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Cat
Action Team
Bylaws
and Policies
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FAQ: CAT in
Action: Coming Events You
can help: Join us Governance: Bylaws and Policies |
Definitions Definitions In these and all
other bylaws of the organization unless the context otherwise requires or
specifies: “Act”
means The Corporations Act, as amended or replaced from time to time,
and in the case of an amendment, any reference in the bylaws of the
organization shall be read as referring to the amended provisions; “feral”
means “born into, existing in, or, having reverted to the wild
state”; “quorum”
means the number of voting members present to conduct business transactions
legally; “casting
vote” means a single vote, by the chair, that determines an issue when
a vote on the motion resulted in a tie; “majority”
means more than half of the total number of the membership or of members
present at a meeting with a quorum in attendance; “AGM”
means “Annual General Meeting” of the members; |
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1.01 The
name of the Company shall be “Cat Action Team Inc.” Bylaw
No. 2 – Purposes and Objects 2.01 The
purposes and objects of the Company are as follows: The Cat Action Team Inc. is an
organization with the following objects and purposes: a) to
reduce the at-large cat population through non-lethal control; b) to
stabilize feral cat populations; c) to
promote responsible pet ownership and compassion for feral cats in the
community d) to
remove lost or abandoned cats from the street with the purpose of returning
them to owners or of adopting them to a suitable home; and e) to
educate 3.01 The
head office of the Company shall be 4.01 Membership
shall consist of Honourary/Sponsorship members, Student/Senior members, and
regular members. i) Honourary
Membership may be conferred upon persons who have made noteworthy contributions
to the advancement or to the welfare of the organization; ii) Sponsorship
Membership may be conferred upon businesses who have made noteworthy
contributions to the advancement or to the welfare of the organization; iii) Student
Membership shall be available to those who are enrolled full-time in grade
school, high school, university, or technical or business courses. iv) Senior
Membership shall be available to those 60 years of age and over; and v) Regular
Membership shall be available for all those not falling within the previous
categories. 4.02 Membership
shall be open to anyone upon payment of a membership fee in an amount to be
determined from time to time at meetings of the membership. 4.03 Membership
fees are not refundable. 4.04 All members in
good standing, excluding Honourary and Sponsorship members, are entitled to
the right to vote and to the right to be elected as an officer. However, in
order to vote or to be elected as an officer at an Annual General Meeting, a
member must have been a member since December 31st of the previous
year. (Amended 4.05 Members
may withdraw from membership by completing a membership withdrawal form,
which form shall be provided by the Board of Directors. 5.01 The
property and business of the Corporation shall be managed by a board of not
less than six (6) and not more than ten (10) directors of whom the greater of
three (3) directors or one-half (1/2) of the number of directors in office
from time to time shall constitute a quorum. The number of directors shall be
fixed by Resolution of the Board of Directors. Directors must be individuals
who have attained the age of majority. 5.02 The
applicants for incorporation shall become the first directors of the
Corporation whose term of office on the Board of Directors shall continue
until their successors are elected. At the first annual meeting of members,
the Board of Directors then elected shall replace the provisional directors
named in the Letters Patent of Corporation. 5.03 At
the first annual meeting of members, one half (½) the directors shall be
elected for a term of one (1) year and one half (½) the directors shall be
elected for a term of two (2) years. At all subsequent annual meetings of
members, directors will be elected for a term of two (2) years. (Amended 5.04 The
office of director shall be automatically vacated: a) if
a director has resigned her office by delivering a written resignation to the
secretary of the Corporation; b) if
she is found by a court to be of unsound mind; c) if
she becomes bankrupt or suspends payment or compounds with her creditors; d) if
at a special general meeting of members a resolution is passed by two-thirds
(2/3) of the members present at the meeting that she be removed from office; e) on
death; f) if
she is convicted of any indictable criminal offence; provided that if
any vacancy shall occur for any reason in this paragraph contained, or if any
vacancy shall occur by virtue of a change in the fixed number of directors,
the Board of Directors by majority vote, may, by appointment, fill the
vacancy with a member of the Corporation. 5.05 The
directors of the Corporation shall 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, shall 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. 5.06 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 the corporation
in accordance with such terms as the Board of Directors may prescribe. 5.07 The
Board of Directors shall take such steps as they may deem requisite to enable
the 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. 5.08 The
Board of Directors may provide for the creation of committees comprised of
those members of the Corporation who shall be appointed to such committees by
the Board of Directors. The committee members shall exercise such duties as
may from time to time be authorized by the Board of Directors. Any committee
member may be removed by a vote of a majority of the directors present at a
meeting of the Board of Directors. The committee members shall not be
entitled to notice of meetings of the Board of Directors, nor shall they be
entitled to attend such meetings except upon invitation by the Board of
Directors. The committee members, when invited to attend meetings of the
Board of Directors, shall not be entitled to vote thereat. Bylaw
No. 6 – Meetings of Directors 6.01 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 given other than by mail to each director. Notice by mail shall be
sent at least fourteen (14) days prior to the meeting. 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 any such meeting and may ratify,
approve and confirm any or all proceedings taken or had thereat. Each
director is authorized to exercise one (1) vote. If all the
directors of the corporation consent thereto generally or in respect of a
particular meeting, a director may participate in a meeting of the board or
of a committee of the board by means of such conference telephone or other
communications facilities as permit all persons participating in the meeting
to hear each other, and a director participating in such a meeting by such
means is deemed to be present at the meeting. A resolution in
writing, signed by all the directors entitled to vote on that resolution at a
meeting of directors or committee of directors, is as valid as if it had been
passed at a meeting of directors or committee of directors. 6.02 The
directors, as such, shall not receive any stated remuneration for their
services, but, by resolution of the Board of Directors, expenses of their
attendance may be allowed for their attendance at each regular or special
meeting of the Board of Directors. Noting herein contained shall be construed
to preclude any director from serving the Corporation as an officer or in any
other capacity and receiving compensation therefor. The directors shall serve
as such without remuneration and no director shall directly or indirectly
receive any profit from her position as such; provided that the director may
be paid reasonable expenses incurred by her in the performance of her duties,
and provided further that 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 costs and charges for any professional business required to be
done in connection with the administration of the affairs of the Corporation. 6.03 A
retiring director shall remain in office until the dissolution or adjournment
of the meeting at which her retirement is accepted and her successor is
elected. 6.04 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. 6.05 A
reasonable remuneration for all officers, agents and employees may be fixed
by the Board of Directors by resolution. Such resolution 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 officer, agents or
employees shall cease to be payable from the date of such meeting of members.
6.06 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, executors and administrators, and
estate and effects, respectively, shall from time to time and at all times,
be indemnified and saved harmless, from and against; a) 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 her, or in respect of any act, deed,
matter or thing whatsoever, made, done or permitted by her, in or about the
execution of the duties of her office or in respect of any such liability; b) all
other costs, charges and expenses which she sustains or incurs in or about or
in relation to the affairs thereof, except such costs, charges or expenses as
are occasioned by her own willful neglect or default. 6.07 The
directors of the Company are hereby authorized from time to time to give
indemnities to any director or other person who has undertaken or is about to
undertake any liability on behalf of the Company or any Company controlled by
it. Any action from time to time taken by the directors under authority of
this bylaw shall not require approval or confirmation by the members. 6.08 No
director shall be disqualified by her office from contracting with the
Company, either as vendor, purchaser or otherwise. No contract or arrangement
entered into by or on behalf of the Company in which any director shall be in
any way interested shall be void by reason of the director having such an
interest. No director entering into such a contract shall be liable to
account to the Company for any profit realized by any such contract or
arrangement by reason of such director holding that office, or by reason of
the fiduciary relationship thereby established. However, no such contract or
arrangement shall be made with a director, unless it is approved at a meeting
of the Board of Directors of which full minutes and records shall be made and
kept in a proper form; the exact nature and extent of the interest of such
director must be disclosed at any such meeting, and if the interested
director votes, her vote shall not be counted; Bylaw
No. 7 – Executive Committee 7.01 There
shall be an executive committee composed of five (5) directors who shall be
appointed by the Board of Directors. The executive committee shall exercise
such powers as are authorized by the Board of Directors. Any executive
committee member may be removed by a majority vote of the Board of Directors.
Executive committee members shall receive no remuneration for serving as
such, but may be entitled to reasonable expenses incurred in the exercise of
their duty if such monies are available with prior approval from the
Executive. 7.02 Meetings
of the executive committee shall be held at any time and place to be
determined by the members of such committee provided that forty-eight (48)
hours notice of such meeting shall be given to each member of the committee.
Three (3) members of such committee shall constitute a quorum. No error or
omission in giving notice of any meeting of the executive committee or any
adjourned meeting of the executive committee of the corporation shall
invalidate such meeting or make void any proceedings taken thereat and any
member of such committee may at any time waive notice of any such meeting and
may ratify, approve and confirm any or all proceedings taken or had thereat. 7.03 The
minutes of the Board of Directors or the minutes of committee meetings 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. The minutes of the Executive Committee shall not be available
to the general membership, but shall be available to the Board of Directors. 7.04 The
officers of the Corporation shall be a President, Vice-President, Secretary,
Treasurer and members at large as the Board of Directors may be bylaw
determine. Any two offices may be held by the same person. 7.05 The
President shall be elected by the Board of Directors. Officers other than
President 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 the members. 7.06 The
officers of the Corporation shall hold office for two (2) years from the date
of the appointment or election or until their successors are elected or
appointed in their stead. Officers shall be subject to removal by resolution
of the Board of Directors at any time. 7.07 All
officers shall be directors of the Corporation and they shall cease to be
officers if they cease to be directors. 7.08 The
President shall be the chief executive officer of the Corporation. She shall
preside at all meetings of the Corporation and of the Board of Directors. She
shall have the general and active management of the affairs of the
Corporation. She shall see that all orders and resolutions of the Board of
Directors are carried into effect. 7.09 The
Vice-President shall, in the absence or disability of the 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 her by the Board of
Directors. 7.10 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 monies, securities and
other valuable effects in the name and to the credit of the Corporation 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. She 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 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. She shall also perform such other duties as may from time
to time be directed by the Board of Directors. 7.11 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. She 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 President, under whose supervision he/she shall be. She shall be custodian
of the seal or seals of the Corporation, which she 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. 7.12 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. 7.13 Contracts,
documents or any instruments in writing requiring the signature of the
Corporation, shall be signed by any two officers and 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 and 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. Bylaw
No. 8 - Meetings of Members 8.01 The
first general meeting of members shall be held as soon as practicable after
incorporation. Thereafter, general meetings of the membership shall be held
at such time and place as the executive shall determine. 8.02 The
Corporation shall hold an Annual General Meeting within three months after
the end of each fiscal year as determined by the Board of Directors. Such
meeting shall receive the reports of the executive on the affairs of the
Corporation, a balance sheet and account of income and expenditures and a
financial report all for the preceding year and shall elect a new executive
and transact business. 8.03 Notice
of any meeting shall be given to the members either personally or in writing
but non-receipt of such notice by any member shall not invalidate the
proceedings at any meeting of the Corporation. 8.04 Each
member shall be entitled to one vote at meetings of the membership. 8.05 The
quorum required for any meeting of the membership shall be 25% of the general
membership of those members entitled to vote, including 60% of the board
membership. Informational meetings where no official business is decided are
excluded. (Amended 8.06 Each
member present at a meeting shall have the right to exercise one vote. 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 member of the corporation. 8.07 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 members. 9.01 The
books, accounts and records of the Corporation shall be audited at the end of
each fiscal year (December 31st) by a chartered accountant
appointed for that purpose at the annual general meeting. Such auditor at the
next annual general meeting of the Corporation shall submit an audited
financial statement of the previous year. The books and records of the
Corporation after the annual meeting provided for herein or at any time upon
giving reasonable notice and arranging a time satisfactory to the officers or
officers having charge of same. Each member of the Board shall at all times
have access to such books and records. (Amended 9.02 The
members shall at each annual meeting appoint an external chartered accountant
to audit the accounts of the corporation for report to the members at the
next annual meeting. The auditor shall hold office until the next annual
meeting. The auditor may not be a director, officer, or employee of the
Corporation or of an affiliated corporation, or associated with that
director, officer or employee. The remuneration of the auditor shall be fixed
by the Board of Directors. (Amended Bylaw
No. 10 - Books and Records 10.01 The
directors shall see that all necessary books and records of the Corporation
required by the bylaws of the Corporation or by any applicable statute or law
are regularly and properly kept. 11.01 The
fiscal year-end of the Corporation shall be December 31st in each
year. (Amended Bylaw
No. 12 - Borrowing Powers 12.01 For
the purposes of carrying out its objects, the Corporation may borrow or raise
or secure the payment of money in such manner as it deems fit, and in
particular by the issue of promissory notes, debentures, mortgages, and the
like, but this power shall be exercised only under the authority of the
Corporation and in case shall debentures be issued without the sanction of
any extraordinary resolution of the Corporation passed at a duly constituted
meeting of the regular members. Bylaw
No. 13 - Amendments to Bylaws 13.01 Any
bylaw may be repealed or amended by a bylaw passed by a majority of not less
than 66% of the regular members entitled to vote and are present in person at
a general meeting with a month's notice in writing specifying the intention
to propose the repeal or the amendment of the bylaws has been duly given. Bylaw
No. 14 - Dissolution and Winding Up 14.01 The
net profit of the Corporation shall be expended in the operation of the
Corporation and in the event of a winding-up or other dissolution of the
Corporation, there shall not be any distribution of any kind among members,
but the funds of the Corporation shall be applied to some one or more
charitable organizations within the community agreed to by the membership. Bylaw
No. 15 - Interpretations 15.01 In
these bylaws and all other bylaws and all resolutions of the
Corporation, unless a contrary intention is expressed, words importing the
singular number only shall include the plural word and vice-versa; words
importing the masculine gender shall include the feminine and neuter genders
and vice-versa. |
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