CAISU By-Laws

The Canadian Alumni of the International Space University Association

Association des Anciens Etudiants Canadiens de l’Universit√© de l’Espace

By-Law One

Name

The name of the corporation shall be "The Canadian Alumni of the International Space Unversity Association - Association des Anciens Etudiants Canadiens de l'Universite Internationale de l'Espace"

 

By-Law Two

Purposes

The purpose of the corporation shall be:

 

  1. To provide for the promotional and preservation of contacts between all Canadian alumni of the International Space University.
  2. To inform any interested party in Canada about the affairs of the International Space University
  3. To co-operate with other interested organizations in Canada in promoting the cause of peaceful space activities.
  4. To represent the members when dealing with various institutions of the International Space University and its representatives.
  5. To organize various activities and act in such a way as to fulfill the above objectives
  6. To advance and promote space education and space research in Canada.

 

By-Law Three

Head Office

The head office of the corporation shall be located in the Municipality of Montreal, Province of Quebec.

 

By-Law Four

Corporate Seal

The seal, an impression whereof is stamped in the margin hereof, shall be the seal of the corporation.

 

By-Law Five

Members

Article 1 – Eligibility

All Canadian citizens or residents who are alumni of the International Space University shall be members of the corporation upon applications therefore and upon payment of the any membership fee, should such a fee be deemed necessary by the Board of Directors.

 

Article 2 – Annual Fee

The Board of Directors shall decide on the necessity of requiring members to pay an annual fee as a condition for membership in the corporation and on the amount of such fee.

 

Article 3 – Membership Cards

The Board of Directors, at its discretion, may issue membership cards to members of the corporation.

 

Article 4 – Withdrawal

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. Any member may be required to resign by a vote of three-quarters of the corporation, provided that any such member shall be granted an opportunity to be heard at such meeting.

 

Article 5 – Membership Categories

Full member

All alumni of the ISU who are Canadian citizens, or are currently living in Canada, are automatically full members of CAISU. Full members receive the newsletter, have access to the mailing list, participate in all CAISU sponsored events free of charge, and are eligible to run for elected positions on the board of directors. They do not pay dues.

Adjunct member

Individuals who are not alumni of the ISU are eligible for adjunct member status. With the payment of the annual membership due of $25, adjunct members receive the newsletter and can participate in CAISU sponsored events. They are not eligible to run for elected positions within the association and do not have access to the membership list.

Honorary member

Certain Individuals, companies, and institutions have made significant contributions to CAISU. In recognition, CAISU board of directors bestows such individuals or groups with honorary memberships. The rights and restrictions of honorary membership are the same as for adjunct members.

Sustaining members

Individuals, companies, or institutions who donate $1000 or more to CAISU become sustaining members, subject to the approval of the board of directors. They enjoy the same rights as adjunct members.

 

By-Law Six

Meetings or Members

Article 1 – Annual Meetings

The annual or other general meeting or members shall be held at the head office of the corporation or at any such place in Canada as the Board of Directors may determine and on such day as the Board of Directors shall appoint. The members may resolve that a particular meeting of members be held outside Canada.

 

Article 2 – Special General Meetings

Special general meetings of members may be called at any time by resolution of the Board of Directors or by requisition signed by a majority of the members. Any such resolution of requisition shall specify the purpose for which the meeting is to be called.

 

Article 3 – Written Resolution

A written resolution signed by all the members of the corporation shall be considered as having been validly adopted at a meeting of members properly convened and constituted.

 

Article 4 – Written Minute

A written minute signed by all the members of the corporation shall be considered as the true record of a meeting of members properly convened and constituted.

 

Article 5 – Quorum

Any meeting of members, annual or special, is composed of all the members in good standing of the corporation, but five members are enough to constitute quorum and to validate the meeting and all decisions taken during such meeting.

 

Article 6 – Voting of Members

At all meetings of the corporation, every question shall be determined by a majority of votes of members in good standing unless otherwise specifically provided by statute or by these By-Laws. Members in good standing may vote by written proxy in the manner and to the extent authorized by the proxy, and such member can be a proxy holder at a meeting of the members. Each member in good standing of the corporation shall have the right to exercise one vote. Voting shall proceed with a show of hands, unless a ballot is requested by a member in good standing present at the meeting at which the vote takes place.

 

Article 7 – Notice of Meetings

Notice of the time and place for holding any meeting of the members shall be given by sending such notice, which shall include the agenda for the meeting as well as the minutes of the last meeting, through the post not less than fourteen (14) days before the date of the meeting to their latest respective addresses as shown on the books of the corporation; provided, however, that no such notice need by given if all the members of the corporation waive notice thereof in writing either before or after the meeting is held. A written notice of meeting sent by telex or fax is acceptable provided that the above mentioned delay is observed. A reminder of the right to use a proxy shall be attached to the notice of meeting going to all voting members. Irregularities in the notice or in the giving thereof as well as the accidental omission to give notice of any meeting to, or the non-receipt of any notice by any of the members, shall not invalidate any action taken by or at any meeting.

 

Article 8 – Addresses of Members

Every member shall furnish to the corporation an address to or a which all notices intended for the member shall be mailed and if any member has not informed the corporation of a new address, any notice may be addressed to him at any other address of the member at that time appearing on the books of the corporation. If no address appears on the books of the corporation, such notice may be mailed to such address as the person sending the notice may consider to be the most likely to result in the notice promptly reaching the member.

 

Article 9 – Agenda

The items to be discussed at any meeting of members shall generally include, as deemed necessary under the circumstances and as required by all applicable laws, the adoption of the minutes of the previous meeting of members, the adoption of any new or amended by-laws as voted by a majority of the Board of Directors, the adoption of a budget for the corporation, the approval of the financial statements of the corporation, the presentation of a report of the corporations’ activities by the directors, the election of the directors of the corporation, the nomination of the auditors of the corporation, the discussion of the report thereof to the corporation, the ratification of the actions of the directors and officers of the corporation and all other items of interest.

 

Article 10 – Procedure

All meetings of members shall be presided by the President of the corporation or, in his absence, by the Vice President of the corporation. A decision of the President of the corporation on matters of procedure shall be final.

 

By-Law Seven

Board of Directors

Article 1 – Number of Directors, Quorum

The property and business of the corporation shall be managed by a board of at least five (5) and at the most eleven (11) directors of whom three (3) shall constitute a quorum. Directors must be individuals, eighteen (18) years of age, with power under law to contract.

 

Article 2 – Qualifications, Election and Term of Office

Each director shall be elected at an annual or other meeting of members by a majority of the votes cast in respect of such election. It shall not be necessary that the voting for the election of directors of the corporation be conducted by ballot unless voting by ballot is requested by a member present at the meeting at which the election takes place. Each director so elected shall hold office for a term of two (2) years or until the next scheduled general meeting, unless he shall resign or his office becomes vacant by reason of death or he is removed by a majority of members present at a special general meeting. Voting for the positions will be staggered so that half of the executive and approximately half of the other members will be elected each year. A retiring director shall remain in office until dissolution or adjournment of the meeting at which his retirement is accepted and his successor is elected. Any member in good standing of the corporation may be elected director of the corporation.

 

Should a vacancy in the Board of Directors occur for any of the above mentioned reasons at any time during the mandate of said Board of Directors, the remaining members of the Board may nominate and elect another member in good standing of the corporation for the time remaining in the term of the vacation director.

 

All acts done by meeting of directors or by any person acting as director, so long as his successor shall not have been duly elected or appointed, shall, notwithstanding that it be afterwards discovered that there was some defect in the election of the directors or the person acting as aforesaid or that they or any of them were disqualified, be as valid as if the directors or such other person, as the case may be, had been duly elected and were or qualified to be directors of director of the corporation.

 

Article 3 – Power of Directors

The directors of the corporation may administer the affairs of the corporation in all things and make of 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.

 

In order to execute the general policy of the corporation, which they shall determine, the directors shall have the power to authorize expenditures on behalf 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 interests of the corporation in accordance with such terms as the Board of Directors may determine.

 

The Board of Directors shall take such steps as they may deem necessary to enable the corporation to acquire, accept, solicit or receive legacies, gifts, grants, requests donation of any kind whatsoever and in general to produce the monies necessary for the purpose of furthering the objects of the corporation.

 

Without in any way derogating from the foregoing, the directors are expressly empowered, from time to time, to purchase, lease or otherwise acquire, and alienate, sell, exchange or otherwise dispose of and deal in property of all kinds and any rights or interests therein for such consideration and upon such terms and conditions as they may deem advisable.

 

The directors may further establish committees to deal on a specific basis with the affairs of the corporation nominate and replace the members of such committees and specify the tasks to be carried out thereby. The remuneration of the members of such committee, if any, shall be fixed by the Board of Directors by resolution. The Board of Directors may also determine by resolution that such members of committees may be reimbursed for reasonable expenses incurred in furthering the purposes of the corporation.

 

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 authority and shall perform such duties as shall be prescribed by the Board of Directors at the time of such appointment. The remuneration of such agents and employees shall be fixed by resolution of the Board of Directors.

 

Article 4 – Remuneration of the Directors

No director of the corporation shall receive any remuneration but by resolution of the Board of Directors may be reimbursed for reasonable expenses incurred in furthering the purposes of the corporation.

 

By-Law Eight

Meetings of the Board of Directors

Immediately after the annual meeting of members in each year, a meeting of such of the newly elected directors as be then present shall be held, provided they shall constitute a quorum, without notice, for the election and/or appointment of officers of the corporation and the transaction of such other business as may come before the meeting.

 

Generally, meetings of the Board of Directors may be held at any time and place to be determined by the directors provided that fourteen (14) clear days’ notice of such meeting, or one (1) clear day’s notice in case of emergency, shall be sent in writing or by any other means of communication, including the telephone, to each director, provided there shall be at least one (1) meeting per year of the Board of Directors.

 

The aforementioned notice of meeting to the directors shall set out the date, hour, location, and agenda of such meeting, as well as any and all other information required for the directors to form an opinion on any given matter, and shall include the minutes of the previous meeting.

 

No error or omission in giving notice of any meeting of the Board of Directors of the corporation shall invalidate such meeting or make void any proceedings taken thereat, and any director may at any time waive notice of any such meeting and may ratify, approve, and confirm any or all proceedings taken or had thereat.

 

Without in any way derogating from the foregoing, meetings of the Board of Directors may be held by way of a conference call over the telephone provided that such notice as aforementioned in this Article has been given to all the directors, that all the directors agree and that all the participating members on the conference call shall constitute a quorum. As well, should all the members of the Board of Directors be present at any one time and in any one location, in Canada or elsewhere, they may, if unanimous, decide that a meeting of the Board of Directors is convened and dispense with the notification procedure. Such meeting and any decision or resolution taken thereat, shall be as valid as if convened and conducted in the regular fashion set out in the Article.

 

Article 2 – Vote

All decisions taken, and all resolutions adopted by the directors during a meeting of the Board of Directors shall be taken by a vote of the simple majority of said directors, except as provided by any applicable law and as hereinafter provided in the present By-Laws. Directors may not vote by proxy. Voting shall proceed with a show of hands unless a ballot is requested by a director present at the meeting at which the vote takes place. The President, an officer of the corporation, shall dispose of the deciding vote in the event that simple majority cannot be reached.

 

Article 3 – By-Laws and Resolutions

All By-Laws and resolutions of directors shall be enacted or adopted at duly convened meetings. Notwithstanding the foregoing, the signature of all the directors of the corporation to any instrument setting out the minutes of any meeting of the Board of Directors or a By-Law or resolution which might be enacted or adopted by the directors shall, subject to the provisions of any applicable law, give to such minutes, By-Law or resolution the same force and effect as if it had been unanimously enacted or adopted, as the case may be, by the vote of the directors at a meeting duly convened and held.

 

Article 4 – Procedure

All meetings of the Board of Directors shall be presided by the President of the Corporation or, in his absence, by the Vice-President of the Corporation.

 

By-Law Nine

Officers

Article 1 – Executive Council

The officers of the corporation shall be a President, Vice-President, Secretary, and Treasurer, and any such other officers as the Board of Directors may by resolution determine.

 

All officers of the corporation shall be elected at the annual meeting of the members.

 

The officers of the corporation shall hold office for one (1) year from the date of appointment or election or until their successors are elected or appointed in their place.

 

Collectively, the officers of the corporation shall constitute the Executive council of the corporation and shall enjoy such powers and execute such duties as shall be conferred upon them by a resolution of the Board of Directors.

 

All officers shall be directors of the corporation and they shall cease to be officers if they cease to be directors or if they are removed by a majority of the Board of Directors or upon their death or resignation. Should a vacancy in the Executive Council occur for any of the above-mentioned reasons at any time during the mandate of said Executive Council, the members of the Board of Directors duly convened in a meeting or otherwise as provided by these By-Laws may nominate and elect another member of the Board of Directors for the time remaining in the term of the vacating office.

 

By-Law Ten

Duties of Officers

Article 1 – President

The President shall be the Chief Executive Officer of the corporation. He shall represent the corporation in all manners and shall be responsible for establishing and preserving contacts between CAISU and other organizations. He shall preside at all meetings of the members of the corporation, the Board of Directors, and the Executive Council of the corporation. He shall have the general and active management of the affairs of the corporation. He shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall be authorized to sign cheques issued by the corporation. He shall also perform such other duties as may be from time to time directed by the Board of Directors.

 

Article 2 – Vice-President

The Vice-President shall, in the absence or disability of the President, perform the duties and exercise the powers of the President, and shall perform such other duties as shall from time to time be directed by the Board of Directors. The Vice-President shall direct the publication of the newsletter, Cosmonotes, and oversee the organization of the annual conference as chair of the conference committee.

 

Article 3 – Treasurer

The treasurer shall have the custody of the funds of the corporation and shall keep a full and accurate account of all assets, liabilities, receipts and disbursements of the corporation in the books belonging to the corporation, and shall deposit all monies, 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 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 President and directors at the regular meeting of the Board of Directors, or whenever they may require it, an accounting of all the transactions and a statement of the financial position of the corporation. He shall be authorized to sign cheques issued by the corporation. He shall also perform such other duties as may from time to time be directed by the Board of Directors.

 

Article 4 – Secretary

The secretary shall attend to the giving and service of all notices of the corporation and shall keep the minutes of all meetings of members, of the Board of Directors, and of the Executive Council in a book or books to be kept for that purpose. He shall have charge of the records of the corporation including books containing the names and addresses of the members and the directors of the corporation, together with copies of all reports made by the corporation, and such other books and papers as the Board of Directors may direct. He shall be responsible for the keeping and filing of all books, reports, and other documents required by law to be kept and filed by the corporation and not required to be kept by some other officer or agent of the corporation. He shall be custodian of the seal of the corporation, which 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 said resolution. He shall retain a copy of the Presentation Kit and be responsible for distributing the Presentation Kit material as part of the Speakers Bureau Program. He shall compile an annual report list on presentations made during the Speakers Bureau Program. The Secretary shall also perform such other duties as shall from time to time be imposed upon him by the Board of Directors. The Secretary shall be authorized to sign cheques issued by the corporation.

 

Article 5 – Membership Director

The Membership Director shall be responsible for updating the membership list and distributing copies to the Board of Directors and general members as requested. He shall have sole power to make changes to the membership list.

 

Article 6 – Other Officers

The duties of all other officers of the corporation shall be as the Board of Directors shall determine by resolution.

 

Article 7 – Removal

The Board of Directors may remove and discharge any and all of the officers of employees (either with or without cause).

 

Article 8 – Remuneration

No officer of the corporation shall receive any remuneration but he may be reimbursed for any reasonable expenses incurred in the fulfillment of his duties as an officer of the corporation.

 

By-Law Eleven

Execution of Documents

Contracts, documents, or any instruments in writing requiring the signature of the corporation shall be signed by any two officers or any two directors or any officer acting with any director upon approval of the Executive, and all contracts, documents, and instruments in writing so signed shall be binding upon the corporation without any further authorization or formality. The Board of Directors shall have power from time to time by resolution to appoint officers or directors or an officer and a director of the corporation to sign on behalf of the corporation specific contracts, documents and instruments in writing. The Board of Directors may give the corporation's power of attorney to any registered dealer in securities of the corporation. The seal of the corporation when required may be affixed to contracts, documents, and instruments in writing signed as aforesaid by any officers, any directors, or any officer and director appointed by the Board of Directors.

 

By-Law Twelve

Financial year

The financial year of the corporation shall end such date in each year as may, from time to time, be determined by the Board of Directors by resolution, and until otherwise so determined, shall end on the thirtieth (30th) day of June each year.

 

By-Law Thirteen

Amendment of the By-Laws

The By-Laws of the corporation may be repealed or amended by By-Law 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 (2/3) of the members present at a meeting duly called for the purpose of considering the said By-Law, provided that the enactment, repeal or amendment of such By-Law shall not be enforced or acted upon until the approval of the Minister of Consumer and Corporate Affairs has been obtained.

 

By-Law Fourteen

Auditors

The members may, with 2/3 majority at each Annual General Meeting (AGM), appoint an auditor to audit the accounts of the corporation for report to the members at the next meeting, to hold office until the next annual meeting, provided that the directors may fill any casual vacancy in the office of auditor. The remuneration of the auditor shall be determined by the Board of Directors. In the absence of 2/3 majority, the Board of Directors may appoint a body that is independent to CAISU, such as CFISU, to review the accounts of the corporation for report to the members at the next AGM.

 

By-Law Fifteen

Borrowing

The directors of the corporation may from time to time

(a) borrow money upon the credit of the corporation;

(b) limit or increase the amount to be borrowed;

(c) issue debentures or others securities of the corporation;

(d) pledge or sell such debentures, or other securities, or any other present of future borrowing or liability of the corporation, by mortgage, hypothec, charge or pledge of all or any currently owned or subsequently acquired real and personal, moveable and immovable, property of the corporation, and the undertaking and rights of the corporation.

 

Any of the foregoing powers may be delegated by the directors to such officers or directors of the corporation to such extent and in such manner as may be set out in a resolution of the directors adopted for the purpose.

 

Nothing herein limits or restricts the borrowing of money by the corporation on bills of exchange or promissory notes made, drawn, accepted, or endorsed by or on behalf of the corporation.

 

By-Law Sixteen

Indemnification

Every director and every officer or the corporation and his heirs, executors, and administrators respectively, shall be indemnified and saved harmless out of the funds of the corporation, from time to time and at times, from and against

  1. all costs, charges, an expenses whatsoever which such director or officer sustains or incurs in or about any action, suit or proceedings which is brought, commenced, or prosecuted against him for, or in respect of any act, deed, matter of thing whatsoever, hereto fore and hereafter made, done, or permitted by him, in or about the execution of the duties of his office and
  2. all other costs, charges, and expenses that he sustains, or incurs, in and about or in relation to the affairs thereof, except such costs, charges, or expenses as our occasioned by his own willful neglect or default.

 

Without in any way limiting the powers of the corporation, the corporation may insure against the corporation's liability in respect of any of the losses, damages, costs, charges and expenses for which it may be liable pursuant to the foregoing provisions of this By-Law Sixteen and may purchase and maintain insurance on behalf of any director or officer and his heirs, executors, administrators, against any liability in respect of the aforesaid losses, damages, costs, charges, and expenses, all such insurance to be in such amounts and with such insurers as the Board of Directors may determine and the Corporation may duly and reasonably pay all premiums and other sums of money payable for that purpose with such contribution, if any, by the directors and officers as may be determined by the Board of Directors from time to time.

 

By-Law Seventeen

Interpretation

In the corporation’s by-laws, unless there is something in the context inconsistent therewith,

(a) words, terms and expressions shall have the same meanings as corresponding words, terms, and expressions used in the law governing the corporation as it may exist from time to time;

(b) words in the singular shall include plural and vice-versa; and

(c) words importing the masculine gender shall include the feminine gender and vice-versa.

 

By-Law Eighteen

Language of Services

Services performed by the corporation for or on behalf of its members shall be available in both French and English

 

By-Law Nineteen

Provisional Directors

The applicants for incorporation shall become the first directors of the corporation, whose term of office on the Board of Directors shall continue until their successors are elected. At the first meeting of members, the Board of Directors the elected shall replace the provisional directors named in the Letters Patent of the Corporation.

 

By-Law Twenty

Books and Records

The Board of Directors shall see that all the necessary books and records of the corporation required by these By-Laws or by any application status of law are regularly and properly kept.

 

By-Law Twenty-One

Rules and Regulations

The Board of Directors may prescribe such rules and regulations not inconsistent with these By-Laws 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 members of the corporation when they shall be confirmed; failing such confirmation, such rules and regulations shall cease to have any force and effect.

 

By-Law Twenty-Two

An amendment to the By-Laws. To add to By-Law Two the purpose "to advance and promote space education and space research in Canada". To amend By-Law Six Article Ten; By-Law Eight, Article Four; and By-Law Ten articles One to Four. To add By-Law Five Article Five and By-Law Ten Article Five.