|
|
|
|
BYLAWS FOR THE CORPORATION INNER JOURNEY CANADA
SECTION I CORPORATE SEAL
1. The seal, an impression whereof is stamped in the margin hereof, shall be the seal of Inner Journey Canada
SECTION II CONDITIONS OF MEMBERSHIP 2. Membership in the Corporation shall be limited to persons interested in furthering the objects of the Corporation and shall consist of anyone who has participated in an Inner Journey Canada program, unless otherwise directed by the Board of Directors. 3. There shall be no membership fees or dues unless otherwise directed by the Board of Directors. 4. Any member may withdraw from the Corporation by delivering to the Corporation a written resignation and lodging a copy of the same with the Secretary of the Corporation. 5. Any member may be required to resign by a vote of two-thirds (2/3) of the members at a general meeting. SECTION III HEAD OFFICE 6. The Head Office of the Corporation shall be in the City of Ottawa, Province of Ontario.
SECTION IV BOARD OF DIRECTORS 7. The Board of Directors of the Corporation shall be referred to as the Coordinating Circle by the membership. 8. The property and business of the Corporation shall be managed by a Board of no less than three (3) and no more than nine (9) Directors of whom a majority shall constitute a quorum. 9. The directors of the Board shall, as required, appoint from members of the Board of Directors, Officers to carry out the day to day operations of the Corporation. Said Officers must include a Corporate Secretary (herein called the Secretary) and a Corporate Treasurer ( herein called the Treasurer) both of which may be held by the same Director. 10. Questions arising at any meeting of directors shall be decided by a majority of votes. In case of an equality of votes, the Chairman, in addition to his original vote, shall have a second or casting vote. All votes at any 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 minutes shall be admissible in evidence as prime facie proof that the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. 11. The applicants for incorporation shall become the first Directors of the Corporation whose term of office on the Board of Directors shall be for one year or until their successors are elected by the members at the next annual meeting of the members. 12. Successors to the first Directors shall be elected for a term of 2 years by the members at an annual meeting of the members. They shall be selected from members of the corporation. 13. The position of Director shall be automatically vacated: a) if a Director shall resign his or her office by delivering a written resignation to the secretary of the Corporation; b) if he/she is found to be incompetent to carry out his or her own affairs; c) if he/she becomes bankrupt or suspends payment or compounds with his creditors; d) if at a special general meeting of members a resolution is passed by two thirds of the members present at the meeting that he/she be removed from office; e) on death; provided that if any vacancy shall occur for any reason in this paragraph contained, the Board of Directors by majority vote, may, by appointment, fill the vacancy with a member of the Corporation. 14. Meetings of the Board of Directors may be held at any time and place to be determined by the Directors provided that seven (7) clear days notice of such meeting shall be sent in writing or e-mail to each Director. There shall be at least one (1) meeting per year of the Board of Directors. No error or omission in giving notice of any meeting of the Board of Directors or any adjourned meeting of the Board of Directors of the Corporation shall invalidate such meeting or make void any proceedings taken thereat and any Directors may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. Said meeting shall be chaired by Directors on a rotation basis. 15. Directors shall serve as such without remuneration. No Director shall directly or indirectly receive any profit from his or her position as such, provided that a Director may be paid reasonable expenses incurred by him/her in the performance of his duties; and provided further that any Director who is engaged in or is a member of a firm engaged in any business or profession may act in and be paid the usual professional costs and charges for any professional business required to be done in connection with the administration of the affairs of the Corporation. 16. A retiring Director shall remain in office until the dissolution or adjournment of the meeting at which his or her retirement is accepted and his successor is elected or appointed. Said Director shall hold office until the next annual meeting of members following his or her election or appointment.
SECTION V INDEMNITIES TO DIRECTORS AND OTHERS 17. Every Director or Officer of the Corporation or other person who has acted on behalf of the Corporation or any company controlled by it and its heirs, executors and administrators, and estate and effects, respectively, shall from time to time and at all times, be indemnified and saved harmless out of the funds of the Corporation, from and against: a) all costs, charges and expenses whatsoever which such Director, Officer or other person sustains or incurs in or about any action, suit or proceedings which is brought, commenced or prosecuted against him/her, or in respect of any act, deed, matter or thing whatsoever, made, done or permitted by him/her, in or about the execution of the duties of his office or in respect of any such liability; b) all other costs, charges and expenses which he/she sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his own willful neglect or default. SECTION VI POWERS OF DIRECTORS 18. The Directors of the Corporation shall administer, or cause to be administered, 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. 19. The Board of Directors may appoint such agents and engage such employees as it shall deem necessary from time to time and such persons shall have such authority and shall perform such duties as shall be prescribed by the Board of Directors at the time of such appointment. 20. The remuneration of all Officers, agents and employees shall be fixed by the Board of Directors by resolution. Such resolution shall have force and effect only until the next meeting of members, or in the absence of such confirmation by the members, then the remuneration to such Officers, agents or employees shall cease to be payable from the date of such meeting of members. 21. The Directors shall have power to authorize expenditures on behalf of the Corporation from time to time and may employ and pay salaries to employees. The Directors shall have the power to make expenditures for the purpose of furthering the objects of the Corporation, or may delegate such power to the Executive Committee of the Corporation. The Directors shall have the power to enter into a trust arrangement with a trust company for the purpose of creating a trust fund in which the capital and interest may be made available for the benefit of promoting the interest of the Corporation in accordance with such terms as the Board of Directors may prescribe. 22. The Board of Directors shall take such steps as they may deem requisite to enable the Corporation to acquire, accept, solicit or receive legacies, gifts, grants, settlements, bequests, endowments and donations of any kind whatsoever for the purpose of furthering the objects of the Corporation. 23. The Treasurer shall have the custody of the funds and securities of the Corporation and shall keep full and accurate accounts of all assets, liabilities, receipts and disbursements of the Corporation in the books belonging to the Corporation and shall deposit all moneys, securities and other valuable effects in the name and to the credit of the Corporation in such chartered bank or trust company, or, in the case of securities, in such registered dealer in securities as may be designated by the Board of Directors from time to time. He/she shall disburse the funds of the Corporation as may be directed by proper authority taking proper vouchers for such disbursements, and shall render to the Board of Directors, whenever they may require it, an accounting of all the transactions and a statement of the financial position of the Corporation. He/she shall also perform such other duties as may from time to time be directed by the Board of Directors. 24. The Secretary may be empowered by the Board of Directors, upon resolution of he Board of Directors, to carry on the affairs of the Corporation generally under the supervision of the Directors thereof and shall attend all meetings and act as clerk thereof and record all votes and minutes of all proceedings in the books to be kept for that purpose. He/she shall give or cause to be given notice of all meetings of the members and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors, under whose supervision (s)he shall be. He/she shall be custodian of the seal of the Corporation, which (s)he shall deliver 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. 25. At any time it deems necessary, the Directors of the Corporation may form an Executive Committee to carry out the day to day operations of the Corporation. It shall include the Secretary and Treasurer and any other officers it considers required. 26. The Board of Directors, or the Executive Committee as its agent, may appoint committees whose members will hold their offices at the will of the Board of Directors.
SECTION IV EXECUTION OF DOCUMENTS 27. Contracts, documents or any instruments in writing requiring the signature of the Corporation, shall be, unless otherwise decided by the Board of Directors, signed by any two Officers and all contracts, documents and instruments in writing so signed shall be binding upon the Corporation without any further authorization or formality. The Directors shall have power from time to time by resolution to appoint an Officer or Officers on behalf of the Corporation to sign specific contracts, documents and instruments in writing. The Directors may give the Corporation’s power of attorney to any registered dealer in securities for the purposes of the transferring of and dealing with any stocks, bonds, and other securities of the Corporation. The seal of the Corporation when required may be affixed to contracts, documents and instruments in writing signed as aforesaid or by any Officer or Officers appointed by resolution of the Board of Directors.
SECTION VIII MINUTES OF BOARD OF DIRECTORS AND EXECUTIVE COMMITTEE
28. The minutes of the Board of Directors or the minutes of the Executive Committee shall be available to the general membership of the Corporation upon request. Members of the Board of Directors and Executive Committee shall automatically receive a copy of such minutes. The Board of Directors or Executive Committee shall delete items from the minutes intended for general membership where it deems the content to be of personal or confidential on nature.
SECTION IX ANNUAL AND/OR GENERAL MEETINGS 29. The Annual or any other General Meeting of the members shall be held at the head office of the Corporation or at any place as the Board of Directors may determine and on such day as the said Directors shall appoint. It will be chaired by a Director chosen by the Board. 30. The Annual General Meeting will determine the number of Directors on the Board of Directors for the next twelve (12) month period. 31. At every Annual Meeting, in addition to any other business that may be transacted, the report of the Directors, the financial statement and the report of the auditors (if applicable for that year) shall be presented and, at every second year a Board of Directors shall be elected and auditors appointed for the ensuing year. The members may consider and transact any business either special or general at any meeting of the members. The Board of Directors or the Executive Committee, or one third (1/3) of the general membership, shall have the power to call, at any time, a general meeting of the members of the Corporation. 32. Fourteen days prior written or e-mail notice shall be given to each member of any Annual or special General Meeting of members. Members present in person at a meeting shall constitute a quorum. Each member present at a meeting shall have the right to exercise one vote. 33. 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 the member , Director or Officer shall be his/her last address recorded on the books of the Corporation.
SECTION XIII VOTING OF MEMBERS
34. At all meetings of members of the Corporation every question shall be determined by a majority of votes unless otherwise specifically provided by statute or by these bylaws.
SECTION XIV FINANCIAL YEAR
35. Unless otherwise ordered by the Board of Directors the fiscal year-end of the Corporation shall be December 31. SECTION XV AMENDMENT OF BYLAWS 35. The bylaws of the Corporation may be repealed or amended by bylaw enacted by a majority of the Directors at a meeting of the Board of Directors and sanctioned by an affirmative vote of at least two thirds of the members present at a meeting called for the purpose of considering the said bylaw PROVIDED THAT THE ENACTMENT, REPEAL OR AMENDMENT OF SUCH BYLAW SHALL NOT BE ENFORCED OR ACTED UPON UNTIL THE APPROVAL OF THE MINISTER OF CONSUMER AND CORPORATE AFFAIRS HAS BEEN OBTAINED.
SECTION XVI AUDITORS
36. An auditor, if desired by its members, or required by statute, shall be appointed at each Annual General Meeting to audit the accounts of the Corporation, and shall hold office until the next annual meeting provided that the Directors may fill any causal vacancy in the office of auditor. Any remuneration of the auditor shall be fixed by the Board of Directors.
By-laws approved on___________________, at__________________________________ Date Location
________________________ Directors ________________________ Directors ________________________ Directors |
|
Inner Journey Canada is committed to a world where people are fully alive, self-aware and connected ― and are acknowledged for who they are.
|