Association of Canadian Ultramarathoners (ACU)
CONTENTS(click a topic to navigate down the page; click your browser's back button to return to the top)
1. NAME OF SOCIETY
2. PURPOSES OF THE SOCIETY ARE
3. LOCATION OF SOCIETY
4. "NON PROFIT" CLAUSE
5. "WINDING UP" CLAUSE
Part 1 - Interpretation
Part 2 - Membership
Part 3 - Meetings of Members and Notices
Part 4 - Proceedings at Biennial General Meetings
Part 5 - Directors and Officers
Part 6 - Proceedings of Directors
Part 7 - Duties of Officers
Part 8 - Seal
Part 9 - Borrowing Powers
Part 10 - Auditor
Part 11 - Notices to Members
The name of the Society is: Association of Canadian Ultramarathoners (ACU)
(1) To increase the general awareness of ultramarathoning in the Canadian athletic community, and to improve the understanding of the sport among the public and the media.
(2) To promote good sportsmanship and to encourage safe participation in ultramarathon events by runners of all abilities.
(3) To promote race standards in keeping with the requirements of the International Association of Ultrarunners, the International Amateur Athletics Federation and Athletics Canada.
(4) To act as an advisory body to Athletics Canada and provincial and territorial athletic governing bodies.
(5) To establish and maintain links with international ultramarathon organizations, in particular the International Association of Ultrarunners.
(6) To encourage and promote record-keeping standards in keeping with those maintained by the IAU, the IAAF and Athletics Canada.
The operations of the Society are to be carried on in the Country of Canada with the office located in the province of the president. This provision is unalterable.
The objectives of the Society shall be carried out without purpose of gain for its members, and any profits or other accretions to the Society shall be used for promoting its objectives. This provision is unalterable.
If upon winding up or dissolution of the Society, there remains after the satisfaction of all its debts and liabilities any property whatsoever, that property shall not be paid to or distributed among its members, but shall be given or transferred to some other Canadian charitable organization having similar objectives, provided that the organization is a charitable one within the meaning of the Canada Income Tax Act for the time being in force. The receiving organization shall be determined by the majority of members attending the meeting set to wind up the Society. This provision is unalterable.
Here set forth in numbered clauses are the Bylaws providing for the matters referred to in Section 6 (1) of the Society Act, and any other Bylaws of the Association of Canadian Ultramarathoners:
1. (1) In these Bylaws, unless the context otherwise requires:
(a) "Directors" means directors of the Society for the time being;
(b) "Society Act" means the Society Act of the Province of British Columbia from time to time in force and all amendments to it; and
(c) "Registered Address" of a member means his address as recorded in the register of members.
(2) The definitions of the Society Act on the date these Bylaws become effective apply to these Bylaws.
2. Words importing to the singular include the plural and vice versa, and words importing a male person include a female person and a corporation.
3. The members of the Society are the applicants for incorporation of the Society, and those persons who subsequently have become members, in accordance with those Bylaws and, in ether case, have not ceased to be members.
4. A person may become a member of the Society by agreeing to abide by the Constitution and Bylaws, and by paying dues to the Treasurer. Membership becomes effective upon approval by the executive.
5. There shall be three classes of membership:
(a) ACTIVE MEMBER
Shall have all rights, privileges and duties of the Society. Active members shall be 19 years of age or older. Persons younger than 19 years of age may become active members if approval in writing is granted by a parent or guardian.
(b) HONOURARY MEMBER
Shall have rights and privileges in an advisory capacity only and shall not be entitled to vote at any meeting of the Society.
c) ASSOCIATE MEMBER
Shall be reserved for organizations with similar objectives to that of the Society and shall have rights and privileges in an advisory capacity only, and shall not be entitled to vote at any meeting of the Society.
6. A person shall cease to be a member of the Society:
(a) by delivering his resignation in writing to the Secretary of the Society or by mailing or delivering it to the address of the Society but will be liable for all dues and assessments outstanding;
(b) on his death or in the case of a corporation on dissolution
(c) on being expelled; or
(d) on having been a member not in good standing for 12 consecutive months.
7. (1) All members are in good standing except a member who has failed to pay his current annual membership fee or any other subscription or debt due and owing by him to the Society and he is not in good standing so long as the debt remains unpaid.
(2) The amount of the first annual membership dues shall be determined by the Directors and after that the annual membership dues shall be determined at the biennial general meeting of the Society.
8. The Society may, by vote of two-thirds (2/3) of those present at a meeting of the Society called for that purpose, expel or suspend any member whose conduct is dishonourable and not within the Constitution or Bylaws of the Society. This provision is subject to the requirements of Bylaw No. 16 (3).
9. Members shall not be expelled or suspended without being notified of the charge or complaint against them or without being given the opportunity to be heard by the Society at a meeting called for that purpose.
10. General meetings of the Society shall be held at the time and place that the Directors decide. Due to the wide range of geographic locations of Society members, significant business of the business may be conducted by telephone, e-mail, in writing or by fax communication.
11. Any general meeting, other than a general meeting, is an extraordinary general meeting.
12. The Directors may, when they deem necessary, convene an extraordinary general meeting.
13. (1) Notice of a general meeting shall specify the place, day and hour of the meeting, and, in case of special business, the general nature of that business.
(2) The accidental omission to give notice of a meeting to, or the non-receipt of a notice by, any of the members entitled to receive notice does not invalidate proceedings at that meeting.
14. (1) The first biennial general meeting of the Society shall be held not more than 15 months after the date of incorporation and after that a biennial general meeting shall be held every two calendar years and not more than 27 months after the holding of the last preceding biennial general meeting.
(a) The Board of Directors of the ACU shall include a President, Vice-President and Secretary-Treasurer to be elected by the members.
(b) Elections shall be held for President, Vice-President and Secretary-Treasurer every two years.
(c) The elected executive members of the ACU may appoint regional directors representing Atlantic Canada, Quebec, Ontario, the Prairies, British Columbia and the Arctic, assigning such duties as may be appropriate in keeping with the purposes of the ACU as outlined in Section 2.
(c) Other directors, including a Technical Director and Statisticians, may be appointed at the discretion of the executive.
(2) Prior to the biennial general meeting, the Executive shall appoint a nominating committee consisting of not less than three members. The nominating committee shall nominate sufficient members to provide a full slate of officers.
(3) The consent of nominees shall be obtained by the nominating committee before such names are announced.
(4) Elections for the offices of President, Vice-President and Secretary-Treasurer shall be conducted by mailed secret ballot by members in good standing, such ballots to be opened and counted by scrutineers appointed at the biennial general meeting of the ACU.
(5) Nominations must be called at least two months prior to the biennial general meeting and must close not less than one month prior to the meeting in order that candidates for office may be announced and ballots mailed, allowing reasonable and sufficient time for them to be returned and counted at the general meeting.
15. Special business is:
(a) all business at an extraordinary general meeting except the adoption of the rules of order;
(b) all business transacted at a biennial general meeting, except:
(i) the adoption of the rules of order
(ii) the consideration of the financial statements;
(iii) the report of the Directors;
(iv) the report of the auditor, if any;
(v) the election of officers;
(vi) the appointment of the auditor, as required and;
(vii) the other business that, under these Bylaws, ought to be transacted at a biennial general meeting, or business which is brought under consideration by the report of the Directors issued with the notice convening the meeting.
16. (1) No business, other than the election of a chairman and the adjournment or termination of the meeting, shall be conducted at a general meeting at a time when a quorum is not present.
(2) If at any time during a general meeting there ceases to be a quorum present, business then in progress shall be suspended until there is a quorum present or until the meeting is adjourned or terminated.
(3) A quorum is three (3) members present or a greater number that the members may determine at a general meeting.
17. If within 30 minutes from the time appointed for a general meeting a quorum is not present, the meeting, if convened on the requisition of members, shall be terminated but in any other case, it shall be adjourned to the same day in the next week, at the same time and place, and if, at the adjourned meeting, a quorum is not present within 30 minutes from the time appointed for the meeting, the members present constitute a quorum.
18. Subject to Bylaw 19, the President of the Society, the Vice President or, in the absence of both, one of the other Directors present, shall preside as chairman of a general meeting.
19. If at a general meeting:
(a) there is no President, Vice President or other Director present within 15 minutes after the time appointed for holding the meeting; or
(b) the President and all other Directors present are unwilling to act as chairman, members present shall choose one of their number to be chairman.
20. (1) A general meeting may be adjourned from time to time and from place to place, but no business shall be transacted at an adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
(2) When a meeting is adjourned for 10 days or more, notice of the adjourned meeting shall be given as in the case of the original meeting.
(3) Except as provided in this Bylaw, it is not necessary to give notice of an adjournment or of the business to be transacted at an adjourned general meeting.
21. (1) No resolution proposed at a meeting need be seconded and the chairman of a meeting may move or propose a resolution.
(2) In case of an equality of votes, the chairman shall not have a casting or second vote in addition to the vote to which he may be entitled as a member and the proposed resolution shall not pass.
22. (1) A member in good standing present at a meeting of members is entitled to one vote.
(2) Voting is by show of hands or by written proxy.
(3) Voting by written proxy is permitted due to the numerous geographic locations of the Board of Directors and members.
23. A corporate member may vote by its authorized representative, who is entitled to speak and vote, and in all other respects exercise the fights of a member, and that representative shall be reckoned as a member for all purposes with respect to a meeting of the Society
24. (1) The management and administration of the affairs of the Society shall be invested in the Board of Directors or Executive, which includes includes the President, Vice-President and Secretary-Treasurer.
(2) The Board of Directors may exercise all powers and do all the acts and things that the Society may exercise and do, and which are not by these Bylaws or by statute or otherwise lawfully directed or required to be exercised or done by the Society in general meeting, but subject, nevertheless to:
(a) all laws affecting the Society:
(b) these Bylaws: and
(c) notes, not being inconsistent with these Bylaws, which are made from time to time by the Society in general meeting.
(3) No rule, made by the Society in general meeting, invalidates a prior act of the Directors that would have been valid if that rule had not been made.
25. (1) The President, Vice President, and Secretary-Treasurer and one or more other persons shall be the Directors of the Society.
(2) The number of Directors shall be the number of Executive members and any greater number determined from time to time at a general meeting.
26. (1) The Directors shall retire from office at each biennial general meeting when their successors shall be elected. Any Director may be reselected for a further term or terms.
(2) Separate elections shall be held for each office to be filled.
(3) An election may be by acclamation.
(4) If no successor is elected, the person previously elected or appointed continues to hold office.
27. (1) The Directors may at any time appoint a member as a Director to fill a vacancy in the Directors.
(2) A Director so appointed holds office only until the conclusion of the meeting following the biennial general meeting of the Society, but is eligible for reselection.
28. (1) If a Director resigns his office or otherwise ceases to hold office, the remaining Directors shall appoint a member to take the place of the former Director.
(2) No act or proceeding of the Directors is invalid only by reason of there being less than the prescribed number of Directors in office.
29. The members may, by special resolution, remove a Director before the expiration of his term of office, and may elect a successor to complete the term of office.
30. No Director shall be remunerated for being or acting as a Director but a Director may be reimbursed for all expenses necessary and reasonable incurred by him while engaged in the affairs of the Society.
(1) The Directors may meet together at the places they deem appropriate to dispatch business, adjourn and otherwise regulate their meetings and proceedings, as they see fit.
(2) The Directors may from time to time fix the quorum necessary to transact business, and unless so fixed the quorum shall be a majority of the Directors then in office.
(3) The President shall be chairman of all meetings of the Directors, but if at a meeting the President is not present within 30 minutes after the time appointed for holding the meeting, the Vice President shall act as the chairman, but if neither is present, the Directors present may choose one of their number to be chairman at that meeting.
(4) A Director may at any time, and the Secretary on the request of a Director shall, convene a meeting of the Directors.
32. (1) The Directors may delegate any, but not all, of their powers to committees consisting of the Director or Directors as they think fit.
(2) A committee so formed in the exercise of the powers so delegated shall conform to any notes imposed on it by the Directors, and shall report every act or thing done in exercise of those powers to the earliest meeting of the Directors to be held next after it has been done.
33. A committee shall elect a chairman of its meetings, but if no chairman is elected, or if at a meeting the chairman is not present within 30 minutes after the time appointed for holding the meeting, the Directors present who are members of the committee shall chose one of their number to be chairman of the meeting.
34. The members of a committee may meet and adjourn as they think proper.
35. For a first meeting of Directors held immediately following the appointment or election of a Director or Directors at a biennial or other general meeting of members, or for a meeting of the Directors at which a Director is appointed to fill a vacancy in the Directors, it is not necessary to give notice of the meeting to the newly elected or appointed Director or Directors for the meeting to be constituted, if a quorum of the Directors is present.
36. A Director who may be absent temporarily from Canada may send or deliver to the address of the Society a waiver of notice, which may be by letter, telegram, telex, cable, e-mail or fax, of any meeting of the Directors and may at any time withdraw the waiver, and until the waiver is withdrawn:
(a) no notice of meeting of Directors shall be sent to that Director; and
(b) any and all meetings of the Directors of the Society, notice of which has not been given to that Director shall, if a quorum of the Directors is present, be valid and effective.
37. (1) Questions arising at a meeting of the Directors and committee of Directors shall be decided by a majority of votes.
(2) in case of an equality of votes, the chairman does not have a second or casting vote.
38. No resolution proposed at a meeting of Directors or committee of Directors need be seconded and the chairman of the meeting may move or propose a resolution.
39. A resolution in writing, signed by all the Directors and placed with the minutes of the Directors, is as valid and effective as a regularly passed at a meeting of Directors
40. (1) The President shall preside at all meetings of the Society and of the Directors.
(2) The President is the chief executive officer of the Society and shall supervise the other officers in the execution of their duties.
41. The Vice President shall carry out the duties of President in his absence.
42. The Secretary shall:
(a) conduct the correspondence of the Society;
(b) issue notices of meetings of the Society and Directors;
(c) keep minutes of all meetings of the Society and Directors;
(d) have custody of all records and documents of the Society except those required to be kept by the Treasurer;
(e) have custody of the common seal of the Society; and
(f) maintain the register of members
43. The Treasurer shall:
(a) keep the financial records, including books of account, necessary to comply with the Society Act, and
(b) render financial statements to the Directors, members and others when required.
44. (1) The offices of Secretary and Treasurer may be held by one person who shall be known as the Secretary Treasurer.
45. Signing authority to authorize expenditures by the Society shall require two signatures, that of the Treasurer and the President or, in the absence of the President, the Vice-President.
46. In the absence of the Secretary from a meeting, the Directors shall appoint another person to act as Secretary at the meeting.
47. The Directors may provide a common seal for the Society and may destroy a seal and substitute a new seal in its place.
48. The common seal shall be affixed only when authorized by a resolution of the Directors and then only in the presence of the persons prescribed in the resolution, or if no persons are prescribed, in the presence of the President and Secretary or President and Secretary Treasurer.
49. In order to carry out the purposes of the Society the Directors may, on behalf of and in the name of the Society, raise or secure the payment or repayment of money in the matter they decide, and, in particular but without limiting the foregoing, by the issue of debentures.
50. No debenture shall be issued without the sanction of a special resolution at a general meeting.
51. The members may by special resolution restrict the borrowing powers of the Directors, but a restriction imposed expires at the next biennial general meeting
52. This part applies only where the Society is required or has resolved to have an auditor.
53. The first auditor shall be appointed by the Directors who shall also fill all vacancies occurring in the office of auditor.
54. At each biennial general meeting the Society shall appoint an auditor to hold office until he is re-elected or his successor is elected at the next biennial general meeting.
55. An auditor may be removed by ordinary resolution.
56. An auditor shall be promptly informed in writing of appointment or removal.
57. No Director and no employee of the Society shall be auditor.
58. The auditor may attend general meetings.
59. A notice may be given to a member, either personally or by mail to him at his registered address.
60. A notice sent by mail shall be deemed to have been given on the second day following that on which the notice is posted, and in proving that notice has been given, it is sufficient to prove the notice was properly addressed and put in a Canadian post office receptacle.
61. (1) Notice of a general meeting shall be given to:
(a) every member shown on the register of members on the day the notice is given; and
(b) the auditor, if Part 10 applies.
(2) No other person is entitled to receive a notice of general meeting.
62. On being admitted to membership, each member is entitled to, and the Society shall give him, without charge, a current copy of the Constitution and Bylaws of the Society.
63. These Bylaws shall not be altered or added to except by special resolution