BY-LAWS, POLICIES AND PROCEDURES MANUAL
PART 1 - BY-LAWS OF THE CORPORATION
INTRODUCTION
The By-Laws, Policy and Procedures Manual is intended as a resource for members of the Air Cadet League of Canada (Manitoba) Incorporated to facilitate their assignments in support of Corporation projects and programs.
Users may navigate through Part 1 of this document by selecting the relevant Article in the Table of Contents; they can return to the Table of Contents by selecting any TOC button Table of Contents 1 on the right of the document.
Suggestions for modifications or additions should be forwarded to the Secretary of the Board of Directors.
October 2014
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PART 1 - BY-LAWS OF THE CORPORATION

SECTION 1 - Preamble
101. PREAMBLE

1. The Corporation has been formed and organized to carry on the undertaking as described in its Articles of Incorporation and to act as a provincial committee of the Air Cadet League of Canada / La Ligue des cadets de l'air du Canada (the "National Body"). In the conduct of its activities and support of Royal Canadian Air Cadets the Corporation shall discharge those responsibilities from time to time assigned to provincial committees by the National Body, which responsibilities shall be discharged in keeping with the objectives of the Corporation and the National Body and in compliance with the policies of the National Body adopted from time to time.

2. Notwithstanding the foregoing, the Corporation shall not enter into commitments on behalf of the National Body without its express written authorization and the National Body shall not be responsible or liable for the debts or other obligations of the Corporation.

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SECTION 2 - Interpretation
102. INTERPRETATION

1. In this and all other By-Laws of the Corporation:

  1. "Act" shall mean the Corporations Act, R.S.M. 1987, C225, as amended from time to time or any act that may hereafter be substituted therefore;
  2. "Board" shall mean the Board of Directors of the Corporation;
  3. "Articles" shall mean the Articles of Incorporation and any amendments thereto from time to time in effect in respect of the Corporation;
  4. d. "Squadron Sponsoring Committee" shall mean a Committee within the Province of Manitoba whose formation and organization has been authorized and recognized by the National Body in accordance with the bi-laws of the National Body;

2. Any other word or term contained in this and in any other by-law of the Corporation which is defined in the Act shall have the meaning given thereto in the Act.

3. Where the context so requires, the singular shall include the plural; the plural shall include the singular; the masculine shall include the feminine; and the word "person" shall include firms, unincorporated associations and corporation.

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SECTION 3 - Registered Office
103. REGISTERED OFFICE

1. Unless changed by special resolution, the registered office of the Corporation shall be in the place specified in the Articles and at such address within such place as the directors may from time to time determine. The registered office shall be located in the Province of Manitoba.

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SECTION 4 - Members
104. MEMBERS

1. Qualification. The members of the Corporation shall be persons who are Canadian Citizens, Landed Immigrants into Canada, British subjects or citizens of the United States of who are from time to time enrolled in accordance with the By-Laws as members of the Corporation. There ahall be maintained at the registered office of the Corporation a list of members in good standing. Save as otherwise expressly herein provided, the fee, if any, for membership in the Corporation, for each class of member (as hereinafter provided for) shall be a sum which may be fixed from time to time by the Board. The membership year of the Corporation shall be from Annual General meeting to the next Annual General meeting. All rights to membership of a member shall cease:

  1. Upon the death of the member;
  2. Upon receipt by the Board of a letter of resignation from the member;
  3. Upon non-payment of dues as prescribed if required;
  4. Upon breach of any written rule or regulation of the ACL (MB) Inc. upon resolution of the board of directors;
  5. Upon becoming actively involved as a C.I.C. officer, except that members who accept appointments to the C.I.C. for call out positions of not more than 90 consecutive days may retain membership;
  6. Failure to maintain a clear Volunteer Screening Status;
  7. Failure to attend three consecutive board meetings without prior notification or justification; or
  8. If so determined at any time by resolution of the Board.

2. Class. There shall be five classes of members in the Corporation as follows: Board Members; Sponsoring Organization Members; Life Members; Members at Large; and Honorary Members.

  1. Board Members. Board members are those persons, in accordance with article 104.1 of these By-Laws, whose application for membership has been received and whose membership has been elected at the Annual General Meeting. In the event of a vacancy, the Board may appoint an individual to fill that vacancy. The term will extend to the next Annual General Meeting.
  2. Sponsoring Committee Members.
    1. Sponsoring Committee members means the Chair of the Squadron Sponsoring Committee holding office from time to time whose membership in the Corporation shall commence upon notice being given, by the Sponsoring Committee, to the Secretary of the Corporation as to the appointment of such person as the Chair of a Squadron Sponsoring Committee and shall terminate, upon notice being given to the Secretary of the Corporation, of the resignation or termination of such individual as the Chair of the Local Sponsoring Committee;
    2. Members of a Squadron Sponsoring Committee holding office from time to time whose membership shall commence upon notice being given, by the Sponsoring Committee Chairperson, to the Secretary of the Corporation as to the appointment of such persons as members of a Squadron Sponsoring Committee and shall terminate upon notice being given, by the Sponsoring Committee Chairperson, to the Secretary of the Corporation of the resignation or termination of such individual(s) as a member of a Squadron Sponsoring Committee;
    3. Sponsoring Committee Chairs shall be eligible to vote at the Annual General Meeting;
    4. All Sponsoring Organization Members shall be eligible for all Indemnification provided by Article 109 (Indemnification of Directors and Officers) of the Corporation's By-Laws.
  3. Life Members. Life Members are those persons who have rendered distinguished service to the Air Cadet Movement and who have been appointed Life Members by the Board. Past Chair of the Provincial Committee will automatically be appointed a life membership. Life membership may be terminated by resolution of the Board or in consequence of the resignation of the Life Member. Life Members shall be eligible to vote at the Annual General Meeting
  4. Members at Large Members at Large are those persons who have been invited by the Board to act as Members at Large. Members at Large may participate in Committees and contribute to special events as determined by the Board. Members at Large may be terminated by resolution of the Board or in consequence of a resignation or death. Members at Large shall be eligible to vote at the Annual General Meeting.
  5. Honorary Members. Honorary members are those persons who have been invited, by the Board, to act as Honorary Members of the Corporation. An Honorary member shall, when called upon to do so and time permitting, represent the Corporation's interests to the Government of Manitoba, Manitoba's business community, Manitoba's Public at Large and to its' Military Partners. Honorary membership may be terminated by resolution of the Board or in consequence of the resignation or death of the member. Honorary Members that do not have direct involvement with the Corporation do not require a completed volunteer screening. Honorary members shall not be eligible to vote at any meeting of the members.

3. Resignation. Any member of the Corporation may resign as a member of the Corporation by letter addressed to the Secretary of the Corporation at the registered office of the Corporation. The Board may, by resolution passed by a majority vote, request any active member to resign.

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SECTION 5 - Directors
105. DIRECTORS

1. Number and Composition. The Board shall normally consist not in excess of 15 directors, and shall include the Executive committee as described in section 107 of these By-Laws;

2. Term. Directors shall normally be elected for a term of one year culminating at the date of the next Annual General Meeting.

3. Obligations. The Directors shall manage the business and affairs of the Corporation and shall exercise such other supervisory functions over Squadron Committees and Air Cadet Squadrons as may be assigned to the Corporation by the National Body.

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SECTION 6 - Meetings of Directors
106. MEETINGS OF DIRECTORS

1. Quorum. A quorum for any meeting of the Board shall consist of a majority of the elected and appointed Directors.

2. Place of meeting. Meetings of the Board may be held at such place in the Province of Manitoba as the Executive Committee of the Board may from time to time determine.

3. Notice of Meeting. A meeting shall normally be convened on at least two days' notice. The Chair or any two Directors or the Secretary on the direction or authorization of the Chair or any two Directors may convene the meeting. Notice of the meeting may be provided by mail, including electronic mail, or by direct contact.

4. Participation by telephone or other communication facilities. A Director may participate in a meeting of Directors by means of such telephone or other communication facilities as permit all persons participating in the meeting to communicate with each other, and a Director participating in the meeting by that means is deemed, for the purposes of these By-Laws, to be present at the meeting.

5. Voting. Questions arising at any meeting of Directors shall be decided by a majority of votes. In the event of a tie vote, the Chair of the meeting shall cast the deciding vote.

6. Rules of Order Meetings shall be conducted in accordance with Roberts Rules of Order

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SECTION 7 - Officers
107. OFFICERS

1. The officers of Corporation shall be elected from the members at the Annual General Meeting and shall consist of the following positions, Chair, First Vice-Chair, Second Vice-Chair, Secretary, Treasurer, Compliance Officer, and Past Chair. The officers shall constitute the executive of the Corporation.

2. Term of Office. Executive members shall normally hold office for a period of one year, which term shall expire at the following Annual General Meeting. A member can serve no more than three consecutive terms of one year as Chair.

3. Remuneration. The officers of the Board shall serve without remuneration. No Officer shall receive directly or indirectly any financial benefit from his position. Notwithstanding, Officers may be reimbursed for reasonable expenses incurred on behalf of the Corporation, pursuant to the performance of their duties.

Removal The Board may suspend any Officer of the Corporation at any time for cause, and assign his duties to another Officer, but Officers who are Directors may only be removed as Directors at a special meeting of members called for that purpose.

4. Powers and duties.

  1. Chair. The Chair shall be the chief executive officer of the Corporation and an ex-officio member of all committees. The Chair shall preside at all meetings of the members of the Board and shall attend and represent the Corporation whenever attendance or representation is required at a meeting of the Air Cadet League of Canada.
  2. First Vice-Chair. The First Vice-Chair shall perform the duties of the Chair in the absence of the Chair and shall perform such other duties as the Board may determine.
  3. Second Vice-Chair. The Second Vice-Chair shall oversee ACL (MB) Inc. coordinating committees for Air Cadet League sponsored competitions and activities for Manitoba Air Cadets. The Second Vice-Chair will act as the communications link for the committees to convey their needs to the Executive.
  4. Treasurer. The Treasurer shall have charge of and be responsible for the accounts of the Corporation and shall keep accounts in suitable books of all moneys received by or for the Corporation. He shall submit an audited statement of the Corporation's financial position at each annual meeting or at such times as directed by the Corporation and is required to forward a copy of the same to the National Body as soon as accepted by the Corporation. He shall be responsible for the receipt and distribution of all grants received by the Corporation. He shall be responsible to ensure compliance and completions as required by the CRA.
  5. Secretary. The Secretary shall keep and present on demand to any Corporation member for inspection, the Minutes of the proceedings of all Corporations' meetings. Minutes of subcommittees shall be kept by the Secretaries appointed by those committees. The Secretary shall conduct the routine business and correspondence of the Corporation and is to be the official channel of communication between Squadron Committees and the Corporation.
  6. Compliance Officer. The Compliance Officer shall monitor and assure that Manitoba members are completing required administrative responsibilities, such as Annual reports and returns, volunteer screening and ACC9 reports. The Compliance Officer shall ensure that approved motions made by the Board of Directors are complied or carried out. The Compliance Officer shall ensure members are adhering to the By-Laws, Policies and Procedures of the Corporation. The Compliance Officer shall ensure required reports as required by CRA and the National Office be completed. The Compliance Officer shall ensure that motions and decisions approved by the Board are enacted and complied to.

6. Executive The Executive Committee shall consist of the Chair, the Immediate Past Chair, the Vice -Chair, Second Vice-Chair, the Secretary, the Treasurer, and the Compliance Officer. Positions may be combined should circumstances require. The member representing Manitoba on the National Board of Governors or Executive may serve as an ex-officio member.

SECTION 8 - Committees
108. COMMITTEES

1. Committees of the Board. The Board may by resolution appoint committees from among its members and may delegate to such committees tasks under such terms and time limits as may suit the purposes of the Board.

2. Nominating Committee. In advance of the Annual General Meeting, a nominating committee shall be formed. The Chair of the Nominating Committee shall normally be the Past Chair of the Board. The Committee shall include no more than five Advisory Board members, and shall consult with the Chair and Vice-Chair of the Board.

3. Advisory Board. The Advisory Board shall function as a standing Committee. Its members shall consist of all past Chairs of the Manitoba Provincial Committee and/or the Air Cadet League of Canada (Manitoba) Inc. who are in good standing with the Corporation. The immediate past Chair of the Board shall act as Chair of the Advisory Board. The Advisory Board shall advise and assist the Directors and Executive Committee as and when requested by the Board.

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SECTION 9 - Indemnification
109. INDEMNIFICATION OF DIRECTORS AND OFFICERS

1. Except as otherwise provided in s.119 of the Act, each Director and officer of the Corporation, former Director or Officer of the Corporation 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 member or creditor, and his heirs and legal representatives, shall be indemnified 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.

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SECTION 10 - Meetings
110. MEETINGS OF MEMBERS

1. Annual Meeting. The annual meeting of the members shall be held at such location in Manitoba, on such day in each year and at such time as the Directors may by resolution determine.

2. Special Meetings. Special meetings of the members may be convened at any time by order of the Chair of the Corporation, or twenty active members and are to be held in the Province of Manitoba.

3. Notice. At least 14 days notice of a meeting of members shall be given to the members, and shall be in writing and delivered electronically or mailed to members.

4. Quorum. Twenty (20) members shall form a quorum for any Annual or Special General Meeting of the Members. For scheduled meetings of the Board of Directors or Executive, Quorum is defined in section 106.1

5. Voting.

  1. Only members designated in a voting class and in good standing as enrolled on the books of the Corporation as at the date of the meeting shall be entitled to vote at any meeting of members.
  2. Every question submitted to any meeting of members shall be decided by a majority of votes given on a show of hands unless otherwise specifically provided by statute or by these By-Laws. In case of an equality of votes, the chair of the meeting shall caste a deciding vote. Each member of a class shall be entitled to such votes if present at a meeting in person or by proxy as are prescribed for members of his or her class. At any meeting, unless a poll is demanded, a declaration by the Chair that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact without proof of the number or proportion of votes recorded in favour of or against the motion.
  3. If at any meeting a poll is demanded on the election of a chair or on the question of adjournment, it shall be taken forthwith without adjournment. If a poll is demanded on any other question it shall be taken in such a manner and either at once or later at the meeting or after adjournment as the Chair directs. The results of a poll shall be deemed to be the resolution of the meeting at which the poll was demanded. A demand for a poll may be withdrawn.

6. Procedure. In the absence of the Chair and the Vice-Chair, the members present entitled to vote shall choose another Director as chair and, if no director be present or if all the directors decline to take the chair, then the members present shall choose one of their number to be chair.

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SECTION 11 - General
111. GENERAL

1. Notices. A notice required by the Act to be sent to a member or Director of the Corporation shall be sent in the manner and within such period of time as may be set out in the Act or in this By-Law.

2. Computation of Time. In computing the date when notice must be given under any provision of the Act or this By-Law requiring a specified number of days' notice of any meeting or other event, the date of giving the notice and the date of the meeting or other event shall be excluded.

3. Omissions and errors. The accidental omission to give a notice to any member, director, officer or auditor or the non-receipt of any notice by any member, director, officer or auditor or any error in any notice not affecting the substance thereof shall not invalidate any action taken at any meeting held pursuant to such notice or otherwise founded thereon, unless otherwise provided in the Act.

4. Cheques, drafts and notes. All cheques, drafts or orders for the payment of money and all notes and acceptances and bills of exchange shall be signed by such officer or officers or person or persons, whether or not officers of the Corporation, and in such manner as the Board may from time to time designate.

5. Banking. The banking business of the Corporation, or any part thereof, shall be transacted with such bank, trust company or other firm or corporation carrying on a banking business as the Board may designate, appoint or authorize from time to time by resolution and all such banking business, or any part thereof, shall be transacted on behalf of the Corporation by such one or more officers and/or other persons as the Board may designate, direct or authorize from time to time by resolution and to the extent therein provided including, but without restricting the generality of the foregoing, the operation of the accounts of the Corporation; the making, signing, drawing, accepting, endorsing, negotiating, lodging, depositing or transferring of any cheques, promissory notes, drafts, acceptances, bills of exchange and orders for payment of money; the giving of receipts for and orders relating to any property of the Corporation; the execution of an agreement relating to any such banking business and defining the rights and powers of the parties thereto; and the authorizing of any officer of such bank to do any act or thing on behalf of the Corporation to facilitate such banking business.

6. Execution of Instruments.

  1. Contracts, documents or instruments in writing requiring the signature of the Corporation may be signed by the Chair and the Vice-Chair and all contracts, documents or instruments in writing so signed shall be binding on the Corporation without any further authorization or formality. The Board shall have power from time to time by resolution to appoint any officer or officers or any other person or persons on behalf of the Corporation either to sign contracts, documents or instruments in writing generally or to sign specific contracts, documents or instruments in writing.
  2. The corporate seal of the Corporation, if any, may, when required, be affixed to contracts, documents or instruments in writing signed as aforesaid or by any officer or officers, person or persons appointed as aforesaid by resolution of the Board.
  3. The fiscal year of the Corporation shall terminate on the 31st day of August, in each year or on such other date as the directors may from time to time by resolution determine.
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SECTION 12 - Amendments
112. AMENDMENTS

The Directors may from time to time repeal, amend or re-enact any By-Law of the Corporation by way of a two-thirds majority vote with the exception of Article 111.5, but every such repeal, amendment or re-enactment, unless in the meantime confirmed at a General Meeting of the Members duly called for the purpose, shall only have force until the next Annual General Meeting or Special General Meeting of the Members, and in default of confirmation thereat shall, from the time of such default, cease to have force or effect. Provided further, that no repeal, amendment or re-enactment of any such By-law shall be enforced or acted upon until the approval of the Air Cadet League of Canada has been obtained.

ORIGINAL - ENACTED 19th day of October 1997

AMENDMENT 1 - 23rd day of September 2000

AMENDMENT 2 - 29th day of September 2001

AMENDMENT 3 - 28th day of September 2002

AMENDMENT 4 - 27th day of September 2003

AMENDMENT 5 - 24th day of September 2006

AMENDMENT 6 - 30th day of September 2007

AMENDMENT 7 - 19th day of October 2008

AMENDMENT 8 - 19th day of October 2014

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The End