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Being a general by-law relating to the regulation of the business and affairs of the Air Cadet League of Canada (Manitoba) Inc. (the “Corporation")

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.

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. "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 by-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.

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.

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 who approve of the objectives of the Corporation and who are from time to time enrolled in accordance with the By-laws as members of the Corporation at its registered office. There shall be maintained at the registered office of the Corporation a list of members in good standing. Save as otherwise expressly herein provided, the fee 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; or
2. Upon receipt by the Board of a letter of resignation from the member; or
3. Upon non-payment of dues as prescribed if required; or
4. Upon breach of any written rule or regulation of the ACL (MB) Inc. upon resolution of the board of directors; or
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; or
7. If so determined at any time by resolution of the Board.
8. Unattendance at three consequitive board meetings without prior notification.

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

1. 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 Chairman 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 Chairman 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 enjoy all priveleges of an Active Member;
   4. All Sponsoring Organization Members shall be eligible for all Indemnification provided by Article 108 (Indemnification of Directors and Officers) of the Corporation's By-Laws.
2. 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. Life membership may be terminated by resolution of the Board or in consequence of the resignation of the Life Member.
3. 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.
4. 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 involvment 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.

1. Number and Composition. Until changed by ordinary resolution of the members, the Board shall consist of not fewer than 4 nor more than 15 directors which number shall include the Chairman, Vice-Chairman, Secretary, and Treasurer or Secretary/Treasurer holding office from time to time.

2. Qualification of Directors. No person shall be a director unless such person has been admitted within two weeks of his election or appointment as an active member of the Corporation.

3. Term. Unless the members, by ordinary resolution, elect directors for a term expiring earlier or later than the close of the annual meeting. At the annual meeting of members, Directors shall be elected for a term of one year.

4. The Directors, in addition to their duties and responsibilities to manage the business and affairs of the Corporation shall on behalf of the Corporation exercise such supervisory functions over Squadron Committees and Air Cadet Squadrons as shall be assigned to the Corporation by the National Body.

1. Quorum. A majority of the elected Directors of the Board if present shall constitute a quorum at any meeting of 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.

a. A meeting of directors may be convened on at least two days’ notice by the Chairman or any two directors or by the Secretary on the direction or authorization of the Chairman or any two directors. The notice may be in writing and delivered or mailed or may be given by telephone or other electronic means of transmission and need not specify the purpose of business to be transacted at the meeting except where any matter referred to in s. 110(3) of the Act is to be dealt with at such meeting.

b. A meeting of the Board may be held and duly constituted at any time without notice if all the directors are present or.

c. For the first meeting of the Board to be held immediately following the election of directors by the members or for a meeting of the Board at which a director is appointed to fill a vacancy in the Board, no notice of such meeting shall be necessary to the newly elected or appointed director or directors in order the meeting to be duly constituted, provided that a quorum of directors be present.
 

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 the Act, 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.
 

1. Committees of the Board. The Board may by resolution appoint committees from among its members and delegate to such committee any of the powers of the Board except those which under the Act, must be exercised by the Board itself, provided that any such delegation shall not limit the ability of the Board to make decisions on the subject matter so delegated. These committees may be dissolved, and the members of such committees shall hold their offices at the pleasure of the Board. The procedures of any such committee shall, except as otherwise determined by the Board, be those applicable to the Board.

2. Nominating Committee. There shall be a Nominating Committee chaired by the immediate Past Chairman and convened by him whenever a vacancy occurs which is required to be filled by the Board or a meeting of members. The Committee shall include no more than five Advisory Board members, and shall consult with the Chairman and Vice-Chairman of the Board.

3. Executive Committee. There shall be an Executive Committee of the Board consisting of not less than five (5) nor more than seven (7) persons. The Executive Committee shall consist of the Chairman, the Immediate Past Chairman, the Vice-Chairman, Second Vice Chairman, the Secretary, the Treasurer, and the Communications Officer. Positions may be combined should circumstances require; for example, the Secretary/Treasurer. The member representing Manitoba on the National Board of Governors or Executive may serve as an ex-officio member. The duties and functions of the Executive Committee shall be as follows:

a. The Executive Committee shall, when the Board is not in session, supervise and control the operations and conduct the business of the Corporation;

b. The Executive Committee may, subject to the By-Laws of the Corporation, give such direction to the officers of the Corporation in regard to all matters as in their judgment is deemed best;

c. The Executive Committee shall have the power to authorize the un budgeted expenditure of funds of the Corporation up to a maximum of 1000.00 without the approval of the Board of Directors. The expenditure must be ratified by the Board of Directors at the next scheduled meeting of the Board;

d. The Executive Committee shall meet at such times as it may appoint and also at the call of the Chairman of the Corporation;

e. Notice of meetings of the Executive Committee shall be in writing and shall be transmitted to the members thereof no less than two (2) days in advance of a teleconference if all members thereof consent to such a meeting or no less than 2 days in advance of an in-person meeting. Such notice may be waived for time critical situations if two-thirds of the Executive Committee can attend a meeting in person or by teleconference;

f. Minutes of the proceedings of the Executive Committee shall be kept as a separate record and shall be distributed to all members;

g. The Executive Committee shall have the power to fill any vacancy which may occur in the Executive Committee for the un-expired remainder of the term by the appointment of any qualified Director. The Director to be appointed shall be selected by a majority vote of the members of the Executive Committee;


h. Breach of any rule or regulation would constitute reason for the enforced resignation of a member of the Executive Committee. Nothing herein contained shall be deemed to empower the said Executive Committee to exercise any power or jurisdiction which are by law or by the By-Laws of the Corporation reserved to the jurisdiction and authority vested in the Board of Directors.

4. Advisory Board. There shall be an Advisory Board which shall function as a standing Committee consisting of all past Chairmen of the Manitoba Provincial Committee and/or the Air Cadet League of Canada (Manitoba) Inc. who are in good standing with the Corporation. All members of the Advisory Board shall be officers of the Corporation and shall be eligible for all Indemnification provided by Article 108 (Indemnification of Directors and Officers) of the Corporation’s Bylaws. The duties of the Advisory Board shall be to advise and assist the Directors and Executive Committee as and when requested by the Board. The immediate past Chairman of the Board shall act as Chairman of the Advisory Board. If he shall be unable or unwilling to act as Chair the next preceding Chairman shall so act.

1. At each annual meeting the Corporation shall elect from its members an Executive Committee.

2. Term of Office. Executive Committee members shall hold office for one year, or until the next Annual General Meeting, where all members are eligible for re-election to office. An Officer who retires or becomes non-effective during his or her term of office may be replaced by the Executive Committee. A member shall normally serve two years. A member can serve no more than three consecutive terms of one year as chairman.

3. Remuneration and removal. Officers of the Board shall serve without remuneration, and no officer shall directly or indirectly receive any profit from his or her position as such, provided that an officer maybe reimbursed for reasonable expenses incurred in performing his or her duties. The Board may suspend any officer of the Corporation at any time for cause, and assign his or her 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.

a. Chairman. The Chairman shall preside at all meetings of the members and of the Board. He shall be the chief executive officer and shall be charged with the general supervision, subject to the authority of the Board, of the business and affairs of the Corporation. The Chairman shall attend and represent the Corporation whenever attendance and representation is required at a meeting of the Air Cadet League of Canada, except as otherwise provided by the Board. The Chairman shall be an ex-officio member of all committees.


b. Vice-Chairman. The Vice-Chairman shall perform the duties of the Chairman in the absence or disability of the Chairman and such other duties as the Board may determine.


c. 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.


d. 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.


e. 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 Operations officer will act as the communications link for the committees to convey their needs to the Executive.

f. Communications Officer. The Communications Director shall be the principle resource for media and public communications from the League. They will under direction of the chair be the voice of the provincial committee. Develop publications (print, online, or any other medium), that communicate the Leagues activities and position. This person will ensure that the executive committee is made aware of all political and municipal events that could directly affect the league activities. The communications officer will be involved in all public/league events to ensure that proper etiquette and protocol is followed. This person shall also be a resource to all the squadrons in Manitoba to ensure that media releases, advertising announcements and communications with media of any kind are consistent, correct and timely. This would include announcements about squadron or league special events and activities including but not limited to CO's Parades, Annual Reviews, Decoration Parades, and so on. The Communications Officer will always ensure that the Air Cadet League of Canada (Manitoba) is represented in the best possible way.
 

5. Additional positions that may be held by elected board members or be selected from our Members-at-Large, but still carry a title are as follows:

a) ACC9 Support Officer: The ACC9 Support officer shall ensure that all squadrons meet their financial reporting obligations and to further ensure that all reports be completed in a timely manner, as required by the CRA, as well as the Provincial and the National Office of the Air Cadet League of Canada. The ACC9 Support Officer would be a member of the Finance Committee reporting directly to the treasurer.

b) Registration and Screening Officer: The Registration and Screening Officer shall ensure that all league volunteers including those from every squadron throughout the province are properly screened and registered with the National Database. The screening should be completed in a timely manner to ensure compliance with the National screening policy.

c) Technology Officer: The Technology Officer will oversee all technology related items where it pertains to the Board. This includes but is not limited to the league email, website, telecommunications and any other such items as may become necessary from time-to-time. This person would also be a resource to all Manitoba squadrons in their own technology needs.
 

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.

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. 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 105.1

4. 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.

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 chairman 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 chairman 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-Chairman, the members present entitled to vote shall choose another Director as chairman 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.

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 Chairman and the Vice-Chairman 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.

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 - OCTOBER 2014

AMENDMENT 8 - 14 OCTOBER 2018