By-laws
BY-LAW NUMBER FIVE
20 APRIL 2022
PRINCESS PATRICIA’S CANADIAN LIGHT INFANTRY ASSOCIATION
BY-LAW NUMBER FIVE
A By-law relating generally to the conduct of the affairs of
Princess Patricia’s Canadian Light Infantry Association
TABLE OF CONTENTS
Section 1 — General
Section 2 — Membership
Section 3 — Membership Dues, Termination and Discipline
Section 4 — Financial Arrangements
Section 5 — Meetings of Members
Section 6 — Directors
Section 7 — Meetings of Directors
Section 8 — Officers
Section 9 — Honorary Appointments
Section 10 — Notices
Section 11 — Dispute Resolution
Section 12 — By-law and Effective Date
SECTION 1 — GENERAL
1.01 Introduction
1. The Act, defined below, and the pursuant but separate Regulations apply to all aspects of the operation of the Association. This By-law refines and amplifies some, but not all, of these rules and regulations. For this reason, should any circumstance not covered by the By-law arise, the Act and Regulations, as the default, must be carefully examined to find the applicable directive. For this reason, those developing Association plans, policies and procedures must be very familiar with the Act and its Regulations as well as the Articles and this By-law.
2. In the terms of Subsection 2. (5.1) of the Act, the Association is defined as a “soliciting corporation” as it will have received income in excess of the prescribed amount in the form of donations, gifts, or governmental grants during the prescribed period. This generates a requirement for the annual submission of certain financial documents.
1.02 Definitions
In this By-law and all other by-laws of the Association, unless the context otherwise requires:
a. “Act” means the Canada Not-for-profit Corporations Act S.C. 2009, c.23 including the Regulations made pursuant to the Act, and any statute or regulations that may be substituted, as amended from time to time;
b. “Articles” means the Association’s Articles of Continuance filed with Corporations Canada pursuant to the Act, as may be amended from time to time;
c. “Association” means Princess Patricia’s Canadian Light Infantry Association;
d. “Board” means the Board of Directors of the Association;
e. “Branch” means the administrative grouping of the members of a city or region, except that the e-Branch is an informal grouping of e-members without consideration of their individual locations, administered by the Chair of the Membership Committee;
f. “Branch President” means a member of the executive of a branch, elected by the members of the branch to serve as President;
g. “By-law” means this By-law and any other by-law of the Association as amended and which are, from time to time, in force and effect;
h. “Corporation” means Princess Patricia’s Canadian Light Infantry Association;
i. “Council” means the Council of Presidents;
j. “Director” means a member of the Board of Directors of the Association;
k. “e-Member” is not a class of member, but rather the description of a member or of a supporting member who has agreed that all correspondence with the Association will be by electronic means, and who thus will not receive any printed material or publications from the Association by mail and/or in hard copy. An e-member may be a member of a geographic branch, although this would be unusual;
l. “Meeting of Members” includes an Annual General Meeting of Members (AGM) or a Special Meeting of Members;
m. “Officer” means an individual appointed as an officer of the Association in accordance with this By-law;
n. “Ordinary Resolution” means a resolution passed by a majority of not less than 50% plus one of the votes cast on that resolution;
o. “Proposal” means a proposal submitted by a member of the Association that meets the requirements of Section 163 (Shareholder Proposals) of the Act;
p. “Regulations” means the separate but related regulations made under the Act, as from time to time amended, restated or in effect;
q. “Reinstatement of a Branch Charter” means that the Board has approved the application of a group of members to recommence operations as a branch of the Association and has rescinded the suspension of the Branch Charter;
r. “Revocation of a Branch Charter” means that the Board has formally recognized that a branch must permanently cease operations and, as a result, has decided to revoke the Branch Charter. (This is an exceptional measure as there is no possibility for reinstatement of a branch with the same name.);
s. “Special Meeting of Members” includes a meeting of any class or classes of members and a Special Meeting of all members entitled to vote at an AGM;
t. “Special Resolution” means a resolution passed by a majority of not less than two-thirds (2/3) of the votes cast on that resolution; and,
u. “Suspension of a Branch Charter” means the Board has recognized that a branch is no longer operating, and as a result has decided to suspend the Branch Charter.
1.03 Interpretation
1. In the interpretation of this By-law, words in the singular include the plural and vice-versa, words in one gender include all genders, and “person” includes an individual, body corporate, partnership, trust, and unincorporated organization.
2. Other than as specified in paragraph 1.01 above, words and expressions defined in the Act have the same meanings when used in this By-law.
1.04 Corporate Seal
The Seal of the Association, an impression of which is stamped on the title page of this document, shall be the Corporate Seal of the Association. An officer of the Association shall have custody of the Corporate Seal and shall affix the same in such a manner and upon such occasion as the Board may direct.
1.05 Execution of Documents
Deeds, transfers, assignments, contracts, obligations, and other instruments in writing requiring execution by the Association may be signed by any two of its officers or directors. In addition, the Board may from time to time direct the manner in which, and the person or persons by whom, a particular document or type of document shall be executed. Any person authorized to sign any document may affix the Corporate Seal to the document. Any signing officer may certify a copy of any instrument, resolution, by-law, or other document of the Association to be a true copy thereof. In accordance with Section 27 of the Act, a document is not invalid merely because the Corporate Seal is not affixed to it.
1.06 Rules of Order for Meetings
In any meeting of the Board or members of the Association, Robert’s Rules of Order Revised shall be rules governing the conduct of the meeting, except that in case of any conflict between Robert’s Rules, and the Act or attendant Regulations, the later shall have precedence.
SECTION 2 — MEMBERSHIP
2.01 Membership Conditions
1. Membership in the Association shall not be open to corporations or other entities. As approved in the Articles of Continuation, there are two classes of membership in the Association: namely, Members and Supporting Members. Except as noted in paragraph 2.01 2.b.(2) below, the Board has delegated, subject to their review, authority to approve the admission of members and supporting members of the Association to each of the Secretary, the Chair of the Membership Committee, and the applicable Branch President. Members may also be admitted in such other manner as may be prescribed by the Board, approved by ordinary resolution at a meeting of the Board. Membership is not transferable between classes.
2. The following conditions of membership shall apply:
a. Members
(1) Voting membership shall be available only to Members who have applied and have been accepted for voting membership in the Association. Membership shall be restricted to those who support the Objects of the PPCLI Association, agree to be bound by the Articles and By-laws of the Association, and who are:
(a) Retired or serving members of the PPCLI; or
(b) Retired or serving members of the Canadian Armed Forces, who have been posted or attached to, or have served with, a unit of the PPCLI; or
(c) The spouse or partner of those eligible to be members (living or deceased).
(2) The term of membership of a member shall be annual, and subject to renewal by the Secretary, the Chair of the Membership Committee, or the appropriate Branch President.
(3) As set out in the Articles, each member is entitled to receive notice of, attend and vote at all meetings of members and each such member shall be entitled to one vote at such meetings.
b. Supporting Members
(1) Non-voting membership shall be available only to Supporting Members who have applied and have been accepted for non-voting membership in the Association. Membership shall be restricted to those who support the Objects of the PPCLI Association, agree to be bound by the Articles and By-laws of the Association, and who are:
(a) Direct descendants of a member or a person eligible to be a member, who are 18 years of age or older; or,
(b) Parents, or, with the approval of the Board, up to two siblings or other close relatives of a deceased person qualified to be a member; or,
(c) Others who have made or may make a significant contribution to the Association, and who have applied or been recommended by the President of the Association or by a Branch President or Chair of the Membership Committee.
(2) Subject to their review, the Board has delegated authority to confirm eligibility and to approve applications for Supporting Membership for those in the categories described in paragraph 2.01 2.b.(1)(a) and (b) above, to the Secretary, the Chair of the Membership Committee, and to Branch Presidents. Supporting Membership for those falling into the category described in paragraph 2.01 2.b.(1)(c) above requires approval by the Board.
(3) Associate or Honorary Memberships that may be granted by a Branch do not grant or imply Supporting Membership in the Association.
(4) The term of membership of a Supporting Member shall be annual, and subject to renewal by the Secretary, the Chair of the Membership Committee, or Branch President, upon payment of the prescribed annual dues.
(5) Subject to the Act and the Articles, a Supporting Member shall not be entitled to receive notice of, attend or vote at any Association meeting.
3. Members and supporting members may be e-members, and thus receive correspondence and publications only via electronic means.
4. Pursuant to Subsection 197 (1) of the Act (Fundamental Changes), a special resolution of the members is required to make any amendments to this section of the By-law if those amendments affect membership rights and/or conditions described in Subsections 197 (1)(d), (e), (f), (g), and (h).
2.02 Branches
1. To facilitate local activities in support of the Objects, and to provide a means for personal interaction, members located in city or region may form a Branch of the PPCLI Association. In addition, e-members are assigned to an informal group administered by the Chair of the Membership Committee, commonly referred to as the e-Branch.
a. Ten or more members may apply to the Board to form a Branch. The Board will determine the number of members necessary to reinstate a Branch whose Charter has been suspended. Each application will be reviewed to ensure that any conditions set by the Board are met.
(1) Upon the recommendation of the Board by special resolution, the formation of a Branch must be approved by special resolution at a Meeting of Members for a Branch to be granted a Charter.
(2) The reinstatement of a suspended Branch Charter must be approved by a resolution of the Board.
b. Branches must operate within and in accordance with the Articles and By-laws of the Association. The Board will issue instructions for the operation of branches. In keeping with these instructions, branches may have their own by-laws, approved by their members. Branches are independent financial entities, and the Branch Executive is accountable to branch members. Branches must have a member-approved plan for the disbursement of branch funds and property in the event the Branch Charter is revoked, or the Association is dissolved.
c. Branches may approve their own Branch Associate or Honorary Members, but this membership shall not grant nor imply Association Supporting Membership.
d. Branches may not apply for incorporation under the Act or under any Provincial Act.
e. A branch may not suspend nor revoke its own Charter. However:
(1) as a result of either a motion passed by the branch which ceases its operation, or the Board determining a branch is no longer operating, the Charter of a Branch may be suspended by approval of a resolution by the Board; and,
(2) in exceptional cases when reinstatement of a Branch is considered to be impossible, revocation of the Branch Charter must be recommended by special resolution of the Board and submitted for approval by the passage of a special resolution at a Meeting of Members.
f. In the event that a Branch Charter is suspended, or is revoked, thus resulting in the Branch being dissolved, the distribution of branch funds and property will be decided by the members of the branch.
2. Members or supporting members not residing in proximity to a branch or living outside Canada may chose a branch they wish to join or may be an e-member. Members or supporting members residing in the city or region where there is a branch need not be a member of the branch but may instead be an e-member.
3. A special resolution of members, recommended by a special resolution of the Board, is required to make any the amendment to the By-laws of the Association to change the manner of approval of an application to form a branch, or to suspend or revoke the Charter of a branch.
2.03 Council of Branch Presidents
The Board will issue instructions for the operation of the Council of Branch Presidents, commonly referred to as the Council. The purpose of the Council is to advise and provide feedback to the Chair and Board of Directors. Members of the Council are the Executive Committee and all Branch Presidents. The Council will meet at the call of the Chair of the Board.
2.04 Absentee Voting by Mailed-in Ballot
1. Pursuant to Subsection 171. (1) of the Act (Absentee Voting), a member entitled to vote at a meeting of members may vote by mailed-in (i.e., secret) ballot. This method of absentee voting can be used only for slates of nominees or for resolutions for which amendments at the meeting are not allowed. The method to be used for mailed-in ballots will be very similar to that used by Elections Canada for voting by members of the Canadian Armed Forces while serving abroad.
2. Members wishing to vote by mailed-in ballot will apply in writing to the Secretary, providing a signature. The Secretary will respond to the member, enclosing a ballot for each resolution, and an inner and outer envelope. The member will mark each ballot and enclose it in the inner envelope, which is to be sealed once all ballots are enclosed. No identifying mark is to be placed on the inner envelope. The inner envelope is to be enclosed in the outer envelope, which will be signed by the member, across the flap.
3. When the envelope mailed by the member is received, the Secretary will verify the signature, log in the fact of the response, and remove the inner envelope containing the ballots. Without opening or making an identifying mark on the inner envelope, the Secretary will place it with other ballots in safekeeping. Immediately before the meeting, assisted by another Officer or Member of the Governance or Membership Committee, the Secretary will open the envelopes and tally the votes. Any ballot or envelope found to have an identifying mark will be discarded as a spoiled ballot.
4. A member who submits an absentee ballot by mail shall not vote again by electronic means. Any member who has submitted an absentee ballot and who subsequently attends the meeting shall not again vote on the resolution or election for which the absentee ballot has already been submitted.
5. The Secretary will include the results of mailed-in ballots in the count for a candidate for election, or for and against the resolution, when enumerating votes at the meeting.
6. Provided members not present may access a meeting electronically, by telephone or other communications method, and there is a method and means of receiving, authenticating and tabulating votes cast through these means, it is not necessary that the Chair of the meeting provide for absentee voting by means of mailed-in ballots. Such absentee votes by electronic means shall be collected, counted, and reported as if the member were present at the meeting.
2.05 Absentee Voting by Electronic Means
1. Pursuant to Subsection 171. (1) of the Act (Absentee Voting), a member entitled to vote at a Meeting of Members may vote by (secret) electronic ballot. This method of absentee voting can be used only for slates of nominees or for resolutions for which amendments at the meeting are not allowed. Voting by electronic means will use the services of an online survey and voting tool (the online tool) which guarantees the privacy of responses.
2. Members wishing to vote by electronic means will apply the Secretary by email. The Secretary will verify the email address of the member and send it together with the ballot details to the online tool, which will then send an email containing the ballot information to the member. The member will respond to the online tool using a code provided.
3. The online tool will forward the ballot choices of the member, without any identification as to the source, to the Secretary. The Secretary, assisted by another officer or member of the Governance or Membership Committee will tally the votes immediately before the meeting.
4. A member who submits an absentee ballot by electronic means shall not vote again by mail. Any member who has submitted an absentee ballot and who subsequently attends the meeting shall not again vote on the resolution or election for which the absentee ballot has already been submitted.
5. The Secretary will include the results of electronic ballots in the count for a candidate for election, or for and against the resolution when enumerating votes at the meeting.
SECTION 3 — MEMBERSHIP DUES, TERMINATION AND DISCIPLINE
3.01 Membership Dues
1. On the recommendation of the Board, Members, by ordinary resolution at an AGM, will establish the amount of annual dues for members, supporting members, and e-members. Annual dues may be waived for those members who have prepaid for Life Memberships, for those previously admitted as Honorary Members, or for other members or supporting members approved by the Board. The Secretary, the Chair of the Membership Committee and Branch Presidents are tasked to control and manage the initial membership and subsequent renewals of the gratis three-year memberships made available to eligible retiring CAF members (Retirement Memberships), and to the survivors of those deceased who were at any time eligible to be members (Memorial Memberships).
2. Members shall be notified, in writing or by other means, of the amount of annual membership dues payable by them. Normally, if applicable dues are not paid within three calendar months of the renewal date, then the Secretary, the Chair of the Membership Committee, or the Branch President, as applicable, may suspend all membership privileges, including voting, until the dues owing are paid. If the member, supporting member, or e-member has not paid in full the dues owing by 31 December of the membership year, then that member may be considered to be in default, and their membership in the Association may be terminated by the Secretary, the Chair of the Membership Committee, or the Branch President.
3.02 Termination of Membership
1. A membership in the Association is terminated:
a. by decision of the Secretary, the Chair of the Membership Committee, or the Branch President should:
(1) the term of membership of the member or supporting member expires, including through non-payment of dues within the prescribed period (see paragraph 3.01.2 above); or,
(2) the member or supporting member fail to maintain any of the qualifications for membership described in paragraph 2.01 of these By-laws;
b. in accordance with this By-law, should:
(1) the member or supporting member resign by delivering a written notification to the Chair of the Board; to the applicable Branch President; or, in the case of e-members, to the Chair of the Membership Committee. (The resignation shall be effective on the date specified in the written resignation.); or,
(2) the member or supporting member be expelled in accordance with paragraph 3.03 below, or is otherwise terminated in accordance with the Articles or By-laws; or,
(3) the member or supporting member die; or,
(4) the Association be liquidated or dissolved under the terms of the Act.
2. Upon any termination of membership, the rights of the member or supporting member, including any rights in the property of the Corporation, automatically cease to exist.
3.03 Discipline of Members
1. The Board shall have authority to suspend or expel any member or supporting member from the Association for any one or more of the following grounds:
a. violation of any provision of the Articles, By-laws, or written policies of the Association;
b. conduct which may be detrimental to the Association as determined by the Board in its sole discretion; or,
c. other reason that the Board in its sole and absolute discretion considers to be reasonable, having regard to the purposes of the Association.
2. In the event that the Board determines that a member or supporting member should be suspended or expelled from membership in the Association, the President, or such other officer as may be designated by the Board, shall provide twenty days’ notice of suspension or expulsion to the member, and shall provide reasons for the proposed suspension or expulsion. The member or supporting member may make a written submission to the President, or such other officer as may be designated by the Board, in response to the notice received within such twenty-day period. If no written submission is received by the President, then the President, or such other officer as may be designated by the Board, may proceed to notify the member or supporting member that they are suspended or expelled from membership in the Association. If a written submission is received in accordance with this section, the Board will consider it in arriving at a final decision and shall notify the member or supporting member concerning such final decision within a further twenty days from the date of receipt of the submission. The Board’s decision shall be final and binding on the member or supporting member, without any further right of appeal.
SECTION 4 – FINANCIAL ARRANGEMENTS
4.01 Financial Year (FY) End
The financial year-end of the Association is determined by the Board, but is normally 31 December annually.
4.02 Banking Arrangements
The banking business of the Association shall be transacted at such bank, trust company or other firm or corporation carrying on a banking business in Canada or elsewhere as the Board may designate, appoint, or authorize from time to time by resolution. The banking business or any part of it shall be transacted by an officer or officers of the Association and/or other persons as the Board may by resolution from time to time designate, direct, or authorize.
4.03 Soliciting Corporation
The Association is a soliciting corporation as defined in Subsection 5.1 of the Act (Soliciting Corporation). The Association meets all the requirements of a soliciting corporation.
4.04 Annual Financial Statements
1. In accordance with Subsection 172(1) of the Act (Annual Financial Statements) and Section 75 of the Regulations, the Association must prepare annual financial statements which comply with the requirements of the Act. The financial statements must be prepared in accordance with the Canadian generally accepted accounting principles (GAAP) which are set out in the CPA Canada Handbook – Accounting, or in CPA Canada Public Sector Accounting Handbook
2. Financial statements are to be approved by the Board and must be presented for the information of members at the AGM following the end of the FY. In accordance with Subsection 79(1) of the Regulations, financial statements must include a balance sheet; a statement of income or retained earnings; a statement of changes in equity (or an income statement); and a statement of cash flows or changes in the financial position.
3. The Association may, instead of sending copies of the annual financial statements and other documents referred to in Subsection 172 (1) of the Act (Annual Financial Statements) to members, publish a notice to its members stating that the annual financial statements and documents are available on the web site of the Association, and at the registered office of the Association. Any member may, on request, obtain a copy free of charge at the registered office or by prepaid mail.
4. Copies of financial statements must also be provided to Corporations Canada within the times prescribed in Subsection 176 (1) (a) of the Act (Copies to Director).
4.05 Public Accountant and Annual Review
1. In accordance with Section 179 of the Act (Definition of Designated Corporation), the Association is a designated corporation, and must, by ordinary resolution at each AGM (Subsection 181 (1)), appoint a public accountant to hold office until the close of the following AGM. The public accountant must meet the qualifications detailed in Subsection 180 (1) the independence criteria in Subsection 180 (2) of the Act. In accordance with Subsection 180 (4) of the Act, renumeration of the public accountant may be fixed by the Board.
2. Provided that the Association does not exceed $250,000 gross annual revenue, and that members at the AGM each year pass an appropriate special resolution, in accordance with Subsection 188 (2) of the Act (Review Engagement – Designated Corporations), the public accountant is to conduct a review engagement rather than an audit engagement. As is detailed in Sections 83 and 84 of the Regulations, the public accountant is to conduct the review and prepare their report in accordance with the generally accepted auditing standards set out in the CPA Canada Handbook – Assurance.
3. In accordance with Section 191 of the Act (Report on Financial Statements), the report of the public accountant is to be presented, along with the financial statements, to members at every AGM.
SECTION 5 — MEETINGS OF MEMBERS
5.01 Calling and Place of AGMs
The time and place of AGMs shall be determined by the Board, normally in time for an announcement to be made at the preceding AGM. Should it be necessary to change either the time or place of the meeting, at least 21 days’ notice must be given to members.
5.02 Calling and Place of Special Meetings of Members
The time and place of Special Meetings of Members shall be determined by the Board. In addition, a requisition to Directors signed by five percent of members eligible to vote at a meeting of members will cause the Board to call a Special Meeting of Members in accordance with Section 167 of the Act (Requisition of Meeting). Members must be given 60 days’ notice of a Special Meeting of Members.
5.03 Time Period Between AGMs
An AGM must be held not later than 15 months after the preceding AGM, and also not later than six months after the end of the preceding financial year.
5.04 Notice of Meeting of Members
1. Notice of the time and place of an AGM shall be given to each member entitled to vote at the meeting by one or more of the following means:
a. by telephonic, electronic, or other communication facility to each member entitled to vote at the meeting, during a period of 21 to 35 days before the day on which the meeting is to be held; or,
b. by mail, courier or personal delivery to each member entitled to vote at the meeting, during a period of 21 to 60 days before the day on which the meeting is to be held.
2. In addition, notice of the time and place of a meeting may be published in the Newsletter or Bulletin of the Association sent by mail or electronically to all members, during the period of 21 to 60 days before the meeting.
3. Pursuant to Subsection 197. (l) of the Act (Fundamental Changes), a Special Resolution of Members is required to make any amendment to the By-law of the Association to change the manner of giving notice to members entitled to vote at a meeting of members.
5.05 Persons Entitled to be Present
The only persons entitled to be present at a meeting of members shall be those entitled to vote at the meeting, the Directors and the public accountant of the Corporation, and such other persons who are entitled or required under any provision of the Act, Articles or By-laws of the Association to be present at the meeting. Any other person may be admitted only on the invitation of the Chair of the meeting or by resolution of the members.
5.06 Chair of the Meeting
If both the Chair and the Vice-Chair are absent, the members who are present and entitled to vote at the meeting shall choose one of their number to chair the meeting.
5.07 Quorum
A quorum at any AGM or Special Meeting of Members shall be 30 members entitled to vote at the meeting. If a quorum is present at the opening of a meeting of members, the members present may proceed with the business of the meeting even if a quorum is not present throughout the meeting.
5.08 Agenda Items at Meetings of Members
1. The Agenda for every AGM will at a minimum contain:
a. a Minute of Silence to remember Fallen Comrades, as was introduced and stipulated by the Founder at the first meeting of the Patricia Club (P.P.C.L.I. Old Comrades’ Association) in Ottawa in November 1919;
b. approval of the Agenda of the Meeting;
c. approval of the Minutes of the previous AGM, and of any Special Meetings of Members which have taken place since the last AGM;
d. acceptance of the reviewed or audited financial statement of the previous FY (including the report of the public accountant), the budget for the current FY, and the forecast for the next FY;
e. approval of the appointment of a qualified public accountant to conduct an audit or review engagement of the financial statements of the Association;
f. if appropriate, approval by special resolution, that the public accountant conduct a review engagement (rather than an audit engagement) of Association financial statements for the following FY;
g. acceptance and as required approval of Reports by the President, Chairs of Standing Committees, and Chairs of other Committees appointed by the Board;
h. information on the next, and insofar as possible, future AGMs;
i. if required, approval of recommended appointments; election and re-election of Directors; and the election of both the Chair of the Board/President of the Association and the Vice-Chair/Vice-President; and,
j. any necessary vote on matters or proposals received in accordance with this By-law and the Act.
2. The Agenda for a Special Meeting of Members called in accordance with paragraph 5.02 of this By-law, a requisition to the Board, will contain only the item of business contained in the requisition, and which was also included in the Notice of the Special Meeting of Members.
3. A Special Meeting of Members called at the discretion of the Board may contain items of business decided upon by the Board, and which are included in the Notice of Meeting.
5.09 Meeting Held Wholly or Partially by Electronic Means
1. If the Directors or members of the Association call an AGM or other meetings of members pursuant to the Act, those Directors or members, may determine that the meeting shall be held, in accordance with the Act and the Regulations, wholly or partially by means of a telephonic, electronic, or other communication method. Thus, members present for the meeting may be joined electronically by members not actually present, or alternatively, the meeting may be held with all members connected electronically. However, members participating electronically must be able to clearly hear and to be heard by all those attending the meeting. In addition, there must be a means to collect, count and include their votes on motions as if they were present at the meeting. In accordance with Subsection 159. (4) of the Act, members participating in a meeting electronically in this manner are deemed to have been present at the meeting.
2. The meeting by electronic means will be conducted by means of a conference call using telephones, speakerphones, computers running a web conferencing program, or other suitable electronic devices. Individual members may be allowed to dial in, but branches will be encouraged to gather as many members as possible in a suitable room or rooms, each with a communication device. A controller, who will coordinate and control the communications in a manner very similar to a “directed net”, will assist the Chair. Special instructions will be issued for each meeting conducted in this manner.
3. Normal voting may be conducted by show of hands of those present at the meeting, or by voice by those using electronic communication. However, it will not be possible to carry out a vote by secret ballot should this be requested by a member in accordance with Subsection 165(1) of the Act (Voting). Should this situation arise, the Chair will suspend the motion until such time as arrangements can be made to conduct the vote on the motion by means of mail-in ballots and electronic voting, using the methods described in paragraphs 2.04 and 2.05 of this By-law.
5.10 Votes to Govern
At any AGM every question shall, unless it is a special resolution requiring a two-thirds majority, be determined by a majority of the votes cast on the questions. In the event of a tie vote, the Chair, in addition to an original vote, shall have a second, casting and deciding vote.
SECTION 6 — DIRECTORS
6.01 Membership in the Association
Potential Directors must be members of the Association in order to be eligible for nomination and must maintain membership while a Director.
6.02 Nomination of Directors
1. Directors will be nominated by a Nominating Committee reporting to the Chair of the Board. The Chair of the Nominating Committee will be the Past President of the Association, and the Vice-Presidents East and West will normally be members. Other Directors or members of the Association may be asked to assist the Committee. The Committee will be constituted any time that the Board determines a requirement. They will seek nominees from among the members of the Association who meet the qualifications listed on Subsection 126(1) of the Act, ensuring that the requirements of Subsection 128(9) are met. The number of nominations required and their potential term of office will be determined by the Chair of the Board, considering the number of vacancies expected at the next AGM, and the plan to stagger terms developed by the Board.
2. The Nominating Committee will seek nominations from members of the Association, reminding that nominations cannot be accepted from the floor during the meeting in order that there can be absentee balloting both by mail and by electronic means. The Chair will declare nominations to be closed at a date and time set to allow the administration of absentee voting in accordance with paragraph 2.04 and 2.05 of this By-law.
6.03 Election and Term
1. Members will normally elect and re-elect Directors at each AGM. Directors shall be elected to hold office for a term expiring not later than the close of the third AGM following the election i.e., the maximum term is to be four years. In order to maintain continuity, the Board must develop and review at least annually a plan for terms of Directors such that retirements and replacements by election are staggered. Upon the expiration of their term of office, Directors may be re-elected for another term without an interval between terms. The maximum number of consecutive terms as a Director, without interval, is three.
2. If a Director position becomes vacant through resignation or for any other reason, the Board may appoint one or more Directors in accordance with Article 10.b of the Articles of Continuation. The Nominating Committee may be tasked to assist in this process.
6.04 Board of Directors
The Directors collectively form the Board of Directors. The Board will manage or supervise the management of the activities and affairs of the Association on behalf of the members, except that the Board shall not issue debt obligations, borrow money, give guarantees on behalf of the Association or mortgage any property of the Association without the approval of members in a special resolution requesting authority to do so.
6.05 Committees
1. An Executive Committee of the Board will meet regularly to conduct the business of the Board and of the Association, and to manage projects. The Chair of the Board will normally chair the Executive Committee. Members are the Vice-Chair and the Vice-Presidents East and West of the Association, and at least one additional Director selected by the Chair. The Treasurer will normally participate in meetings of the Committee, and the Past President, the Chairs of other Committees, and other members may participate at the call of the Chair if warranted by Items on the Agenda. The Secretary will normally act as the secretary of this Committee and will prepare Minutes of the Meetings. In accordance with Subsection 138(1) of the Act (Delegation), the Executive Committee is delegated the powers of the Board of Directors, except for the restrictions listed in Subsection 138. (2) (Limits of Authority). Among these restrictions are:
a. submitting to members any question requiring the approval of the membership;
b. filling a vacancy among the Directors or appointing additional Directors;
c. approving Financial Statements (Section 172); and,
d. adopting, amending, or repealing By-laws.
2. The Board may appoint Standing Committees, and in addition may from time to time appoint any committee or other advisory body as it deems necessary or appropriate for such purposes and, subject to the Act, with such powers as the Board shall see fit. Chairs of committees may be Directors. Subject to the approval of the Board, Committee Chairs will recruit Association members to be members of their committees. Members of committees must be Association members, except that supporting members may be non-voting advisors to committees. Any such committee may formulate its own rules of procedure, subject to such directions as the Board may from time-to-time issue. Chairs of committees will appoint a member of the committee to act as secretary. Any committee member may be removed by approval of a resolution of the Board.
3. Committees may meet entirely by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting.
6.06 Liability
No Director or officer of the Association shall be liable for the acts, deceits, neglect or defaults of any other Director or officer for any loss, damage or expense occurring to the Association through the insufficiency, or deficiency of title to any property acquired by order of the Board for, or on behalf of the Association, or for the insufficiency or deficiency of any security in or upon which any monies of or belonging to the Association, shall invested, or for any loss or damage arising from the bankruptcy, insolvency or tortuous act of any person or institution with whom the Association has contracted, provided that nothing herein shall relieve any Director or officer from the duty to act in accordance with Statute and its regulations or from liability for any breach thereof, or from one’s own wilful neglect or default.
6.07 Indemnification
1. The Association shall, subject to the limitations contained in Statue, indemnify a Director, or officer of the Association, or a person who acts or acted at the Association’s request as a Director, an officer of the body corporate of which the Association is or was a member or creditor, against all cost, charges and expenses, including an amount paid to settle an action or satisfy a judgement, reasonably incurred in respect of any civil, criminal or administrative action to which a Director or officer is made a party by reason of being, or having been a Director or an officer of the Association if:
a. The Director or officer acted honestly and in good faith with a view to the best interests of the Association; and,
b. In the case of criminal or administrative action or proceeding that is enforced by a monetary penalty, the Director or officer had reasonable grounds for believing that one’s conduct was lawful.
2. The Association shall also indemnify such persons in such other circumstances as permitted or required by Statute.
6.08 Insurance
The Association shall purchase and maintain insurance for the benefit of any member, supporting member or other individual acting on behalf of the Association in the capacity of Director, officer, or agent of the Association against any liability incurred by such person.
SECTION 7 — MEETINGS OF DIRECTORS
7.01 Calling and Place of Meetings
The Chair or Vice-Chair of the Board, or any two Directors may call meetings of the Board at any time. Whether the meeting will be held wholly or partially by electronic means, and, if applicable, the place of the meeting, will be designated when the meeting is called.
7.02 Notice of Meeting
Notice of the time and place of a meeting of the Board shall be given, in the manner provided in paragraph 10.01 of this By-law, to every Director of the Association, not less than five full days before the time when the meeting is to be held. Notice of a meeting shall not be necessary if all the Directors are present, and none objects to the holding of the meeting, or if those absent have waived notice of or have otherwise signified their consent to the holding of such meeting. Notice of an adjourned meeting is not required if the time and place of the adjourned meeting is announced at the original meeting. The Notice of Meeting need not specify the purpose or the business to be transacted at the meeting except that a Notice of Meeting of Directors shall specify any matter referred to in Subsection 138 (2) of the Act (Limits on Authority) that is to be dealt with at the meeting.
7.03 Regular Meetings
The Board may appoint a day or days in any month or months for regular meetings of the Board at a place and hour to be named. A copy of any resolution of the Board fixing the place and time of such regular meetings of the Board shall be sent to each director forthwith after being passed, but no other notice shall be required for any such regular meeting except if Subsection 136. (3) of the Act (Notice of Meeting) requires the purpose thereof or the business to be transacted to be specified in the notice.
7.04 Meeting Held Wholly or Partially by Electronic Means
1. The Chair of the Board, or Directors, may call a meeting of Directors pursuant to the Act. In accordance with Subsection 126 (3) of the Act (No Alternate Directors), no person shall act for an absent Director at such a meeting. The Chair or the Directors may determine that the meeting shall be held, in accordance with the Act and the Regulations, wholly or partially by means of a telephonic, electronic, or other communication method. Thus, Directors present for the meeting may be joined electronically by other Directors not actually present, or alternatively, the meeting may be held with all Directors connected electronically. However, Directors participating electronically must be able to clearly hear and to be heard by all those attending the meeting. In addition, there must be a means to collect, count and include their votes on motions as if they were present at the meeting. In accordance with Subsection 136. (7) of the Act, Directors participating in a meeting electronically in this manner are deemed to have been present at the meeting.
2. The meeting using electronic facilities will be conducted by means of a conference call using telephones, speakerphones, computers running a web conferencing program, or other suitable electronic devices. Instructions will be issued for each meeting conducted in this manner.
3. Normal voting may be conducted by show of hands of those present at the meeting, or by voice by those using electronic communication. However, it will not be possible to carry out a vote by (secret) ballot should this be requested by a Director in accordance with Subsection 165. (1) of the Act. Should this situation arise, the Chair will suspend the motion until such time as arrangements can be made to conduct the vote on the notion by means of mail-in ballots and electronic voting, using the methods described in paragraphs 2.04 and 2.05 of this By-law.
7.05 Quorum
The quorum for the Board shall be one-half the authorized number of directors, plus one-half if the authorized number of directors is an odd number, or plus one if the authorized number is an even number.
7.06 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 in addition to an original vote shall have a second, casting and deciding vote to break the tie.
SECTION 8 — OFFICERS
8.01 Description of Officers
1. The Officers of the Association are:
a. Chair of the Board of Directors and President of the Association;
b. Vice-Chair of the Board of Directors and Vice-President of the Association;
c. Regional Vice-Presidents (East and West);
d. Treasurer; and,
e. Secretary.
f. Although the incumbent may be a Director, the position of Past-President is not an officer of the Association, but is rather an advisor to the President and other officers, providing continuity, in addition to chairing the Nominating Committee.
8.02 Duties and Responsibilities of Officers
1. Unless otherwise specified by the Board, which may, subject to the Act, modify, restrict, or supplement such duties and powers, the officers of the Association shall have the following duties and powers associated with their positions:
a. Chair of the Board and President of the Association
(1) The Chair of the Board must be a Director, and in addition will be the President of the Association.
(2) The Chair of the Board and President shall, when present, preside at all meetings of the Board of Directors, of the Executive Committee, and of members at an AGM or Special Meeting. The Chair shall have such other duties and powers as the Board may specify.
(3) The President of the Association shall be the Chief Executive Officer of the Association and shall be responsible for implementing the strategic plans and policies of the Association. The President shall, subject to the authority of the Board, have general supervision of the affairs of the Association, and shall have such other duties as Board may specify.
(4) The President of the Association is a voting member of the Regimental Steering Committee and an ex-officio member of the Regimental Executive Committee and the Regimental Guard.
b. Vice-Chair of the Board and Vice-President of the Association.
(1) The Vice-Chair of the Board must be a Director, and in addition will be the Vice-President of the Association.
(2) If the Chair of the Board is absent or is unable or refuses to act, the Vice-Chair of the Board and Vice-President, shall replace the Chair, and when present, preside at all Meetings of the Board, Executive Committee and of members at an AGM or Special Meeting. The Vice-Chair and Vice-President shall have such other duties and powers as the Board may specify.
c. Regional Vice-Presidents. The Association Vice-Presidents, East and West, must be Directors. In addition to representing the interests of their respective regions within the Board, the Regional Vice-Presidents may be assigned functional responsibilities and other duties specified by the Board.
d. Secretary. The Secretary may be a Director and should if possible attend and be the secretary of all meetings of the Board, the Executive Committee, and of Members, but need not attend all meetings of Committees of the Board. The Secretary shall: retain Minutes of all proceedings of Meetings; give, or cause to be given, as and when instructed, notices to members, Directors, the public accountant, and members of committees; and, be the custodian of all books, papers, records, documents, and other instruments belonging to the Association. The Secretary may have such other duties and responsibilities as the Board may specify.
e. Treasurer. The Treasurer may be a Director and shall have such powers and duties as the board may specify.
2. The powers and duties of all other officers of the Association shall be such as the Board or President requires of them. The Board may from time to time, subject to the terms of the Act, vary, add to, or limit the powers and duties of any officer.
8.03 Election or Appointment of Officers
The Chair and Vice-Chair of the Board are elected by members of the Association at an AGM. All other officers are appointed by the Board, normally at the first meeting of the Board following the AGM at which the Chair and Vice Chair are elected.
8.04 Term of Office
1. The normal term of office for a slate of officers is two years.
2. Unless removed in accordance with paragraph 8.05 of this By-law, an officer shall hold office until the earliest of:
a. the officer’s successor is elected or appointed;
b. the officer’s resignation;
c. the officer ceases to be a Director; or,
d. the death of the officer.
3. The Chair and Vice Chair may be re-elected only once for a second, consecutive term in that office. The Chair then normally becomes the Past President, until such time as the successor assumes the Past President position. Once replaced, provided they are still eligible to be a Director of the Association if the appointment requires, the Past President may again be elected or appointed to any officer position. On completion of a second consecutive term, the Vice Chair may be elected Chair by members or appointed by the Board to any other officer appointment.
8.05 Removal from Office
1. The Board may remove, whether for cause or without cause, any officer of the Association. Such removal from office will require the approval of a special resolution of the Board. Except for the Chair and Vice-Chair, this removal is final and is not subject to review by members at an AGM.
2. Should the Chair or Vice-Chair, each of whom who are elected by Members, be the subject of removal, then the removal will be effective the date of approval of the special resolution by the Board. However, this special resolution of the Board must be confirmed by a special resolution of members at the next AGM or at a Special Meeting of Members called to consider this special resolution. Should members approve the special resolution, then no further action is necessary. However, should members not approve or confirm the special resolution to remove the Chair or Vice-Chair, then the removal from office is nullified, and the officer is returned to office from which removed, displacing the temporary replacement.
8.06 Filling a Vacancy in Office
1. Should any office of the Association except the Chair or Vice-Chair become vacant for any reason, the Board may appoint a qualified member of the Association to fill the position.
2. As the Chair and Vice-Chair are elected by Members at an AGM, their replacement requires a different process.
a. Should the position of Chair become vacant, the Board may elect, by special resolution, either the Vice Chair to be Chair, or a current director to be Acting Chair for a term lasting until the next AGM, when an election will be held. (The Vice Chair has already been elected by members with the understanding that one of their duties is replacement of the Chair, so the appointment need not be “Acting”.)
b. Should the position of Vice Chair become vacant, the Board may elect, by special resolution, a qualified member of the Association to be Acting Vice Chair for a term expiring with the next AGM, when an election will be held.
c. In either case, the new term of office for the Chair or Vice Chair elected at the AGM may be one or two years. The period during which the officer was completing the predecessor’s partial term will not count towards the two-consecutive-term limit (paragraph 8.04.3 of this By-law).
SECTION 9 — HONORARY APPOINTMENTS
9.01 Appointments
The PPCLI Association has three honorary appointments: Patron; Vice-Patron; and Honorary Chair of the Board of Directors. These do not constitute a Class of Membership, as those holding the Honorary Appointments derive their membership status separately.
9.02 Patron
1. The Patron of the PPCLI Association is the Colonel-in-Chief, Princess Patricia’s Canadian Light Infantry. This appointment is automatic on appointment and is for the duration of the appointment as Colonel-in-Chief.
2. The Patron may provide advice to the Chair of the Board of Directors on matters deemed to be of interest.
9.03 Vice-Patrons
1. The Vice-Patrons of the PPCLI Association are former Colonels of the Regiment. These officers automatically assume the appointment of Vice-Patron when they relinquish their Regimental appointment. Vice-Patrons may serve for as long as they are able or wish to do so. The number of Vice-Patrons in not limited.
2. Vice-Patrons may be requested to provide advice to the Board of Directors.
9.04 Honorary Chair of Board of Directors
1. The serving Colonel of the Regiment is the Honorary Chair of the Board. The appointment is automatic, commencing when the officer assumes the position of Colonel of the Regiment, and ending when the officer is replaced as Colonel of the Regiment and becomes a Vice-Patron of the Association.
2. The Honourary Chair may offer advice to the Chair and Board of Directors on matters of Regimental policy, customs and traditions. The Honourary Chair is not an elected Director, and therefore does not have a vote on matters placed before the Board of Directors.
SECTION 10 — NOTICES
10.01 Method of Giving Notices
1 Any notice (which term includes any communication or document) to be given (which term includes sent, delivered, or served), other than notice of an AGM or a meeting of the Board of Directors, pursuant to the Act, the Articles, the By-laws or otherwise to a member, Director, officer, or member of a committee of the Board or to the public accountant shall be sufficiently given:
a. if delivered personally to the person to whom it is to be given or if delivered to such person’s address as shown in the records of the Association or in the case of notice to a director to the latest address as shown in the last notice that was sent by the Association in accordance with Sections 128 (Notice of Directors) or 134 (Notice of change of Directors) of the Act; or
b. if mailed to such person at such person’s recorded address by prepaid ordinary or air mail; or
c. if sent to such person by telephonic, electronic or other communication facility at such person’s recorded address for that purpose; or
d. if provided in the form of an electronic document in accordance with Part 17 of the Act.
2. A notice so delivered shall be deemed to have been given when it is delivered personally or to 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 so 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, public accountant, or member of a committee of the Board in accordance with any information believed by the Secretary to be reliable. The declaration by the Secretary that notice has been given pursuant to this By-law shall be sufficient and conclusive evidence of the giving of such notice. The signature of any Director or officer of the Association to any notice or other document to be given by the Association may be written, stamped, typewritten, or printed or partly written, stamped, type-written or printed.
10.02 Omissions and Errors
The accidental omission to give any notice to any member, Director, officer, member of a committee of the Board or public accountant, or the non-receipt of any notice by any such person where the Association has provided notice in accordance with the By-laws or any error in any notice not affecting its substance shall not invalidate any action taken at any meeting to which the notice pertained or otherwise founded on such notice.
SECTION 11— DISPUTE RESOLUTION
11.01 Mediation and Arbitration
Disputes or controversies among members, Directors, officers, committee members, or volunteers of the Association are as much as possible to be resolved by a mediator, normally an officer of the Association, appointed by the Board. Should mediation not be successful, the Board will appoint an arbitrator, not the person who was the mediator. After hearing the issues, the arbitrator will decide the action to be taken to resolve the dispute. The arbitrator shall also decide on the division of costs of the arbitration. The decision of the arbitrator shall be final and binding and shall not be subject to appeal on a question of fact, law or mixed fact and law.
SECTION 12 – BY-LAWS AND EFFECTIVE DATE
12.01 Amendment
1. A proposal to amend these By-laws requires approval by ordinary resolution by members at an AGM, unless approval by a special resolution is required in accordance with the Act or this By-law.
2. Subject to the Act and these By-laws, the Board may make, amend or repeal any By-laws that regulate the activities or affairs of the Association. These changes shall be effective from the date of the resolution or special resolution was passed by the Board until the next AGM, when they are to be confirmed, amended, or rejected by resolution or special resolution at the AGM.
3. If the Board-approved new By-law, amendment, or repeal is confirmed, or confirmed as amended, by the members at the AGM, it remains in effect in the form in which it was confirmed. If it is not submitted to the AGM, or if it is rejected by members at the AGM, it ceases to have effect on the date of the action.
12.02 Previous By-laws of the Association
All previous By-laws of the Association are repealed as of the effective date of these By-laws. Such repeal shall not affect the previous operation of the old By-laws nor shall it affect the validity of any act done, or right, privilege, obligation or liability acquired or incurred prior to its repeal.
12.03 Invalidity of Any Provisions of this By-law
The invalidity or unenforceability of any provision of this By-law shall not affect the validity or enforceability of the remaining provisions of this By-law.
12.04 Effective Date
This PPCLI Association By-law Number Five shall be effective on 20 April 2022, coincident with the approval of the Special Resolution 01-22 by the Board of Directors, subject to the concurrence of Members at the Annual General Meeting to be held on 28 May 2022.
CERTIFIED to be By-Law Number Five of the PPCLI Association, as approved by the Board of Directors at their meeting held electronically on 20 April 2022 and further approved without amendment by Members at the AGM also held electronically on 28 May 22.
Dated the 28th day of May 2022
Ted Giraldeau
President, PPCLI Association
Chair, PPCLI Board of Directors