ADnet By-Law Number 1A
Table of Contents
REGISTERED
OFFICE. 2
SEAL. 2
BOARD
OF DIRECTORS. 2
VACANCIES,
BOARD OF DIRECTORS. 2
QUORUM
AND MEETINGS, BOARD OF DIRECTORS. 3
ERRORS
IN NOTICE, BOARD OF DIRECTORS. 3
VOTING,
BOARD OF DIRECTORS. 3
CODE
OF CONDUCT, BOARD OF DIRECTORS. 4
POWERS. 4
REMUNERATION
OF DIRECTORS. 4
INDEMNIFICATION.. 5
OFFICERS
OF CORPORATION.. 5
DUTIES
OF PRESIDENT AND VICE-PRESIDENT. 5
DUTIES
OF SECRETARY.. 6
DUTIES
OF TREASURER.. 6
DUTIES
OF EXECUTIVE DIRECTOR.. 6
DUTIES
OF OTHER OFFICERS. 6
EXECUTIVE
COMMITTEE. 6
EXECUTION
OF DOCUMENTS. 7
BOOKS
AND RECORDS. 7
MEMBERSHIP. 7
ANNUAL
AND OTHER MEETINGS OF MEMBERS. 8
ERROR
OR OMISSION IN NOTICE. 9
ADJOURNMENTS. 9
QUORUM
OF MEMBERS. 9
VOTING
OF MEMBERS. 9
FINANCIAL
YEAR.. 10
CHEQUES,
ETC. 10
DEPOSITS
OF SECURITIES FOR SAFEKEEPING.. 10
NOTICE. 10
RULES
AND REGULATIONS. 11
BORROWING.. 11
INTERPRETATION.. 11
BY-LAW No. 1A
A
by-law relating generally to the transaction of the affairs of Algoma District
Community Network.
BE
IT ENACTED as a by-law of Algoma District Community Network as follows:
1. The Head Office of the Corporation
shall be in the City of Sault Ste. Marie, in the Province of Ontario, and at
such place therein as the directors may from time to time
determine.
SEAL
2. The seal, an impression whereof
is stamped in the margin hereof, shall be corporate seal of the Corporation.
3. The affairs of the Corporation
shall be managed by a board of twelve(12) directors elected from and by
the members. All elected
directors represent the Algoma District, regardless of their constituency. At
least 2 of the elected Board members must
work and reside outside the city limits of SSM and at least 2 of the elected
Board members must work and reside
within the city limits of SSM.
At the first annual meeting one
half of the directors shall be elected for a one year term and one half of the
directors for a two year term with subsequent elections to be for a two year
term. The election may be by a show of hands unless a ballot be demanded by any
member.
The members of the
Corporation may, by resolution passed by at least two-thirds of the votes cast
at a general meeting of which notice
specifying the intention to pass such resolution has been given, remove any
director before the expiration of his term of office, and may, by a majority of
the votes cast at that meeting,
elect any person instead for the remainder of his term.
4. Vacancies on the Board of Directors, however
caused, may, so long as a quorum of directors remain in office, be filled by
the directors from among the qualified members of
the Corporation, if they shall see fit to do so, otherwise such vacancy shall
be filled at the next annual meeting of
the members at which the
directors for the ensuing year are elected, but if there is not a quorum of
directors, the remaining directors shall forthwith call a meeting of
the members to fill the vacancy.
If the number of directors is increased between the terms, a vacancy or
vacancies, to the number of the authorized increase, shall thereby be deemed to have
occurred, which may be filled in the manner above provided.
5. A majority of the directors shall
form a quorum for the transaction of business. Except as otherwise required by
law, the board of directors may hold its meetings at
such place or places as it may from time to time
determine. No formal notice of any such meeting
shall be necessary if all the directors are present, or if those absent have
signified their consent to the meeting
being held in their absence.
Directors' meetings may
be formally called by the President or Vice-President or by the Secretary on
direction of the President or Vice President, or by the Secretary on direction
in writing of two directors.
Notice of such meetings
shall be delivered, telephoned, telegraphed or communicated electronically
to each director not less than two working days before the meeting is
to take place or shall be mailed to each director not less than five working
days before the meeting is
to take place. The statutory declaration of the Secretary or President that
notice has been given pursuant to this by-law shall be sufficient and
conclusive evidence of the giving of such notice.
The board may appoint a day or days in any month or
months for regular meetings at
an hour to be named and of
such regular meeting no notice need be
sent. A directors' meeting may
also be held, without notice, immediately
following the annual meeting of
the Corporation. The directors may consider or transact any business either
special or general at any meeting of
the board.
A director may participate in a meeting of
the Board or committee of the board by means of a
conference telephone or other communications facility as permits and such means shall
be deemed for all purposes to be
present at the meeting.
6. No error or omission in giving
such notice for a meeting of
directors shall invalidate such meeting or
invalidate or make void any proceedings taken or had at such meeting and
any director may at any time waive
notice of any such meeting and
may ratify and approve of any or all proceedings taken or had thereat.
7. Questions arising at any meeting of
directors shall be decided by consensus of those present at the meeting of
Directors and eligible to vote. In the event that there is no consensus, and
such consensus cannot be reached within three (3) days of the vote of the meeting of
Directors, the matter may be approved by a vote of two-thirds (2/3) of the
Directors eligible to vote.
All votes at such meeting
shall be taken by ballot if so demanded by any director present, but if no
demand be made, the vote shall be taken in the usual way by assent or dissent.
A declaration by the Chairman that a resolution has been carried and an entry
to that effect in the minutes shall be admissible in evidence as prima facie
proof of the fact without proof of the number or proportion of the votes
recorded in favour of or against such resolution. In the absence of the President
his duties may be performed by the
Vice President or such other director as the board may from time to time appoint
for the purpose.
8. There shall be a conflict of
interest and code of conduct statement for Members,
Directors and Officers, as shall from time to time be fixed
by the Board of Directors, which shall become effective
only when confirmed by the members at
an annual or other general meeting.
9. 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
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.
Without in any way derogating from the foregoing, the
directors are expressly empowered, from time to time, to
purchase, lease or otherwise acquire, alienate, sell, exchange or otherwise
dispose of shares, stocks, rights, warrants, options and other securities,
lands, buildings and other property, movable or immovable, real or personal, or
any right or interest therein owned by the Corporation, for such consideration
and upon such terms and conditions as they may deem advisable.
Without limiting the generality of the foregoing ,
the Board shall have the power to:
1. 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,
2. Raise and make expenditures of funds for the
purpose of furthering the objects of the Corporation,
3. Appoint such agents as it deems necessary from time to time and those
agents shall have such authority and shall perform such duties as are
prescribed by the Board at the time of their
appointment.
10. Subject to the approval of the
Members, Directors may receive such reasonable remuneration allowable under the
laws of Ontario from time to time and shall
receive reimbursement of such
expenses pre-approved at the meeting of
Directors.
11.
Every director and officer of the Corporation and his or her heirs, executors
and administrators, and estate and effects, respectively may, with the consent
of the Corporation given at any of the meeting of
the Members, 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
he, she or it sustains or incurs in or about any action, suit or proceeding
that is brought, commenced or
prosecuted against him, her or it, for or in respect of any act, deed, matter or
thing whatsoever, made, done or permitted by him, her or it, in or about the
execution of the duties of his, her or its office; and
(b) all other costs, charges and expenses that he,
she or it sustains or incurs in or about or in relation to the affairs thereof,
except such costs, charges or expenses as are occasioned by his, her or its own
wilful neglect or default. The Corporation shall
provide reasonable liability insurance for Directors.
12. There shall be a President, a
Vice President, a Secretary, a Treasurer or in lieu of a Secretary and
Treasurer, a Secretary-Treasurer, and an Executive
Director and such other officers as the board of directors may determine by
by-law from time to time. One
person may hold more than one office except the offices of President and
Vice-President. The President and Vice President shall be elected by the board
of directors from among their number at the first meeting of
the board after the annual election of such board of directors, provided that
in default of such election the then incumbents, being members of
the board, shall hold office until their successors are elected. The Executive
Director shall be appointed by the Board of Directors under such terms and
conditions as may from time to time be agreed
to in writing between the Executive
Director and the authorized officers of the Corporation.
13. The President shall, when
present, preside at all meetings of
the members of the Corporation and
of the board of directors. The President shall also be charged with
overseeing the Executive
Director carries out his duties in a diligent, professional and effective
manner and take such actions as deemed
necessary to safeguard the general management and
supervision of the affairs and operations of the Corporation. The President
with the Secretary or other officer appointed by the board for the purpose
shall sign all the by-laws and membership
certificates. During the absence or inability of the President, his duties and
powers may be exercised by the Vice President, and if the Vice President, or
such other director as the board may from time to time appoint
for the purpose, exercises any such duty or power, the absence or inability of
the President shall be presumed with
reference thereto.
14. The Secretary shall be ex officio
clerk of the board of directors. He shall attend all meetings of
the board of directors and record all facts and minutes of all proceedings in
the books kept for that purpose. He shall give all notices required to be given
to members and directors. He
shall be the custodian of the seal of the Corporation and of all books, papers,
records, correspondence, contracts and other documents
belonging to the Corporation which he shall deliver up only when authorized by
a resolution of the board of directors to do so and to such person or persons
as may be named in the resolution, and he
shall perform such other duties as may from time to time be
determined by the board of directors.
15. The Treasurer, or person
performing the usual duties of a Treasurer, shall keep full and accurate
accounts of all receipts and disbursements of the
Corporation in proper books of account and shall deposit all moneys or other
valuable effects in the name and to
the credit of the Corporation in such bank or banks as may from time to time be
designated by the board of directors. He shall disburse the funds of the
Corporation under the direction of the board of directors, taking proper
vouchers therefor and shall render to the board of
directors at the regular meetings
thereof or whenever required of him, an account of all his transactions as
Treasurer, and of the financial position of the Corporation. He shall also
perform such other duties as may from time to time be
determined.
16. The Executive
Directors shall be charged with the general management and
supervision of the affairs and operations of the Corporation. The Executive
Director shall have the power to bind the Corporation in accordance with
Section 18 – Execution of Documents
subject to any restrictions that may from time to time be
imposed by the Board of Directors. The Executive
Director shall be a member of
the Executive Committee and any
other committees to which he may from time to time be
appointed.
17. 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.
18. There shall be an Executive
Committee and such committees of the Corporation as the board considers
necessary to assist in carrying out the objects of the Corporation and to
appoint the chairmen and members of
such committees and fix any remuneration if any to be paid to committee members.
The Executive
Committee shall be comprised of the President, Vice-President,
Secretary-Treasurer, Executive
Director and two members at
large. Between meetings of the Board, the Executive
Committee may conduct the Corporation business and affairs, except it shall not
make or alter Bylaws, or amend or
appeal resolutions of the Board. A majority of the Executive
Committee shall constitute a quorum.
19. Deeds, transfers, licences,
contracts and engagements on
behalf of the Corporation shall be signed by either the President, Vice
President or Executive Director and by the
Secretary, and the Secretary shall affix the seal of the Corporation to such
instruments as require the same.
Contracts in the ordinary course of the Corporation's
operations may be entered into on behalf of the Corporation by the President,
Vice President, Treasurer, Executive
Director or any person authorized by the board.
The President, Vice President, the directors,
Secretary or Treasurer, or any one of them, or any person or persons from time to time
designated by the board of directors may transfer any and all shares, bonds or
other securities from time to time standing
in the name of the Corporation in its individual
of any other capacity or as trustee or otherwise and may accept in the name and on
behalf of the Corporation transfers of shares, bonds or other securities from
time to time
transferred to the Corporation, and may affix the corporate seal to any such
transfers or acceptances of transfers, and may make, execute and deliver under
the corporate seal any and all instruments in
writing necessary or proper for such purposes, including the appointment of an
attorney or attorneys to make or accept transfers of shares, bonds or other
securities on the books of any company or corporation.
Notwithstanding any provisions to the contrary
contained in the by-laws of the Corporation, the board of directors may at any
time by resolution direct the manner
in which, and the person or persons by whom, any particular instrument,
contract or obligations of the Corporation may or shall be executed.
20. 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.
21. The membership
shall consist of the applicants for the incorporation of the Corporation and
such other organizations and other legal entities as are admitted as members by
the board of directors. A member of
the Corporation is an individual or organisation in
good standing and who have paid the required dues or fees.
An organization shall name a
designate and alternate(s) to represent the organization in the affairs of the
Corporation.
Members may resign by resignation in writing which
shall be effective upon acceptance thereof by the board of directors.
In case of resignation, a member shall
remain liable for payment of any
assessment or other sum levied or
which became payable by him to the
corporation prior to acceptance of his resignation.
Each member in
good standing shall be entitled to one vote on each question arising at any
special or general meeting of
the members save and except for members aged
sixteen (16) years and younger. Corporations, partnerships and other legal
entities may vote through a duly authorized proxy.
Each member shall
promptly be informed by the
Secretary of his admission as a member.
There shall be dues or fees payable by members, as
shall from time to time be fixed
by the board of directors, which shall become effective
only when confirmed by the members at
an annual or other general meeting.
The Secretary shall notify the members of
the dues or fees at any time payable
by them and, if any are not paid within 30 days of the date of such notice the members in
default shall thereupon automatically cease to be members of
the Corporation, but any such members may
on payment of all unpaid dues or
fees be reinstated by unanimous vote of the board of directors.
22. The annual or any other general meeting of
the members shall be held at the
head office of the Corporation or elsewhere in Ontario as the
board of directors may determine and on such day as the said directors shall
appoint.
At every annual meeting, in
addition to any other business that may be transacted, the report of directors,
the financial statements and
the report of the auditors shall be presented and a board of directors elected
and auditors appointed for the ensuing year and the remuneration of the
auditors shall be fixed. The members may
consider and transact any business either special or general without any notice
thereof at any meeting of the members. The
board of directors or the President or Vice President shall have power to call
at any time a general meeting of
the members of the Corporation.
No public notice nor advertisement of members' meetings,
annual or general, shall be required, but notice of the time and place
of every such meeting shall be given to
each member by sending the notice
by prepaid mail, telegraph or electronic notice, ten days before the time fixed for
the holding of such meeting;
provided that any meetings of members may
be held at any time and place
without such notice if all the members of
the Corporation are present thereat or represented by proxy duly appointed, and
at such meeting any business may be
transacted which the Corporation at annual or general meetings may
transact.
23. 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 the purpose of sending notice to any member,
director or officer for any meeting or
otherwise, the address of any member,
director or officer shall be his last address recorded on the books of the
Corporation.
24. Any meetings of
the Corporation or of the directors may be adjourned to any time and from
time to time and such business
may transacted at such adjourned meeting as
might have been transacted at the original meeting from
which such adjournment took
place. No notice shall be required of any such adjournment. Such
adjournment may be made
notwithstanding that no quorum is present.
25. A quorum for the transaction of
business at any meeting of members
shall consist of not less than three members
present in person or represented by proxy; provided that in no case can any meeting be
held unless there are two members
present in person.
26. Subject to the provisions, if
any, contained in the Letters Patent of the Corporation, each member of
the Corporation shall at all meetings of members be
entitled to one vote and he may vote by proxy. Such proxy need not himself be a
member but before voting shall
produce and deposit with the Secretary sufficient appointment in
writing from his constituent or constituents. No member shall
be entitled either in person or by proxy to vote at meetings of
the Corporation unless he had paid all dues or fees, if any, then payable by
him.
At all meetings of members
every question shall be decided by a majority of the votes of the members
present in person or represented by proxy unless otherwise required by the by-laws
of the Corporation, or by law. Every question shall be decided in the first
instance by a show of hands unless a poll be demanded by any member. Upon
a show of hands, every member
having voting rights shall have one vote, and unless a poll be demanded a
declaration by the Chairman that a resolution has been carried or not carried
and an entry to that effect in the minutes of the Corporation shall be
admissible in evidence as prime facie
proof of the fact without proof of the number or proportion of the votes
accorded in favour of or against such resolution. The demand for a poll may be
withdrawn, but if a poll be demanded and not withdrawn the question shall be
decided by a majority of votes given by the members
present in person or by proxy, and such poll shall be taken in such manner as
the Chairman shall direct and the result of such poll shall be deemed the
decision of the Corporation in general meeting upon
the matter in question. In case of an equality of votes at any general meeting,
whether upon a show of hands or at a poll, the Chairman shall be entitled to a
second or casting vote.
27. Unless otherwise ordered by the
Board of Directors, the fiscal year of the Corporation shall begin on January
1, and terminate on December 31.
28. All cheques, bills of exchange or
other orders for the payment of
money, notes or other evidences of indebtedness issued in the name of the
Corporation, shall be signed by such officer or officers, agent or agents of
the Corporation and in such manner as shall from time to time be
determined by resolution of the board of directors and any one of such officers
or agents may alone endorse notes and drafts for collection on account of the
Corporation through its bankers, and endorse notes and cheques for deposit with
the Corporation's bankers for the credit of the Corporation, or the same may be
endorsed "for collection" or "for deposit" with the bankers
of the Corporation by using the Corporation's rubber stamp for the purpose. Any
one of such officers or agents so appointed may arrange, settle, balance and
certify all books and accounts between the Corporation and the Corporation's
bankers and may receive all paid cheques and vouchers and sign all the bank's
forms or settlement of balances and release
or verification slips.
29. The securities of the Corporation
shall be deposited for safekeeping with one or more bankers, trust companies or
other financial institutions to be selected by the board of directors. Any and
all securities so deposited may be withdrawn, from time to time, only
upon the written order of the Corporation signed by such officer or officers,
agent or agents of the Corporation, and shall from time to time be
determined by resolution of the board of directors and such authority may be
general or confined to specific instances. The institutions which may be so
selected as custodians by the board of directors shall be fully protected in
acting in accordance with the directors of the board of directors and shall in
no event be liable for the due application of the securities so withdrawn from
deposit or the proceeds thereof.
30. Any notice (which term includes
any communication or document) to be
given, sent, delivered or served pursuant to the Act, the letters patent, 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 notice is published in
the Sault Star or if delivered to his recorded address or if mailed to him at
his recorded address by prepaid air or ordinary mail, or if sent to him at his
recorded address by any means of
prepaid transmitted or recorded communication. A notice so delivered shall be
deemed to have been given when
it is delivered personally or the date it is published in the Sault Star or at
the recorded address as 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 when dispatched or delivered to the appropriate communication
company or agency or its representative for dispatch. The Secretary may change
or cause to be changed the recorded address of any member,
director, officer or auditor in accordance with any information believed to him
to be reliable.
31. The Board of Directors may
prescribe such rules and regulations not inconsistent with the By-laws of the Corporation
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 from that time cease to
have any force and effect.
32. The directors may from time to time
(a) borrow money on the credit of the Corporation; or
(b) issue, sell or pledge securities of the
Corporation; or
(c) charge, mortgage, hypothecate or pledge all or
any of the real or personal property of the Corporation, including book debts,
rights, powers, franchise and undertakings, to secure any securities or any
money borrowed, or other debt, of any other obligation or liability of the
Corporation.
(d) pledge or sell such debentures or other
securities for such sums and at such prices as may be deemed
expedient; and
From time to time the
directors may authorize any director, officer or employee of the Corporation of
any other person to make arrangements with
reference to the moneys borrowed or to be borrowed as aforesaid and as to the
terms and conditions of the loan thereof, and as to the securities to be given
therefore, with power to vary or modify such arrangements,
terms, and conditions and to give such additional securities for any moneys
borrowed or remaining due by the Corporation as the directors may authorize,
and generally to manage, transact and settle the borrowing of money by the
Corporation.
33. In these by-laws and in all other
by-laws of the Corporation hereafter passed unless the context otherwise
required, 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 shall include firms and corporations.
PASSED by
the Board of Directors and sealed with the corporate seal this 16th
day of April , 2002.
Charles C. Whitfield Greg Punch
President Secretary/Treasurer