Alumni of the International Space University Association
Association des Anciens
Etudiants Canadiens de lUniversité de lEspace
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"
The purpose of the corporation shall be:
- To provide for the promotional and preservation of
contacts between all Canadian alumni of the International
- To inform any interested party in Canada about the
affairs of the International Space University
- To co-operate with other interested organizations in
Canada in promoting the cause of peaceful space
- To represent the members when dealing with various
institutions of the International Space University and
- To organize various activities and act in such a way as
to fulfill the above objectives
- To advance and promote space education and space research
The head office of the corporation shall be located in the
Municipality of Montreal, Province of Quebec.
The seal, an impression whereof is stamped in the margin
hereof, shall be the seal of the corporation.
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
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.
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.
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.
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
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.
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
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
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
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
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 days 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
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.
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.
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
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.
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.
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.
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.
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.
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.
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
- 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
- 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.
In the corporations 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;
(c) words importing the masculine gender shall include the
feminine gender and vice-versa.
Language of Services
Services performed by the corporation for or on behalf of its
members shall be available in both French and English
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.
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.
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.
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.