BE IT ENACTED as a by-law of the Corporation as follows:
1. Definitions - In this by-law and all other by-laws of the Corporation, unless the context otherwise requires:
"Act" means the Canada Corporations Act Revised Statues of Canada 1970, chap. C-32, and any act that may be substituted therefore, as from time to time amended;
"appoint" includes "elect" and vice versa;
"board" means the board of directors of the Corporation;
"by-laws" means this by-law and all other by-laws of the Corporation from time to time in force and effect;
"Corporation" means Canadian Machine Tool Distributors Association;
"Corporate Head Office" means the premises care of Mr. Jim Burrows, Denna Lake Road, Minden, Ontario, K0M 2K0
"meeting of members" includes an annual meeting of members and a special meeting of members;
"members" includes any class of member;
"rules" means any rules, regulations and standards adopted by the board pursuant to the by-laws;
and words importing the singular number include the plural and vice versa;
words importing the masculine gender include the feminine and neuter genders and words importing a person include an individual, partnership, association, body corporate, trustee, executor, administrator and other legal personal representative.
2.01 HEAD OFFICE - Until changed in accordance with the Act, the head office of the Corporation shall be located care of Mr. Jim Burrows, Denna Lake Road, Minden, Ontario, K0M 2K0.
2.02 CORPORATE SEAL - The Corporation shall have a corporate seal and it shall be in such form as the board may approve. It shall not be necessary for the seal to be affixed to any document or instrument or agreement made by or entered into by the Corporation.
2.03 FINANCIAL YEAR - Until otherwise ordered by the board, the financial year of the Corporation shall end on the last day of August in each year.
2.04 EXECUTION OF INSTRUMENTS - Deeds, transfers, assignments, contracts, obligations, certificates and other instruments may be signed on behalf of the Corporation by any two of the directors or officers of the Corporation. In addition, the board may from time to time direct the manner in which and the person or persons by whom any particular instrument or class of instruments may or shall be signed. Any signing officer may affix the corporate seal thereto.
BANKING ARRANGEMENTS - The banking business of the Corporation shall be
transacted with such banks, trust companies or other
2.06 RULES AND REGULATIONS - The board shall have the power to adopt rules, regulations and standards, not inconsistent with the Act and the by-laws, to regulate the use of the conduct of the Corporation's affairs and to provide for the proper operation, governance and management of the Corporation.
2.07 RECORDS - The directors shall see that all necessary books and records of the Corporation, as required by the By-laws, the Act, or otherwise by law, are regularly and properly kept.
3.01 Classes of Membership -There shall be three classes of members, namely:
3.02 HONOURARY MEMBERS - An Honourary Member is one elected by unanimous vote of the Board or by two-thirds vote of the members present at an annual meeting.
Any member may, in recognition of length of membership and of contribution to the character, interest and welfare of the Corporation, or of the public, be elected an Honourary Member. Members so elected to Honourary Membership shall relinquish any other class of Membership held.
An Honourary Member shall be exempt from payment of entrance fees, if not already paid, and further annual dues. In all other respects an Honourary Member shall be entitled to the privileges of Regular Membership and be subject to the rules of the Corporation, but shall not be eligible to vote or hold office in the Corporation.
3.03 REGULAR MEMBERS - A regular member may be elected by an affirmative vote of not less than two-thirds majority of the current directors of the Corporation.
A regular member is one which:
3.04 ASSOCIATE MEMBERS - An associate member may be elected by an affirmative vote of not less than two-thirds majority of the current directors of the Corporation.
An associate member is one which:
Associate members shall not be entitled to vote.
3.05 APPLICATIONS FOR MEMBERSHIP - Every application for membership shall be made in writing to the President in a form approved by the Board. The President will submit each such application to the next meeting of members, or of directors, as the case may be.
3.06 FEES AND DUES - The entrance fees, annual dues and other fees to be paid by the members shall be determined by an affirmative vote of not less than two-thirds of the members present at an annual meeting.
3.07 RESIGNATIONS AND REINSTATEMENTS - All resignations shall be made in writing to the Corporation and shall be effective on the ninetieth day after its receipt. Any member who resigns or is expelled shall remain liable to the Corporation for all unpaid amounts owed to the Corporation.
Any member in good standing which resigns from the Corporation may be reinstated to membership upon such terms and conditions and upon payment of such fees and dues as the board may prescribe provided however that any member which is expelled or resigns cannot be reinstated or rejoin until two years after the date of expulsion or resignation.
3.08 SUSPENSIONS AND EXPULSIONS - The board may, by a vote of two-thirds of those present at a meeting of the board, suspend or expel any member whose conduct, shall be determined by the board to be improper, unbecoming or likely to endanger the welfare, interest or character of the Corporation, or who wilfully violates or neglects the observance of any by-law or rule of the Corporation, or who no longer qualifies as a regular or associate member, as the case may be. No member shall be suspended or expelled without first having been notified and given an opportunity of being heard by the board at a meeting called for the purpose, such notification being sent at least 10 days prior to the meeting of the board at which the hearing is to be held. All votes, communi-cations, conversations and debates on the subject of suspensions or expulsions shall be confidential.
If at any time within three months after the suspension or expulsion of a member, a special meeting of the Corporation shall be requested by 20 members in writing, such meeting shall be called forthwith and an appeal thereat may be taken from the decision of the board, and the member may be reinstated by an affirmative vote of two-thirds of the members then present notwithstanding section 3.07 of this by-law.
3.09 NOT TRANSFERABLE - No Membership in the Corporation is transferable.
3.10 REPRESENTATIVES - Every member, which is not a natural person, shall from time to time appoint one representative from among its current directors, officers and employees, which representative may attend meetings, act as a director or officer, make submissions and generally participate in the affairs of the Corporation on the member's behalf. Each member shall give notice forthwith of such appointment to the Executive Director. A member may appoint its representative as its proxy, according to section 7.09 of this by-law.
4.01 NUMBER OF DIRECTORS AND QUORUM - The management of the affairs of the Corporation shall be supervised by its board of directors. Until changed in accordance with the Act, the number of directors shall be 7. At the annual meeting, the members shall elect 7 members or representatives of members who together with the past president, an ex officio member of the board for a period of two years, shall constitute the board. At any meeting 4 directors shall constitute a quorum for the transaction of business. Notwithstanding vacancies the remaining directors may act if constituting a quorum.
4.02 QUALIFICATION - No person shall be qualified as a director unless such person shall:
at the time of election, and throughout the term of office, be a member, or director, officer, partner, employee of a member of the Corporation; be at least eighteen (18) years old; be a natural person; and have capacity to contract under law.
4.03 NOMINATING COMMITTEE - The Nominating Committee, consisting of the three immediate past presidents, shall propose a slate of members for election as directors at the annual meeting. These and any other nominations shall be sent to the Secretary at least 6 days before the date of the annual meeting.
4.04 ELECTION AND TERM - The whole board shall be elected at every second annual meeting of members to hold office for two years until the second following annual meeting, but if a new board is not elected thereat, the directors then in office shall continue in office until their successors are duly elected. The election may be by a show of hands or by resolution of the members unless a ballot be demanded by any members.
4.05 REMOVAL OF DIRECTORS - The members may, by resolution passed by at least two-thirds of the votes cast thereon at a meeting of members called for the purpose, remove any director before the expiration of the director's term of office and may, by majority vote at that meeting, elect any person for the remainder of the director's term.
4.06 VACATION OF OFFICE - The office of a director shall be vacated upon the occurrence of any of the following events: (a) if the director dies, or becomes bankrupt, or is found by a court to be of unsound mind or is disqualified under the Act from acting as a director; (b) if the director ceases to be qualified as provided in section 4.02; (c) if the director shall be removed from office by resolution of the members as provided in section 4.05; or (d) if, by notice in writing to the Corporation, the director resigns and such resignation, if not effective immediately, becomes effective in accordance with its terms.
4.07 VACANCIES - If a vacancy occurs on the board, the remaining directors if constituting a quorum may appoint a qualified individual to fill the vacancy for the remainder of the term.
CALLING OF MEETINGS - Meetings of the board shall be held from time to time at the call of the board or the president or any two directors. Notice of the time and place of every meeting so called shall be given to each director other than by mail not less then 48 hours before the time when the meeting is to be held; provided that no notice of a meeting shall be necessary if all the directors are present, or if those absent waive notice of, or otherwise signify their consent to, such meeting being held. Notice by mail shall be sent at least 14 days prior to the meeting.
4.09 FIRST MEETING OF NEW BOARD - Provided a quorum of directors is present, each newly elected board may without notice hold its first meeting within 30 days following the meeting of members at which such board is elected.
4.10 REGULAR MEETINGS - The board may appoint a day or days in any month or months for regular meetings at a place and hour to be named. The directors shall be advised of the place and time of regular meetings of the board, but no other notice shall be required for any such regular meeting.
4.11 PLACE OF MEETINGS - Meetings of the board shall be held at the Corporate Head Office or elsewhere in Ontario, as the board may decide.
4.12 CHAIR - The president or, in the absence of the president, the president-elect, or in the absence of both of them the secretary shall act as chair of any meeting of directors. If no such officer be present, the directors present shall choose one of their number to act as chair.
4.13 VOTES TO GOVERN - At all meetings of the board every question shall be decided by a majority of the votes cast on the question. In case of an equality of votes the chair of the meeting shall be entitled to a second or casting vote.
4.14 DECLARATION OF INTEREST - It shall be the duty of every director of the Corporation who is in any way, whether directly or indirectly, interested in a contract or proposed contract with the Corporation to declare such interest to the extent, in the manner and at the time required by the Act.
4.15 REMUNERATION - Every director shall serve as such without remuneration, provided that a director may be paid reasonable expenses incurred by him in the performance of his duties.
4.16 POWERS - 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 may lawfully enter into and, save as hereafter provided generally, may exercise all such other powers and do such acts and things as the Corporation is by its letters patent or otherwise, authorized to exercise and do.
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.
4.17 AGENTS - The board may appoint such agents and engage such employees as it shall be necessary from time to time and such persons shall have the authority and shall perform such duties as shall be prescribed by the board at the time of such appointment.
4.18 SALARIES - Remuneration of all officers, agents and employees and committee members shall be fixed by the board by resolution.
OFFICERS - The directors shall elect only from among the members of the board a president, and a president-elect at the first meeting of the board of directors following an annual meeting of members and such other officers as the board may determine.
EXECUTIVE DIRECTOR - The board shall appoint an executive director, who shall be responsible for the management of the Corporation, subject to the direction of the board. The board may prescribe the duties of the executive director and may remove the executive director from office. If so appointed by the board, the executive director shall act as secretary of the Corporation. The executive director shall attend at and keep minutes of all general meetings of the directors.
5.03 PRESIDENT - The president shall be the chief executive officer of the Corporation and shall perform such duties as are required by law, by the By-Laws and rules and regulations of the Corporation or by the board. He shall see that the orders and resolutions of the board are carried into effect.
5.04 PRESIDENT-ELECT - The president-elect shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and such other duties as shall from time to time be imposed upon by the board of directors. The president-elect shall ensure proper books of account of the Corporation are kept as required by the Act, prepare financial statements for the members and directors and generally supervise the financial affairs of the Corporation. The Corporation's seal, shall be kept in the custody of the president-elect.
5.05 BONDING - The board may require any officer at the Corporation to furnish at the expense of the Corporation a Bond for the faithful discharge of his duties in such amount as the directors may determine.
5.06 COMMITTEES - The board may designate such committees as the board determines and may appoint the members of such committees. The directors shall determine the duties of such committees.
5.07 TERMS OF OFFICE-The board, in its discretion, may remove any officer or member of a committee of the Corporation and may fill any vacancy in any office or committee. Each officer, who is also a director, shall serve a term of two years and each shall be elected every second year, but if new officers are not then elected, the officers then in office shall continue to hold office until their successors are duly elected. If the person serving as president-elect is re-elected as a director, at the end of his term as president-elect, then he shall automatically become president.
6.01 LIMITATION OF LIABILITY - 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 board for or on behalf of the Corporation or for the insufficiency or deficiency of any security in or upon which any of the moneys of the Corporation shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortuous act of any person with whom any of the moneys, securities or effects of the Corporation shall be deposited, or for any loss occasioned by any error of judgment or oversight on the director's or officer's part, or for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of the director or officer or in relation thereto unless the same are occasioned by the director's or officer's own willful neglect or default.
6.02 INDEMNITY - Every director and officer of the Corporation and their heirs and personal representatives 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 whatsoever that such director or officer sustains or incurs in or about any action, suit or proceeding that is brought, commenced or prosecuted against them for or in respect of any act, deed, matter or thing whatsoever made, done or permitted in or about the execution of the duties of office; and (b) all other costs, charges and expenses that are sustained or incurred in or about or in relation to the affairs of the Corporation, except such costs, charges or expenses as are occasioned by such person's own wilful neglect or default. The Corporation shall also indemnify such person in such other circumstances as the Act and law permits or requires. Nothing in this by-law shall limit the right of any person entitled to indemnity to claim indemnity apart from this by-law.
7.01 ANNUAL MEETINGS - The annual meeting of the members shall be held in each year at such time and on such day as the board or the president may from time to time determine, for the purpose of receiving the reports and statements required by the Act to be placed before the annual meeting, electing the directors, and for the transaction of such other business as may properly be brought before the meeting.
7.02 SPECIAL MEETINGS - The board or the president shall have power to call a special meeting of members at any time. The board shall call a special meeting of members on the written request of at least 10% of regular members in good standing specifying the specific items for consideration at such meeting. A special meeting shall be held not less than fourteen (14) and not more than twenty-one (21) days from the receipt of such a request.
7.03 PLACE OF MEETINGS - Meetings of members shall be held at Corporate Head Office or, if the board shall so determine, elsewhere including but not limited to, in any one of the City of Toronto, the Town of Woodbridge, the Town of Markham, or the City of Mississauga.
7.04 NOTICE OF MEETINGS - Notice of the time and place of each meeting of members shall be given in the manner hereinafter provided not less than 14 days before the day on which the meeting is to be held to each voting member of record at the close of business on the day preceding the day on which the notice is given. If so determined by the board, notice may be given by publication in the Corporation's newsletter. Notice of a special meeting of members shall state the general nature of the business to be transacted at it.
7.05 CHAIR, SECRETARY AND SCRUTINEERS - Unless otherwise determined by the board, the president or, in the absence, the president-elect, or in the absence of both of them, the secretary shall be chair of any meeting of members. If no such officer be present within 30 minutes from the time fixed for holding the meeting, the persons present and entitled to vote shall choose one of their number to be chair. If the secretary of the Corporation be absent, the chair shall appoint some person, who need not be a member, to act as secretary of the meeting. If desired, one or more scrutineers, who need not be members, may be appointed by resolution, or by the chair with the consent of the meeting.
7.06 PERSONS ENTITLED TO BE PRESENT - The only persons entitled to attend a meeting of members shall be members (whether or not they are entitled to vote thereat) or their proxy holders. Any other person may be admitted only on the invitation of the chair of the meeting or with the consent of the meeting.
7.07 QUORUM - At any meeting of members two individuals present in person who are members or two proxy holders of members present in person shall constitute a quorum for the appointment of a chair and adjournment of the meeting. For all other purposes, two or more individuals present in person, who are members, or two or more proxy holders of members present in person, who constitute, or represent by proxy, not less than thirty percent (30%) of regular members shall constitute a quorum.
RIGHT TO VOTE - Only regular members shall be entitled to vote at a meeting of members.
7.09 PROXIES - Any member entitled to vote at a meeting of members may, by means of a proxy, appoint its representative, or failing that another member or member's representative as nominee to attend and act at the meeting in the manner, to the extent and with the power conferred by the proxy. A proxy shall be executed by the member, shall contain the date thereof and the appointment and name of the nominee and may contain a revocation of a former proxy and restrictions, limitations or instructions as to the manner in which the nominee is to vote. A proxy may be revoked by instrument in writing executed by the member and deposited with the secretary at any time up to and including the last business day preceding the day of the meeting, or any adjournment thereof, at which the proxy is to be used or with the chair of such meeting on the day of the meeting, or adjournment thereof. The directors may by resolution fix a time not exceeding 48 hours, excluding Saturdays, Sundays and holidays, preceding any meeting or adjourned meeting of members before which time proxies to be used at the meeting must be deposited with the Corporation, and any period of time so fixed shall be specified in the notice calling the meeting. A form of proxy or reminder of the right of a member to appoint a proxy shall accompany the notice of all meetings sent to members.
7.10 VOTES TO GOVERN - At any meeting of members every question shall, unless otherwise required by the Act or by-laws of the Corporation or by law, be determined by majority of the votes duly cast on the question.
7.11 SHOW OF HANDS - Any question at a meeting of members shall be decided by a show of hands unless, after a show of hands, a poll thereon is required or demanded as hereinafter provided. Whenever a vote by show of hands shall have been taken upon a question, unless a poll thereon is so required or demanded, a declaration by the chair of the meeting that the vote upon the question has been carried or carried by a particular majority or not carried and an entry to that effect in the minutes of the meeting shall be prima facie evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against any resolution or other proceeding in respect of the said question, and the result of the vote so taken shall be the decision of the members upon the said question.
7.12 POLLS - After a show of hands has been taken on any question, the chair may require or any person entitled to vote on the question may demand a poll thereon. A poll so required or demanded shall be taken in such manner as the chair shall direct. A demand for a poll may be withdrawn at any time prior to the taking of the poll.
7.13 CASTING VOTE - In case of an equality of votes at any meeting of members, either upon a show of hands or upon a poll, the chair of the meeting shall be entitled to an additional or casting vote.
7.14 ADJOURNMENT - The chair at a meeting of members may, with the consent of the meeting and subject to such conditions as the meeting may decide, adjourn the meeting from time to time and from place to place.
7.15 OTHER MATTERS - The board may solicit the views of the members of the Corporation regarding any matter which, in its opinion, is of sufficient importance to merit such action, whether or not the matter in question requires the formal approval of the members under the bylaws of the Corporation or applicable law. A notice shall be sent to each member containing a summary of the relevant facts and of the board's proposal for dealing with the matter and a request for an expression of the views of the members accompanied, if appropriate, by a form to facilitate responses. In any case where the board solicits the views of the members of the Corporation it shall refrain from making or implementing its final decision regarding the matter without giving due consideration to all responses received by it from members by mail or otherwise.
7.16 MINUTES - Minutes shall be kept of all members' meetings and of the board of directors' meetings. A copy of such minutes shall be sent to each member not later than thirty (30) days after such meeting.
8.01 AUDITORS - The members shall, at the annual meeting of the Corporation, appoint an auditor whose remuneration shall be fixed by the board, and whose duties shall be:
to examine the annual financial statements of the Corporation and report thereon to the members at the next annual meeting of the Corporation;
to audit and sign the annual financial statement and report to the members at the next annual meeting of the Corporation whether the financial statement is fairly presented in accordance with generally accepted accounting principles;
to do such other things as may from time to time be required by resolution of the board; and
to do such other things as may be within the duties of an auditor.
8.02 CANDIDATES FOR AUDITOR - Unless all the regular members so agree, the auditor may not be a director, officer or employee of the Corporation or of an affiliated corporation, or associated with an officer, director or employee of the Corporation.
9.01 METHOD OF GIVING NOTICES - Any notice (which term in this Article 9 includes any communication or document) to be given (which term in this Article 9 includes sent, delivered or served) pursuant to the Act, the by-laws or otherwise to a member, director, officer or auditor shall be sufficiently given if delivered personally to the person to whom it is to be given or if delivered to the person's last address as recorded in the books of the Corporation or if mailed by prepaid ordinary or air mail addressed to such person at such address or if sent to such member at such address by means of transmitted or recorded communication (including facsimile, electronic mail or internet). The secretary may change the address on the Corporation's books of any member, director, officer or auditor in accordance with any information believed to be reliable. A notice so delivered shall be deemed to have been given when it is delivered personally or at the address aforesaid; a notice so mailed shall be deemed to have been given when deposited in a post office or public letter box; and a notice sent by any means of transmitted or recorded communication shall be deemed to have been given one day after it is sent.
Notice of a meeting of members, or other communication to the members, may be given by publication in the Corporation's newsletter.
9.02 COMPUTATION OF TIME - In computing the date when notice must be given under any provision requiring a specified number of days notice of any meeting or other event, the date of giving the notice shall be excluded and the date of the meeting or other event shall be included.
9.03 OMISSIONS AND ERRORS - The accidental omission to give any notice to any member, director, officer or auditor or the non-receipt of any notice by any member, director, officer or auditor, or any error in any notice not affecting the substance thereof, shall not invalidate any action taken at any meeting held pursuant to such notice or otherwise founded thereon.
9.04 WAIVER OF NOTICE - Any member (or a duly appointed proxy), director, officer or auditor may waive any notice required to be given under any provision of the Act, the by-laws or otherwise and such waiver, whether given before or after the meeting or other event of which notice is required to be given, shall cure any default in giving such notice.
10.01 EFFECTIVE DATE - This by-law shall come into force when approved by the Minister of Industry, having been approved by a majority of the board of directors and sanctioned by an affirmative vote of at least two-thirds of members present and voting at a meeting duly called for the purpose of considering the by-law.
REPEAL - All previous by-laws of the Corporation are repealed as of the coming into force of this by-law. Such repeal shall not affect the previous operation of any by-law so repealed or affect the validity of any act done or right, privilege, obligation or liability acquired or incurred under, or the validity of any contract or agreement made pursuant to any such by-law prior to its repeal. All directors and officers and other persons acting under any by-law so repealed shall continue to act as if appointed under the provisions of this by-law and all resolutions of the members or the board or a committee of the board with continuing effect passed under any repealed by-law shall continue to be good and valid except to the extent inconsistent with this by-law and until amended or repealed.
11.01 The by-laws may be repealed or amended by by-law, or a new by-law regulating the requirements of section 155 (2) of the Act, may be enacted by a majority of the directors present 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 Industry has been obtained.