Cat Action Team

“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;

Bylaw No. 1 – Name

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 Prince Edward Island residents about the importance of neutering pets and controlling the population of cats.

Bylaw No. 3 – Head Office

3.01 The head office of the Company shall be 91 Water Street, Charlottetown, in the County of Queens, in the Province of Prince Edward Island, C1A 1A5, or at such other place in the said Province that the directors of the Company may from time to time by resolution fix.

Bylaw No. 4 – Members

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 March 30,2003)

4.05 Members may withdraw from membership by completing a membership withdrawal form, which form shall be provided by the Board of Directors.

Bylaw No. 5 – 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 March 30, 2003)

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 April 3, 2005)

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.

Bylaw No. 9 - Auditors

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 March 30, 2003)

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 March 30, 2003)

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.

Bylaw No. 11 - Fiscal Year

11.01 The fiscal year-end of the Corporation shall be December 31st in each year. (Amended March 30, 2003)

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.

For more information about the Cat Action Team, contact the president.

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