PTS by-laws

Pink Triangle Services by-laws

BY-LAW NO. 1

A by-law relating generally to the transaction of the affairs of Pink Triangle Services

SEAL

1. The seal of the Association shall be of such form as shall be prescribed by the board of directors of the Association and shall have the words Pink Triangle Services inscribed thereon.

MEMBERSHIP

2. Members of Pink Triangle Services (hereinafter called the "Association") shall be those persons, firms, corporations or associations who shall have applied for membership who have been accepted by the Board of Directors, and who had paid such annual dues, if any, as may have been established by the Board of Directors, and shall be those who support the objectives of the Association and have all the rights and privileges of membership in accordance with law, the letters patent and the by-laws;

3. A member shall cease to be a member if:

s/he shall have failed to renew or pay his/her membership and pay his/her annual dues (if any),
s/he delivers to the Association a written resignation from the Association, or
if at a meeting of members duly called for such purpose upon not less than 14 (fourteen) days nor more than 30 (thirty) days notice setting out the reasons for such termination, a resolution terminating such member's membership is passed by a majority of not less than two-thirds (2/3) of the members voting at such meeting.

4. The Board of Directors may from time to time, by resolution, determine the amount of the membership fee to be paid by members of the association.

OFFICE

5. The Head Office of the Association shall be in the National Capital Region at such municipal address therein as the Board of Directors may from time to time by resolution determine.

6. The property and affairs of the Association shall be governed and managed by a board of thirteen (13). Twelve (12) of the directors, of who at least six (6) shall be female and six (6) male, shall be elected at each annual general meeting of members. At the annual general meeting of members, after the election of directors, one (1) such director shall be elected to the offices of President, Vice-President and Secretary-Treasurer, respectively.

7. The immediate part president of the Association shall be a non-voting ex officio member of the Board of Directors.

8. Each director shall hold office from the time of his/her election or appointment until his/her successor shall have been duly elected and qualified or until his/her resignation has been delivered to an officer of the Association.

9. The office of director shall be automatically vacated:

if a director shall resign his/her office by delivering a written resignation to an officer of the Association;
if a director is found to have become of unsound mind;
if a director becomes bankrupt
if at a general meeting of members duly called for such purpose a resolution is passed by a majority of at least two thirds (2/3) of the members voting that s/he be removed from office and provided that the notice of such meeting shall have been given at least 14 days prior to the meeting at which removal is to be considered and such notice has set out the reasons for removal of such person from office; or
on the death of the director.

Any member of a committee of the Association shall cease to be a member of such committee upon the termination of his/her position as a director of the Association or from any office given him/her ex-officio membership on any such committee, and any other member of a committee may be removed by the body which appointed him/her to such committee.

10. Vacancies occurring in the Board of Directors or among the officers between the time of their election and the next annual general meeting of the Association shall be filled by a majority vote of the Board of Directors or, in the alternative, may be filled by a vote of members at a general meeting of members duly called for such purposes.

MEETINGS OF THE BOARD OF DIRECTORS

11. Meeting of the board of directors may be held at any time and place to be determined by the President of the Association by the board of directors. No error or omission in giving notice of any meetings of the board of directors of the Association 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.

12. At all meetings of the directors every question shall be decided by a majority of the votes cast on the question. A vote shall be cast either by a show of hands or by a vote taken as the President or Chairperson may direct unless otherwise provided herein. The Chairperson shall not be entitled to vote except in the case of an equality of votes.

13. The quorum for meetings of the board of directors shall be seven (7) directors.

POWERS AND DUTIES OF THE BOARD OF DIRECTORS

14. The property and affairs of the Association shall be managed and controlled by the board of directors.

15. The directors of the association shall not be entitled to receive remuneration for their services as such. The directors shall be entitled to be reimbursed for any expenses incurred in connection with their attendance at each meeting of the board and for any expenses incurred in connection with their services to the Association as directors. The board of directors may from time to time by resolution fix the amount of and authorize payment of reasonable remuneration and expenses to any officer, agent or employee for his/her services to the Association.

16. 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 and receive such compensation as shall be prescribed by resolution of the board of directors.

17. The board of directors shall take such steps as it may deem requisite to enable the Association 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 the Association.

18. The board of directors may administer the affairs of the Association in all things and may cause to be made for the Association, in its name, any kind of contract which the Association may lawfully enter into and, save as hereinafter provided, generally, may exercise all such other powers and do all such other ac acts and things as the Association is by its charter or otherwise authorized to exercise and do.

19. The board of directors shall have power to authorize expenditures on behalf of the Association from time to time for the purpose of furthering the objects of the Association.

20. The Association hereby acknowledges that each and every director of the Association shall be deemed to have assumed office on the express understanding and agreement and conditions that every director and officer of the Association and his/her heirs, executors and administrators and estate and effects respectively shall from time to time and at all times be indemnified and save harmless out of the funds of the Association from and against all costs, charges, and expenses whatsoever, which such directors(s) of officer (s) sustain(s) or incur(s) in or about any action, suit or proceeding which is brought, commenced or prosecuted against him/her or them for or in respect to any act, deed, matter or thing whatsoever made and done or permitted by him/her or them in or about the execution of the duties of this her their office or offices, and also from and against all other costs, charges and expenses which s/he or they sustain or incur in or about or in relation to the affairs of the Association.

COMMITTEES

2 1. (a) An executive committee consisting of the President, the VicePresident, the Secretary-Treasurer may be appointed by the board of directors of by a general meeting of the members. The executive committee shall have all the powers of the board of directors except such powers as are reserved by the body appointing it. The quorum for a meeting of the executing committee shall be two (2) of its members. Or any given purpose, the President may invite other persons to participate in the work of the executive committee.

(b) The board of directors may, from time to time, form such other committees as it deem appropriate having such power and with such membership as it may from time to time by resolution determine.

OFFICERS

22. The officers of the Association shall be a President, Vice-President, and Secretary-Treasurer.

23. Officers of the Association shall be directors of the Association and shall be elected to such offices of at the annual general meeting of members.

24. The officers of the Association shall hold office for one (1) year or until their successors are elected or appointed in their stead.

25. Any of the President, Vice-President, or Secretary-Treasurer shall cease to be an office of the Association if s/he ceases to be a director of the Association.

DUTIES OF OFFICERS

26. The President or his/her designate shall preside at all meeting of the Association, of the board of directors and of the executive committee and shall be, ex officio, a member of all committees. S/He shall be generally responsible for the conduct of the affairs of the Association. S/He may call meetings of the Association, of the board of directors and of the executive committee.

27. The Vice-President shall in the absence of the President, perform the duties and exercise the powers of the President. S/He shall assist the President in the discharge of his/her duties. In the event of a vacancy in the presidency, s/he shall assume the office of acting President until a new President is elected. S/He shall perform such other duties as shall from time to time be imposed upon him/her by the board of directors.

28. The Secretary-Treasurer shall be responsible for the custody of the funds of the Association. S/He shall deposit such funds in an account in the name of the Association, in a Canadian Chartered Bank or as otherwise directed by the board of directors. S/He shall keep such financial records as are necessary for the proper accounting of the funds of the Association.

S/He shall prepare statements of receipts and such disbursements as required from meetings of the Association, of the board of directors and of the executive committee. S/He shall arrange for the preparation and presentation of an audited financial statement for the annual general meeting of the Association. S/He shall also perform such other duties as may from time to time be directed by the board of directors.

29. The Board of Directors shall be responsible for designating a recording secretary from time to time to take the minutes of all meetings of the bard of directors and of the executive committee and for distribution of such minutes to the members of the board of directors. The Board of Directors shall give or cause to be given notices of all meetings of the members and of the board of directors and shall delegate to staff or other person such other duties as it may prescribe such as, but not exclusive, acknowledging and answering all routing correspondence, keeping such files and records as may be necessary for the affairs of the Association, seeing that orders and resolutions of the boards of directors are carried into effect, etc.

SIGNATURE OF ASSOCIATION CHEQUES

30. Persons identified by the board from time to time by resolution or by-law shall sign cheques on the Association's bank account.

CONTRACTS

3 1. Contracts, documents or any instrument in writing requiring the signature of the Association shall be signed by an two (2) of the President, Vice-President, or Secretary-Treasurer and all contracts, documents and instruments in writing so signed shall be binding upon the Association without any further authorization or formality. the directors shall have power from time to time by resolution to appoint a person or persons on behalf of the Association to sign specific contracts, documents and instruments in writing. The directors may give the Association's power of attorney to any chartered bank, trust company or registered dealer of securities for the purposes of the transferring of and dealing with any stocks, bonds and other securities of the Association.

The seal of the Association when required may be affixed to contracts, documents and instruments in writing signed as aforesaid by any officer.

MEETINGS OF MEMBERS

32. The annual or other general meeting of the members of the Association shall be held at the Head Office of the Association or at such other place as the President or the board of directors may determine and on such day and at such time as the said President or board of directors shall appoint.

3 3. The ANNUAL GENERAL MEETING shall be the supreme policy making body of the Association.

34. The ANNUAL GENERAL MEETING shall be held in each year at such time and place as the board of directors may determine by resolution.

35. Not less than 14 (fourteen) days or no more than one (1) month before written notice of the date and place of the annual or say other general meeting shall be given by the Board to the members of the Association.

36. At least 14 (fourteen) days prior to the annual or any other general meeting an agenda shall be mailed to all members, which shall state the general nature of business to be transacted at such meeting.

37. At the annual general meeting an auditor shall be appointed to audit the account of the Association, and to hold office until the next general meeting, provided that the board of directors may fill any vacancy occurring in such office between annual general meetings. In event of the annual general meeting failing to appoint an auditor then the auditor in office at the date of such annual general meeting shall continue in office until his/her successor is appointed. The board of directors shall fix the remuneration of the auditor.

38. Twenty-five (25) members of the Association can requisition a special meeting by signing and delivering a written notice to the Executive Committee. Upon receipt of such a requisition, the Executive committee shall within six weeks of receipt of said requisition call a meeting with proper written notice given to the members of the Association not less than 14 (fourteen) days or no more than one (1) month preceding the meeting.

QUORUM FOR MEMBERS MEETING

39. Not less than twenty-five (25) members shall constitute a quorum for such meetings.

MEMBERS ENTITLED TO VOTE

40. At any annual or other general meeting or at any special meeting, each member shall have the right to move, to second and to vote on any motion, resolution or proposal.

NOMINATING COMMITTEE

41. At least two (2) months prior to the Association's annual general meeting, the executive committee or failing them the board of directors shall appoint a nominating committee which shall prepare a slate of candidates for election at the annual general meeting.

42. The nominating committee shall receive written nominations addressed to the board of directors at least 14 (fourteen) days prior to the annual general meeting and any nominations so received shall be placed before the annual general meeting.

43. No person may be proposed for election as an officer or director of the Association at the annual general meeting unless the nominating committee has nominated him/her as aforesaid.

44. Should there be more than two (2) candidates nominated for election to any one office or position and shall no one of such candidates receive more than one half of the total votes cast for such office or position, the election procedure shall be by way of elimination: the candidate with the least number of votes being eliminated and another vote taken and so on until such candidate receives more than one half of the total number of votes cast.

FISCAL YEAR

45. Unless otherwise ordered by the board of directors, the fiscal year-end of the Association shall be the last day of December in each year.

AMENDMENT AND REPEAL OF BYLAWS

46. Bylaws of the Association may be amended and repealed by bylaw enacted by a majority of the directors at a meeting of the board of directors and sanctioned by an affirmative vote of the annual general meeting or of a special general meeting of the Association notice of which as been given not less than 14 (fourteen) days and not more than one (1) month prior to the date of such meeting to the regular members of the association. The repeal or amendment of bylaws shall not be enforced or acted upon until the approval of the Registrar General of Canada.

DISSOLUTION

47. The Association may be dissolved by a majority vote at a special general or annual general meeting of the Association which notice of such meeting has been given to the membership no less than fourteen (14) days and no more than one (1) month prior to such meeting. After the dissolution of the Association the dispersion of assets shall be as follows:

real assets shall be liquidated to satisfy any outstanding debt of the Association;
if no debt has been accumulated, the liquid assets, moneys and properties shall become the property of a recognized charity in Canada whose goals and objectives parallels those of the Association. the approval of said organization shall be given by the membership at the time of disillusionment;
the records and files of the Association shall be forwarded to the organization that can recognize and preserve their historical value.

INTERPRETATION

48. In these bylaws and in all other by-laws the Association hereafter passes unless the context otherwise required, words importing the singular number shall include the plural number as the case may be and vice-versa. References to persons shall not include firms or corporations.

49. All references to written notice shall include written notice by electronic means.

1 January 2000