1.01 a) Membership Conditions
Subject to the articles, there shall be two classes of members in the Corporation, namely, Class A members and Class B 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 ordinary resolution.
b) The following conditions of membership shall apply:
Class A Members (Voting)
Class A members include Group 1 and 3. The Class A member shall be entitled to receive notice of and to attend all meetings of the members of the Corporation and each Class A member shall have one (1) vote at such meeting.
Class B Members (Non-voting)
Class B members include Group 2 and 4. Except as otherwise provided by the Canada Not-for-profit Corporations Act, S.C. 2009, c.23 (the Act, the Class B members shall not be entitled to receive notice of, attend or vote at meetings of the members of the Corporation.
c) Only subsisting companies, accredited academic institutions, government agencies, duly constituted associations, NFP and NGO’S can become members
of the PAC.
d) Membership Groups
1. Corporate members – There shall be only one Corporate member per company, academic institution, and Federal, Provincial/State or Municipal government).
2. Associate members – Once a Corporate member is established, that company/organization can have as many associate members as it may designate.
3. Owner operators – May have only one employee which shall be the designated member.
4. Honorary Members – Past chairs, presidents and CEOs. Individuals nominated by officers and/or directors and approved by the Board of Directors; Individuals that have made an exceptional contribution to the PAC.
e) 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
1.02 Applications for membership shall be scrutinized, if appropriate, by the Board before acceptance.
1.03 Membership in the Corporation, with the exception of an Associate membership, shall be transferable only with the approval of the Board.
1.04 The annual dues and all other fees payable by each category of members shall be determined from time to time by the Board. The fees and dues payable by each Corporate Member shall, at the discretion of the Board of Directors, vary dependent upon the value of gross annual sales or other appropriate business value indicators. No fees or dues shall be payable by Honorary Members.
2.01 Notice of Meeting of Members
Notice of the time and place of a meeting of members shall be given to each member entitled to vote at the meeting by the following means:
a) By mail, courier or personal delivery to each member entitled to vote at the meeting, no later than 21 days before the day on which the meeting is to be held; or
b) By facsimile, email or other communication facility to each member entitled to vote at the meeting, no later than 21 days before the day on which the meeting
is to be held.
2.02 A member that is entitled to vote at a meeting of members may vote in person or by proxy.
2.03 At all General Meetings of the Corporation, the presence in person or by proxy of at least ten (10%) percent of the Corporate Members of the Corporation entitled to vote at the meeting shall constitute a quorum. Should a quorum not be present at any meeting of the Corporate Members, within forty-five (45) minutes of the commencement time stipulated in the notice calling the meeting, such meeting shall be adjourned and may be reconvened by the giving of appropriate notice. At a subsequent meeting reconvened to conduct precisely the same business, the members in attendance in person or by proxy shall constitute a quorum for the conduct of that business even if they represent less than 10% of the corporate members entitled to vote.
2.04 At all Meetings of the Corporation, each Corporate Member in good standing shall be entitled to one vote. Votes may be given either in person by its appointed representative or by proxy. Associate and Honorary Members shall not be entitled to receive notice of General Meetings thereof. A proxy by a Corporate Member shall cease to be valid one year from its date. Every Corporate Member shall furnish to the Corporation, an address, including and email address if available, to which all notices intended for such Corporate Member shall be mailed, or served upon him/her. Any changes to either the mailing or emailing address are to be provided to the Corporation within 30 days.
2.05 All questions at Meetings of the Corporation shall be decided by majority vote of the Corporate Members present in person or by proxy unless applicable law or the By-laws of the Corporation require a greater majority. Except for the election of Directors, votes need not be by ballot, but a vote by ballot shall be taken on any question if demanded by at least ten per cent (10%) of the Corporate Members present or represented at the meeting, or if directed by the Chair of the meeting. All votes by ballot shall be taken in such manner as the Chair shall direct.
2.06 Every Corporate Member shall furnish to the Corporation an address, including an email address, if available, to which all notices intended for such Corporate Member shall be mailed, or served upon him/her. If any Corporate Member does not furnish such address any such notice may be addressed to any other address of such Corporate Member at that time appearing on the books of the Corporation. If no address appears on the books of the Corporation, such notice may be mailed to such address as the person sending the notice may consider to be the most likely to result in such notice reaching such Corporate Member.
2.07 All motions or resolutions of Corporate Members shall be passed at duly convened meetings. Except in those cases where by law the convocation of the Corporate Members at a meeting is required, the signatures on any instrument (which may be signed in counterparts) in the nature of a resolution of By-law of all the Corporate Members entitled to vote shall give to such By-law or resolution the same force and effect as if the same had been validly enacted or passed by all the Corporate Members entitled to vote at a meeting held to consider the same.
2.08 The Governance and Nominating Committee (which is a Board standing committee) shall consult with such persons as it considers necessary in order to determine the needs and problems of the Corporation and shall nominate those persons who in its opinion are qualified to serve the Corporation. No person shall be nominated unless they have been filed with the Governance and Nominating Committee or the President of the Corporation written consent to stand for election.
2.09 The list of nominees shall be issued along with the notice of the General Meeting at least fifteen (15) days before the date of the Annual General Meeting.
2.10 Any five Corporate Members in good standing may, by nomination in writing filed with the President of the Corporation at least ten (10) days prior to the date of the Annual Meeting, nominate for Director a Corporate Member. Such nomination shall be accompanied by the written consent of the nominee to stand for election.
2.11 Directors of the Corporation shall be deemed to be elected for a term of 2 years as of and from the date of the Annual General Meeting at which the results of the ballots are reported and they shall hold office until the second Annual General Meeting after their respective elections, or until they have resigned or otherwise ceased to be Directors.
2.12 A special resolution of the members is required to make any amendment to the By-laws of the Corporation to change this method of voting by members not in attendance at a meeting of members.
3.00 ANNUAL DUES
3.01 Annual dues shall be due and payable by each member on the date of admission and shall be prorated for that year and shall thereafter be payable on the first day of January of each succeeding year.
3.02 Any member who is ninety (90) days in arrears in the payment of dues shall cease to be a member in good standing. A member who is in arrears in the payment of dues for more than six (6) months shall automatically cease to be a member.
3.03 A member may be expelled from the Corporation by a resolution passed by a 3/4 vote of the members present or represented by proxy at a duly constituted or Special General Meeting of the Corporation provided that notice of such resolution for expulsion is given in the notice calling the meeting.
4.0 THE BOARD OF DIRECTORS
4.01 The affairs of the Corporation shall be managed by a board of no fewer than seven and no more than 30 Directors, and the number of Directors must be uneven at all times, and shall be comprised of Immediate Past Chair, a Chair, a First Vice-Chair, a Second Vice-Chair and Directors at large.
a) Each Director shall be a member of the Corporation, and a representative of a Corporate member, and will serve as a Director for a two (2) year term,
provided that a Director must remain eligible to act as a Director during the term of his/her office. The Directors shall be elected at the Annual General Meeting of the Corporation in the manner outlined in this By-Law. A Director whose term has expired shall be eligible for re-election, provided that they otherwise remain qualified.
b) The President of the Corporation shall be entitled to receive notice of, and attend at, all meetings of the Board but shall not have the right to vote thereat unless
he/she has been elected as a Director.
c) Every other year, at the first meeting of the Board of Directors following the Annual General Meeting of Members, the Board shall elect a Chair to preside at all
meetings of the Board for the ensuing two (2) year term as well as electing a First Vice-Chair, and a Second Vice-Chair.
d) The Board shall, from time to time, create such committees as may be reasonably appropriate or necessary for the proper and efficient conduct of the
e) Each member of the Board shall attend a minimum of 3/4 of all of the Board Meetings on an on-going basis during his/her term of office. In the event that any
Board member fails to attend the stipulated minimum number of meetings, such Board member shall be disqualified from serving a consecutive term as a member of the Board and shall not be entitled to stand again for election to the Board for a period of four (4) years from the date that such member ceased to be a member of the Board.
4.02 Vacancies on the Board may be filled by the Board, and a Director so appointed shall hold office for the unexpired term of the vacating Director.
4.03 Meetings of the Board shall be held on at least seven (7) days’ prior notice given by mail or electronic communication to each Director and to the President. Board members may be present in person or may participate in Directors meetings by telephone conference. Meetings of the Board may also be held without formal notice if all Directors are present or if those absent waive their right to notice and consent to the holding of the meeting. The Board shall meet at least four (4) times in every calendar year and such meetings shall be held on the giving of at least seven (7) days prior written notice given by mail or electronic communications.
4.04 Unless otherwise specifically stipulated in this By-law, all questions at meetings of Directors shall be decided by majority vote, each Director present having one vote.
4.05 The Directors shall not be entitled to any remuneration for their services as Directors, but they shall be reimbursed for their authorized travel and other reasonable expenses provided the same have been incurred as a direct result of their legitimate discharge of their duties on behalf of the Corporation.
4.06 The Directors of the Corporation shall administer the affairs of the Corporation and make or cause to be made for the Corporation, in its name, contact which the Corporation lawfully enter into and generally, save as hereinafter provided, may exercise all such other powers and do all such other acts and things as the Corporation is by its charter and this By-law or otherwise authorized to exercise and do.
4.07 Immediately after the Annual General Meeting of the Corporation in each year, a meeting of the newly elected Directors shall be held for the election of additional officers of the Corporation, if any, and the transaction of such other business as may come before it.
4.08 Special meetings of the Board may be called at any time by the Chair or any five (5) Directors and the notice therefore shall be the same as noted in 2.01 and 2.02 of this By-law.
4.09 The Chair, or in his/her absence, the First Vice-Chair, or in his/her absence or if he/she declines to act, the Second Vice-Chair shall preside at all meetings of the Directors. If the Chair and the Vice-Chair are absent, the Directors present may choose someone of their number to be Chair.
4.10 A majority of the Board members present at a duly called meeting shall constitute a quorum. Any meeting of the Board at which a quorum is present shall be competent to exercise all of the authority, power and discretion and exercisable by directors generally under the By-laws of the Corporation or otherwise.
4.11 a) Any Director may be removed before the expiry of his/her term of office at the Annual General Meeting, or any Special Meeting of the Corporation called for that
purpose, by the vote of a majority of the Corporate Members carrying voting rights at the meeting. By resolution at the same meeting, another duly qualified person may be elected in his/her stead and the person so elected shall hold office for the unexpired term of the removed Director.
b) Pending an Annual Meeting or Special General Meeting of the Corporation, and Director may be suspended by a resolution passed by at least a two-thirds
majority of the Board at a duly constituted meeting. Such a resolution shall stay all rights and future obligations of a Director who is so suspended.
4.12 A Director may resign his/her office at any time. Such resignation shall be given in writing, or by electronic communication, and shall take effect from the time of its receipt by the Corporation. The formal acceptance of a resignation by resolution of the Board of Directors or of the members shall not be required to make it effective.
4.13 As appropriate, certain standing committees shall be organized by the Board. Each standing committee will be organized in a manner recommended by the Chair and approved specifically by the Board. The standing committees shall be: Governance and Nominating; Compensation, and Audit and Finance. Such other Committees may also be established by the Board as it considers appropriate from time to time.
5.01 The Officers of the Corporation shall be the Immediate Past Chair, the Chair, the First Vice-Chair, the Second Vice-Chair, the President and such other Officers as may be required by law or as the Directors may from time to time determine. None of the said Officers, except the Immediate Past Chair, the Chair, the First Vice-Chair and the Second Vice-Chair, is required to be a Director of the Corporation in order to be eligible to hold his/her respective office.
5.02 All Officers shall be appointed annually by resolution of the Board at its first meeting after each Annual General Meeting of the Corporation save and except for the Chair who shall hold office for a term of two (2) years. In the event that any Officer ceases to hold office before the expiry of his term the Board of Directors may appoint a successor to hold office for the unexpired balance of the term.
5.03 The Chair shall preside at all General Meetings of the Corporation and of the Board. He/she shall also have such other powers and duties as the Board of Directors may by resolution assign to him/her from time to time.
5.04 The First Vice-Chair and the Second Vice-Chair shall have such powers and duties as may be assigned to them from time to time by resolution of the Board of Directors.
5.05 The President shall be Chief Executive Officer of the Corporation, and shall be subject to the direction of the Board through the office of the Chair. He/she shall have general supervision over the business and affairs of the Corporation and he/she shall be paid such remuneration as the Board may from time to time determine. In the event that the incumbent President ceases to be retained by the Corporation for any reason, his/her duties shall be immediately assumed by such other person or persons as may be designated by the Board or, pending such decision by the Board, by the Chair.
5.06 A Secretary of the Corporation shall also be appointed by the Board and shall record in permanent form the proceedings of all meetings of the Corporation and of the Board and shall perform such other duties as may be assigned to him/her from time to time by the Board. The Secretary shall keep a proper record of the membership and such other corporate records as may be necessary to record suitably the business of the Corporation. The Secretary shall, when necessary, certify under the corporate seal or otherwise documents issued by the Corporation. In the absence of a Corporate Secretary, the President shall carry out the functions of the Secretary.
5.07 The Chair and any Vice-Chair may be removed from office, with or without cause, at any time by a resolution passed by at least a two-thirds majority at a meeting of the Board duly called to consider such resolution. Any other Officer may be removed from office, with or without cause, at any time by resolution of the Board of Directors.
5.08 No Officers of the Corporation other than the President and the Secretary be employed by the Corporation, or otherwise receive remuneration.
6.0 AUDITORS AND ACCOUNTS
6.01 The accounts of the Corporation shall be audited each year by an auditor or auditors appointed by resolution of the Corporate Members at each Annual General Meeting.
6.02 The fiscal year of the Corporation shall terminate on the 31st day of December in each year. A balance sheet as at the end of the preceding fiscal year and a statement of revenue and expenditures for such year together with a report of the auditors thereon, shall be presented to each Annual General Meeting, or a Special Meeting convened for that purpose, and copies thereof shall be sent to each Corporate Member of the Corporation at least fifteen (15) days before the date of that meeting.
6.03 The Board shall cause the Corporation to keep proper accounting records with respect to all financial and other transactions of the Corporation and, without limiting the generality of the foregoing, shall cause the Corporation to keep records of all sums of money received and disbursed by it and the matters in respect of which receipt and disbursement take place, all sales and purchases by it, all assets and liabilities and all other transactions affecting its financial position.
6.04 The accounting records shall be kept at the registered office of the Corporation or at such other place in Canada as the Board determines and shall at all times be open to inspection by the Board of Directors.
7.0 ENACTMENT, AMENDMENT AND REPEAL OF BY-LAWS
7.01 By-laws of the Corporation may be enacted repealed or amended, by a majority of the Directors at a meeting of the Board of Directors and shall be ratified by an affirmative majority vote of the votes cast by the Corporate Members in person or by proxy at a Special Meeting of the Corporation or the next Annual General Meeting, provided that the enactment, repeal or amendment of such By-laws shall not be enforced or acted upon until such approval from the corporate members.
8.0 CONTRACTS, CHEQUES, DRAFTS, BANK ACCOUNTS
8.01 All deeds, documents, contracts, undertakings, bonds debentures, and other instruments requiring execution by the Corporation shall be signed by the Chair or a Vice-Chair or the President or such other individuals the Board may otherwise authorize from time to time by resolution. Any such authorization by the Board may be general or confined to specific instances. Save as aforesaid or as otherwise provided in the By-laws of the Corporation, no Director, Officer, agent or employee shall have any power or authority to bind the Corporation by any contractor undertakings or to pledge its credit.
8.02 It shall be the duty of any Director who is in any way, whether directly or indirectly, interested in a contract or proposed contract with the Corporation to declare his/her interest at a meeting of the Board, and, subject to the provisions of the laws governing the Corporation, to refrain from discussion upon or voting in respect of any contract or proposed contract in which such Director is so interested and otherwise to observe the requirements of the laws to which the Directors are subject.
8.03 The funds of the Corporation shall be deposited to the credit of the Corporation with such bank or banks or trust companies or with such bankers as the Board may approve from time to time by resolution.
9.0 INDEMNIFICATION OF DIRECTORS AND OFFICERS
9.1 Every Director and Officer of the Corporation and his/her heirs, executors, successors, administrators and estate shall be indemnified and saved harmless out of the funds of the Corporation from time to time and at all times, from and against:
a) all costs, charges and expenses and liabilities whatsoever which such Director or Officer sustains or incurs in or about any action, suit or proceeding which is
brought, commenced or prosecuted against him/her, for or in respect or any act, deed, matter or thing whatsoever made or done or permitted by him/her in or about the execution of his/her duties as Director or Officer of the Corporation; and from
b) all other costs, charges, expenses and liabilities that such Director or Officer sustains or incurs in or about or in relation to the affairs of the Corporation except
for such costs, charges or expenses as are occasioned by his/her willful neglect or default.
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 26th day of February, 2014 and confirmed by the members of the Corporation by special resolution on the 14th day of March, 2014.
Dated as of the 27th day of March 2014.
James D. Downham
President & CEO