General Bylaws of the Clan Lyon Association of Canada …
Be it enacted as the bylaws of the Clan Lyon Association of Canada, to be ratified at the next Annual General Meeting of the association as follows:
1.0. NAME and HEAD OFFICE
1.1 The name and title of the organization situated in the city of Ottawa, the province of Ontario is the Clan Lyon Association of Canada, hereinafter referred as the Association.
1.2 The head office of the Association is located at 97 Woodfield Drive, Ottawa (Nepean), Ontario, Canada. This may or may not be the location of meetings of Association.
The purpose of the Association is:
To preserve the history, heritage and traditions of the Clan Lyon;
To promote a spirit of kinship between all clan members; and
To provide an agency through which the interests of the Clan are promoted.
3.1 A member in good standing is a person who endorses the purposes of the Association and whose annual membership fee is paid. The classes of members are: A voting membership is granted to any individual 18 years or older, whose surname is Lyon, or of a recognized SEPT, or is an accepted variation thereof, or is a spouse of or descendant of an individual whose surname is Lyon, or of a recognized SEPT, or is an accepted variation thereof, upon payment of the annual membership dues;
3.2 A non-voting membership is granted to any individual or corporate entity who is not otherwise eligible to a voting membership, upon payment of the annual membership dues; A honorary life member is any member of either class who has rendered outstanding service to the Association and has been granted such membership status by resolution of the Board of Directors.
3.3 A member is entitled to hold a membership card, to receive privileges and services, participate in activities, and to attend general meetings of the membership. A voting member is entitled to express opinions and cast one vote on matters before a general meeting, and to hold office.
3.4 A member may resign membership by written notice to the director responsible for membership, though membership may be withheld or withdrawn by an affirmative vote of 2/3s of the Directors or 2/3s of the members present at a general meeting.
3.5 The determination of Honorary life membership is made by the Directors by a 2/3 affirmative vote and ratified by the Board. There shall be no more than 6 members in this class.
3.6 The membership year and annual fee per class of member is prescribed by a resolution of the Board of Directors.
4.1 GENERAL MEETINGS
There shall be at least one meeting each year. The annual meeting of the members for the election of directors, and transaction of such other business as may be properly be brought before an annual meeting of members shall be held at such place as the directors may determine, no later than four months after the end of each fiscal year.
4.1.1 The business of the annual general meeting will be to receive and consider reports on:
a) An election of officers and directors at large;
b) A financial statement and position
c) Acts and deeds arising from meeting(s) of the Board of Directors;
d) By-law amendments to be confirmed;
e) Other reports as required by by-laws to be laid before the members; and
f) Any other business which ought to be communicated or transacted at a general meeting that are not inconsistent with the Corporations Act.
4.1.2 General meetings shall be convened by the secretary on twenty one days written notice served or deemed to be served to members in good standing, stating the specifics of date, hour, location and the general nature of the business to be considered/transacted.
4.1.3 When notice is generally given to members, by telephone, community newspaper or otherwise, the accidental omission to give notice to any member thereof or the non-receipt of any notice by any member shall not invalidate any resolution passed or any proceedings taken at such meeting
4.1.4 Only business stated in a notice calling a general meeting shall be transacted.
4.1.5 No business shall be transacted at a general meeting unless the number of ordinary members exceeds the number of Directors present.
4.1.6 If within a half an hour of the appointed time, a quorum is not present, the meeting stands adjourned until another date is fixed, except in the instance of a meeting called under 5.5, which is dissolved.
4.1.7 General meetings are chaired by the President, or a Board selected designate, or failing the presence of one, the members shall choose someone from amongst themselves.
4.1.8 No voting member shall have more than one vote at any meeting of the Association and voting by proxy shall not be permitted.
4.1.9 All questions arising at any meeting of the members shall be decided by a majority of voters unless otherwise specified in the by-law or Corporations Act.
4.2 Other meetings
4.2.1 Additional are meetings are called at the discretion the board of Directors or by Petitions of no less than 1/10 of the members of Association entitled to vote.
4.2.2 The petition shall state the general nature of the business to be transacted at the meeting and shall be signed by the petitioners and deposited at the head office of the Association and may consist of several documents in like form each signed by one or more petitioners .
4.2.3 Upon deposit of the petition, the directors shall call forthwith a general meeting of the members for the transitions of business stated in the petition. or reply in writing to petitioners stating why the request did not conform with Articles 4.1, 5.2, or 5.3.
4.2.4 If the directors do not within 21 days from the date of deposit of the petition, call and hold such a meeting, any of the petitioners may call such a meeting which must be held within 60 days from the date of the deposit of the petition .
4.2.5 A meeting called under this section shall be called in nearly as possible in the same manner as other meetings of the members are called.
4.2.6 Any reasonable expenses incurred by the petitioners by reason of failure of the directors to call such a meeting shall be repaid to the petitioners.
5.0 BOARD OF DIRECTORS
5.1 The affairs of the Association shall be manage by a Board of Directors, which is comprised of the officers and up to five directors at large, all of whom must be voting members of the Association.
5.2 The Board shall meet from time to time as scheduled, or on notice at the call of the president, or failing the president, of three members of the Board, in order to carry out the business of the Association.
5.3 Each director shall hold only one position.
5.4 Each director shall be elected to a three year term. A director may be re-elected to an additional term but may not be re-elected thereafter until the next subsequent annual meeting. In default of such election an incumbent shall hold office until a successor is elected.
5.5 The terms of office of officers and directors-at-large shall be arranged so that a third of the directors are elected annually.
5.6 Vacancies, however caused, occurring between general meetings maybe filled by appointment by the directors, on a recommendation of the committee charged with nominations and elections, provided that 2/3s of the elected directors remain in office at the time of appointment.
5.7 The committee charged with nominations and elections submits the names of members who are willing to stand for any vacant positions. In addition, nominations may be submitted by any member in good standing provided the consent in writing is obtained of those nominees not present at the meeting.
5.8 In the event only one nomination is declared for any position, the member is deemed to be elected by acclamation.
5.9 The office of director shall be deemed vacated on the election of a successor or upon the resignation, death, or failure to attend/act without provision of acceptable explanation.
5.10 Committees shall be formed from the Association membership by the Board of Directors as issues arise that warrant a committee structure.
5.11 Upon approval by a majority of the Board of directors, meetings of the Board of directors can be opened to all members of Association.
6.0 Duties of Officers and Directors at Large
6.1 The officers of the Association shall be the president, treasurer and secretary, who shall perform such duties as specified or are assigned by the Board of Directors.
6.1.1 The past president is an honorary, non-elected officer.
6.1.2 President: presides at meetings of the members of Association and of Directors; provides leadership and coordination to fellow directors in carrying out their duties; is an exofficio member of all committees; represents the Association to all external organizations or delegates that representation to one of the other directors.
6.1.3 Treasurer: has custody of the Association’s funds and securities; keeps full and accurate records of donations, fees and other receipts and disbursements of the Association; deposits monies in the name and to the credit of the Association and with such depositories as may be designated by the Board of Directors; disperses funds as required; periodically but at least annually renders to the Board of Directors and the membership an accounting of the financial affairs of the Association; communicates with such organizations and individuals as necessary to manage the financial affairs of the Association while ensuring copies of such correspondence and records are provided to the Recording Secretary.
6.1.4 Recording Secretary: prepares and publishes notices and agendas for Board and general meetings of the Association; records and distributes minutes of Board and general meetings; maintain archival records including minutes, statements, reports and correspondence.
6.2 Directors at Large The duties of each Director-at-Large shall by as ascribed by the Board of Directors at the time of election or appointment.
7.1 By-laws & Rules
7.1.1 The by-laws may be amended by a 2/3 majority of the members present and voting at a general meeting provided there has been at least one week notice of such proposed amendment in advance of the meeting made by telephone, community newspaper and by other means to the membership.
7.1.2 The Board of Directors may prescribe by-law amendments and such rules not inconsistent with these bylaws relating to the management and operation of the Association as it deemed expedient provided that such bylaw amendments have force and effect until the next annual general meeting of the members when they shall be confirmed. In default of such confirmation amendments will cease to have force and effect.
7.2 In order to expedite the conduct of business at meetings members shall conduct themselves in an orderly fashion and respect the authority of the chair. Robert’s’ Rules of Order shall be deemed to apply in all matters unless they conflict with these bylaws, in which case these bylaws shall take precedence.
7.3 Cheques, Drafts and Notes All cheques, drafts or orders for the payment of money and all notes and acceptances and bills of exchange shall be signed by such officer or officers or persons whether or not an officer of the Association and in such manner as the directors may from time to time designate.
7.4 Execution of instruments: Contracts, cheques, drafts, orders for payment and all instruments requiring signatures shall be signed by two of the following President or the Secretary and Treasurer and contracts, documents and instruments in writing so signed shall be binding upon the Association without further authorization or formal The directors shall have power from time to time by resolution to appoint any officer or officers, persons or persons to sign contracts, documents and instruments in writing generally or sign specific contracts, documents or instruments in writing on behalf of the Association.
8.0. Fiscal Year
The financial or fiscal year of the Association shall terminate on the last day of the month prior to the date of the Annual General meeting, but no later than the last day of the current calendar year.
9.0 INDEMNIFICATION OF DIRECTORS
neglects or defaults
9.1 No officer or director at large shall be liable for acts, receipts, of any other director or officer or employee or volunteer.
9.2 Officers and directors at large, who on direction of the Board, undertake any liability on behalf of the Association shall be indemnified and saved harmless from and against all expenses which such directors sustain or incur, or about any action, suit, proceeding which is brought, or prosecuted against him or in respect to any act, deed or matter made, done, or permitted by him in or about the execution of the duties of director, except such costs as are occasioned by his own wilful neglect or default.
Upon the dissolution of the Association and after the payment of all debts and liabilities, its remaining property shall be distributed or disposed of to one or more recognized charitable organisations which carry on their work solely in Canada
In all by-laws of the Association, the singular shall include the plural and the plural, the singular; the words person shall include firms and corporations and the masculine shall include the feminine.