(( PROPOSED bylaws for SESCI; to totally replace previous statutes )) – Revised Jun 25, 2011
A by-law relating to the conduct of the affairs of the Solar & Sustainable Energy Society of Canada / Societe d’energie solaire et durable du Canada (1985), hereinafter referred to as SESCI. Be it enacted as a by-law of the Corporation as follows:
1. The seal, an impression whereof is stamped in the margin hereof, shall be the seal of SESCI.
2. The head office shall be situated in the municipality of Ottawa in the province of Ontario, at such address as the Board of Directors (BoD) may, by resolution, determine. Subject to the Act, SESCI may, by by-law, change the place in which the registered office shall be situated; a copy of the by-law approved by 2/3 of the votes cast in favour of the by-law shall be filed with the Minister.
Whereas it is noted with growing concern that, with unprecedented population, humanity’s footprint on the earth has never been heavier, and whereas, our current pattern of consumption of energy has become unsustainable,our fossil-fuel based energy production methods will soon not only become economically unviable, but the attendant production of green-house gases is endangering life on this planet brought about by phenomena such as drastic changes in climate, flood and drought patterns, melting of the polar ice caps and rising sea levels, it has become incumbent on us to become better stewards of the management of our resources, and to so control the distribution and consumption of energy as to leave minimum negative impacts on the environment. There are now known technologies and practices that enable us to do so and that are economically viable, cleaner, safer, and healthier than current fossil based energy production.
In view of the above, the objective of the organization shall be to promulgate the practices and procedures of sustainable energy production, distribution and consumption. It will differentiate itself from other organisations by focusing on ‘grass roots’ involvement through the dissemination of relevant research results, demonstrated best practices, rules and regulations, and, the economics of implementation. The society will facilitate a true two way exchange of information: from high level policy and decision makers and researchers to the grass roots; as well as filter the practical perspectives and concerns of the grass roots to influence policy and decision makers. SESCI will accomplish this through:
CONDITIONS OF MEMBERSHIP
3. Membership in SESCI shall be limited to persons interested in furthering the objects of SESCI and shall consist of anyone whose application for admission as a member has received the approval of the BoD.
4. There shall be no membership fees or dues unless otherwise directed by the BoD.
5. Any member may withdraw from SESCI by delivering to SESCI a written resignation and lodging a copy of the same with the secretary of SESCI.
6. Any member may be required to resign by a vote of three-quarters (3/4) of the members at an annual meeting.
7. The annual or any general meeting of members shall be held at the head office or at any place in Canada as the BoD may determine and on such day as the BoD shall appoint. The members may resolve that a particular meeting of members be held outside of Canada. The BoD or the President or Vice-President shall have power to call, at any time, a general meeting of members. The BoD shall call a special general meeting of members on written requisition of members carrying not less than 5% of voting rights. Ten members present in person at a meeting will constitute a quorum.
8. At every annual meeting, in addition to any other business that may be transacted, financial statements and report of the auditors shall be presented and auditors appointed for the ensuing year. Members may consider and transact any business either special or general at any meeting of members.
9. Fourteen (14) days' written notice shall be given to each voting member of any annual or special general meeting of members. Notice of any meeting where special business will be transacted shall contain sufficient information to permit the member to form a reasoned judgement on the decision to be taken. Notice of each meeting of members must remind the member if the member has the right to vote by proxy.
Each voting member present at a meeting shall have the right to exercise one vote. A member may, by means of a written proxy, appoint a proxyholder to attend and act at a specific meeting of members, in the manner and to the extent authorized by the proxy. A proxyholder must be a member of SESCI.
10. 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 the Act or these by-laws.
11. No error or omission in giving notice of any annual or general meeting or any adjourned meeting, whether annual or general, of the members 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 last address recorded on the books of SESCI.
BOARD OF DIRECTORS
12. The property and business of SESCI shall be managed by a BoD comprised of a minimum of three directors. The number of directors shall be determined from time to time by a majority of directors at a meeting of the BoD and sanctioned by an affirmative vote of at least two-thirds (2/3) of the votes cast in favour of the resolution at a meeting of members duly called for the purpose of determining the number of directors to be elected to the BoD. Directors must be individuals, 18 years of age, with power under law to contract. Directors need not be members of SESCI.
13. At subsequent meetings of members, the BoD then elected shall replace the provisional directors named in the Letters Patent of the corporation.
14. Directors shall be elected for a term of two year(s) by the members at an annual meeting of members.
15. The office of director shall be automatically vacated:
provided that if any vacancy shall occur for any reason in this paragraph contained, the BoD by majority vote may, by appointment, fill the vacancy with a member of SESCI.
16. Directors shall serve as such without remuneration and no director shall directly or indirectly receive any profit from his position as such; provided that a director may be paid reasonable expenses incurred in the performance of his duties. Nothing herein contained shall be construed to preclude any director from serving SESCI as an officer or in any other capacity and receiving compensation therefor.
17. A retiring director shall remain in office until the dissolution or adjournment of the meeting at which his retirement is accepted and his successor is elected.
POWER OF DIRECTORS
18. Directors will administer the affairs of SESCI in all things and make or cause to be made in its name, any kind of contract which SESCI 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 SESCI is by its charter or otherwise authorized to exercise and do.
19. Directors shall have power to authorize expenditures on behalf of SESCI and may delegate by resolution to an officer(s) the right to employ and pay salaries to employees. 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 SESCI in accordance with such terms as the BoD may prescribe.
The BoD is hereby authorized, from time to time
20. The BoD shall take such steps as they may deem requisite to enable SESCI 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 SESCI.
21. The BoD 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 BoD at the time of such appointment.
22. Remuneration for all officers, agents and employees and committee members shall be fixed by the BoD by resolution.
23. Meetings of the BoD may be held at any time and place to be determined by the directors provided that 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 14 days prior to the meeting. There shall be at least one (1) meeting per year of the BoD. No error or omission in giving notice of any meeting of the BoD or any adjourned meeting of the BoD of SESCI 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.
24. A majority of directors in office, but no less than two directors, shall constitute a quorum for meetings of the BoD. Any meeting of the BoD 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 SESCI.
INDEMNITIES TO DIRECTORS & OTHERS
25. Every director 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 SESCI from and against;
26. The officers shall be a President, Vice-President, Secretary and Treasurer and any such other officers as the BoD may by by-law determine. Any two offices may be held by the same person. Officers need not be directors, nor members.
27. Officers shall be appointed by resolution of the BoD at the first meeting of the BoD following an annual meeting of members.
28. Officers 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 BoD at any time.
DUTIES OF OFFICERS
29. The President shall be the chief executive officer; he shall preside at all meetings of SESCI and of the BoD; he shall have the general and active management of the affairs of SESCI; he shall see that all orders and resolutions of the BoD are carried into effect.
30. 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 imposed upon him by the BoD.
31. The Treasurer shall have the custody of the funds and securities of SESCI and shall keep full and accurate accounts of all assets, liabilities, receipts and disbursements in the books belonging to SESCI and shall deposit all monies, securities and other valuable effects in the name and to the credit of SESCI in such chartered bank of trust company, or, in the case of securities, in such registered dealer in securities as may be designated by the BoD from time to time. He shall disburse funds 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 BoD, or whenever they may require it, an accounting of all the transactions and a statement of the financial position, of the corporation. He shall also perform such other duties as may from time to time be directed by the BoD.
32. The Secretary, when in attendance, 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. The Secretary shall give or cause to be given notice of all meetings of the members and of the BoD, and shall perform such other duties as may be prescribed by the BoD or President, under whose supervision the Secretary shall be. The Secretary shall be the custodian of the seal of SESCI.
33. The duties of all other officers of the corporation shall be such as the terms of their engagement call for or the BoD requires of them.
34. The BoD may appoint committees whose members will hold their offices at the will of the BoD. Directors shall determine the duties of such committees and may fix by resolution, any remuneration to be paid.
35. There shall be an executive committee composed of two directors who shall be appointed by the BoD. The executive committee shall exercise such powers as are authorized by the BoD. Any executive committee member may be removed by a majority vote of the BoD. Executive committee members shall receive no remuneration for serving as such, but are entitled to reasonable expenses incurred in the exercise of their duty.
36. Meetings of the executive committee shall be held at any time and place to be determined by the members of such committee provided that forty-eight (48) 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 14 days prior to the meeting. 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.
EXECUTION OF DOCUMENTS
37. Contracts, documents or any instruments in writing requiring the signature of SESCI, shall be signed by any two officers and all contracts, documents and instruments in writing so signed shall be binding upon SESCI without any further authorization or formality. Directors shall have power from time to time by resolution to appoint an officer(s) on behalf of SESCI to sign specific contracts, documents and instruments in writing. Directors may give SESCI'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 SESCI. The seal may be affixed to contracts, documents and instruments in writing signed as aforesaid or by any officer or officers appointed by resolution of the BoD.
MINUTES OF BOARD OF DIRECTORS & EXECUTIVE COMMITTEE
38. Minutes of the BoD and Minutes of the executive committee shall not be available to the general membership but shall be available to directors, each of whom shall receive a copy of such Minutes.
39. The financial year of SESCI shall be determined by the BoD
AMENDMENT OF BY-LAWS
40. By-laws 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 BoD and sanctioned by an affirmative vote of at least two-thirds (2/3) of the votes cast in favour of the by-law at a meeting of members 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 has been obtained.
41. The members shall, at each annual meeting, appoint an auditor to audit the accounts and annual financial statements 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 remuneration of the auditor shall be fixed by the BoD.
BOOKS & RECORDS
42. Directors shall see that all necessary books and records required by by-laws or by any applicable statute or law are regularly and properly kept.
RULES & REGULATIONS
43. The BoD may prescribe such rules and regulations not inconsistent with these by-laws relating to the management and operation of SESCI as they deem expedient, provided that such rules and regulations shall have force and effect only until the next annual meeting of the members 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.
44. In these by-laws and in all other by-laws hereafter passed unless the context otherwise requires, words importing the singular number or the masculine gender shall include the plural number or the feminine gender, as the case may be, and vice versa, and references to persons shall include firms and corporations.