The Army Cadet League of Canada (New Brunswick) Inc.
La Ligue des Cadets de l’Armée du Canada (Nouveau-Brunswick) Inc.
G E N E R A L B Y – L A W S
1.01 CORPORATE SEAL
(1) The seal of the branch shall consist of the words The Army Cadet League of Canada (New Brunswick) – La Ligue des Cadets de l’Armée du Canada (Nouveau Brunswick) in substantially the form of the impression on the margin hereto.
- The secretary shall have custody of the seal.
In this by-law and all other by-laws hereafter passed:
<board> means the Board of Directors of the League
<branch> means The Army Cadet League of Canada (New Brunswick) – La Ligue des Cadets de l’Armée du Canada (Nouveau Brunswick)
<executive committee> means the Executive Committee of the League
<director> means a member of the Board of Directors
<League> means The Army Cadet League of Canada – La Ligue des Cadets de l’Armée du Canada
<local sponsor> means, in respect of a cadet corps, the organization or persons accepted by or on behalf of the Chief of the Defence Staff to undertake responsibility of the formation and financial support of the cadet corps other than that provided by the supervisory sponsor or the Canadian Forces
<mailing> means any method of mailing including e-mail and voice mail
<national vice-president> means the person nominated to serve on the National Council of the Army Cadet League of Canada
<national council> means the National Council of the Army Cadet League of Canada
<policy> means a written policy of the branch as approved by the board
<supervisory sponsor> means the branch, which has agreed to assume supervisory responsibility for a cadet corps
Words importing the masculine or feminine gender shall include the plural or all genders as the case may be and vice versa and reference to persons shall include firms and corporations.
The board may from time to time repeal, amend, or re-enact any by-law of the branch, but must be confirmed by the majority of votes cast at an annual or special general meeting of the membership.
The board may make such regulations not inconsistent with this by-law relating to the rules of procedure, management and operation of the branch and other matters provided for in this by-law as they may deem expedient, and may amend and rescind such regulations from time to time.
The board may make such policies not inconsistent with this by-law relating to the management and operation of the branch and other matters provided for in this by-law as they may deem expedient, and may amend and rescind such policies from time to time.
The directors may by resolution admit to ordinary membership any person residing in Canada, or British subject, or citizen of the United States, or corporations incorporated in Canada or a province or territory of Canada who are
- interested in supporting the purposes and objects of the League
- agree to pay membership dues
- are approved as members by the board.
2.02 Cessation of Rights to Membership
A member shall cease to hold membership:
- upon the death of the member
- upon submitting a letter of resignation to the secretary of the branch;
(3) upon non-payment of dues
(4) if so determined at any time by resolution of the board
2.03 Membership Dues
- The dues for members shall be such amount as the board may from time-to-time determine and be payable by each member upon admission to membership and thereafter annually on or before March 31 of each year.
(2) The secretary shall notify the members of the dues payable by them and if such dues are not paid prior to December 31 of the year for which such dues are owing, the members in default shall automatically cease to be members. Such members may be automatically reinstated to membership upon payment of the dues in default and dues for the current year.
- Member in Good Standing
- A member in good standing shall be a member whose dues are paid for the current year.
- The term of membership shall be the calendar year.
- Membership cards for each current year shall be issued by the secretary.
- Life Membership
Upon the recommendation of the board of directors, members who have rendered distinguished service to the Army Cadet Movement may be invited to be life members. Life members shall be granted all the privileges of membership without paying dues. Life membership may be terminated by the incumbent, by resolution of the board or on the death of the incumbent.
- Honourary Appointments
- The appointment of honourary patron shall be offered to the Lieutenant Governor in office.
(2) Upon the recommendation of the board of directors, any person who has rendered distinguished service to the Army Cadet Movement or to the Branch may be invited to be an honourary member. Honourary members shall not pay dues and shall not have the right to vote or hold office.
3.01 Place of Meeting
Meetings of members shall be held at such place in the Province of New Brunswick as may be selected by the board of directors or the convening officer. The place of meeting shall be stated in the notice of the meeting or in the waiver thereof.
3.02 Annual Meeting
A meeting of the members shall be held annually for the reception of reports, consideration of financial statements and for the transaction of such other business as may come before the meeting. Such meeting shall be held, if possible, within four months from the close of the Branch’s fiscal year. The date and time of the annual meeting shall be determined by the board of directors or, in default of action by the board, by the President or other convening officer.
3.03 Special General Meetings
(1) Special general meetings of the members may be called at any time by the President or the Secretary, and shall be called upon a request in writing by the majority of the board of directors or when directed by resolution of the board of directors.
(2) Special general meetings of the members shall also be called upon receipt of a request signed by at least ten percent in number of the members. If none of the officers of the Branch convene a special general meeting within thirty days after the filing of such request, any member may call such meeting.
At annual and special general meetings of the members five members shall constitute a quorum for all purposes. If a quorum shall not be present at any meeting of members, the members there present shall have power to adjourn the meeting to another time and, if deemed desirable, another place, and shall arrange to give notice of such adjourned meeting in the same manner as notice of the meeting was given. At such adjourned meeting no quorum shall be required and any business may then be transacted which might have been transacted if a quorum had been present.
At all meetings of members the plurality of votes cast shall decide any question brought before such meeting except in cases where these by-laws or the Companies Act otherwise expressly requires. In the case of a tie, the chairman of the meeting shall have a second or casting vote on each ballot or resolution.
3.06 Manner of Voting
All votes may be initially given by voice. The Chairman may call for a show of hands or a standing vote. The Chairman may direct, or any member may demand, a poll. A poll shall be conducted in such manner as the Chairman may direct.
Written notice of all meetings of members stating the time and place thereof and whether it is an annual or special general meeting shall be given to each member at least ten days before the date fixed for the meeting by mailing such notice addressed to such member to his last address known to the Branch; provided however that any meeting of members, whether annual or special general, may be held at any time or place if all members are present in person or if the absent members have waived notice of the time and place of the meeting.
3.08 Presiding Officer and Secretary
(1) Meetings of the members shall be presided over by the President or, in his absence, by the Vice-President. In the absence of both of these officers any member may call the meeting to order and a chairman shall be chosen by a majority of votes.
(2) The Secretary of the branch, if present, shall act as Secretary of all meetings of members. In the absence of the Secretary, the Chairman of the meeting may appoint any person to act as secretary of the meeting.
The board of directors shall consist of not more than 30 directors.
4.02 Place of Meeting
The board of directors may meet at such place within New Brunswick as may from time to time be designated by resolution of the board or as selected by the convening officer.
4.03 Organizational Meeting
The first meeting of each newly elected board of directors shall be held immediately after the annual meeting of members at the same place where such annual meeting took place and no notice of such meeting shall be necessary to such newly elected directors in order to legally constitute the meeting. A quorum, however, shall be required. Such meeting, however, may properly be held at any other time and place as may be fixed by consent in writing of all the newly elected directors.
4.04 Other Meetings
Except in the case of the organization meeting not less than five days’ notice of the time and place of each meeting shall be given to each director by notice delivered by provided that a meeting of directors may be held at any time or place if all the directors are present in person or if the absent director or directors shall execute a waiver of notice of the meeting.
(1) At all meetings of the board of directors four directors shall be necessary and sufficient to constitute a quorum for the transaction of business.
(2) The act of the majority of directors present at any meeting at which there is a quorum shall be the act of the board of directors.
(3) If a quorum shall not be present at any meeting of the board of directors, the director or directors present thereat may adjourn the meeting without notice other than an announcement of the time and place of the adjourned meeting until a quorum shall be present.
4.07 Presiding Officer
The President shall preside at all meetings of the board of directors. In the absence of the President the Vice-President shall preside. In the absence of both such officers the meeting shall elect a chairman.
4.08 Tenure of Office
Directors shall be elected every two years at an annual meeting of members and shall hold office, subject to the provisions of these by-laws, for a period of two years and until their successors are elected.
4.09 Removal of Directors
Any director may be removed from office by resolution adopted at a special general meeting of members duly called for the purpose.
4.10 Qualification of Directors
Each director must, at the time of his election or appointment, be a member in good standing of the Branch.
Any vacancy occurring on the board of directors by resignation, death, removal or otherwise, may be filled by resolution of the board or by an election held at a special general meeting of members. Notwithstanding any vacancy the remaining directors, so long as sufficient to constitute a quorum, shall have and are empowered to exercise all the powers of the board of directors.
4.12 Powers and Authority
(1) The board of directors shall administer the affairs of the branch in all things and may make or cause to be made for the branch any description of contract which the branch may lawfully enter into and generally may exercise all the rights and powers which the branch may exercise under its charter and the laws governing it. The board of directors may delegate powers and of the board to the officers to the extent from time to time deemed desirable.
(2) In particular, the board of directors shall have power and authority –
(i) to authorize and to make expenditures for the purpose of furthering the objects of the branch;
(ii) to take such steps as the board deems appropriate to enable the branch to receive donations and benefits to be used for the purpose of furthering the objects of the branch;
(iii) to enter into arrangements with a financial institution for the purpose of it holding or investing funds of the branch;
(iv) to establish divisions or committees of the branch in various parts of New Brunswick, to define their powers and responsibilities within the limits of the powers and responsibilities of the branch, and to exercise general supervision over the affairs and activities of such divisions and committees.
(1) The Branch shall have a President, a Vice-President, a Secretary and a Treasurer.
(2) The Branch shall also nominate three (3) persons to serve as governors of the Army Cadet League of Canada, one of whom shall also be nominated as Vice-President (New Brunswick) to serve on the National Council.
(3) The Branch may also appoint such other officers and agents as the Board may find necessary and who shall exercise such powers and perform such duties as may be determined by the board.
(4) The Chairman of the Board, the President and the Vice-President shall be chosen from among the directors.
The officers shall be elected every two years by the membership at an annual meeting and shall, subject to the provisions of these by-laws, hold office until their successors are elected.
5.03 Removal and Vacancies
Any officer or agent of the branch may be removed by resolution of the board of directors whenever in its judgement the best interest of the branch will be served. The board of directors shall fill a vacancy occurring in any office as soon as possible.
The President shall be the chief executive officer of the branch and shall have general management of the affairs of the branch. It is his responsibility to see that all orders and resolutions of the board of directors are carried into effect, subject however to the right of the board of directors to delegate any specific power to any other officer or agent of the branch.
When the office of President is vacant and in the absence of the President, the Vice-President shall perform the duties of the President and when so acting shall have all the powers of the President. The Vice-President shall perform such other duties as are delegated to him by the directors.
The Secretary shall have custody of the minute books and corporate records of the branch, including a register of members of the branch, and shall ensure that minutes are kept of all meetings of directors and of members. The Secretary shall have custody of the Corporate Seal and shall cause to be given notice of all meetings of the members and of the board of directors. It is his responsibility to ensure that the statutory books of the branch are maintained as required by law and that other records are kept as required by the board of directors.
The Treasurer shall ensure that full and accurate accounts are kept of receipts, disbursements, funds and investments of the branch, shall be responsible for the banking and general financial business and for the preparation of financial statements annually and as required by the President or by the board of directors.
EXECUTION OF DOCUMENTS
Documents requiring formal execution by the branch and documents which by law require the Corporate Seal may be signed on behalf of the branch by any one of the President or the Vice-President together with any one of the Secretary, the Treasurer. Any instrument so executed shall be deemed to be executed with the authority of the branch but the board of directors may by resolution authorize any director or directors, officer or officers, or other person or persons to execute any particular documents on behalf of the branch.
The fiscal year of the branch shall commence on the first day of January in each year and end on the thirty-first day of December in the same year.
WAIVERS OF NOTICE
When any notice is required by the laws of the Province of New Brunswick, by the Letters Patent and Supplementary Letters Patent for the time being constituting the branch charter or by these by-laws, a written waiver thereof signed by the person entitled to notice, whether before or after the time stated therein, shall be deemed equivalent to notice. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting. Neither the business to be transacted at nor the purpose of any annual or special general meeting of members or any meeting of the board of directors need be specified in any written waiver of notice save as and when required by law.
9.01 The directors may from time to time borrow money from any Financial Institution (herein called the “Financial Institution”) upon the credit of the branch on cheques, promissory notes, bills of exchange or otherwise in such amounts and subject to such terms as may be considered advisable; and may assign, transfer, convey, hypothecate, mortgage, charge or pledge to or in favour of the Financial Institution any property of the branch, real or personal, moveable or immovable, present or future, including book debts, unpaid calls, rights, powers, undertaking, franchises and the branch’s own debentures, as security for the fulfilment of any liabilities or obligations, present or future, of the branch to the Financial Institution and may empower the Financial Institution or any person or persons to sell by public or private sale, assign, transfer or convey from time to time any such property; and may sign, make, draw, accept, endorse, execute and deliver on behalf of and in the name of the branch all such cheques, promissory notes, bills of exchange, drafts, acceptances, orders for the payment of money, warehouse receipts, bills of lading, agreements to give security, assignments, transfers, conveyances, mortgages, pledges, securities and other agreements, documents and instruments as may be necessary or useful in connection with the borrowing of money by and other banking business of the branch.
9.02 The directors may authorize any one or more directors, officers, employees or agents of the branch to exercise any of the rights, powers and authorities conferred by this by-law upon the directors.
9.03 The borrowing of money from the Financial Institution from time to time heretofore under the authority of the director of the branch and the giving of security therefor are hereby ratified and confirmed.
9.04 This by-law shall continue in force as between the branch and the Financial Institution until a by-law repealing this by-law shall have been validly passed and confirmed and a copy thereof, duly certified under the seal of the branch, shall have been delivered to the Financial Institution and receipt thereof acknowledged by the Financial Institution.
The directors may from time to time repeal, amend, add to or re-enact these by-laws, make, amend, add to or re-enact regulations or policies, and such changes shall (except when otherwise provided by law) be effective upon enactment by the directors, but such changes, unless confirmed by the members at the next annual meeting of members, shall from that time cease to have any force.