BYLAW NUMBER 1
THE ST. JOHN'S REGATTA COMMITTEE
Incorporated November 13, 1937
Incorporation Number 1549
Halley, Hunt
Suite 1000
Scotia Centre
235 Water Street
St. John's. Newfoundland
TABLE OF CONTENTS
ARTICLE I. REGISTERED OFFICE
ARTICLE II. CORPORATE SEAL
ARTICLE III. DIRECTORS
3.01 Number and Quorum
3.02 Qualification
3.03 Election and term of office
3.04 Vacation of office
3.05 Removal of Directors
3.06 Vacancies
3.07 Action by Directors
3.08 Canadian Majority at Meetings
3.09 Meeting by Telephone
3.10 Place of Meetings
3.11 Calling of Meetings
3.12 Notice of Meetings
3.13 Adjourned Meeting
3.14 Regular Meetings
3.15 Chairman
3.16 Voting at meetings
3.17 Conflict of Interest
3.18 Remuneration and Expenses
ARTICLE IV. COMMITTEES
4.01 Committees of Directors
4.02 Transaction of Business
4.03 Procedure
ARTICLE V. OFFICERS
5.01 General
5.09 Term of Office
5.03 The President
5.04 Vice President-Administration
5.05 Vice President-Finance
5.06 Honourary Secretary
5.07 Honourary Treasurer
5.08 Executive Director
5.09 Vacancies
5.10 Conflict of Interest
5.11 Agents and Attorneys
ARTICLE VI PROTECTION OF DIRECTORS, OFFICERS AND OTHERS
6.01 Indemnification of Directors and Officers
6.02 The Corporation may purchase and maintain insurance for
the benefit of any person referred to in section 6.01 to the extent permitted by the Act
ARTICLE VII MEMBERSHIP
7.01 General
7.02 Ordinary Member
7.03 Honourary Member
7.04 Honourary Life Member
ARTICLE VIII ELECTION AND REMOVAL OF ORDINARY MEMBERS
8.01 Time for Elections
8.02 Election Procedure
8.03 Removal of Members
ARTICLE IX MEETINGS OF ORDINARY MEMBERS
9.01 Annual Meetings
9.02 Other Meetings
9.03 Notice of Meetings
9.04 Persons entitled to be present 9.05 Chairman 9.06 Quorum 9.07 Votes to Govern 9.08 Show of Hands 9.09 Ballots 9.10 Adjournment 9.11 Resolution in Lieu of Meeting
ARTICLE X. HONOURARY PATRON
10.01 Honourary Patron
ARTICLE XI. HONOURARY PRESIDENT
11.01 Honourary President
ARTICLE XII. NOTICES
12.01 General 12.02 Computation of Time 12.03 Omission and Errors 12.04 Proof of Service 12.05 Signature of Notice 12.06 Waiver of Notice
ARTICLE XIII. SUB-COMMITTEES
13.01 Sub-Committees
13.02 Meetings
13.03 Finance Sub-Committee
13.04 Nominating Sub-Committee
ARTICLE XIV. BUSINESS OF THE CORPORATION
14.01 Bank accounts, cheques, drafts and notes
14.02 Execution of Instruments
14.03 Fiscal Year
ARTICLE XV. INTERPRETATION
15.01 Interpretation
ARTICLE XVI. EFFECTIVE DATE
16.01 Effective Date
BY-LAW NO. 1
of
THE ST. JOHN'S REGATTA COMMITTEE
(the "Corporation")
I REGISTERED OFFICE
1.01 The registered office of the Corporation shall be in the place within Newfoundland specified in the Articles of the Corporation (the "Articles") and at such location therein as the directors may from time to time determine
II CORPORATE SEAL
2.01 Until changed by the directors the corporate seal of the Corporation shall be in the form
impressed in the margin hereof.
III DIRECTORS
3.01 Number and Quorum
The number of directors shall be determined by the directors but shall
be not fewer than ten (10). Five (5) directors shall constitute a quorum for
the transaction of
business at any meeting of directors. A majority of directors must be resident Canadians.
3.02 Qualification
No person shall be qualified to be a director if he is less than nineteen years
of age; if he is of unsound mind and has been so found by a court in Canada or elsewhere; or
(except for the Immediate Past President) if he is not an Ordinary Member of the Corporation as
defined by the Articles.
3.03 Election and term of office
The directors shall be elected at each annual general meeting
of the Corporation and each director shall hold office until the close of
the first annual
meeting following his election provided that if an election of directors is not held at an annual
general meeting, the directors then in office shall continue in office until their successors are
elected. Retiring directors
are eligible for re-election. The immediate Past President shall,
exofficio be a director. In voting for directors, the Ordinary Members shall
vote for one (1) President, one (1) Vice President-Administration one (1)
Vice President-Finance, one (1) Honourary Treasurer, one (1) Honourary Secretary, and four (4) other directors.
3.04 Vacation of office
A director ceases to hold office if he dies, is removed from office, ceases to be
qualified for election as a director or resigns by a written resignation received by the Corporation. A
written resignation of a director becomes effective at the time it's received by the Corporation, or at the
time specified in the resignation, whichever is later.
3.05 Removal of Directors
The Ordinary Members may by special resolution at a Special General
Meeting remove any director or directors from office PROVIDED THAT notice
specifying the intention to propose such a resolution shall have been given in writing by the proponents thereof to the
Honourary Secretary at least 21 days prior to the date proposed for the meeting at which such
resolution is intended to be made and written notice of such intended resolution shall have been given
by the Honourary Secretary, to the Ordinary Members. A vacancy created by the removal of a director
may be filled at the meeting at which the director is removed. The replacement director shall serve the
remaining term of his predecessor.
3.06 Vacancies
Subject to the Act, a quorum of directors may fill a vacancy among the
directors. A director appointed or elected to fill a vacancy holds office for the unexpired term of his predecessor.
3.07 Action by Directors
The directors shall manage the business and affairs of the Corporation. The
powers of the directors may be exercised at a meeting (subject to sections 3.08 and 3.09) at which a
quorum is present or by resolution in writing signed by all the directors entitled to vote on that
resolution at a meeting of the directors. Where there is a vacancy in the board of directors the
remaining directors may exercise all the powers of the board so long as a quorum remains in office.
3.08 Canadian Majority at Meetings
The directors shall not transact business at a meeting other than
filling a vacancy in the board unless a majority of directors present are resident Canadians or if a
resident Canadian director who is unable to be present approves in writing or by telephone or by other
communications facilities the business transacted at the meeting and a majority of resident Canadian
directors would have been present had that director been present at the meeting.
3.09 Meeting by Telephone
If all the directors of the Corporation present at or participating in the meeting
consent, a meeting of directors or of a committee of directors
may be held by means of such telephone, electronic or other
communication facilities as permit all persons participating
in the meeting to communicatewith each other simultaneously and instantaneously, and a
director participating in such a meeting by such means is deemed to be present at that
meeting.
3.10 Place of Meetings
Meetings of directors may be held at any place within Newfoundland.
3.11 Calling of Meetings
Meetings of the directors shall be held at such time and place as
the President, or any three directors may determine.
3.12 Notice of Meeting
Notice of the time and place of each meeting of directors shall be
given to each director by telephone or in writing not less
than two (2) days before the time of the meeting and subject
to the Act, need not specify the purpose of or the business to
be transacted at the meeting. Meetings of the directors may
be held at any time without notice if all the directors have
waived or are deemed to have waived notice.
3.13 Ad journed Meeting
Notice of an adjourned meeting of directors is not required if
the time and place of the adjourned meeting is announced at the original
meeting.
3.14 Regular Meetings
The directors may appoint a day or days in any month or months
for regular meetings and shall designate the place and time at
which such meetings are to be held. A copy of any resolution
of directors fixing the place and time of regular meetings of
the board shall be sent to each director forthwith after being
passed, and no other notice shall be required for any such
regular meeting.
3.15 Chairman
The President, or in his absence a director chosen by the directors at the
meeting shall be the chairman of any meeting of directors and officers.
3.16 Voting at meetings
Questions arising at any meeting of directors shall be decided by a majority of votes.
In the case of an equality of votes, the chairman of the meeting, in
addition to his original vote, shall have a second or casting vote.
3.17 Conflict of Interest
A director or officer who is a party to, or who is a director or officer of or
has a material interest in, any person who is a party to a material contract or
proposed material contract with the Corporation shall disclose the nature and
extent of his interest at the time and in the manner provided by the
Act.
3.18 Remuneration and Expenses
If any director or officer of the Corporation shall be employed by or shall
perform services for the Corporation otherwise than as a director or
officer or shall be a member of a firm or an Ordinary Member,
director or officer of a body corporate which is employed by or performs
services for the Corporation, the fact of his being a director or
officer of the Corporation shall not disentitle such director or officer or such
firm or body corporate, as the case may be, from receiving proper
remuneration for such services.
IV COMMITTEES
4.01 Committees of Directors
The directors may appoint from among their number one or more committees of
directors and delegate to them any of the powers of the directors except those which under
the Act a committee of directors has no authority to exercise. A majority of
any members of any such committee shall be resident Canadians.
4.02 Transaction of Business
Subject to section 3.09 the powers of a committee appointed by the directors mav be
exercised at a meeting at which a quorum is present or by resolution in writing
signed by all members of the committee entitled to vote on that resolution at a
meeting of the committee. Meetings of a committee may be held at any place
in or outside Canada.
4.03 Procedure
Unless otherwise determined by the directors each committee shall have
power to fix its quorum and to regulate its procedures.
V OFFICERS
5.01 General In addition to the President, Vice President-Administration, Vice President-Finance, Honourary Secretary and Honourary Treasurer elected pursuant to Section 3.03 hereof, the directors may from time to time appoint such other officers as the directors may determine and determine the various duties of such officers from time to time as they think fit. The officers so appointed shall not be members of the Board of Director.
5.02 Term of Office
Any officer may be removed by the directors at any time but such
removal shall not affect the rights of such officer under
any contract of employment with the Corporation. Otherwise each officer shall
hold office until his successor is appointed.
5.03 The President Unless the directors otherwise determine, the President shall be the chief executive officer of the Corporation and shall have general supervision of its business and affairs and shall be chairman at meetings of Ordinary Members and directors when present.
5.04 Vice President-Administration
The Vice President-Administration shall possess and may exercise such powers
and duties as may from time to time be assigned to him by the Board of
Directors.
5.05 Vice President-Finance
The Vice President-Finance shall possess and exercise such powers and
duties as may from time to time be assigned to him by the Board of
Directors.
5.06 Honourary Secretary
The Honourary Secretary shall, when present, act as Secretary
of all meetings of directors and members, and shall have
charge of the Minute Books of the Corporation and all other
documents and registers referred to in the Act. He shall
perform all duties incident to his office or that are properly
required of him by the Board of Directors.
5.07 Honourary Treasurer
The Honourary Treasurer shall be subject to the provisions of any resolution of the Board of Directors and shall have the care and custody of the funds and securities of the Corporation and shall deposit the same in the name of the Corporation in such bank or banks or with such depository or depositories as the Board of Directors may direct. He shall keep or cause to be kept the books of account or accounting records required by the Act. He shall perform all duties incident to his office or that are properly required of him by the Board of Directors. He may be required to give such bonds for faithful performance of his duties as the Board of Directors in their uncontrolled discretion may require but no director shall be liable for failure to require any bond or for the insufficienty of any bond or for any loss by reason of the failure of the Corporation to receive any indemnity thereby provided.
5.08 Executive Director
The Board of Directors may from time to time appoint an Executive Director
and may delegate to him full authority to manage and direct the business
and affairs of the Corporation (except such matters and duties as by law must
be transacted or performed by the Board of Directors or by the members in
general meeting) and to employ and discharge agents and employees of the
Corporation or may delegate to him any lesser power. He shall conform to all
lawful orders given to him by the Board of Directors of the Corporation and
shall, at all reasonable times, give to the directors or any of them all information
they may require regarding the affairs of the corporation. Any
agent or employee appointed by an Executive Director
shall be subject to discharge by the Board of Directors.
5.09 Vacancies
If the office of the President, Vice President-Administration,
Vice President-Finance, Honourary Secretary
or Honourary Treasurer shall be or become vacant by reason of death,
resignation, disqualification or otherwise, the directors may appoint an
officer to fill such vacancy.
5.10 Conflict of Interest
An officer shall disclose his interest in any material contract or proposed
material contract in accordance with section 3.17.
5.11 Agents and Attorneys
The directors shall have power from time to time to appoint agents
or attorneys for the Corporation in or out of Canada with such
powers (including the power to subdelegate) of management, administration or
otherwise as the directors may specify.
VI PROTECTION OF DIRECTORS, OFFICERS AND OTHERS
6.01 Indemnification of Directors and Officers The Corporation may, and shall where required by the Act, indemnify a director or officer, a former director or officer or a person who acts or acted at the Corporation's request as a director or officer of a body corporate of which the Corporation is or was an Ordinary Member or creditor, and the heirs and legal representatives of such a person to the extent permitted by the Act.
6.02 The Corporation may purchase and maintain insurance for the benefit of any person referred to in section 6.01 to the extent permitted by the Act.
VII MEMBERSHIP
7.01 General
There shall be three classes of membership in the corporation with the
rights and privileges appurtenant thereto as set out in Sections
7.02, 7.03 and 7.04 hereof.
7.02 Ordinary Members
Ordinary Members shall be persons who have been nominated by two
(2) members of the Corporation and elected by the Corporation in the
manner set out in Part VIII hereof. Such members shall be entitled to
attend at general meetings and have the privilege of voting.
The number of Ordinary Members at any time shall not exceed fifty (50).
7.03 Honourary Member
Honourary Members shall be individuals appointed by the directors who,
at the time of their appointment, hold a position or office being
honoured by the corporation. The appointment of Honourary Members shall
expire on january 31st next following their appointment. Honourary Members
shalI be entitled to attend at general meetings but shall not
have the right to vote. Honourary Members shall be extended the following
privileges:
1) Visiting privileges on Regatta Day and the day designated for
the Time Trials. The privileges are defined as follows:
a) issuance of a pass for entry to the Marquee on Regatta Day;
b) use of the Visitors Boat if same can be accommodated
by the corporation.
c) the Honourary Members' names shall be printed on the
official Regatta Day Ribbon;
d) the Honourary Members shall be entitled to attend the
mid-day luncheon of the corporation held on Regatta
Day provided that attendance is confirmed at a
reasonable time in advance thereof;
7.04 Honourary Life member
Honourary Life Life Members shall be persons, appointed by the
directors who have made a significant contribution
to the workings of the corporation and shall have
served as an Ordinary Member of the corporation
for a minimum of ten (10) years. Honourary Life members shall be
entitled to attend at general meetings but shall not be entitled
to vote. Honourary Life Members shall be extended the following privileges:
1) Visiting privileges on Regatta Day and the day designated for
the Time trials. The privileges are defined as follows:
a) issuance of a pass for entry to the Marquee on Regatta Day;
b) use of the Visitors Boat if same can be accommodated
by the corporation.
c) the Honourary Life Members' names shall be printed on
the official Regatta Day Ribbon;
d) the Honourary Life Members shall be entitled to attend
the mid-day luncheon of the corporation held on Regatta
Day provided that attendance is confirmed at a
reasonable time in advance thereof;
e) an opportunity to serve as an Official on the day of the
Time Trials or Regatta Day if the Honourary Life
Member attends a short instructional meeting presented
by the corporation outlining the Rules and Regulations
of the Regatta Committee for the conduct of Time
Trials, Regatta Day Races and other Regatta events;
f) an invitation to the Honourary Life Member (including
spouse or companion) to attend the following functions
hosted by the corporation, namely:
1) Annual Barbeque;
2) Annual Dinner and Hall of Fame induction ceremonies;
3) Annual Presentation of awards and prizes.
g) the issuance of a standard Regatta Committee Parking
Permit for Regatta Day; and
h) issuance of three (3) visitors' tags permitting the
Honourary Life Member to admit three (3) visitors to
the Marquee during Regatta Day and Time Trials day.
VIII ELECTION AND REMOVAL OF ORDINARY MEMBERS
8.01 Time for Elections
Elections to fill vacancies (if any) in the roster of Ordinary Members
shall be held at the first regularly scheduled general meeting
of the members held after the annual general meeting in each year.
8.02 Election Procedure
Because election as an Ordinary Member of the corporation is a
privilege and carries with it heavy responsibilities, and in order to
assure that candidates for election have a reasonable degree of support
amongst the Ordinary Members entitled to vote, the following procedure shall be
followed for election of all Ordinary Members regardless of whether the
number of vacancies in Ordinary Members is greater than the number of
nominees for Ordinary Membership, namely:
8.03 Removal of Members
The Directors ( in consultation with the Membership sub-committee, if any)
may from time to time and shall, at least annually, review and evaluate
the performance by all Ordinary Members of their general duties as
Ordinary Members as same are determined and established by the
rules, regulations, traditions and long standing practices of
the Regatta Committee and also review and evaluate the performance by the
Ordinary Members of the assignments and duties given to them by the Regatta
Committee or any sub-committee thereof, its directors or officers. Where
the directors are not satisfied with the performance of an Ordinary Member
as aforesaid they shall give written notice thereof to the Ordinary
Member so affected stipulating the deficiencies in performance of the
Ordinary Member. The Ordinary Member so notified shall have the right to
make oral or written representations to the Directors and after
consideration thereof, the Directors may, by ordinary resolution
reprimand such Ordinary Member, or by a resolution of seventy-five percent
(75%) of those directors present and voting, suspend or remove such Ordinary
Member from membership.
IX MEETINGS OF ORDINARY MEMBERS
9.01 Annual Meetings
There shall be at least two (2) general meetings of the ordinary and other members, in each calendar year. One of the meetings shall be designated beforehand by the directors as the Annual general Meeting which shall be held at the date to be determined by the directors but not later than January 31st in each year. The meetings shall be held at the registered office of the corporation or at such other place within Newfoundland at such times as the directors may determine. An Annual General Meeting shall be called for the purpose of receiving the reports and statements required to be placed before the Ordinary Members at an annual meeting, electing directors, appointing an auditor or auditors, and for the transaction of such other business as may properly be brought before the meeting.
9.02 Other Meetings -
The directors shall have the power to call other meetings of the members to be held at such time and place within Newfoundland and as may be determined by the board of directors.
9.03 Notice of Meetings
Notice of the time and place of a general meeting of members shall be given. not less than twenty-one (21) days (inclusive of the day on which notice is served or deemed to be served and of the day for which notice is given) before the meeting to each member. Notice of a meeting of members at which special business is to be transacted shall state the nature of that business in sufficient detail to permit the member to form a reasoned judgment thereon and shall include the text of any special resolution to be submitted to the meeting. All business transacted at an annual general meeting of members, and all business transacted at an annual meeting of Ordinary Members, except consideration of the financial statements, auditor's report, election of directors and reappointment of the incumbent auditor, shall be deemed to be special business. The directors may appoint a day or days in any month or month for regular meetings of the members and shall designate the time and place at which such meetings are to be held. A copy of any resolution of the directors fixing the place and time of regular meetings of the members shall be sent to each member forthwith after being passed, and no other notice shall be required for any such regular meeting.
9.04 Persons entitled to be present
The only persons entitled to be present at general meetings shall be Ordinary members, Honourary Members and Honourary Life Members as well as the auditors and other persons who are entitled or required under any provision of the Act or the articles or by-laws of the corporation to attend a meeting of members of the corporation. Any other person may be admitted only on the invitation of the chairman.
9.05 Chairman
The President or in his absence the Vice President-Administration or in his absence the Vice President-Finance or in his absence a person chosen by a vote at the meeting shall be chairman of meetings of Ordinary Members.
9.06 Quorum
Twenty Ordinary Members present in person and each being entitled to vote shall constitute a quorum at any meeting of Ordinary Members. .
9.07 Votes to Govern
Subject to the Act and the articles of the Corporation, at all meetings of members every question shall be decided, either on a show of hands or by ballot, by a majority of the votes cast on the question. In case of an equality of votes, the chairman of the meeting shall have a second or casting vote.
9.08 Show of Hands
Voting at a meeting of members shall be by show of hands except where a ballot is demanded by five Ordinary Members. A ballot may be demanded either before or after any vote by show of hands. Upon a show of hands every person who is present and entitled to vote shall have one vote. Whenever a vote by show of hands shall have been taken upon a question, unless a ballot thereon be required or demanded, an entry in the minutes of a meeting of Ordinary Members to the effect that the chairman declared a motion to be carried as admissible in evidence as prima facie proof of the fact without proof of the number or proportion of the votes recorded in favour of or against the motion. A demand for a ballot may be withdrawn at any time prior to taking of a poll on the ballot.
9.09 Ballots
If a ballot is demanded or required, the vote upon the question shall be taken in such manner as the chairman of the meeting shall direct and each person present and entitled to vote at the meeting shall, unless the articles of the corporation otherwise provide, be entitled to one vote.
9.10 Adjournment
The chairman of any meeting of members may, with the consent of the meeting, and subject to such conditions as the meeting may decide, adjourn the same from time to time and from place to place. If a meeting of members is adjourned for less than thirty days it is not necessary to give notice of the adjourned meeting other than by announcement at the earliest meeting that is adjourned. If a meeting of members is adjourned by one or more adjournments for an aggregate of thirty (30) days or more, notice of the adjourned meeting shall be given as for an original meeting. Any business may be brought before or dealt with at any adjourned meeting which might have been brought before or dealt with at the original meeting in accordance with the notice calling such original meeting.
9.11 Resolution in Lieu of Meeting
A resolution in writing signed by all the Ordinary Members entitled to vote on that resolution at a meeting of Ordinary Members is as valid as if it had been passed at a meeting of members except where a written statement in respect thereof has been submitted by a director or where representations in writing are submitted by the auditor of the corporation, in either case, in accordance with the Act.
X HONOURARY PATRON
10.01 The directors shall annually appoint an Honourary Patron of the Regatta Committee who shall serve as Honourary Patron until the January 31st next following his or her appointment
XI HONOURARY PRESIDENT
11.01 The Directors shall annually appoint an Honourary President of the Regatta Committee who shall serve as Honourary President until the January 31st next following his or her appointment.
XII NOTICES
12.01 General
A notice or document required by the Act, the regulations thereunder, the articles or the by-laws of the corporation to be sent to a member or director of the corporation may be sent by prepaid mail addressed to, or may be delivered personally to, the member or director at his latest address as shown in the records of the corporation. A notice or document if mailed to a member or director of the corporation shall be deemed to have been given when deposited in a post office or public letter box. If the corporation sends a notice or document to a member in accordance with this section and the notice or document is returned on three consecutive occasions because the member cannot be found, the corporation is not required to send any further notices or documents to the member until he informs the corporation in writing of his new address.
12.02 Computation of Time
In computing the time when a notice or document must be given or sent under any provision requiring a specified number of days notice of any meeting or other event, the day on which the notice or documents is given or sent shall be excluded and the day on which the meeting or other event occurs shall be included.
12.03 Omissions and Errors
The accidental omission to give any notice or send any document to any member, director or other person or the non-receipt of any notice or document by any member, director or other person or any error in any notice or document not affecting the substance thereof shall not invalidate any action taken at any meeting held pursuant to such notice or otherwise founded on such notice or document.
12.04 Proof of Service
A certificate of the secretary or other duly authorized officer of the corporation, or of any agent of the corporation, as to facts in relation to the mailing or delivery or sending of any notice or document to any member or director of the corporation or to any other person or publication of any such notice or document, shall be conclusive evidence thereof and shall be binding on every member or director or other person as the case may be.
12.05 Signature of Notice
The absence of a signature to any notice or document given by the corporation shall not invalidate the said notice. The signature to any notice may be printed or otherwise mechanically reproduced thereon or partly printed or otherwise mechanically reproduced thereon.
12:06 Waiver of Notice
Notice may be waived or the time for the sending of a notice or document may be waived or abridged at any time with the consent in writing of the person entitled thereto. Attendance of any director at a meeting of the directors or of any member at a meeting of members is a waiver of notice of such meeting, except where he attends for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.
XIII SUB-COMMITTEES
13.01 Sub-Committees
The Board of Directors may from time to time constitute such sub-committees as it deems necessary, and shall prescribe their duties.
13.02 Meetings
The sub-committees may meet for the transaction of business, adjourn and otherwise regulate their meetings as they think fit provided, however, that a majority of the members of each sub-committee shall constitute a quorum thereof for the transaction of business. Questions arising at any meeting of the sub-committee shall be decided by a majority of votes and in case of an equality of vote, the chairman thereof shall have a second or casting vote.
13.03 Finance Sub-Committee
The Directors shall annually appoint a Finance Sub-Committee which shall, from time to time, review the financial position of the corporation and make recommendations to the Board of Directors concerning the finances of the corporation, including the management of the corporation's capital funds and investments and the preparation of an annual budget.
13.04 Nominating Sub-Committee
The Directors shall annually appoint a Nominating Sub-Committee which shall submit a slate of directors and officers to each annual general meeting of members and may recommend persons to fill any vacancy on the Board of Directors or any sub-committee or to fill any vacant office.
XIV BUSINESS OF THE CORPORATION
14.01 Bank accounts, cheques, drafts and notes
The corporation's bank accounts shall be kept in such chartered bank or banks, trust company, credit union or credit unions or trust companies or other firm ot corporation carrying on a banking business as the directors may by resolution from time to time determine. Cheques on bank accounts, drafts drawn or accepted by the corporation, promissory notes given by it, acceptances, bills of exchange, orders for the payment of money and other instruments of a like nature mav be made, signed, drawn, accepted or endorsed, as the case may be, by such officer or officers, person or persons as the directors may by resolution from time to time name for that purpose. Cheques, promissory notes, bills of exchange, orders for the payment of money and other negotiable paper may be endorsed for deposit to the credit of any one of the corporation's bank accounts by such officer or officers, person or persons, as the directors may by resolution from time to time name for that purpose, or they may be endorsed for such deposit by means of a stamp bearing the corporation's name.
14.02 Execution of Instruments
The President, and one (1) other officer, or any two (2) officers together shall have authority to sign in the name and on behalf of the corporation all the instruments in writing and any 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 any other officer or officers or any person or persons on behalf of the corporation either to sign instruments in writing generally or to sign specific instruments in writing. Any signing officer may affix the corporate seal to any instrument requiring the same. The term "instruments in writing" as used herein shall, without limiting the generality thereof, include contracts, documents, powers of attorney, deeds, mortgages, hypothecs, charges, conveyances, transfers and assignments of property (real or personal, immovable or movable), agreements, tenders, releases, receipts and discharges for the payment of money or other obligations, conveyances, transfers and assignments of shares, stocks, bonds, debentures or other securities, instruments of proxy and all paper writing.
14.03 Fiscal Year
The fiscal year of the corporation shall terminate on the 31st of October each year or as the board of directors may from time to time by resolution determine.
XV INTERPRETATION
15.01 In this by-law, wherever the context requires or permits, the singular shall include the plural and the plural the singular; the word "person" shall include firms and corporations, and masculine gender shall include the feminine and neuter genders. Wherever reference is made to any determination or other action by the directors such shall mean determination or other action by or pursuant to a resolution passed at a meeting of the directors, or by or pursuant to a resolution consented to by all the directors as evidenced by their signatures thereof. Wherever reference is made to "The Corporations Act" or the "Act", it shall mean The Corporations Act, S.N., 1986 c. 42 and every other ac or statute incorporated therewith or amending the same, or any act or statute substituted therefor. Unless the context otherwise requires, all words used in this by-law shall have the meanings given to such words in the Act. The headings used in this By-Law are inserted for reference purposes only and are not to be considered or taken into account in construing the terms or provisions thereof or to be deemed in any way to clarify, modify or explain the effect of any such terms or provisions.
XVI EFFECTIVE DATE
16.01 This by-law shall come into force and take effect, subject to confirmation by the Ordinary Members in accordance with the Act, upon enactment by the directors of the corporation.
ENACTED by the board of directors of the Corporation the 14th day of February, 1991.
Witness the corporate seal of the Corporation.