Board

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OUR SCHOOL

Whether you graduated from the Kemptville Agricultural School (KAS), opened in 1917 or the Kemptville College of Agricultural Technology (KCAT) or maybe Kemptville Campus – the Alumni Association is here to represent you and shares the pride you have in your education.null

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Board Members

KEMPTVILLE COLLEGE ALUMNI ASSOCIATION

BY-LAW NO. 1

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

CONTENT OF ARTICLES

I  INTERPRETATION

II  HEAD OFFICE

III  FISCAL YEAR

IV  MEMBERSHIP AND MEETINGS OF MEMBERS

V  BOARD OF DIRECTORS

VI  OFFICERS

VII  DUTIES OF OFFICERS

VIII  EXECUTION OF DOCUMENTS

IX  COMMITTEES

X   BOOKS AND RECORDS                

XI  RULES AND REGULATIONS    

XII  AMENDMENT

I INTERPRETATION

1.1 In this and all other by-laws and resolutions of the Kemptville College Alumni Association, unless the context clearly requires otherwise.

1.2 “Act:” means the Canada Corporations Act as amended from time to time or any other Act that may hereafter be substituted therefore.

1.3 “Board” means the Board of Directors of the Kemptville College Alumni Association.

1.4 “Association” means the Kemptville College Alumni Association.

1.5 Words importing the singular number or the masculine gender shall include the plural number or the feminine gender, as the case may be, and vice versa, and references to persons shall include firms and corporations.

1.6 “College” means Kemptville College

II HEAD OFFICE

2.1 The Head Office of the Association shall be at Lombardy Fairgrounds in the Province of Ontario and the mailing address shall be the then Secretary’s address.

III FISCAL YEAR

3.1 The fiscal year of the Association shall be for the period Jan 1 – Dec 31 in each year unless otherwise ordered by the Board.

IV MEMBERSHIP AND MEETINGS OF MEMBERS

4.1 Any person who has graduated from the College in a recognized program of studies and who also subscribes to the purposes and objectives of the Association may apply for membership. All active members shall have the right to speak, to make representations at meetings of the Association, to vote and to hold office. Active membership shall be non-transferable.

4.2 A member shall be entitled to participate in the activities of the Association and each member in good standing shall be entitled to one vote on each question arising at any annual or special meeting of the members.

4.3 Any member may withdraw from the association by delivering to the Association a written resignation and lodging a copy of the same with the Secretary of the Association.

4.4 At all meetings of members every question shall be decided by a majority of the votes of the members present or represented by proxy unless otherwise required by the by-laws of the Association or by-law. Five (5) percent of the total membership in good standing or 20 members, whichever is the least, shall constitute a quorum at the annual meeting.

4.5 The annual meeting shall be held during the Kemptville College Alumni weekend and it or any general meeting of the members shall be held at any place as the Board may determine and on such day as the said Board may appoint.

4.6 At every annual meeting, in addition to any other business that may be transacted, the report of the Directors, the financial statement, and the report of the auditors shall be presented and the Directors elected and auditors appointed for the ensuing year. The members may consider and transact any business either special or general at any meeting of the members.

4.7 The Board or the President or Vice-President shall have the power to call, at any time, a general meeting of the members of the Association. The Board shall call a special general meeting of the members on written requisition of not less than 5% of the members in good standing. Notice of the time and place of every such meeting shall be sent to each member by e-mail fourteen (14) days before the time fixed for the holding of such meeting. 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.

4.8 No error or omission in giving notice of any annual or general meeting or any adjourned meeting, whether annual or general, of the members of the Association shall invalidate such meeting or make void any proceedings taken thereat and any member may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. For the purpose of sending notice to any member, Director or officer for any meeting or otherwise, the address of the member, Director or officer shall be their last e-mail address recorded in the records of the Association.

4.9 Unless otherwise decided by the Board and so declared, the annual meeting will be conducted according to the current edition of Robert’s Rules of Order.

V BOARD OF DIRECTORS

5.1 The affairs of the Association shall be managed by the Board, comprised of a minimum of three (3) Directors, each of whom, at the time of their election or appointment and throughout their term, shall be a member of the Association. Directors must be individuals, 18 years of age, with power under law to hold public office.

5.2 The number of Directors shall be determined from time to time by a majority of the Directors and sanctioned by an affirmative vote of at least two thirds (2/3) of the members at the meeting called for the purpose of determining the numbers of Directors to be elected to the Board. Thereafter at each annual meeting the members can elect, and from among themselves, Directors for a term of one year but a Director shall be eligible for re-election. The election may be by a show of hands unless a ballot be demanded by any member.

5.3 The Directors of the Association may administer the affairs of the Association in all things and make or cause to be made for the Association, in its name, any kinds of contract which the Association may lawfully enter into and, save as hereinafter provided, generally may exercise all such other powers and all such other acts and things as the Association is authorized to exercise or do. Without restricting 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, building and/or property, movable or immovable, real or personal, or any right or interest therein owned by the Association for such consideration and upon such terms and conditions as they may deem advisable.

5.4 Vacancies on the Board of Directors however caused may, so long as a quorum of Directors remains in office, be filled by the Directors from among the members in good standing, otherwise the vacancy shall be filled at the next annual meeting of the members at which the Directors for the ensuing year are elected but if there is not a quorum of directors the remaining directors shall forthwith call a meeting of the members to fill the vacancy. A Director’s position shall be declared vacant if: a) at a special general meeting of members, a resolution is passed by the members of the meeting that he or she be removed from office: b) during a period of twelve months he or she has been absent for more than fifty percent (50%) of the meetings of the Board, including participating in Board meetings held by conference telephone call.

A Board member may send regrets with reason which will be recorded in the minutes.

5.5 A majority of the Directors shall form a quorum for the transaction of business. Except as otherwise required by law, the Board may hold its meetings at such place or places as it may from time to time determine. No formal notice of any such meeting shall be necessary if all the Directors are present or if those absent have given their consent to the meeting being held in their absence. Directors’ meetings may formally be called by the President or the Vice-President or by the Secretary on direction in writing of three Directors. Notice of such meetings shall be delivered, telephoned or e-mailed to each director not less than two days in any month or months for regular meetings at an hour to be named and of such regular meeting no notice need be sent. A Directors meeting may also be held, without notice, immediately following the annual meeting of the Association.

5.6 No error or omission in giving such notice for a meeting of Directors shall invalidate such meeting 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.

5.7 The Board may hold virtual Board meetings or by telephone conference call providing all Directors agree to each meeting being held by this means and all Directors participating can hear each other at the same time and any resolutions passed at such a meeting are subsequently executed by all participating Directors.

5.8 Questions arising at any meeting of Directors shall be decided by a majority of votes. The President has an ordinary vote. All votes at in person meetings shall be taken by show of hands unless any Director present so demands that a vote be taken by ballot. Votes at virtual meetings shall be declared by each Director stating yes or no. A declaration by the chair of the meeting that a resolution has been carried and an entry to that effect in the minutes shall be prima facie evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.

5.9 Every Director when exercising their powers and discharging their duties must act honestly, in good faith and in the best interest of the Association; carry out their duties as a reasonable person would in the circumstances and comply with the Act, the Letters Patent and the by-laws of the Association.

5.10 No Director or officer of the Association shall be liable for the actions of any other Director, officer or employee of the Association or for failing to oppose any motion; any costs suffered by the Association through irregularities in the title to any property acquired for or on behalf of the Association; any losses in financial investment; any losses incurred by any financial institution where the Association has placed its assets; any losses resulting from any other financial dealings and any other losses which may be incurred during the execution of the duties of their office unless such losses are the result of actions both willful and wrongful . Directors shall not be held responsible for any contracts not authorized or approved by the Board.

5.11 Every Director, officer or other person who has undertaken or is about to undertake any liability on behalf of the Association shall be indemnified out of the funds of Association, from and against all costs they sustain in respect of any action carried out in the execution of the duties of their office and all other costs which they sustain in the affairs of the Association except those costs incurred as a result of their actions that are both willful and wrongful.

5.12 Where a Director has a financial interest, direct or indirect, in any matter in which the Association is concerned, he or she shall disclose the interest and shall not take part in the consideration or discussion of, or vote on, any question with respect to the matter.

5.13 Directors shall receive no remuneration for acting as such and no Director shall directly or indirectly receive any profit from his position as such, provided that Directors may be paid reasonable expenses incurred in the performance of their duties.

5.14 The Board shall take such steps as they may deem requisite to enable the Association to acquire, accept, solicit or receive legacies, gifts, settlements, bequests, endowments and donations of any kind whatsoever for the purpose of furthering the objects of the corporation.

VI OFFICERS

6.1 There shall be a President, a Vice-President, a Secretary and a Treasurer and such other officers as the Board may determine from time to time.

6.2 The President and the Vice-President shall be elected for a two-year term by the Board from among their number at the first meeting of the Board following the annual meeting, provided that in default of such election, the then incumbent members of the Board, shall hold office until their successors are elected.

6.3 The Secretary and Treasurer or either of them, shall be elected for a

one-year term which may be extended with board approval. They may be removed from office by the unanimous approval of the Board of a resolution removing the person holding such office from the office and such removal shall take effect on a date specified in the resolution or immediately if no date is specified.

6.4 The President and Vice-President or either of them, may be removed from office by a majority approval of a resolution removing the person holding such office from the office, providing such resolution is confirmed within 60 days of such approval by a majority of the members at a special general meeting of the Association. The Resolution shall take effect on the date of confirmation by the members unless otherwise specified by the members.

VII DUTIES OF OFFICERS

7.1 The President shall be the chief executive officer of the Association and shall preside at all meetings of the Board and of the members of the Association. The President shall be charged with the general management and supervision of the affairs and operations of the Association, shall see that all orders and resolutions of the Board are carried into effect. The Vice-President shall, in the absence or disability of the President, perform the duties and exercise the powers of the President and shall also perform such other duties and exercise such powers as the Board may from time to time prescribe.

7.2 The Secretary shall attend all meetings of the Board and record all minutes of all proceedings in the books kept for that purpose; give all notices required to be given to members and to Directors; perform such other duties as may, from time to time, be determined by the Board. All documentation should be kept at the Alumni Historical building at Lombardy.

7.3 The Treasurer shall keep full record and accurate accounts of all receipts and disbursements of the Association in proper books of account and shall deposit all moneys or other valuable effects in the name and to the credit of the Association in such bank or banks as may from time to time be designated by the Board; disburse the funds of the Association under the direction of the Board, taking proper vouchers therefore; render to the Board at the regular meetings thereof or whenever required by the Board an account of all transactions as Treasurer and of the financial position of the Association; cooperate with the auditor of the Association appointed by the Board; perform such other duties as may, from time to time, be determined by the Board.

7.4 The duties of all other officers of the Association shall be the terms as determined by the Board.

VIII EXECUTION OF DOCUMENTS

8.1 Deeds, transfers, licenses, contracts and engagements on behalf of the Association shall be signed by either the President or Vice-President and by the Secretary.

8.2 Contracts in the ordinary course of the Association operations may be entered into on behalf of the Association by the President, Vice-President, Treasurer or by any person authorized by the Board.

8.3 The President, Vice-President, Treasurer or any person or persons from time to time designated by the Board may transfer any and all shares of stock, bonds or other securities from time to time standing in the name of the Association in its individual or any other capacity or as trustee or otherwise and may accept in the name and on behalf of the Association transfers or shares of stock, bonds or other securities transferred to the Association and all instruments in writing necessary or proper for such proposed including the appointment of an attorney or attorneys to make or accept transfers of shares of stock, bonds, or other securities on the books of any company or corporation.

8.4 Notwithstanding any provisions to the contrary contained in the by-laws of the Association, the Board may at any time by resolution direct the manner in which, and the person or persons by whom, any particular instrument, contract, obligation of the Association may or shall be executed.

IX COMMITTEES

9.1 The Board may from time to time appoint and discharge committees whose members will hold their offices at the will of the Board. The Board will determine the duties of such committees and may fix by resolution the remuneration, if any, to be paid.

9.2 The Board shall, no later than two months prior to the annual meeting for the election of Directors, appoint a Nominating Committee composed of a Director who shall be the chair and two (2) other members selected by the Board. The Nominating Committee shall nominate members and receive nominations from any member for election as a Director of the Association. No person may be nominated without their consent.

9.3 The Nominating Committee shall prepare a list of nominees, whether chosen by them or nominated by a member, provide such list to all members of the Association entitled to vote at meetings of the Association, at least fifteen (15) days prior to the meeting at which it is proposed to elect Directors and receive further nominations for Directors from the floor at the meeting called for the purpose of electing Directors.

X BOOKS AND RECORDS

10.1 The Directors shall see that all necessary books and records of the Association required by the by-laws of the Association or by any applicable statute or law are regularly and properly kept.

XI RULES AND REGULATIONS

11.1 The Board may prescribe such rules and regulations, not inconsistent with these by-laws, relating to the management and operation of the Association as they deem expedient provided that such rules shall have force and effect only until the next annual meeting of the members of the Association when they shall be confirmed, and failing such confirmation shall at and from that time cease to have any force and effect.

XII AMENDMENT

12.1 The by-laws of the Association may be repealed or amended by by-law enacted by a majority of the Directors at a meeting of the Board and sanctioned by an affirmative vote of at least two-thirds (2/3) of the members at a meeting duly called for the purpose of considering the said by-law, provided that the repeal or amendment of such by-laws shall not be enforced or acted upon until the approval of the Ministry of Industry or other government agency as required by law has been obtained.

October 2021