A by-law relating generally to the conduct
of the affairs of
INTERNATIONAL ASSOCIATION OF TAICHI AND LOKHUP ACADEMIES
BE IT ENACTED as a by-law of the Corporation as follows:
In this by-law and all other by-laws of the Corporation, unless the context otherwise requires:
"Act" means the Canada Not-For-Profit Corporations Act S.C. 2009, c. 23 including the Regulations made pursuant to the Act, and any statute or regulations that may be substituted, as amended from time to time;
"articles" means the original or restated articles of incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement or revival of the Corporation;
"board" means the board of directors of the Corporation and "director" means a member of the board;
"by-law" means this by-law and any other by-law of the Corporation as amended and which are, from time to time, in force and effect;
"meeting of members" includes an annual meeting of members or a special meeting of members; "special meeting of members" includes a meeting of any class or classes of members and a special meeting of all members entitled to vote at an annual meeting of members;
"ordinary resolution" means a resolution passed by a majority of not less than 50% plus 1 of the votes case on that resolution;
"proposal" means a proposal submitted by a member of the Corporation that meets the requirements of section 163 (Member Proposals) of the Act;
"Regulations" means the regulations made under the Act, as amended, restated or in effect from time to time; and
"special resolution" means a resolution passed by a majority of not less than two-thirds (2/3) of the votes cast on that resolution.
2. Financial Year
The financial year end of the Corporation shall be December 31 in each year.
3. Borrowing Powers
The directors of the Corporation may, without authorization of the members,
i borrow money on the credit of the corporation
ii issue, reissue, sell, pledge or hypothecate debt obligations of the corporation;
iii give a guarantee on behalf and
iv mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the corporation, owned or subsequently acquired, to secure any debt obligation of the corporation.
4. Annual Financial Statements
The Corporation may, instead of sending copies of the annual financial statements and other documents referred to in subsection 172(1) (Annual Financial Statements) of the Act to the members, publish a notice to its members stating that the annual financial statements and documents provided in subsection 172(1) are available at the registered office of the Corporation and any member may, on request, obtain a copy free of charge at the registered office or by prepaid mail.
5. Membership Conditions
Subject to the articles, there shall be two classes of members in the Corporation, namely, Academy members and Associate members. The board of directors of the Corporation may, by resolution, approve the admission of the members of the Corporation. Members may also be admitted in such other manner as may be prescribed by the board by resolution. The following conditions of membership shall apply:
i Academy voting membership shall be available to organizations, which have applied and have been accepted for Academy voting membership in the Corporation.
ii The term of membership of an Academy voting member shall be annual, subject to renewal in accordance with the policies of the Corporation.
iii As set out in the articles, each Academy voting member is entitled to receive notice of, attend and vote at all meetings of members and each such Academy voting member shall be entitled to one (1) vote per one hundred (100), or less, members at such meetings.
iv Associate non-voting membership shall be available to persons who have applied and have been accepted for Associate non-voting membership in the Corporation.
v The term of membership of an Associate non-voting member shall be annual, subject to renewal in accordance with the policies of the Corporation.
vi Subject to the Act and the articles, an Associate non-voting member shall be entitled to receive notice of and attend at meetings of the members of the Corporation, but not be entitled to vote.
Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendments to this section of the by-laws if those amendments affect membership rights and/or conditions described in paragraphs 197(1)(e), (h), (l) or (m).
6. Membership Transferability
A membership may only be transferred to the Corporation. Pursuant to Section 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to add, change or delete this section of the by-laws.
7. Notice of Members Meeting
Notice of the time and place of a meeting of members shall be given to each member by telephonic, electronic or other communication facility, during a period of 21 to 35 days before the day on which the meeting is to be held. If a member requests that the notice be given by non-electronic means, the notice will be sent by mail, courier or personal delivery. Pursuant to subsection 197(1) (Fundamental Change) of the A
Act, a special resolution of the members is required to make any amendment to the by-laws of the Corporation to change the manner of giving notice to members entitled to vote at a meeting of members.
8. Members Calling a Members' Meeting
The board of directors shall call a special meeting of members in accordance with Section 167 of the Act, on written requisition of members carrying not less than 5% of the voting rights. If the directors do not call a meeting within twenty-one (21) days of receiving the requisition, any member who signed the requisition may call the meeting.
9. Membership Dues
A. The annual membership fee for both classes of members is ONE Hundred US Dollars (US$100) per 100, or less, members and is due January 1st of each year.
B. Members are required to pay the membership fee to the IATLA before January 1st of each year.
C. A new member shall pay the full membership fee for the remainder of the calendar year. When the date of approval is September or later, the fee will also include the following calendar year.
10. Termination of Membership
A. The IATLA Board of Directors has the authority to expel a Member that fails to faithfully perform its duties, or fails to operate on a non-profit basis, or receive
personal monetary gain.
Directors may propose to expel the member. The member shall be expelled by a majority vote of the delegates at the next IATLA AGM or at an extraordinary meeting called for that purpose.
C. The following circumstances shall be considered a voluntary withdrawal from IATLA membership:
i the member no longer exists,
ii if the member withdraws its affiliation, it should notify the IATLA Secretary in writing, or
iii a member fails to pay its annual membership fee by January 1.
D. If the expelled or withdrawn member wishes to resume its affiliation, it must reapply for membership.
11. Effect of Termination of Membership
Subject to the articles, upon any termination of membership, the rights of the member, including any rights in the property of the Corporation, automatically cease to exist.
12. Proposals Nominating Directors at Annual Members' Meetings
Subject to the Regulations under the Act, any proposal may include nominations for the election of directors if the proposal is signed by not less than 5% of members entitled to vote at the meeting at which the proposal is to be presented.
13. Cost of Publishing Proposals for Annual Members' Meetings
The member who submitted the proposal shall pay the cost of including the proposal and any statement in the notice of meeting at which the proposal is to be presented unless otherwise provided by ordinary resolution of the members present at the meeting.
14. Place of Members' Meeting
Subject to compliance with section 159 (Place of Members' Meetings) of the Act, meetings of the members may be held at any place within Canada determined by the board or, if all of the members entitled to vote at such meeting so agree, outside Canada.
15. Quorum at Members' Meetings
A quorum at any meeting of the members (unless a greater number of members are required to be present by the Act) shall be a majority of the members entitled to vote at the meeting. If a quorum is present at the opening of a meeting of members, the members present may proceed with the business of the meeting even if a quorum is not present throughout the meeting.
16. Votes to Govern at Members' Meetings
At any meeting of members every question shall, unless otherwise provided by the articles or by-laws or by the Act, be determined by a majority of the votes cast on the questions. In case of an equality of votes either on a show of hands or on a ballot or on the results of electronic voting, the chair of the meeting in addition to an original vote shall have a second or casting vote.
17. Participation by Electronic Means at Members' Meetings
Participation at meetings of members may not be by telephonic, electronic or other communication facility.
18. Members' Meeting Held Entirely by Electronic Means
Meetings of members may not be held entirely by telephonic, an electronic or other communication facility.
19. Number of Directors
The board shall consist of the number of directors specified in the articles. If the articles provide for a minimum and maximum number of directors, the board shall be comprised of the fixed number of directors as determined from time to time by the members by ordinary resolution or, if the ordinary resolution empowers the directors to determine the number, by resolution of the board. In the case of a soliciting corporation the minimum number of directors may not be fewer than three (3), at least two of whom are not officers or employees of the Corporation or its affiliates.
20. Term of Office of Directors
At the first election of Directors following the approval of this by-law, one-third (1/3) directors shall be elected for a three-year term, one-third (1/3) directors shall be elected for a two-year term and one-third (1/3) directors shall be elected for a one-year term. Thereafter, except where an election is held to fill the unexpired portion of a term, newly elected directors shall be elected for three-year (3) terms.
21. Calling of Meetings of Board of Directors
Meetings of the board may be called by the chair of the board, the vice-chair of the board or any two (2) directors at any time. If the Corporation has only one director, that director may call and constitute a meeting.
22. Notice of Meeting of Board of Directors
Notice of the time and place for the holding of a meeting of the board shall be given in the manner provided in the section on giving notice of meeting of directors of this by-law to every director of the Corporation not less than 2 days before the time when the meeting is to be held. Notice of a meeting shall not be necessary if all of the directors are present, and none objects to the holding of the meeting, or if those absent have waived notice of or have otherwise signified their consent to the holding of such meeting. Notice of an adjourned meeting is not required if the time and place of the adjourned meeting is announced at the original meeting. Unless the by-law otherwise provides, no notice of meeting need specify the purpose or the business to be transacted at the meeting except that a notice of meeting of directors shall specify any matter referred to in subsection 138(2) (Limits on Authority) of the Act that is to be dealt with at the meeting.
23. Votes to Govern at Meetings of the Board of Directors
At all meetings of the board, every question shall be decided by a majority of the votes cast on the question. In case of an equality of votes, the chair of the meeting in addition to an original vote shall have a second or casting vote.
24. Appointment of Officers
The board may designate the offices of the Corporation, appoint officers on an annual or more frequent basis, specify their duties and, subject to the Act, delegate to such officers the power to manage the affairs of the Corporation. A director may be appointed to any office of the Corporation. An officer may, but need not be, a director unless these by-laws otherwise provide. Two or more offices may be held by the same person.
25. Invalidity of any Provisions of this By-law
The invalidity or unenforceability of any provision of this by-law shall not affect the validity or enforceability of the remaining provisions of this by-law.
26. By-laws and Effective Date
Subject to matters requiring a special resolution, this by-law shall be effective when made by the board.
CERTIFIED to be By-Law No. 1 of the Corporation, as enacted by the directors of the Corporation by resolution on the 5th day of March, 2015 and confirmed by the members of the Corporation by special resolution on the 28th day of February , 2015.
Dated as of the 5th day of March, 2015.
© IATLA 2016