DANISH CANADIAN NATIONAL MUSEUM SOCIETY
1. The seal, an impression of which is stamped in the margin hereof, shall be the seal of the DANISH CANADIAN NATIONAL MUSEUM SOCIETY. CONDITIONS OF MEMBERSHIP
2. Membership in the corporation shall be persons interested in furthering the objects of the corporation and shall consist of anyone whose application for admission has received the approval of the board of directors of the corporation, and who has paid such membership fee as is due.
3. Membership fees or dues shall be as directed by the board of directors.
4. Any member may withdraw from the corporation by delivering to the corporation a written resignation and lodging a copy of the same with the secretary of the corporation.
5. Any member may be required to resign by a vote of three-quarters of the members an annual meeting.
6. The head office of the corporation shall be located at Spruce View, Alberta or the location of the museum.
BOARD OF DIRECTORS
7. The property and business of the corporation shall be managed by a board of not more than twenty-five (25) directors and not less than 12 of whom six (6) shall constitute quorum. The board of directors may on literature of the corporation be designated as a board of governors.
8. The directors of the corporation shall be divided into four (4) classes. Three, (3) of those classes shall consist of seven (7) directors each. Each of those three (3) classes shall be elected to hold office for a term of three (3) years and shall be elected in alternate years so that only directors in one (1) of those three (3) classes are elected in a particular year. The fourth class shall consist of up to four (4) directors that may be appointed by the board of directors to serve a special purpose, or represent a designated organization, or to provide for the appointment to the board of the immediate past president. Such an appointment in the fourth class shall be for a one (1) year term only, provided that a person so appointed may be re-appointed in the same class.
9. The office of director shall be automatically vacated: a) if a director shall resign his office by delivering a written resignation to the secretary of the corporation; or if he is found to be a lunatic or becomes of unsound mind; or c) if, without having given notice of his intended absence, he is absent from four consecutive regular meetings of the directors for which notice was given to him; or if at a special general meeting of members a resolution is passed by two thirds of the members present at the meeting that he be removed from office; or on death;
In the case of c) above, the directors, either at the meeting from which the director was absent without giving notice, or subsequent to that meeting, may by majority vote agree that the director may be excused from attending that meeting or any other meeting or meetings for the reason that the director had a valid and acceptable reason for not having given notice of his intended absence. In that event, the director’s absence from such meeting or meetings shall not be cause for the office to be vacated pursuant to c) above.
If any vacancy shall occur for any reason in this paragraph contained, the directors by majority vote, may appoint a member of the corporation to fill the vacancy until the next annual meeting at which time an election must take place to fill the remaining portion of the original term.
10. Meetings of the board of directors may be held at any time and place to be determined by the directors provided that seven (7) clear days notice of such meeting shall be sent in writing to each director, provided there shall be at least one (1) meeting per year of the board of directors. No error or omission in giving notice of any meeting of the board of directors or any adjourned meeting of the board of directors of the corporation shall invalidate such meeting or make void any proceedings taken thereat and any director may at any time waive notice of such meeting and may ratify, approve and confirm any and all proceedings taken or had thereat. Each director is authorized to exercise one (1) vote.
Where all directors consent, a director may participate in a meeting of directors by means of telephone or other communication facilities that shall permit all persons participating in a meeting to hear each other. A resolution in writing signed by all of the directors of the corporation is as valid as if it had been passed at a meeting of directors.
11. Directors shall not receive any stated remuneration for their services. However, this shall not preclude any director from serving the corporation as an officer or in any other capacity and receive compensation therefore. 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 including any cost incurred by his attendance at meetings, including directors meetings, as approved by the board of directors. Any director who is engaged in or is a member of a firm engaged in any business or profession may act in and be paid the usual professional cost and charges for any professional business required to be done in connection with the administration of the affairs of the corporation.
12. A retiring director shall remain in office until the dissolution or adjournment of the meeting at which his retirement is accepted and his successor is elected.
13. The board of directors may appoint such agents and engage such employees as it shall deem necessary from time to time and such persons shall have such authority and shall perform such duties as shall be prescribed by the board of directors at the time of such appointment.
14. The remuneration of all officers, agents and employees shall be fixed by the board of directors by resolution. Such resolution with respect to the remuneration of officers shall have force and effect only until the next meeting of members when such resolution shall be confirmed by resolution of the members, or in the absence of such confirmation by the members, then the remuneration to such officers, shall cease to be payable from the date of such meeting of members.
INDEMNITIES TO DIRECTORS AND OTHERS
15. 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 or any company controlled by it and their heirs, executor and administrator, 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 which such director, officer or other person sustains or incurs in or about any action, suit or proceedings which is brought, commenced or prosecuted against him, or in respect of any act, deed or matter or thing whatsoever, made, done or permitted by him, in or about the execution of the duties of his office or in respect of any such liability all other costs, charges and expenses which 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.
POWERS OF DIRECTORS
16. The directors of the corporation may administer 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 powers and do all such other acts or things as the corporation is by its charter or otherwise authorized to exercise and do.
17. The directors shall have power to authorize expenditures on behalf of the corporation from time to time and may delegate by resolution to an officer or officers of the corporation the right to employ and pay salaries to employees. The directors shall have the power to make expenditures for the purpose of furthering the objects of the corporation. The directors shall have the power to enter into a trust arrangement with a trust company for the purpose of creating a trust fund in which the capital and interest may be made available for the benefit of promoting the interest of DANISH CANADIAN NATIONAL MUSEUM SOCIETY in accordance with such terms as the board of directors may prescribe.
18. The board of directors shall take such steps as they may deem requisite to enable corporation to acquire, accept, solicit or receive legacies, gifts, grants, settlements, bequests, endowments and donations of any kind whatsoever for the purpose of furthering the objects of the corporation. OFFICERS
19. The officers of the corporation shall be a president, first vice-president, second vice-president, secretary and treasurer and such other officers as the board of directors may by by-law determine.
20. Officers of the corporation shall be appointed by resolution of the board of directors at the first meeting of the board of directors following each annual meeting of members.
21. The officers of the corporation shall hold office for one (1) year from the date of appointment or election or until their successors are elected or appointed in their stead.
22. All officers shall be directors of the corporation and they shall cease to be officers if they cease to be directors or if they are removed by a two-thirds majority of the board of directors.
DUTIES OF OFFICERS
23. The president shall be the chief executive officer of the corporation. He shall preside at all meetings of the corporation and of the board of directors. He shall be responsible for the general and active management of the affairs of the corporation. He shall see that all orders and resolutions of the board are carried into effect.
24. The first vice-president shall, in the absence or disability of the president, or the second vice-president in the absence or disability of the first vice-president perform the duties and exercise the powers of the president and shall perform such other duties as shall from time to time be imposed upon him or them by the board of directors.
25. The treasurer shall have the custody of the funds and securities of the corporation and shall keep full and accurate accounts of all assets, liabilities, receipts and disbursements of the corporation in the books belonging to the corporation and shall deposit all moneys, securities, and other valuable effects in the name and to the credit of the corporation and in such chartered bank or trust company, or, in the case of securities, in such registered dealer in securities as may be designated by the board of directors from time to time. He shall disburse the funds of the corporation as may be directed by proper authority, taking proper vouchers for such disbursements, and shall render to the president and the board of directors at the regular meeting of the board of directors, or whenever they may require it, an accounting of all the transactions and a statement of the financial position, of the corporation. He shall also perform such other duties as may from time to time be directed by the board of directors.
26. The secretary may be empowered by the board of directors, upon resolution of the board of directors, to carry on the affairs of the corporation generally under the supervision of the officers thereof and shall attend all meetings and act as clerk thereof and record all votes and minutes of all proceedings in the books to be kept for that purpose. He shall give or cause to be given notice of all meetings of the members and of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or the president, under whose supervision he shall be. He shall be the custodian of the seal of the corporation, which he shall deliver only when authorized by a resolution of the board of directors to do so and to such person or persons as may be named in the resolution.
27. 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 them.
28. Following an annual general meeting of the members of the corporation, the board of directors may, by resolution, appoint a management committee for the ensuing year.
29. The term of office of a management committee shall be from its appointment to the next annual general meeting of the members of the corporation.
30. The management committee may exercise any or all of the powers of the board of directors between meetings of the board of directors, except for the limitations and exceptions stated herein, and except also for those additional limitations and exceptions which may be stated by the board of directors in its appointment of the management committee. The powers of the management committee shall include the expenditure of funds as authorized by the budget of the corporation approved by the board of directors.
31. The management committee shall be comprised of: a) the president; b) either of the first vice-president or the second vice-president; c) either of the secretary or the treasurer, or both; and d) either one or two other members of the board of directors. The quorum for a meeting of the management committee shall be four members of the committee.
32. The powers of the management committee shall not include any of the following, nor shall they be authorized by the board of directors: a) the calling or conducting of any general meeting of the members of the corporation; b) the report of the directors to the annual or any other general meeting of the members of the corporation; c) the recommendation to a general meeting of the members of the corporation of any amendment to the by-laws of the corporation; d) the nomination for election, or the appointment, of any person to the board of directors; e) the duties or powers of the board of directors for the execution of documents; f) the appointment of a person or persons to review the accounts of the corporation; and g) the rescinding or reconsideration of any decision of the board of directors.
33. The management committee shall submit a report to the each meeting of the board of directors, stating the actions if any which it has taken or authorized or approved, if any, since the previous meeting of the board of directors.
34. The board of directors shall consider the report of the management committee, and shall ratify, or not ratify, as the case may be, the decisions and actions of the management committee where required. The board of directors shall record in the minutes of its meetings the decisions and action of the management committee which the board of directors has ratified, and those which it has not ratified.
EXECUTION OF DOCUMENTS
35. Contracts, documents or any instruments in writing requiring the signature of the corporation shall be signed by any two officers, provided that the board of director shall have the power from time to time by resolution to appoint any two directors, or any director in combination with an employee engaged for the management of the corporation, to sign an instrument for the payment of accounts. In either case, all contracts, documents and instruments in writing so signed shall be binding upon the corporation without any further authorization or formality. The directors shall have power from time to time by resolution to appoint an officer or officers on behalf of the corporation to sign specific contracts, documents and instruments in writing. The directors may give the corporation’s power of attorney to any registered dealer in securities for the purposes of the transferring of the dealing with any stocks, bonds, and other securities of the corporation. The seal of the corporation when required may be affixed to contracts, documents and instruments in writing signed as aforesaid or by any officer or officers appointed by resolution of the board of directors.
36. The annual or any other general meeting of the members of the corporation shall be held at the head office of the corporation or at any place as the board of directors may determine and on such day as the said directors shall appoint.
37. 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 a board of directors elected and auditors appointed for the ensuring year. The members may consider and transact any business either special or general at any meeting of the members. The board of directors or the president or one of the vice-presidents shall have the power to call, at any time, a general meeting of the members of the corporation.
38. Thirty (30) days prior written notice shall be given to each member of any annual meeting of members. Fourteen (14) days prior written notice shall be given to each member of any member of any special general meeting of the members. Ten (10) members present in person at a meeting shall constitute a quorum. Each member present at a meeting shall have the right to exercise one vote.
39. No error or omission in giving notice of any annual or general meeting, whether annual or general, of the members of the corporation 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 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 his last address recorded in the books of the corporation.
MINUTES OF BOARD OF DIRECTORS
40. The minutes of the board of directors shall not be available to the general membership of the corporation but shall be available to the board of directors, each of whom shall receive a copy of such minutes.
VOTING OF MEMBERS
41. At all meetings of members of the corporation every question shall be determined by a majority of votes unless otherwise specifically provided by statute or by these by- laws.
42. Unless otherwise ordered by the board of directors the fiscal year-end of the corporation shall be the last day of December.
43. The board of directors may appoint committees whose members will hold their offices at the will of the board of directors. The board of directors shall determine their duties and may fix, if any, their remuneration.
AMENDMENT OF BY-LAWS
44. The by-laws of the corporation not embodied in the letters patent may be repealed or amended by by-law enacted by a majority of the directors at a meeting of the board of directors 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 Minister of Consumer and Corporate Affairs has been obtained.
45. The members shall at each annual meeting appoint a person or persons to review the accounts of the corporation and certify their accuracy, such person or persons to hold appointment until the next annual meeting, provided that the directors may be authorized by the members to appoint such person or persons by resolution to hold appointment until the next annual meeting or to fill any casual vacancy in the appointment, in either of which case the board of directors shall report such appointment to the members at the next following annual meeting. The person or persons appointed to review the accounts of the corporation shall not have prepared the accounts or be members of the board of directors. The remuneration of a person or persons appointed shall be fixed by the board of directors.
BOOKS AND RECORDS
46. The directors shall see that all necessary books and records of the corporation required by the by-laws of the corporation or by any applicable statute or law are regularly and properly kept.
RULES AND REGULATIONS
47. The board of directors may prescribe such rules and regulations not inconsistent with these by-laws relating to the management and operation of the corporation as they deem expedient, provided that such rules and regulations shall have force and effect only until the next annual meeting of the members of the corporation when they shall be confirmed, and in default of confirmation at such annual meeting of members shall at and from that time cease to have force and effect.
48. In these by-laws and in all other by-laws of the corporation hereafter passed unless the context otherwise requires, 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.