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The goal of the Canadian Linux Users' Exchange is to increase the use and appreciation in Canada of what is known as the Linux computer operating system and Open Source Software, by enhancing association and communication amongst its developers, users, suppliers, and the general public.
The seal of the Corporation shall be in such form as shall be prescribed by the provisional directors of the Corporation and shall have the words "Canadian Linux Users' Exchange".
Members of the company shall be the respective applicants for the incorporation of the company until their resignations have been accepted, and such other qualified persons as shall be elected as members from time to time by a majority of the votes cast by the members present or represented by proxy at any duly constituted meeting of the members
The secretary shall maintain a membership role containing the names and addresses of all members of the company.
The head office of the Corporation shall be located in the Regional Municipality of Peel, in the Province of Ontario, at the place therein where the business of the Corporation may from time to time be carried on.
The Corporation may establish such other offices and agencies elsewhere within Canada as the board of directors by resolution may deem expedient.
"Board of Directors"
The property and business of the Corporation shall be managed by a board of ten directors of whom six shall constitute a quorum. This board shall consist of the Corporation's officers, which are to comprise:
- A President
- A Treasurer
- A Secretary
In addition to said officers, the Board will comprise seven "at-large" directors.
The applicants for incorporation shall become the first or provisional directors of the Corporation.
“Vacancies on Board”
In case of a vacancy or vacancies occurring on the board through death, resignation, removal or other cause, the board of directors shall appoint another member as a director, and any director so appointed shall hold office until the next following annual general election of the directors of the company takes place.
“Qualifications of Directors”
Each director during his tenure of office shall be a member of the company.
“Term of Office of Directors”
The directors' term of office shall be for one year from the annual general meeting at which they are elected or until their successors are elected. A person appointed to fill a vacancy on the board shall hold office for the balance of the unexpired term of the board.
“Election and Retirement of Directors”
Directors shall be elected at any annual meeting; the whole board shall retire at the annual meeting at which directors are to be elected, but each director shall be eligible for re-election if otherwise qualified; a retiring director shall retain office until the dissolution or adjournment of the meeting at which his successor is elected.
The office of any member of the Board shall be automatically vacated:
- if a director shall resign his office by delivering a written resignation to the secretary of the Corporation;
- if he is suspended from membership as described above;
- if he is found to be a lunatic or become of unsound mind;
- if he becomes bankrupt or suspends payment or compounds with his creditors;
- if, at a special general meeting of members, a resolution is passed by
seventy-five percent of the members present at the meeting that he be removed from office;
- on death.
No more than two directors or officers may be employed or primarily contracted by the same company. In the case that an officer or director changes becomes employed or primarily contracted by a company already represented by two other positions on the Board, that person must vacate the Board position within 30 (thirty) days of such change taking place.
Provided there shall be at least one (1) meeting per year of the board of directors, meetings of the board of directors may be held at any time and place to be determined by the directors seven (7) days' notice of each such meeting shall be sent in writing or by secure electronic mail to each director. 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 there, and any director may at any time waive notice of such meeting and may ratify, approve and confirm any or all proceedings taken or had .
A director may, if a majority of the other directors consent, participate in a meeting of directors or of a committee of directors by means of such telephone, Internet Relay Chat, or other communications facilities as permit all persons participating in the meeting to communicate with each other, and a director participating in such a meeting by such means is deemed to be present at that meeting. The chairperson of the meeting will address the security concerns raised with respect to employment of other communications facilities which permit persons to participate in a meeting.
Officers of the Corporation may receive compensation by resolution of the Board, providing the affected Officer does not participate in any votes regarding of such resolutions.
Furthermore, 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.
Beyond such specific compensation, and the repayment of expenses incurred in the performance of authorized duties, no director shall directly or indirectly receive any profit
from his position as such.
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 or appointed.
"Indemnities to Directors and Others"
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 out of the funds of the Corporation, from and against:
- all costs, charges and expenses whatsoever 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, 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; and 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 wilful neglect or default.
"Powers of Directors"
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 other powers and do all such other acts and things as the Corporation is by its charter or otherwise authorized to exercise and do.
The directors shall have the 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 available for the benefit of promoting the interest of the Canadian Linux Users' Exchange in accordance with such terms as the board of directors may prescribe.
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.
"Duties of Officers"
The President shall be the chief executive officer of the Corporation. He shall chair all meetings of the members Corporation and of the board of directors and, in the event of a tie vote, shall have a casting vote. He shall supervise the implementation of resolutions by the Board.
The Treasurer shall have the custody of the funds and securities of the Corporation, shall keep full and accurate accounts of all assets, liabilities, receipts and disbursements of the Corporation, and shall supervise all of the Corporation's monetary transactions in accordance with policies and directions made by the Board. The Treasurer will also ensure than any necessary auditing or review of the Corporations finances, as required by law or requested by the Board, be carried out appropriately.
The Secretary shall have the custody of all legal documents and contracts pertaining to the Corporation, as well as its corporate seal. The Secretary shall ensure that all meetings are held in according to requirements of law and policies set by the Board, as well as maintain records of Board meetings and votes held at such meetings. The Secretary shall also supervise all of the legal services retained by the Corporation.
"Execution of Documents"
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 to authorize employees or contractors to act 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.
"Meetings of Membership"
The annual or any other general meeting of the members 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. Members may be allowed to participate in such meetings by electronic or other methods; providing that their identity can be positively established, such participation shall be considered as full attendance. The chairperson of the meeting will address the security concerns raised with respect to employment of other communications facilities which permit persons to participate in a meeting.
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 elections will be held for vacant positions of Officers and at-large Directors.
At any time, a special meeting of the members of the Corporation may be called by the Board, The President, or by petition signed by fifteen percent (15%) or more of the membership. For this purpose, electronic signatures are permitted providing they may be verified. The Secretary shall ensure that such a meeting is called with 30 days of receipt of such notice.
Fourteen (14) days' prior written notice shall be given to each member of any annual or special general meeting of members. The greater of fifteen percent (15%) of the number of members and 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.
Members may consider and transact any business either special or general at any meeting of the members if written notice is given to the board at least five (5) days prior to the date that notice of the meeting of members is required to be given pursuant to the paragraph above. Such notice shall set out the proposed business and any resolution proposed Upon receipt of such notice, the board shall reproduce and distribute same with the notice of the meeting.
At any meetings of members, a member may vote by attending in person or by written proxy. Any such proxy shall be revocable and require the proxy nominee to vote in accordance with the instructions set out in the proxy.
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 Corporation shall invalidate such meeting or make void any proceedings taken 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 . 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 on the books of the Corporation.
"Minutes of Board of Directors and Executive Committees"
Any general member of the Corporation may inspect the accounting books and records of the Corporation and the minutes of any proceedings of the members and the board and committees of the board on notice at any reasonable time for a purpose reasonably related to such person's interest as a member in such books, records or minutes.
"Voting of Members"
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 bylaws.
Unless otherwise determined by the board of directors, the fiscal year-end of the Corporation shall be 31 December.
The board of directors may appoint committees whose members will hold their offices at the will of the board of directors.
"Amendment of By-Laws"
The by-laws of the Corporation 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 enactment, repeal or amendment of such by-law shall not be enforced or acted upon until the approval of appropriate governmental regulatory agencies has been obtained.
The members shall at each annual meeting appoint a person or firm to audit or review the accounts of the Corporation as required by statute or resolution of the Board. The remuneration for such services shall be determined by the Board.
"Books and Records"
The Secretary 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"
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, failing such confirmation at such annual meeting of members, shall at and from that time cease to have any force and effect.
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