CANADIAN DIAMOND DRILLING ASSOCIATION BY-LAW A-77 REVISED
BEING A BY-LAW RELATING GENERALLY TO THE TRANSACTION OF THE BUSINESS AND AFFAIRS OF CANADIAN DIAMOND DRILLING ASSOCIATION
Be it enacted as a by-law of Canadian Diamond Drilling Association (hereinafter referred to as the corporation) as follows:
CORPORATE SEAL
HEAD OFFICE
2. The head office of the corporation shall be in Canada at the location determined to be most suitable to the association members.
3. The corporation may establish such other offices, divisions and agencies elsewhere within Canada as the board of directors may deem expedient by resolution. Any division may be designated by such name as the board of directors may from time to time determine and may transact business, enter into contracts, sign cheques and other documents of any kind and do all acts and things under such name. Any such contract, cheques or document shall be binding upon the corporation as if it had been entered into or signed in the name of the corporation. From time to time the board of directors or, if authorized by the board, the president may appoint one or more officers for any division, prescribe their powers and duties and settle their terms of employment and remuneration. The board of directors or, if authorized by the board, the president may remove at its or his pleasure any officer so appointed without prejudice to such officer’s rights under any employment contract, officers of divisions shall not as such be officers of the corporation.
MEMBERSHIP
4. Membership in the corporation shall consist of the applicants for incorporation and of such other persons, firms, association, ministries of governments or divisions thereof, crown corporations, crown agencies, companies and corporations as are admitted as members. A person, firm, association, ministry of government or division thereof, crown corporation, crown agency, company or corporation shall make application for membership by completing and submitting the application form approved by the board of directors of the corporation, together with the prescribed fees. The descriptions of the membership Categories of the various groups that make up the members of the CDDA, will be set by the Board of Directors and are presented in the “Join CDDA” section of the CDDA Website (www.cdda.ca).
TERMINATION OF MEMBERSHIP
5. Membership in the corporation shall not be transferable and shall lapse and cease to exist by reason of resignation, or otherwise in accordance with the by-laws of the corporation from time to time in force.
6. (a) Any member may withdraw from the corporation by delivering a written resignation to the corporation and lodging a copy of the same with the secretary-manager of the corporation. Such resignation shall become effective upon receiving the approval of the board of directors and the board of directors shall not approve any resignation until it is satisfied that such member has fulfilled all his or its obligations to the corporation. No refund of any membership fees or other monies paid in connection therewith shall be given.
(b) The board of directors may terminate the membership of any member who ceases to qualify for membership pursuant to paragraph (4) hereof or if such member fails to pay the dues and other assessments as hereinafter required.
DUES AND SPECIAL ASSESSMENTS
7. The dues payable to the corporation by the members shall be due in advance of the 1st day of April in each year and any member who fails to pay such dues within 30 days after such date shall be deemed to be in arrears. Upon payment of annual dues, each member shall be entitled to receive a receipt in respect to payment.
Dues that each Category (see Item #4) pays, will be set by the Board of Directors and are presented in the “Join CDDA” section of the CDDA Website (www.cdda.ca).
8. Special assessments shall be levied equally on active members only upon such assessment being approved by the majority of the active members present at a properly constituted annual or special general meeting duly called for that purpose or by the majority of votes received as a result of a proper mail vote pursuant to section 39 hereof. Special assessments shall be levied by the mailing of a notice to that effect to all active members and such levy shall be due and payable within 30 days of the mailing of such notice and upon failure to pay such levy within the said 30 days, a member shall be deemed to be in arrears.
ANNUAL AND SPECIAL MEETINGS OF MEMBERS
9. The annual or any special general meeting of the members shall be held at any time and place in Canada as may be determined by the directors. At every general meeting, in addition to any other business that may be transacted, the report of the directors, the financial statement and the report of the auditors shall be presented and a board of directors elected and auditors appointed for the ensuing year and the remuneration of the auditors shall be fixed. The members may consider and transact any business, either special or general, at any meeting of the members. The board of directors or the president or vice-president shall have power to call at any time a special general meeting of the members of the corporation and, if requested so to do by five active members of the corporation, the board of directors, the president or vice-president shall forthwith exercise such power, no public notice nor advertisement of members meetings, annual or special general, shall be required, but notice of the time and place of every such meeting shall be given to each member by sending the notice by prepaid post, e-mail or fax, 21 days before the time fixed for the holding of such meeting; provided that any meetings of members may be held at any time and place without such notice if all the members of the corporation are present thereat or represented by proxy duly appointed, and at such meeting any business may be transacted which the corporation at annual or special general meeting may transact.
10. No error or omission in giving notice of any annual or special general meeting or any adjourned meeting, whether annual or special general, of the members of the corporation 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. For the purpose of sending notice to any member, director or officer for any meeting or otherwise, the address of any member, director or officer shall be his last address recorded on the books of the corporation.
11. Any meetings of the corporation or of the directors may be adjourned to any time and from time to time and such business may be transacted at such adjourned meetings as might have been transacted at the original meeting from which such adjournment took place. No notice shall be required of any such adjournment. Such adjournment may be made notwithstanding that no quorum is present.
12. A quorum for the transaction of business at any meeting of members shall consist of not less than one-fifth of the active members present in person or represented by proxy.
VOTING
13. Each active member, in good standing, of the corporation shall at all meetings of members be entitled to one vote and may vote by proxy. Such proxy need not be a member, but before voting must produce and deposit with the secretary sufficient appointment in writing from his constituent or constituents. No active member shall be entitled, either in person or by proxy, to vote at meetings of the corporation unless such member has paid all dues or fees, if any, then payable by such member. At all meetings of members every question shall be decided by a majority of the votes of the active members present in person or represented by proxy unless otherwise required by the by-laws of the corporation or by law. Every question shall be decided in the first instance by a show of hands unless a poll be demanded by a member. Upon a show of hands, every member having voting rights shall have one vote, and unless a poll be demanded, a declaration by the chairman that a resolution has been carried or not carried and an entry to that effect in the minutes of the corporation shall be sufficient evidence of the fact without proof of the number or proportion of the votes accorded in favour or against such resolution. The demand for a poll may be withdrawn, but if a poll is demanded and not withdrawn, the question shall be decided by a majority of votes given by the active members present in person or by proxy, and such poll shall be taken in such manner as the chairman shall direct and the result of such poll shall be deemed the decision of the corporation in general meeting upon the matter in question. In case of equality of votes at any general meeting, whether upon a show of hands or at a poll, the chairman shall be entitled to a casting vote.
BOARD OF DIRECTORS
14. The property and business of the corporation shall be managed by a board of maximum sixteen (16) directors of whom eight (8) shall constitute a quorum.
15. Persons who are active members and duly appointed representatives of firms, companies and corporations who are active members and whose appointment has been filed in writing with the secretary-manager of the corporation are eligible to be directors of the corporation. Directors elected at a general meeting of members shall be appointed for three years.
16. The office of director shall be automatically vacated:
(a) If a director shall resign his office by delivering a written resignation to the secretary of the corporation;
(b) If a medical source issues an order declaring this person to be incompetent and incapable of managing his affairs;
(c) If he becomes bankrupt or suspends payment or compounds with his creditors;
(d) If, at a special general meeting of active members, a resolution is passed by three quarters of the members present at the meeting that he be removed from office;
(e) On death;
(f) If a director shall absent himself from three consecutive meetings of the board of directors without communicating a reason satisfactory to the board of directors for so doing. Provided that a vacancy shall occur for any reason in this paragraph contained, the directors may, by resolution, fill the vacancy with a person eligible to be a director pursuant to paragraph 15 hereof.
17. Meetings of the board of directors shall be held immediately succeeding the annual meeting of members and the president may, when he deems it necessary, and the secretary-manager shall, when requested in writing by any three directors, convene a meeting of the board of directors by giving five days notice to all directors of such meeting. No formal notice shall be necessary if all the directors are present at the meeting or waive notice thereof in writing. Directors shall be permitted to attend meetings of the board of directors by teleconference.
18. Directors, as such, shall not receive any stated remuneration for their services but such fixed sum may be paid to the directors as the members may, by resolution, determine and, by resolution of the board. Expenses of the attendance by the directors at each regular or special meeting of the board, may be allowed proving that nothing herein contained shall be considered to preclude any director from serving the corporation as an officer or in any other capacity and receiving compensation therefore.
19. A retiring director shall remain in office until acceptance of his resignation or until the dissolution or adjournment of the meeting at which his successor is elected.
20. The directors may exercise all such powers of the corporation as are not by the Canada Corporations Act or by these by-laws required to be exercised by the members at general meetings. The directors shall have the power to remove a member of any committee at any time and to appoint a successor.
21. The directors shall have the power to authorize expenditures on behalf of the corporation from time to time and may delegate by resolution to an officer or officers of the corporation the right to employ and pay salaries to employees. The directors shall have the power to make expenditures for the purpose of furthering the objects of the corporation.
22. The board of directors shall take steps as they may deem requisite to enable the corporation to receive notations and benefits for the purpose of furthering the objects of the corporation.
PROTECTION OF DIRECTORS, OFFICERS AND OTHERS
23. No director of officer shall be liable for the acts, receipts, neglects or defaults of any other director or officer or employee, or for joining in any receipt or other act for conformity, or for any loss, damage or expense happening to the corporation through the insufficiency or deficiency of title to any property acquired for or on behalf of the corporation, or for the insufficiency or deficiency of any security in or upon which any of the moneys of the corporation shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious acts of any person with whom any of the moneys, securities or effects of the corporation shall be deposited, or for any loss occasioned by an error of judgment or oversight on his part, or for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of this office or in relation thereto, unless the same are occasioned by his own wilful neglect or default; provided that nothing herein shall relieve any director or officer from the duty to act in accordance with the Canada Corporations Act and the regulations thereunder or from liability for any breach thereof.
24. Subject to the limitations contained in the Canada Corporation Act, the corporation shall 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 a shareholder, member or creditor (or a person who undertakes or has undertaken any liability on behalf of the corporation or any such body corporate) and his heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him in respect of any civil, criminal or administrative action or proceeding to which he is made a party by reason of being or having been a director or officer of the corporation or such body corporate, if:
(a) He acted honestly and in good faith with a view to the best interests of the corporation; and
(b) In the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he had reasonable grounds for believing that his conduct was lawful.
25. Subject to the limitations contained in the Canada Corporations Act, the corporation may purchase and maintain such insurance for the benefit of its directors and officers as such, as the board may from time to time determine.
OFFICERS
26. The officers of the corporation shall be a president, vice-president, manager and secretary or secretary/ manager, depending on the industry requirements, and such other officers as the board of directors may by by-law determine and establish.
27. The president and vice-president shall be elected by the directors from among members of the board of directors. All officers shall be elected and/or appointed at the first meeting of the board of directors following each annual meeting of members and shall hold office, subject to the limitations imposed by paragraph 30, during the pleasure of the board.
28. The board may appoint such agents and engage such employees as it shall deem necessary from time to time and such persons shall have the authority and shall perform such duties as shall be prescribed by the board at the time of such appointment.
29. The remuneration of all officers, agents and employees shall be fixed by the board of directors by resolution. Such resolution shall have force and effect only until the next annual or special general meeting of members when it shall be confirmed by resolution of the members and, in the absence of such confirmation by the members, then the remuneration to such officers, agents or employees shall cease to be payable from the date of such meeting of members.
30. The officers of the corporation shall hold office for two years.
DUTIES OF OFFICERS
31. The president shall be the chief executive officer of the corporation. He shall preside at all meetings of the corporation and of the board of directors. He shall have the general and active management of the business of the corporation. He shall see that all orders and resolutions of the board are carried into effect and he or the vice-president with the secretary-manager or other officer appointed by the board for the purpose shall sign all by-laws and other documents requiring the signatures of the officers of the corporation. He shall be a member of all committees of the corporation, excepting the nominations committee.
32. 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 board.
33. The manager and secretary or secretary-manager shall attend all sessions of the board of directors, all meetings of the members and of all committees as required by the board of directors and act as clerk thereof and record all votes and minutes of all proceedings in the books to be kept for that purpose. He shall give or cause to be given notice of all meetings of the committees, of the members and of the board of directors. He shall keep a record of all members of the corporation; he shall levy and collect all dues and assessments authorized hereunder; he shall notify members of their appointments to committees; he shall furnish the chairman of each committee with a copy of the resolution under which the committee is appointed. The manager and secretary or secretary-manager shall have custody of the corporate seal which he shall deliver only when authorized by a resolution of the board to do so and to such person or persons as may be named in the resolution. The manager and secretary or secretary-manager shall have the custody of the corporate funds and securities and shall keep full and accurate accounts and receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the corporation and in such depositories as may be designated by the board of directors from time to time. He shall disburse the funds of the corporation as may be ordered by the board, taking proper vouchers for such disbursements, and shall render to the president and directors at the regular meeting of the board, or whenever they may require it, an account of all his transactions as treasurer and of the financial position of the corporation. The manager and secretary or secretary-manager shall also perform such other duties as may from time to time be determined by the board of directors.
COMMITTEES
34. (a) Committee on Nomination A nominating committee of three members shall be appointed by the president or chairman one month prior to each annual meeting, none of whom if possible, shall be a member of the board of directors, whose duty it shall be to nominate candidates for directors.
(b) Independent Nominations After the report of the nominating committee, it shall be the privilege of any member of the association to place in nomination the names of any persons eligible for office that a member may desire to nominate.
35. Other Committees such as, Technical , Safety or DEC as examples, the board of directors (or the president, subject to the approval of the board of directors) shall appoint such other committees, whether standing or special, as shall be deemed to be advisable and such committees shall consist of as many members as seems advisable and shall hold office until the appointment of their respective successors. Such committees shall have the powers assigned to them from time to time by the board of directors.
36. Authority of Committees: Committees shall report in writing to the board of directors. No standing or special committees shall represent the association in advocacy of or opposition to any project without the specific authorization of the board of directors or such authorization as may be clearly granted under general powers delegated by the board of directors to the committee.
37. Quorum and Meetings: A majority of any committee of the association shall constitute a quorum for the transaction of business, unless it is otherwise ordered. Meetings of committees may be called at any time by the president or by the chairman of such committees. The chairman and members of committees shall not as such receive any remuneration but may be reimbursed for expenses reasonably incurred in performing their duties and attendances at meetings or committees. Attendance at committee meetings shall be permitted by teleconference.
MAILING VOTE
38. Subject to the provisions of the Canada Corporations Act, whenever, in the judgment of the board of directors, any question shall arise which they shall consider should be put to a vote of the active members and they shall deem it expedient to call a special meeting for such purpose, the directors may, unless otherwise required by these by-laws, submit such matters to the active membership in writing by mail for vote and decision and the question thus presented shall be determined according to a majority of the votes received by mail within three (3) weeks after such submission to the membership, provided that, in each case, votes of at least a majority of active members shall be received. Any and all action taken or omitted to be taken in pursuance of a majority mail vote, in each case, shall be binding upon the association and as against each member thereof.
FISCAL YEAR
39. The fiscal year of the corporation shall end on the 31st day of December in each year.
AMENDMENT OF BY-LAWS
40. The by-laws of the corporation, 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 Corporation Act, may be enacted by a majority of the directors at a meeting of the board of directors and sanctioned by an affirmative vote of at least two-thirds (2/3) of the members at a meeting 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 of Industry has been obtained.
AUDITORS
41. The members shall at each annual meeting appoint an auditor, to audit the accounts of the corporation, to hold office until the next annual meeting provided that the directors may fill any casual vacancy in the office of auditor. The remuneration of the auditor shall be fixed by the board of directors.
SIGNATURE AND CERTIFICATION OF DOCUMENTS
42. Contracts, documents or any instruments in writing requiring the signature of the corporation, shall be signed by any two of the president, vice-president, assigned directors, manager and secretary or secretary-manager, and all contracts, documents and instruments in writing so signed shall be binding upon the corporation without any further authorization or formality. The directors shall have power, from time to time, by resolution to appoint an officer or officers on behalf of the corporation either to sign contracts, documents and instruments in writing generally or to sign specific contracts, documents and instruments in writing. The seal of the corporation when required may be affixed to contracts, documents and instruments in writing signed as aforesaid by any officer or officers appointed by resolution of the board of directors.
RULES AND REGULATIONS
43. The board of directors may prescribe such rules and regulations not inconsistent with these by-laws relating to the management and operation of the corporation as they deem expedient provided that such rules and regulations shall have force and effect only until the next annual meeting of the members of the corporation when they shall be confirmed and, in default of confirmation at each annual meeting of members, shall at and from that time cease to have force and effect.
44. In these by-laws, the singular shall include plural and the plural the singular; the masculine shall include the feminine.
EFFECTIVE DATE AND REPEAL
45. This by-law shall come into force when confirmed by the active members and approved by the Minister of Industry.
46. By-law No. 1 of the corporation and all other by-laws amending by-law No. 1 of the corporation are repealed as of the coming into force of this by-law, provided that such repeal shall not effect the previous operation of any by-law so repealed or affect the validity of an act done or right, privilege, obligation or liability acquired or incurred under the validity of any contract or agreement made pursuant to any such by-law prior to its appeal. All officers and persons acting under any by-law so repealed shall continue to act as if appointed under the provisions of this by-law and all resolutions of the members or board of directors with continuing effect passed under any repealed by-law shall continue good and valid except to the extent inconsistent with this by-law and until amended or repealed. Enacted by the board of directors this 29th day of April 2014.
