Club Bylaws

NOTE

Scarborough Amateur Radio Club was founded on April 23, 1946 and functioned as an unincorporated body governed by a Constitution until the date of Incorporation.

Scarborough Amateur Radio Club Incorporated was created under Ontario Laws as a not-for-profit Corporation on July 11, 1977, and is on record with the Government of Ontario as Ontario Corporation No. 000359859.

The following is a consolidation of By-law No. 1 of Scarborough Amateur Radio Club Incorporated, which was first enacted July 11, 1977, including most of the provisions of the Constitution, together with various amendments. Subsequent amendments were made on March 3, 1981, January 1, 1995 and January 10, 2005.

This consolidation of By-law No. 1 was approved by the members, and Proclaimed at the Annual General Meeting of the Corporation held on January 10, 2005.

BY-LAW NO. 1

A By-law relating generally to the transaction of the business and the management of the affairs of:

SCARBOROUGH AMATEUR RADIO CLUB INCORPORATED

SECTION 1
NAME

Article 1. The name of the Club shall be:

SCARBOROUGH AMATEUR RADIO CLUB INCORPORATED

Article 2. The Motto of the Club shall be:

PARTICIPATE – LEARN – ENJOY

SECTION 2
DEFINITIONS

Article 1. Words and Phrases:
  1. In this document the singular shall include the plural, and the masculine the feminine, and vice versa.
  2. The phrase “The Club” and word “Club” means Scarborough Amateur Radio Club Incorporated.
  3. The phrase “The Executive” means The Board of Directors and The Executive Panel in combination as a committee of the whole.

SECTION 3
OBJECTIVES

Article 1. The objectives of the Club shall be:
  1. The advancement of Amateur Radio as a hobby by providing, to Club members aspiring to participate in that hobby, training to become a licensed, Canadian Amateur Radio Operator.
  2. The active support of Radio Amateurs of Canada Inc.
  3. The active support of Government and community Authorities when such support is in the best interests of our community and our Club.

SECTION 4
OFFICES

Article 1. Offices:
  1. The head office of the Corporation shall be in the City of Toronto, in the Province of Ontario, Canada.

SECTION 5
MEMBERSHIP

Article 1. Membership:
  1. Membership shall be open to all persons interested in Amateur Radio and its advancement as a hobby.
  2. Prospective members may attend two consecutive meetings of the Club, after which they will be expected to apply for Membership.
  3. Membership in the Club shall be revoked for serious misconduct or conduct prejudicial to the welfare of the Club.
  4. A motion revoking Membership in the Club shall receive approval of a two-thirds majority (66%) of the Members present and voting at a General Meeting.
Article 2. Dues:
  1. The Club Membership Dues shall be set by The Executiveand approved by the membership.
  2. Dues shall be determined annually to meet the anticipated financial requirements of the Club.
  3. Payment of Dues shall validate the membership of the member making the payment for the fiscal year.
  4. All renewal membership Dues may be accepted by the Treasurer at any subsequent time but such acceptance shall not extend the term of membership of a member beyond the end of the current fiscal year.

SECTION 6
DIRECTORS AND EXECUTIVE PANEL

Article 1. Business and Affairs:
  1. The Club’s business and affairs shall be managed and administered by a Board of Directors assisted by an Executive Panel. The Board of Directors and the Executive Panel may be collectively referred to as “The Executive”.
Article 2. Board of Directors:
  1. The Board of Directors shall consist of the following Officers: a President, a Vice-President, a Secretary, a Treasurer and a Past President.
  2. A Director shall be a licensed Canadian Amateur Radio Operator, a member of the Club and have attained the full age of 18 years on becoming a Director.
  3. A member shall have served at least one year on the Executive Panel before being eligible for election to the Office of President.
  4. The Office of Past President is an advisory position, not an elected office. The Past President shall not vote at an Executive Meeting.
  5. No member shall hold more than one seat on the Board of Directors.
  6. The Board of Directors shall serve a one-year term in office.
  7. The term in office shall be the same as the Fiscal Year of the Club.
  8. Member(s) may attend Executive Meetings and shall not vote at an Executive Meeting.
Article 3. Executive Panel:
  1. The Executive Panel shall consist of the following Officers: the Assistant Secretary, the Assistant Treasurer, the Education Officer, the Editorial Coordinator, the Communications Coordinator, the Engineering Coordinator, the Social Coordinator, and the Membership Coordinator.
  2. Not more than two (2) non-licensed Members shall be elected to serve on the Executive Panel. All others shall be a licensed Canadian Amateur Radio Operator and must have attained the full age of 18 years on becoming a member of the Panel
  3. The Executive Panel shall serve a one-year term in office.
  4. The term in office shall be the same as the Fiscal Year of the Club.
Article 4. Election of The Executive:
  1. The election of The Executive shall be held at the first General Meeting of Members in December.
  2. The Executive shall be installed in Office at the Annual General Meeting in January of the following year.
Article 5. Vacancies:
  1. Vacancies on The Executive may be filled for the remainder of the term of office by qualified members, at a General Meeting called for the purpose of filling the vacancy.
Article 6. Remuneration of The Executive:
  1. The Executive shall receive no remuneration for their services.
  2. The Executive shall be reimbursed for any expenses incurred by him on behalf of the Club upon prior approval of The Executive.
Article 7. Standing Committee:
  1. The Executive may appoint such Standing Committees as may be required by the work of the Club. The President of the club is an ex-officio member of any Club committee.
Article 8. President’s Duty:
  1. It shall be the responsibility of the President to arrange for and call all General Meetings, Executive Meetings, Special Meetings, and Annual Meetings.
Article 9. Spending Limit:
  1. The Executive may authorize expenditures not to exceed Seven Hundred and Fifty Dollars ($750.00) on any one item
Article 10. Signing Officers of the Club:
  1. Any Two (2) of the Board of Directors shall be Signing Officers of the Club, with the exception of the Past President.
  2. All signing members of the current Executive will sign a banking resolution at the end of their term in office relinquishing all banking privileges. This is to be done even if such members are being re-elected.
Article 11. Certification of Documents and Custody of the Corporate Seal:
  1. Contracts, documents or any instrument in writing requiring the signature of the Club including Banking documents, must be signed by any two of the Board of Directors and all documents so signed shall bind the Club.
  2. The Secretary shall be the custodian of the Seal of the Club.

SECTION 7
FINANCIAL

Article 1. Fiscal Year:
  1. The fiscal year of the Club shall be the calendar year. (January 1, to December 31)
Article 2. Borrowing:
  1. The members of The Executive are prohibited from borrowing in the name of the Club.

SECTION 8
MEETINGS OF MEMBERS

Article 1. General Meetings:
  1. General Meetings shall be held on the second and fourth Monday of each month except July and August, during which no General Meeting shall be held. In the event that a prescribed Meeting date coincides with that of a public holiday, or a meeting room is not available, an alternative date shall be established by the President and announced as soon as practicable.
  2. A quorum of a General Meeting shall consist of Thirty percent (30%) of total membership and shall include one ranking member of the Board of Directors who shall be either the President, Vice-President, Secretary, Treasurer or Past President in that order of precedence.
  3. Motions may be Moved and Seconded by Members of the Club at a General Meeting. Such motions require approval of fifty-one percent (51%) of members present and voting.
  4. General Meetings shall be conducted using parliamentary procedure and questions shall be addressed to the Chair.
  5. Meetings shall be conducted in an orderly manner and any Member failing to comply may, upon a vote of the Membership present and voting, be asked to leave.
  6. A motion may be tabled and voting thereon delayed until the next General Meeting should the Chairman rule the Motion to be controversial or deem such action to be in the best interests of the Club and its Members.
Article 2. Special General Meetings:
  1. The Executive may call a Special General Meeting of the Club where a matter of extraordinary and urgent importance has arisen.
  2. Notice of such meeting shall be given to members by telephone or E-mail as applicable.
  3. A Motion properly moved and seconded at a Special General meeting shall receive approval of a two-thirds (66%) majority of the Membership present and voting.
  4. A quorum shall consist of Thirty percent (30%) of members of the Club including three (3) members of the Board of Directors and three (3) members of the Executive Panel.
Article 3. Meetings of The Executive (Board of Directors and Executive Panel):
  1. The Executive shall meet on the first Monday of the month with the exception of July and August.
  2. A Motion properly moved and seconded at the meeting of The Executive shall receive approval of fifty-one percent (51%) majority of the Executive present and voting.
  3. A quorum shall consist of three (3) members of the Board of Directors and three (3) members of the Executive Panel.
Article 5. Annual General Meeting:
  1. The Annual General Meeting of the Club shall be held on the second Monday of January or as soon afterward as possible, and in any case not to exceed 60 days from January 1.
  2. The business of the Annual General Meeting shall include:
    • The presentation and approval of the Club’s annual financial statements for the year just ended.
    • To receive the Auditor’s Report.
    • The appointment of an Auditor for the year ahead.
    • Reports of the members of The Executive.
    • Installation of the new Executive.
    • Other business as required by Law, the By-laws or The Executive.
  3. Notice of the Annual General Meeting shall be given to the members at two (2) consecutive, prior General Meetings of members, and by circular E-mail or telephone as appropriate.
  4. A quorum of the Annual General Meeting shall consist of Thirty percent (30%) of Members of the Club including three (3) members of the Board of Directors and three (3) members of the Executive Panel.
  5. A motion properly moved and seconded must receive approval of a two-thirds (66%) majority of Members present and Voting.
Article 6. Voting:
  1. A member of the Club shall have one vote, and must be present at any meeting to cast that vote, and may either move or second motions.
  2. Voting may take place either by a show of hands or by secret ballot as declared by the Chair.
  3. Proxy voting, or voting by letter or E-mail is prohibited.
Article 7. Votes to Govern:
  1. At all General, Executive, Special and Annual Meetings of the Club, every question shall be decided by a vote on motions properly moved and seconded.

SECTION 9
ADDITIONS OR AMENDMENTS TO BY-LAWS

Article 1. Motions:
  1. Additions or amendments to By-laws shall be proposed in the form of a written Motion, properly moved and seconded by Members of the Club at a General Meeting.
  2. The Motion shall be read and discussed at two successive General Meetings.
  3. The Motion properly moved and seconded to amend the By-laws shall be accepted favorably by a two-thirds (66%) majority of the Club Membership present and voting at the next Annual or Special Meeting of the Club.

PASSED this 10th day of January, 2005.

WITNESS the Corporate Seal of the Club :

DIRECTOR:___________________________________________________________________________

Steven D. Schmucker, VA3DUN

DIRECTOR:___________________________________________________________________________

Lauri A. Schmucker, VA3SLA

DIRECTOR:___________________________________________________________________________

James R. Taylor, VA3KU

DIRECTOR:___________________________________________________________________________

Audrey J. Little, VA3YD

PAST PRESIDENT:_____________________________________________________________________

Robert W. G. Chrysler, VE3IEL

Participate – Learn – Enjoy