Be it enacted as a bylaw of The Advertising & Design Club of Canada (“the Corporation”) the following:
1.01 The Corporation is a non profit, non political corporation, the membership of which is drawn from professionals and students of the Canadian advertising, design and all related fields, and clients employing these same applied artists.
2. Head Office
2.01 The Head Office of the Corporation shall be in the City of Toronto, in the Province of Ontario, at such place therein as the directors may from time to time determine.
3.01 The seal, an impression whereof is stamped in the margin hereof, shall be the corporate seal of the Corporation.
4. Board of Directors
4.01 The affairs of the Corporation shall be managed by a board of directors, each of whom at the time of his or her election or within ten (10) days thereafter and throughout his or her term of office shall be a member of the Corporation. Each director shall be elected to hold office until the second annual meeting after he or she shall have been elected or until his or her successor shall have been duly elected and qualified. Upon the expiration of a director’s term of office, he or she shall be eligible for re-election if otherwise qualified. The election may be by a show of hands unless a ballot is demanded by any member. The members of the Corporation may, by resolution passed by at least two-thirds of the votes cast at a general meeting of which notice specifying the intention to pass such resolution has been given, remove any director before the expiration of his or her term of office, and may, by a majority of the votes cast at that meeting, elect any person in his or her stead for the remainder of his or her term.
4.02 The board of directors of the Corporation shall be composed of such number of directors as determined from time to time by special resolution of the members.
The board of directors shall be composted of individuals engaged in the following fields:
(b) Design; and
(c) creative disciplines related to either/both (a) or (b), including but not limited to, photography and illustration.
5. Vacancies, Board of Directors
5.01 Vacancies on the board of directors, however caused, may, so long as a quorum of directors remain in office, be filled by the directors from among the qualified members of the Corporation, if they shall see fit to do so. Otherwise such vacancy shall be filled at the next annual meeting of the members. If there is not a quorum of directors, the remaining directors shall forthwith call a meeting of the members to fill the vacancy. If the number of directors is increased between the terms, a vacancy or vacancies equal to the number of the authorized increase shall thereby be deemed to have occurred, which may be filled in the manner above provided.
6. Quorum and Meetings, Board of Directors
6.01 A majority of the directors shall form a quorum for the transaction of business..
6.02 Except as otherwise required by law, the board of directors may hold its meetings at such place or places as it may from time to time determine.
6.03 No formal notice of any meeting of directors shall be necessary if all the directors are present, or if those absent shall have signified their consent to the meeting being held in their absence. Directors’ meetings shall be formally called by the President or by the Chairman or by the Secretary on direction in writing of two directors. Notice of such meetings shall be communicated to each director not less than two days before the meeting is to take place or shall be mailed to each director not less than four days before the meeting is to take place. The statutory declaration of the Secretary or the Chairman or the President that notice has been given pursuant to this bylaw shall be sufficient and conclusive evidence of the giving of such notice. The board may appoint a day or days in any month or months for regular meetings at an hour to be named and of such regular meetings no notice need be sent. A directors’ meeting may also be held, without notice, immediately following the annual meeting of the Corporation. The directors may consider or transact any business either special or general at any meeting of the board.
6.04 No error or omission in giving such notice for a meeting of directors shall invalidate such meeting or invalidate or make void any proceedings taken or had at such meeting and any director may at any time waive notice of any such meeting and may ratify and approve of any or all proceedings taken or had thereat.
6.05 If any member of the board of directors is not able to attend meetings on a regular basis, the remaining members of the board shall meet to discuss the matter of his or her absence. If at that meeting the board members are of the opinion the member who cannot attend on a regular basis must be replaced in order for the board to complete its work in a timely manner or function effectively then the director will be notified of such and shall tender his or her resignation.
7. Voting, Board of Directors
7.01 Questions arising at any meeting of directors shall be decided by a majority of votes. All votes at such meeting shall be taken by ballot if so demanded by any director present, but if no demand be made, the vote shall be taken in the usual way by assent or dissent. A declaration by the Chairman that a resolution has been carried and any entry to that effect in the minutes shall be admissible in evidence as prima facie proof of the fact without proof of the number or proportion of the votes.
8.01 The directors of the Corporation may administer the affairs of the Corporation in all things and make or cause to be made for the Corporation, in its name, any kind of contract which the Corporation may lawfully enter into and, save as hereinafter provided, generally may exercise all such other powers and do all such other acts and things as the Corporation is, by its charter or otherwise, authorized to exercise and do.
8.02 Without in any way limiting the generality of the foregoing, the directors are expressly empowered from time to time to purchase, lease or otherwise acquire, alienate, sell, exchange or otherwise dispose of shares, stocks, rights, warrants, options and other securities; lands, buildings and other property, movable or immovable, real or personal; or any consideration and upon such terms and conditions as they may deem advisable.
9. Remuneration of Directors
9.01 The directors shall receive no remuneration for acting as such.
10. Officers of the Corporation
10.01 There shall be a Chairman of the Board, a President and a Secretary and such other officers as the board of directors may determine by resolution from time to time. One person may hold more than one office except the offices of Chairman of the Board, President and Vice-President. Each of the Chairman of the Board and the President shall be elected by the board of directors from among their number at the first meeting of the board after the annual election of such board of directors, provided that, in default of such election, the then incumbent, being a member of the board, shall hold office until his or her successor is elected. The other officers of the Corporation need not be members of the board and, in the absence of written agreement to the contrary, the employment of all officers shall be settled from time to time by the board.
10.02 The Chairman of the Board or, in his or her absence, the President, shall preside at all meetings of the board of directors. The President shall, when present, preside at all meetings of the members of the Corporation, and shall be charged with the general management and supervision of the affairs and operations of the Corporation.
10.03 The President, with the Secretary or other officer appointed by the board for the purpose, shall sign all bylaws and membership certificates. During the absence or inability of the President, his or her duties and powers may be exercised by the Vice-President, and if the Vice-President, or such other director as the board may from time to time appoint for the purpose, exercises any such duty or power, the absence or inability of the President shall be presumed with reference thereto.
10.04 The Secretary shall be ex-official clerk of the board of directors. He or she shall attend all meetings of the board of directors and record all facts and minutes of all proceedings in the books kept for that purpose. He or she shall give all notices required to be given to members and to directors. He or she shall be the custodian of the seal of the Corporation and of all books, papers, records, correspondence, contracts and other documents belonging to the Corporation, which he or she shall deliver up only when authorized by the board of directors to do so, and he or she shall perform such other duties as may from time to time be determined by the board of directors.
10.05 The Treasurer, or person performing the usual duties of a Treasurer, shall keep full and accurate accounts of all receipts and disbursements of the Corporation in proper books of account and shall deposit all moneys or other valuable effects in the name and to the credit of the Corporation in such bank or banks as may from time to time be designated by the board of directors. He or she shall disburse the funds of the Corporation under the direction of the board of directors, taking proper vouchers, and shall render to the board of directors at the regular meetings thereof or whenever required of him or her an account of all his or her transactions as Treasurer and of the financial position of the Corporation. He or she shall also perform such other duties as may from time to time be determined by the board of directors.
10.06 The duties of all other officers of the Corporation shall be such as the terms of their engagement call for or the board of directors requires of them.
11.01 The membership of the Corporation shall consist of five (5) classes: regular members, non-resident members, associate members, honorary members and student members.
11.02 The qualifications for regular members shall be determined from time to time by the board of directors.
11.03 Honorary members may be nominated by the board of directors from outside the membership of the Corporation and shall be elected by the unanimous vote of the members at any regular meeting of the Corporation. All former directors and past presidents of the Corporation shall automatically become honorary members upon the expiration of their terms of office. Honorary members shall have no obligations as to the payment of dues and assessments and shall have all the privileges of regular members.
11.04 Student members shall, in addition to the qualifications determined from time to time by the board of directors, be primarily engaged in educational activities and not be employed on a full-time basis.
11.05 Associate members shall consist of corporations and such other persons as are determined from time to time by the board of directors. Associate members shall have the rights and privileges of regular members, except that associate members shall have no voting rights nor shall they be eligible for election to the board of directors of the Corporation or as officers thereof.
11.06 Upon complying with all the requirements entitling a candidate to membership, the Corporation shall issue to the member a membership card.
11.07 The directors shall determine from time to time the dues payable for each class of member.
11.08 The membership of any member may be terminated by the board of directors for such reasons as the board of directors see fit, including without limitation the non-payment of dues. Where the board of directors proposes to terminate the membership of a member for a reason other than non-payment of dues, such member shall be given an opportunity to present his or her position to the board of directors.
12. Meeting of Members
12.01 The annual meeting of the members of the Corporation shall take place at a time and place to be determined by the board of directors for the purpose of receiving the annual report of the Corporation, for the election of directors and for the transaction of such other business as may come before the meeting.
12.02 Special meetings of the members for any purpose or purposes, unless otherwise prescribed by law or by the charter of the Corporation, may be held upon the call of the President, the Chairman or the board of directors, or may be called by the President at the request of at least twenty (20) of the members entitled to vote thereat. Such request shall state the purpose or purposes of the proposed meeting.
12.03 Written notice of the time, place and purpose of each annual or special meeting shall be given personally or mailed to each member entitled to vote thereat, not less than fifteen (15) days prior to such meeting.
12.04 At all meetings of the members, except as otherwise provided by law, at least ten (10) members, present in person or by proxy, shall constitute a quorum for the transaction of business. In the absence of a quorum, a majority of the members present or represented may adjourn the meeting from time to time until a quorum is obtained. At any such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting as originally called.
12.05 The President of the Corporation shall preside at all meetings of the members or, in the absence of the President, the Vice-President shall preside. The Secretary of the Corporation shall act as Secretary at all meetings of the members, but in the absence of the Secretary, the presiding officer may appoint any person to act as secretary of the meeting.
12.06 At any meeting of the members, each member present in person or by proxy appointed by an instrument in writing, subscribed by such member as duly authorized attorney and delivered to the inspectors or the Secretary of the meeting, shall be entitled to one vote.
12.07 A proxy, to be valid, shall be executed in writing by the member. Every proxy shall be revocable at the pleasure of the member executing it.
13.01 The President of the Corporation may from time to time appoint members to serve on a committee that shall be known as “the Executive Committee.” The Executive Committee shall assist the President in conducting the day-to-day operations of the Corporation.
14. Financial Reports
14.01 The directors shall present to the annual meeting of members an annual written financial report, audited by an independent chartered accountant or a firm of such accountants. All reports shall be filed in the records of the Corporation.
14.02 The Corporation shall file all applications, reports and returns as may be required by any applicable provincial or federal law and shall comply with all such statutes, rules and regulations promulgated thereunder to obtain or maintain taxes and the status of the Corporation.
14.03 The funds of the Corporation may be retained in whole or in part in cash or be invested and reinvested from time to time in such property, real or personal, or otherwise, or stocks, bonds or other securities, as the board of directors in its discretion may deem desirable.
15. Compensation of Directors and Officers
15.01 No director or officer shall receive directly or indirectly any salary, compensation or emolument from the Corporation, save and except for compensation for expenses incurred on behalf of the Corporation.
16. Contracts with Directors or Officers
16.01 No contract relating to the operations conducted by the Corporation or for furnishing supplies to the Corporation shall be invalidated by reason only of the fact that any director or officer of the Corporation is interested therein either as party to the contract or as a member of any firm, partnership or stockholder in a corporation that is a party to such contract.
17. Effective Date
17.01 This by-law shall come into force when made by the Board of Directors in accordance with the Corporations Act.
18.01 All previous By-laws of the Corporation are repealed as of the coming into force of these By-laws. The repeal shall not affect the previous operation of any By-laws so repealed or affect the validity of any act done or right, privilege, obligation or liability acquired or incurred under, or the validity of any contract or agreement made pursuant to, or the validity of any Letters Patent or predecessor charter documents of the Corporation obtained pursuant to, any such By-laws before its repeal. All officers and persons acting under any By-laws so repealed shall continue to act as if appointed under the provisions of these By-laws, and all resolutions of the members or the Board of Directors or a committee of the Board of Directors with continuing effect passed under any repealed By-laws shall continue to be good and valid except to the extent inconsistent with these By-laws and until amended or repealed.