Final Draft Of By-Laws

Mission Statement 3.The mission of Vive le Canada is to protect and improve Canadian sovereignties and democracy through education, dialogue, and advocacy, especially using existing and emerging communications tools. We believe that the direction of this country should be set by its citizens, rather than by corporations or corporate trade bodies/trade agreements, the United States, or a small number of Canadian corporate elites. Our goal is to build a website-based organization which is a respected hub of civic nationalist information, theory, community, and activism. Our vision is to build a social movement for popular sovereignty in Canada by educating and engaging citizens. This social movement can then support the adoption of legislation and/or government that prioritizes and institutionalizes mechanisms for protecting and improving Canadian and global democracy and self-determination. We believe that Canada should maintain a position as a responsible and involved global citizen, and we support the continued development of a socially progressive Canadian society. We remain committed to the value of democratic decision-making, the value of citizen's rights over those of corporations, the value of reciprocal solidarity with other self-determination movements and/or organizations around the world, and the value of cultural diversity. Objects 4. The objects of the corporation are to: a)Conduct public education, especially by publishing online or print materials. b)Create and run activist campaigns. Corporate Seal 5. The seal, an impression whereof is stamped in the margin hereof, shall be the seal of the corporation. Head Office 6. Until changed in accordance with the Act, the head office of the corporation shall be in the Town of Peace River, in the Province of Alberta. Conditions of Membership 7. There shall be two classes of members: general membership and voting membership, the latter of which maintain exclusive voting privileges. General membership in the corporation shall be limited to all persons interested in furthering the objects of the corporation and shall consist of anyone whose application for admission as a member has received the approval of the executive committee of the corporation, in adherence to Article 47 of the by-laws, and has paid the applicable membership fee(s), if any. In addition to fulfilling the requirements of general membership, voting membership requires that a member is a resident, citizen or landed immigrant of Canada and is active for a minimum of three consecutive months, in which active is defined as meeting a minimum standard of participation as set by the board. Membership is non-transferable for both general and voting membership. 8. Any member may withdraw from the corporation by delivering to the corporation a written (email or letter) resignation and lodging a copy of the same with the secretary of the corporation. 9. The Society reserves the right to cancel the membership of any member who fails to fulfill the terms and conditions of membership or substantially misrepresents Vive le Canada.ca through illegal, prejudicial or immoral undertakings done in the name of the Society. A written (email or letter) notice of cancellation must be provided to the member in question and a copy of the same must be lodged with the secretary of the corporation. Annual General Meetings 10. The annual or any other general meeting of the members shall be held within thirty (30) days after the end of the corporation's fiscal year, in a physical location chosen by the board of directors. 11. Unless the Act or these by-laws state otherwise, Robert's Rules of Order shall govern the proceedings at an annual or any other general meeting. 12. 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 shall be presented and auditors appointed for the ensuing year. Rotating term elections for offices of the Society may take place at an annual general meeting as required. Any member in good standing is eligible for election to any office in the Society. 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 have power to call, at any time, a general meeting of the members of the corporation. The board of directors shall call a special general meeting of members on written requisition of members carrying not less than 5% of the voting rights. 10% of voting members present in person at a meeting will constitute a quorum. 13. At least seven (7) days' written notice shall be given to each voting member of any annual or special general meeting of members. For 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. Either an email address or mail address may be used. Notice of any meeting where special business will be transacted shall contain sufficient information to permit the member to form a reasoned judgment on the decision to be taken. Notice of each meeting of members must remind the member if s/he has the right to vote by proxy, contain proxy forms if applicable, and an agenda of business to be conducted at the meeting. 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. 14. Each voting member present at a meeting shall have the right to exercise one (1) vote. A member may, by means of a written proxy, appoint a proxy holder to attend and act at a specific meeting of members, in the manner and to the extent authorized by the proxy. A proxy holder must be a member of the corporation. 15. A majority of the votes cast by the members present and carrying voting rights shall determine the questions in meetings except where the vote or consent of a greater number of members is required by these by-laws. Board of Directors 16. The property and business of the corporation shall be managed by a board of directors, comprised of a minimum of three (3) directors. The number of directors shall be determined from time to time 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 at a meeting duly called for the purpose of determining the number of directors to be elected to the board of directors. Directors must be individuals, eighteen (18) years of age, with power under law to contract. Directors must hold voting membership in the corporation. 17. 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 second annual general meeting of members, the board of directors then elected shall replace the provisional directors named in the Letters Patent of the corporation. 18. Directors shall be elected for a term of one (1) year by the members at an annual meeting of members. Any member in good standing is eligible for election. 19. The office of director shall be automatically vacated: a. if at a special general meeting of members a resolution is passed by two-thirds (2/3) of the members present at the meeting that s/he be removed from office (the director in question must be given 48 hours written notice and an opportunity to attend the meeting, but can still be removed should s/he not attend) ; b. if a director has resigned his/her office by delivering a written resignation to the secretary of the corporation; c. if s/he is found by a court to be of unsound mind; d. if s/he becomes bankrupt or suspends payment or compounds with his creditors; 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 voting member of the corporation. In the case of such an appointment the appointed board member shall finish their term automatically at the next AGM; however, said board member is not restricted from being re-appointed or elected at that same AGM. 20. The directors shall serve as such without remuneration and no director shall directly or indirectly receive any profit from his/her position as such; provided that a director may be paid reasonable expenses incurred by him/her in the performance of her/his duties. Nothing herein contained shall be construed to preclude any director from serving the corporation as an officer or in any other capacity and receiving compensation therefor. 21. A retiring director shall remain in office until the dissolution or adjournment of the meeting at which her/his retirement is accepted and his successor is elected. Powers of Directors 22. The directors of the corporation may administer the affairs of the corporation in all things and make or cause to be made for the corporation, in its name, any kind of contract which the corporation may lawfully enter into and, save as hereinafter provided, generally, may exercise all such other powers and do all such other acts and things as the corporation is by its charter or otherwise authorized to exercise and do. 23. The directors shall have power to authorize expenditures on behalf of the corporation from time to time and may delegate by resolution to an officer or officers of the corporation the right to employ and pay salaries to employees. 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. The board of directors is hereby authorized, from time to time a. to borrow money upon the credit of the corporation, from any credit union, corporation, firm or person, upon such terms, covenants and conditions at such times, in such sums, to such an extent and in such manner as the board of directors in its discretion may deem appropriate and expedient; b. to limit or increase the amount to be borrowed; c. to issue or cause to be issued bonds, debentures or other securities of the corporation and to pledge or sell the same for such sums, upon such terms, covenants and conditions and at such prices as may be deemed appropriate and expedient by the board of directors; d. to secure any such bond, debentures or other securities, or any other present or future borrowing or liability of the company, by mortgage, hypothec, charge or pledge of all or any currently owned or subsequently acquired real and personal, moveable and immoveable, property of the corporation, and the undertaking and rights of the corporation. 24. 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 various kinds for the purpose of furthering the objects of the corporation. 25. 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. 26. Remuneration for all officers, agents and employees and committee members shall be fixed by the board of directors by resolution. Such resolution shall have force and effect only until the next meeting when such resolution shall be confirmed by resolution of the members, or in the absence of such confirmation by the members, then the remuneration to such officers, agents or employees and committee members shall cease to be payable from the date of such meeting of members. Directors Meetings 27. Meetings of the board of directors may be held at any time and place to be determined by the directors, provided that forty-eight (48) hours written notice of such meeting shall be given, other than by mail, to each director. Notice by mail shall be sent at least seven (7) days prior to the meeting. IRC, teleconference, or any other telecommunications technology that permits the directors to communicate adequately with each other may be used to conduct meetings, providing each director has equal access to the technology to be used and consents in advance to the specific means of communication to be used. Meetings of the board may be held as often as required, but there shall be at least two (2) meetings 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 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. Each director is authorized to exercise one (1) vote. 28. A majority of directors in office, from time to time, but no less than two (2) directors, shall constitute a quorum for meetings of the board of directors. Any meeting of the board of directors at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions by or under the by-laws of the corporation. Indemnities to Directors and Others 29. Every director of the corporation and their 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 which such director sustains or incurs in or about any action, suit or proceedings which is brought, commenced or prosecuted against her/him, or in respect of any act, deed, matter of thing whatsoever, made, done or permitted by her/him, in or about the execution of the duties of his/her office or in respect of any such liability; b. all other costs, charges and expenses which s/he sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his/her own willful neglect or default. Officers 30. The officers of the corporation shall be one president and any such other officers as the board of directors may by by-law determine, to a maximum of five offices. The same person may hold any two (2) offices. Officers must be voting members and may be members of the executive committee. 31. The president shall be elected at an annual meeting of members. Officers other than president of the corporation shall be appointed by resolution of the board of directors at the first meeting of the board of directors following an annual meeting of members. 32. The officers of the corporation shall hold office for two years from the date of appointment or election or until their successors are elected or appointed in their stead. Officers shall be subject to removal by resolution of the board of directors at any time. Duties of Officers 33. The president shall preside at all meetings of the corporation and of the board of directors. S/he, along with the executive committee, shall have the general and active management of the affairs of the corporation. S/he shall see that all orders and resolutions of the board of directors are carried into effect. 34. The duties of all other officers of the corporation shall be such as the terms of their engagement call for or the board of directors requires of them. Committees 35. The board of directors may appoint committees whose members will hold their offices at the will of the board of directors. The directors shall determine the duties of such committees and may fix by resolution any remuneration to be paid. Executive Committee 36. There shall be an executive committee composed of between two (2) to five (5) directors, who may be made up of officers, and who shall be appointed by the board of directors. The executive committee shall exercise such powers as are authorized by the board of directors. Any executive committee member may be removed by a two-thirds (2/3) majority vote of the board of directors. Executive committee members may receive remuneration for serving as such, and are entitled to reasonable expenses incurred in the exercise of their duty. 37. Meetings of the executive committee shall be held at any time and place to be determined by the members of such committee provided that twenty-four (24) hours written notice of such meeting shall be given, other than by mail, to each member of the committee. Notice by mail shall be sent at least seven (7) days prior to the meeting. IRC, teleconference, or any other telecommunications technology that permits the members of the executive committee to communicate adequately with each other may be used to conduct meetings, providing each director has equal access to the technology to be used and consents in advance to the specific means of communication to be used. No less than two (2) members of such committee shall constitute a quorum. No error or omission in giving notice of any meeting of the executive committee or any adjourned meeting of the executive committee of the corporation shall invalidate such meeting or make void any proceedings taken thereat and any member of such committee may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. Each member of the executive committee is authorized to exercise one (1) vote. Execution of Documents 38. Contracts, documents or any instruments in writing requiring the signature of the corporation, shall be signed by any two (2) 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. Minutes of Board of Directors (and Executive Committee) 39. The minutes of the board of directors and the minutes of the executive committee shall be available to the general membership of the corporation upon written request, and shall be made available to the board of directors, each of whom shall receive a written copy of said minutes. Fiscal Year 40. Unless otherwise ordered by the board of directors, the fiscal year end of the corporation shall be March 31. Amendment of By-Laws 41. The by-laws of the corporation not embodied in the letters patent may be repealed or amended by by-law, or a new by-law relating to the requirements of subsection 155(2) of the Canada Corporations Act, may be 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 at a meeting duly called for the purpose of considering the said by-law, provided that the repeal or amendment of such by-laws shall not be enforced or acted upon until the approval of the Minister of Industry has been obtained. In order to obtain ministerial approval, the Association must request it from the Office of the Minister of Industry, by specifying the particular changes made by the by-law amendment, confirming that the members as of a certain date have duly sanctioned these changes, and specifying that ministerial approval be requested. Auditors 42. The members shall, at each annual general meeting, appoint an auditor to audit the accounts and annual financial statements of the corporation for report to the members at the next annual meeting. The auditor shall hold office until the next annual meeting provided that the directors may fill any casual vacancy in the office of the auditor. The board of directors shall fix the remuneration of the auditor. Books of Records 43. The directors shall see that all necessary books and records of the corporation required by the by-laws of the corporation or by any applicable statute or law are regularly and properly kept. 44. The books and records of the Association (except membership records) may be inspected by any member of the Association at any time upon giving reasonable notice and arranging a time satisfactory to the officers responsible. Rules and Regulations 45. 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 the members of the corporation when they shall be confirmed, and failing such confirmation at such annual meeting of members, shall at and from that time cease to have any force and effect. 46. The board shall maintain a policy manual, which shall contain policies and procedures for the day-to-day operations of the organization. The policy manual must be reviewed and approved at each annual general meeting. Commitment to Fair Treatment 47. All members shall commit, without exception, to the following principles: a.fair and democratic decision-making; b.reasoned and productive dialogue, even in cases of conflict; c.not to permit speech or materials that promote racism or hate against any individual or group d.not to stereotype or discriminate against individuals or groups based on race, colour, ethnic or national origin, sex, pregnancy, sexual orientation, civil status, age, religion, language, handicap or the use of a means to palliate a handicap.