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OPTAMUS UNBSJ Inc.
By Laws
BY-LAW NO. 1(1992), by-laws relating generally to the conduct of
the affairs of OPTAMUS UNBSJ INC.
BE
IT ENACTED AND IT IS HEREBY ENACTED as a by-law of OPTAMUS UNBSJ INC. (the
"Company") as follows:
DEFINITIONS
- In
this by-law and all other by-laws of the Corporation, unless the context
otherwise specifies or requires:
- "Act"
means the Companies Act, Revised Statutes of New Brunswick 1973, c. C-13,
as from time to time amended, and every statute that may be substituted
therefore and, in the case of such amendment or substitution, any
references in the by-laws of the Corporation shall be read as referring to
the amended or substituted provisions therefore;
- By-laws
mean any by-laws of the Corporation from time to time in force and effect;
- All
terms contained in the by-laws which are defined in the Act shall have the
meanings given to such terms in the Act;
- Words
importing the singular number only shall include the plural and vice
versa; words importing the masculine gender shall include the feminine and
neuter genders; words importing persons shall include bodies corporate,
corporations companies, partnerships, syndicates, trusts end any number or
aggregate of persons; and
- The
headings used in the by-laws are inserted for reference purposes only and
are not to be considered or taken into account in construing the terms or
provisions thereof or to be deemed in any way to clarify, modify or
explain the effect of any such terms or provisions.
MEMBERSHIP
- Membership.
Membership in the Corporation shall be divided into two classes, namely,
honorary membership and regular membership. Honorary members shall be called
"honorary patrons". Honorary patrons and regular members are
hereinafter referred to as "members".
INCORPORATION
AND ORGANIZATION
- Regular
membership.
Any person, enrolled as a part-time student at UNBSJ, will be admitted to
regular membership in the Corporation and any full time mature student
enrolled as a student at UNBSJ can be admitted as a regular member- from
time to time by resolution of the directors. Full time mature students
status is; as defined in the UNBSJ Undergraduate Calendar.
- Honorary
patrons.
Any person, agency, educational institution, foundation, society or company
may be admitted to honorary membership in the Corporation from time to time
by resolution of the directors. Any honorary member will not, as such, be
entitled to vote at any meeting of the members of the Corporation.
- Resignation
from Membership.
Any member may resign from membership in the Corporation upon notice in
writing thereof received by the Secretary of the Corporation.
- Termination
of membership.
Any member of the Corporation shall cease to be a member of the Corporation
upon a resolution to that effect being passed by at least three quarters of
the votes cast at a special general meeting of members in respect of which
notice specifying the intention to pass such a resolution has been given to
all members provided that any such member shall be eligible to be readmitted
to membership in the Corporation in accordance with clause 2 or clause 3.
MEETINGS
OF MEMBERS
- Annual
meetings.
The annual meeting of the members required by section 101 of the Act shall
be held at any place within Saint John New Brunswick, on such day in the
month of March each year, and at such time as the directors may by
resolution determine. At annual meetings there shall be presented a report
of the directors of the affairs of the corporation for the previous year, a
financial statement of the Corporation, and the auditor's report therein as
required by the Act, and such other information or reports relating to the
Corporations affairs as the directors may determine.
- Special
general meetings.
Other meetings of the members (to be known as "Special general
meetings") may be convened by order of the President or a
Vice-President or by the Board of Directors to be held at any date and time
and at any place within New Brunswick. The Board of Directors shall call a
special general meeting of members on written requisition of not less than
ten percent (10%) of the members.
- Notice.
Notice stating the day, hour and place of meeting and the general nature of
the business to be transacted thereafter shall be given, in writing, to each
member and to the auditors of the Corporation at least 7 days- before the
date of every meeting, provided always that a meeting of members may be held
for any purpose at any date and time and at any place within New Brunswick
without notice if all the members are present in person or represented by a
form of proxy, in writing at the meeting or if all the absent members have
signified their assent in writing to such meeting being held and such assent
may be validly given either before or after the meeting to which such assent
relates. Notice of any meeting where special business will be transacted
shall contain sufficient information to permit the member to form a reasoned
judgment on the decision to be taken.
- Omission
of notice.
The accidental omission to give notice of any meeting or the non-receipt of
any notice by any member or members or by the auditor of the Corporation
shall not invalidate any resolution passed or any proceedings taken at any
meeting of members.
- Voting.
Each member shall be entitled to one vote at any meeting of members. Unless
the Act or these by-laws otherwise provide, every question submitted to any
meeting of members shall be decided in the first instance by a majority of
votes given on a show of hands and in case of any equality of votes the
chairman shall, both on a show of hands and at a poll, have a second or
casting vote in addition to the vote to which he is entitled as a member. 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. A member may, by means of a
written proxy, appoint a proxy holder to attend and act at a specific
meeting of members, in the manner and to the extent authorized by the proxy.
A proxy holder must be a regular member of the Corporation.
- Chairman.
In the absence of the President and every Vice-President the members present
shall choose another director as chairman and, if no director is present or
if all the directors present decline to act as chairman, the members present
shall choose one of the members prevent to be chairman.
- Polls.
If at any meeting a poll is taken on the election of a chairman or on the
question of adjournment, it shall be taken forthwith without adjournment. If
a poll is demanded on any other question or as to the election of directors,
it shall be taken in such manner and either at once or after adjournment as
the chairman directs. The result 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.
- Adjournments.
The chairman may with the consent of any meeting, adjourn the same from time
to time to a fixed time and place and no notice of the time and place for
the holding of the adjourned meeting need be given to the members. Any
business may be brought before or dealt with at any adjourned meeting, which
might have been brought before or dealt with at the original meeting in
accordance with the notice calling the same.
- Quorum.
Ten members shall constitute a quorum of any meeting of members for all
purposes. No business shall be transacted at any meeting unless the
requisite quorum shall be present at the commencement of such business.
DIRECTORS
- Number
and powers.
A Board of Directors consisting of eight (8) regular members shall manage
the affairs of the Corporation. The
Board may appoint advisors to the Board at its discretion. The directors may
exercise all such powers and do all such acts and things as may be exercised
or done by the Corporation and are not by the by-laws of the Corporation or
by statute expressly directed or required to be done by the Corporation at a
meeting of members.
- First
directors.
The applicants for incorporation shall become the first directors of the
Corporation, whose term of office as directors shall continue until their
successors are elected. At the first meeting of members a Board of Directors
shall be elected to replace the first directors of the Corporation.
- Election
of directors and term of office.
The directors term of office shall be from the date of the meeting at which
they are elected or appointed until the annual meeting of members next
following or until their successors are elected or appointed.
The members shall elect directors by public
secret ballot held on the campus of UNBSJ over a designated three-day period
in the month of March of each Year prior to the annual meeting. Retiring
directors shall be eligible for re-election to the Board of Directors if
otherwise qualified and retiring directors shall continue in office until
their successors shall have been duly elected or appointed.
- Vacation
of office.
The office of a director of the Corporation shall become vacated:
- If
an order is made declaring him/her to be a mentally incompetent person or
incapable of managing his own affairs;
- If
she/he is convicted of any criminal offence; or
- If
by notice in writing to the Secretary of the Corporation she/he resigns
his office and such resignation, if not effective immediately, becomes
effective in accordance with its terms.
- If
the Board of Directors find him/her incapable of performing his duties in
a competent manner and by a majority vote recommend to the members that a
review to terminate his standing as a board member be held, according to
bylaw twenty (20);
- Removal
of directors.
The members of the Corporation may, by resolution passed by at least
two-thirds of the votes cast at a special general meeting of members in
respect of which notice specifying the intention to pass such a resolution
has been given to all members, remove any director before the expiration of
his term of office and may, by a majority of the votes cast at such meeting,
elect any person in his stead for the remainder of his term.
- Remuneration
of directors.
The directors shall serve without remuneration and no director shall
directly or indirectly receive any profit from his position as such,
provided that a director may be paid reasonable expenses incurred by him in
the performance of his duties.
MEETINGS
OF DIRECTORS
- Place
of meetings.
Meetings of the Board of Directors may be held either at the head office of
the Corporation or at any other place within New Brunswick.
- Notice.
The President or a Vice-President or any two (2) directors may convene a
meeting of directors at any time. The Secretary by direction of the
President or Vice-President or any two directors shall convene a meeting of
directors. The directors may from time to time by resolution determine to
hold regular meetings of the directors and shall by such resolution fix the
dates or times of such regular meetings} so long as any such resolution is
in effect the Secretary of the Corporation shall convene such regular
meetings by notice given in the manner hereinafter referred to.
Notice
of any meeting of directors stating the day, hour and place of meeting shall be
given to each director at least two (2) business days before the meeting is to
take place, provided always that meetings of the Board of Directors may be held
at any time without formal notice if all the directors are present or those
absent have waived notice or have signified their consent in writing to the
meeting being held in their absence. Any director thereof may waive notice of
any meeting or any irregularity in any meeting or in the notice and such waiver
may be validly given either before or after the meeting to which such waiver
relates.
For the first meeting of the Board of Directors to
be held immediately following the election of directors at an annual or special
general meeting of the members or for a meeting of the Board of Directors 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 for the meeting to be duly constituted, provided that a
quorum of the directors is present.
- Quorum
and voting.
Five directors shall constitute a quorum for the transaction of business.
Questions arising at any meeting of directors shall be decided by a majority
of votes. In case of an equality of votes, the chairman of the meeting, in
addition to his original vote, shall have a second or casting vote.
SUBMISSION
OF CONTENTS OR TRANSACTIONS TO MEMBERS FOR APPROVAL
- The
Board of Directors in its discretion may submit any contract, act or
transaction for approval or ratification at any annual meeting of the
members or at any special general meeting of the members called for the
purpose of considering the same and any contract, act or transaction that
shall be approved or ratified by a resolution passed by a majority of the
votes cast at any such meeting (unless any different or additional
requirement is imposed by the Act) shall be as valid and as binding upon the
Corporation and upon all the members as if it had been approved or ratified
by every member of the Corporation.
INDEMNITIES
TO DIRECTORS AND OTHERS
- Every
director or officer of the Corporation or other person who has undertaken or
is about to undertake any liability on behalf of the Corporation and their
heirs, executors and administrators, and estate and effects, respectively,
shall, from time to time and at all times, be indemnified and saved
harmless, out of the funds of the Corporation from and against
- All
costs, charges and expenses whatsoever which such director, officer or
other person sustains or incurs in or about any action, suit or proceeding
which is brought, commenced or prosecuted against him/her for or in
respect of any act, deed, matter or thing whatsoever made, done or
permitted by him/her in or about the execution of the duties of his office
or in respect of any such liability and
- All
other costs, charges and expenses which she/he sustains or incurs in or
about or in relation to the affairs thereof, except such costs, charges or
expenses as are occasioned by his own willful neglect or default.
FOR
THE PROTECTION OF DIRECTORS AND OFFICERS
- No
director or officer for the time being of the Corporation 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 act for conformity or
for any loss, damage or (expense suffered or incurred by the Corporation
through the insufficiency or deficiency of title to any property acquired by
the Corporation or 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 or belonging to the Corporation shall be placed out or invested or
for any loss or damage arising from the bankruptcy, insolvency or tortuous
act of any person, firm or Corporation, including any person, firm or
Corporation with whom or which any moneys, securities or effects shall be
lodged or deposited, or any loss, conversion, misapplication or
misappropriation of or any damage resulting from any dealings with any
moneys, securities or other assets belonging to the Corporation or for any
other loss, damage or misfortune whatever which may happen in the execution
of the duties of his respective office or trust or in relation thereto
unless the same shall happen by or through his own wrongful and willful act
or through his own wrongful and willful neglect or default.
The
directors for the time being of the corporation shall not be under any duty or
responsibility in respect of any contract, act or transaction whether or not
made, done or entered into in the name or on behalf of the Corporation, except
such as shall have been submitted to and authorized or approved by the Board of
Directors. If any director or office of the corporation shall be employed by or
shall perform services for the corporation otherwise than as director or officer
or shall be a member of a firm or a shareholder, director or officer of a
company which is employed by or performs services for the Corporation, the fact
of his being a director or officer of the Corporation shall not disentitle such
director or officer or such firm or company, as the case may be, from receiving
proper remuneration for such services.
BOARD
OF GOVERNORS
- Establishment
of Board of Governors.
The directors may from time to time by resolution elect any person to
serve-as a member of the OPTAMUS UNBSJ Inc. Board of Governors or terminate
such person's Membership on the Board of Governors. The Board of Governors,
if any, shall serve in an advisory capacity to the directors of the
Corporation and, by virtue of their expertise, training, position, resources
or otherwise, shall assist the Corporation in the attainment of its objects.
- Resignation
of governors.
Any member of the board of Governors may at any time resign from membership
in the Board of Governors.
- Termination
of Governors.
Any member of the Board of Governors shall cease to be a member of the Board
of Governors upon a resolution to that effect being passed by at least
three-quarters of the votes cast at a meeting of the directors of the
Corporation.
OFFICERS
- Election
and appointment.
The Board of Directors shall annually or more often as may be required hold
open elections on the Saint John Campus of UNB to elect from the regular
membership of OPTAMUS UNBSJ Inc., a President and one or more
vice-Presidents, a Secretary and a Treasurer, to form the Executive
Committee, and four board members at large who along with the executive
committee members and appointed advisors, will form the Board of Directors
for the ensuing year . Any person may, in the discretion of the directors,
hold one or more executive offices. The directors may appoint such other
officers-and agents as they shall deem necessary who shall have such
authority and shall perform such duties as may from time to time be
prescribed by the Board of Directors.
- Remuneration
and removal of officers.
The directors may fix the remuneration (if any) to be paid to officers of
the Corporation. All officers in the absence of agreement to the contrary
shall be subject to removal by resolution of the Board of Directors at any
time with or without cause.
- Delegation
of duties of executive officers.
In case of the absence or inability to act of the President, a
Vice-President or any other officer of the Corporation or for any other
reason that the directors may deem sufficient, the directors may delegate
all or any of the powers of such officer to any other officer or to any
director for the time being.
- President.
The President shall, when present, preside at all meetings of the Board of
Directors and of members of the Corporation.
- Vice-President.
The Vice-President shall be vested with all the powers and shall perform all
duties of the President in the absence or inability or refusal to act of the
President. The vice-President shall possess and may exercise such other
powers that Board of Directors may from time to time assign duties as to
him/her.
- Secretary.
The Secretary shall, when present, act as recording secretary of all
meetings of directors and members, and shall have charge of the minute books
of the Corporation and the documents and registers referred to in the Act.
She/he shall perform all duties incident to his officer that are properly
required of him/her by the Board of Directors. She/he shall have the care
and custody of the seal of the corporation.
- Treasurer.
The Treasurer shall collect all Corporation revenues and, subject to the
provisions of any resolution of the Board of Directors, shall have the care
and custody of all the funds and securities of the Corporation and shall
deposit the same in the name of the Corporation in such bank or banks or
with such depository or depositories as the Board of Directors may direct.
He shall keep or cause to be kept the books of account and accounting
records required by the act. He shall perform all duties incident to his
office or that are properly required of him/her by the Board of Directors.
- Vacancies.
If the office of the President, any Vice-President, the Treasurer or the
Secretary shall be or become vacant by reason of death, resignation,
disqualification or otherwise, the directors may appoint an officer to fill
such vacancy. The Executive Committee members shall otherwise take their
direction of duties from the rules and descriptions laid out in the
Executive Committee Constitution.
COMMITTEES
- Constitution
of Executive Committee (Officers) and all other committees.
The Executive and following committees, namely, the Operations Committee,
the Fund-Raising Committee and the Finance Committee, may be constituted to
assist the directors in carrying on the affairs of the Corporation. The
Board of Directors may from time to time constitute such other committees,
as it deems necessary and shall prescribe their duties.
- Membership
of committees, generally.
The Board of Directors may annually or more often appoint not less than (3)
persons to be members of each of the aforesaid committees and shall
designate one of the members of each committee as Chairman thereof. The
President and one Vice-President shall be members of each such committee.
-Members of committees shall serve without remuneration but shall be
entitled to reimbursement for any expenses, which they may incur.
- Meetings.
The committees may meet for the transaction of business, adjourn and
otherwise regulate their meetings as they think fit provided, however, that
two (2) of the members of each committee should constitute a quorum thereof
for the transaction of business. Questions rising at any meeting of a
committee shall be decided by a majority of votes and in case of an equality
of votes the Chairman shall have a second or casting vote.
- Operations
Committee.
The Operations Committee, if any shall from time to time review and
establish the procedures and policies of the Corporation in connection with
the management and direction of the operations of the Corporation and in
connection with the attainment of the objects of the Corporation. All action
by the Operations committee shall be reported to the Board of Directors at
its meeting next succeeding such action and shall be subject to revision or
alteration by the Board of Directors; provided that no acts or rights of
third parties shall be affected or invalidated by any such revision or
alteration.
- Finance
Committee.
The Finance Committee, if any, shall from time to time review the financial
position of the Corporation and make recommendations to the Board of
Directors concerning the finances of the Corporation, including the
management of the Corporation's capital funds and investments and the
preparation of an annual budget.
- Fund-Raising
Committee.
The Fund-Raising Committee, if any, shall have the duty of raising funds for
the use of the Corporation and providing guidance and counsel in the
Corporation's fund-raising activities.
NOTICES
- Service.
Any notice to be given to any member, director or auditor shall be served
either personally or by sending it through the post in a prepaid envelope or
wrapper or by telecopy or by electronic mail (E-mail) to such member,
director or auditor addressed to him/her at his address as the same appears
in the books of the Corporation, or if no address be given therein, then
addressed to the last address of such member, director or auditor known to
the Secretary of the Corporation. With respect to every notice sent by post,
it shall be sufficient to prove that the envelope or wrapper containing the
notice was properly addressed and put into a post office or into a post
office box.
- Signature
to notices.
The signature to any notice may be written, stamped, typewritten or printed
or partly written, stamped, typewritten or printed. Without derogating from
any provision of the Act or this by-law requiring a longer period of notice,
every notice sent by post shall be given at least 14 days in advance of the
date of the meeting to which it relates.
- Computation
of time.
Where a given number of days notice or notice extending over any period is
required to be given, the day of service or posting of the notice shall not
be counted in such number of days or other period but the day for which
notice is given shall be so counted. Where the term Business days is used in
this by-law, it shall mean Mondays, Tuesdays, Wednesday, Thursdays and
Fridays except where such days fall on statutory holidays.
- Proof
of service.
A certificate of the President, any Vice-President, the Treasurer or the
Secretary of the corporation or of any other office of the Corporation in
office at the time of the making of the certificate as to facts in relation
to the mailing or delivery of any notice of any member, director or auditor
or publication of any notice shall be conclusive evidence thereof and shall
be binding on every member, director or auditor of the Corporation, as the
case may be.
CHEQUE,
DRAFTS, 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 of Directors may from time to time designate by resolution.
HEAD
OFFICE
- The
directors may from time to time by resolution fix the location of the head
office of the Corporation within the place in Canada designated as such by
the Corporation's letters patent.
SEAL
- The
seal, an impression whereof is stamped in the margin hereof, shall be the
seal of the Corporation. The seal shall be retained in the custody of the
Secretary of the Corporation.
ENACTMENT
AND AMENDMENT OF BY-LAWS
- Subject
to section 97 of the Act, By-laws of the Corporation may be enacted, and
such by-laws repealed or amended.
AUDITORS
- 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 of
members provided that the directors may fill any casual vacancy in the
office of auditor. The Board of Directors shall fix the remuneration of the
auditor. Unless 10 per cent of the members consent in writing, the auditors
may not be, nor be associated with, a director, officer or employee of the
Corporation or a corporation that is affiliated with the Corporation.
EXECUTION
OF CONTRACTS
Contracts,
documents or instruments in writing requiring the signature of the Corporation
must be approved by the Board of Directors before being signed by any two (2) of
the directors and/or officers of the Corporation before any or all
contracts, documents or instruments in writing so signed shall be binding upon
the Corporation without any further authorization or formality. The Board of
Directors is authorized from time to time by resolution to appoint any officer
or officers or any 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. The
seal of the Corporation 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 of Directors. The
Secretary of the Corporation shall certify all documents issued by the
Corporation.
The term "contracts, documents or instruments
in writing" as used herein shall include deeds, mortgages, hypothecs,
charges, conveyances, transfers and assignments of property, real or personal,
immovable or movable, powers of attorney, agreements, releases, receipts and
discharges for the payment of money or other obligations, conveyances, transfers
and assignments of shares, bonds, debentures, or other securities and all paper
writings.
In particular, without limiting the generality of
the foregoing, any two (2) of the directors and/or officers of the Corporation
may be authorized to sell, assign, transfer, exchange, convert or convey any and
all shares, bonds, debentures, rights, warrants or other securities owned by or
registered in the name of the corporation and to sign and execute (under the
corporate seal of the Corporation or otherwise) all assignments, transfers,
conveyances, powers of attorney and other instruments that may be necessary for
the purpose of selling, assigning, transferring, exchanging, converting or
conveying any such shares, bonds, debentures, rights, warrants or other
securities.
FISCAL
YEAR
- The
first fiscal year period of the company shall terminate on the last day of
February 1993 and thereafter the fiscal year of the Company shall terminate
on the last day of February in each year or on such other date as the
directors may from time to time by resolution determine.
WRITTEN
RESOLUTIONS
- Subject
to the Act, the letters patent or the by-laws, a resolution in writing
signed by all the directors entitled to vote on that resolution at a meeting
of directors or a resolution in writing signed by all the members entitled
to vote on that resolution at a meeting of members is as valid as if it had
been passed at a meeting of directors or a meeting of members, respectively.
Such resolutions in writing satisfy all the requirements of the letters
patent and by-laws relating to meetings of directors or members.
By-Law
1. ENACTED by the directors of the Company as of the 30th day of September 1992.
OPTAMUS
UNBSJ INC.
   
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