Board of Directors
Patent & By-laws
Province of Quebec
Elizabeth the Second, by the grace of God of the United kingdom, Canada and Her othe realm and territories, Queen, Head of the Comonwealth, Defender of the Faith.
To whom the present lettered may concern or who may see them,
WHEREAS Part Three of the Companies Act Provide that the Lieutenent-Governor may, by Letters Patent issued under the Great Sea, grant to three or more persons, petitioning therefor, a charter constituting them a corporation for objects of a national, patriotic, religious, philanthropic, charitable, scientific, artistic, social, professional or sporting character, or the like, but without pecuniary gain;
WHEREAS the persons hereinafter designated have filed a petition praying for a charter constituting them a body corporate and politic for the purposes hereinunder described;
WHEREAS these persons have complied with the conditions precedent to the granting of the desired charter, and the objects of the undertaking of the proposed company are amongst those for which the Lieutenant-Governor may grant a charter under Part Three of the Companies Act;
NOW KNOW YE that We have, in virtue of the powers conferred upon Us by Part Three of the Companies Act, constituted and these Letters Patent do constitute the following persons, to wit:
Larry Dobby, engineer, of Pointe-Claire, David R. McFall, of Montreal, Guy Dumas, of Salaberry-de-Valleyfield, both technicians, and others who have become subscribers to the memorandum of agreement and any others who thereafter become members of the corporation for the following purpose:
To encourage, promote and develop interest in, and knowledge of, modern radio communication between amateur stations, with a personal aim without pecuniary interest and good operating practices associated therewith, also the installation and operation of such equipment in the Wertern Quebec for the common good of Amateur Radio and the public in general:
To complement and co-operate closely with other existing organizations;
Acquire, lease, exchange and hold an immoveable or moveable property for the purposes of the corporation, and dispose of the same by sale, or otherwise;
To print and publish books and bulletins to promote and develop the interest of the public modern technique of communication;
For the purpose of the corporation, collect money by public souscription, gouvernemental grants or by any otherwise;
Establish and operate a communication center;
The corporate name of the corporation is
The head office of the corporation is at Rigaud in the District of Beauharnois in Our said Province.
The amount to which the value of the immoveable property which the corporation may hold or possess is to be limited, is seventy-five thousand dollars ($75,000.00).
The following person are named provisional directors of the corporation to wit: The Applicants.
INTESTIMONY WHEREOF, We have caused these Our Letters to be made Patent, and the Great Seal of Our Province to be thereunto affixed; Witness: Our Trusty and Well-Beloved the Honourable ANDRE TASCHEREAU, LL.D, D.C.L., Justice of the Court of Queen's Bench, Administrator of the Government of the Province of Quebec, represented by Mr. Jacques Premont, QC, in conformity with the Companies Act, Revised Statutes, 1964, Chapter 271.
Given at Our Government House in Quebec, this fourth day of March in the year of Grace one thousand nine hundred and sixty-nine and of Our Reign the eighteen.
Duputy Minister of Financial Institutions
Companies and Corperatives
Assistant Provincial Secretary
Recorded this 25th of March, 1969
Deputy Provincial Registrar
BY LAW #1
GENERAL RULES AND REGULATIONS
1. NAME OF THE CORPORATION - The name of the corporation is VE2RM Inc.
2. HEAD OFFICE - The head office shall be Rigaud, or any other place that the members may decide from time to time.
3. MEMBERSHIP -
- Application - All persons interested in amateur radio communication shall be eligible for membership. All candidates for membership shall apply in writing, and each application shall be accompanied by payment in full of the membership fee then in force. Such application shall be submitted to the Board of Directors who may approve or refuse it.
The Board of Directors may from time to time appoint such persons as they deem worthy by reason of their contributions to amateur radio or otherwise, as honorary members of the corporation. An honorary member shall enjoy all the rights, privileges and benefits of a regular member, but shall not be required to pay dues.
- Resignation - All resignations must be submitted in writing to the Secretary.
- Dues - The corporation shall, at its Annual General Meeting, establish such membership dues as are deemed necessary for the proper conduct of the business of the corporation within its objects, for the ensuing year. If no resolution has been passed at such meeting, dues shall continue at the level last fixed at a Annual General Meeting.
- Cessation of membership for nonpayment of dues - Membership shall cease automatically of member who has failed to pay his annual dues on or before the annual meeting immediately following the calendar dues year.
- Suspension & expulsion - If any memberbe guilty of conduct which, in the opinion of the Directors, or a member who shall certify the same in writing, is detrimental to the character or interests of the Club, the directors shall such member to appear before the Board to explain his conduct, and if such member neglect to appear before the Board, or, having appeared fail to satisfy the Directors, the Directors may suspend or expel such member from the privileges of the Club.
- Complaints - All general complaints shall be made in writing to the Secretary and be signed by the member complaining. The Secretary shall submit such complaints to the Directors at their next meeting and their decision shall be final.
4. MEETINGS - Regular meetings shall be held on dates fixed from time to time by the Board, at such place as the board or the President shall order. Special meetings may be called by the President upon written request of any five(5) club members. Notices shall be sent so that in the ordinary postal delivery they arrive not less than 24 hours before the meeting time.
Notwithstanding the foregoing, the Annual General Meeting of the members of the corporation shall be held on the first Wednesday of March of each year or on such other day as may be fixed by a resolution of the Board of Directors, upon the call of the President or Vice-President and upon 10 days notice in writing to each memberof the corporation to his last known address, to recieve the report of the Directors, the financial report of the corporation and the report of the auditors of the corporation if such have been appointed; to elect directors and to appoint, if deemed advisable, an auditor or auditors for the ensuing year and to tranact the general business of the corporation.
QUORUM - All meeting of the corporation whether annual general, special or regularmeetings, quorum shall be constitutd by the lesser of 25% of the membership or 12 persons personally present.
Voting at all meetings shall be by show of hands, unless a vote ballot is demanded by any member present. In case of an equality of votes, the President shall be entitled to give the casting vote. There will be no votes by proxy or by mail.
5. BOARD OF DIRECTORS - The management and directors of the corporation shall be vested in a Board of Directors consisting of eight (8) members in good standing, who must be licensed radio amateurs and who shall be elected yearly at the Annual General Meeting.
6. NOMINATIONS - Any member may nominate in writing, another member of the club in good standing for the position of director. Such noimations should indicate the consent of the nominated person. Nomination notices should reach the Secretary ten (10) days prior to the commencement of the Annual General Meeting. Nominees and Proposers shall be members in good standing as of the time of nomination. If less than eight(8) nominations are recieved prior to the start of the meeting, those nominations shall be deemed to be elected by acclamation and nominations may be made from the floor to fill the remainig positions. If no nomination is made from the floor, then the directors may at their next meeting appoint a member or members in good standing to fill the vacancy or vacancies on the board.
7. TERM AND VACANIES - The term of office of a Director shall be one (1) year. five Directors shall form a quorm at Board meetings. If the office of a member of the Board of Directors shall be or become vacant by reason of death, resignation, disqualification or otherwise, the remaining members of the Board, even though less than a quorm, by a majority vote to elect or appoint a member of the corporation to fill such vacancy for the balance of the currect year or until the next Annual General Meeting of the corporation, at which an election of the members of the Board shall take place.
8. POWERS OF DIRECTORS - The Directors of the corporation shall administer and manage the affairs of the corporation in all respects, with full power and authority therefore, and may from time to time appoint such committees and sub-committees from amongst the members of the Board or membership at large at the Board's discretion and may delegate to or vest the same with such powers as may be deemed advisable.
In addition to the powers and authority by these by-laws expressly conferred upon them the Board of Directors may exercise all such powers of the corporation and do all such lawful acts and things as are not by statue or these by-laws required to be exercised or done by the members of the corporation at general meetings.
Without prejudice to the general powersabove mentioned and the other powers otherwise conferredby statur, by the letters Patent of the corporation and by other by-laws, it is hereby expressly provided that the Board of Directors shall have the following powers, that is to say:
To purchase or otherwise acquire for the corporation any property, rights, privileges, stock, bonds, debentures or other securities which the corporation is authorized to acquire, at such price or consideration and generally on such terms and conditions as they think fit.
To borrow money upon the credit of the corporation;
To issue bonds or debentures and pledge or sell the same for such sums and at prices as may be deemed expendient;
To hypothecate or mortgage the immoveable property, or give all such guarantees, to secure the payment of loans made otherwise than by the issue of bonds or debentures, as well as the payment or performsnce of any other debt, contract or obligation of the corporation.
At their discretion to pay for any property, rights, privileges, stock, bonds, debenture, or any other securities owned by the corporation.
To sell, lease or otherwise dispose of any property, real or personal, assets, interest or effects of the corporation for such price or consideration and generally on such terms and conditions as the Board of Directors may think fit.
To appoint any person or corporation to accept and hold in trust for the corporation any property belonging to the corporation or in which it is interested or for any other purpose, and execute and do all such deeds and things as may be requisite in relation to any such trust.
To authorize and to determine who shall, in the name and on behalf of the corporation, draw, accept, make, endorse, sign or otherwise execute and deliver the bills of exchange, cheques, promissory notes, or ther securities or undertakings for the payment of money.
The Board of Directors may from time to time make such rules and regulations as they deem desirable and in the interest of the corporation and of its members.
9. OFFICERS -
The Board of Directors at their first meeting after the Annual General Meeting in each year shall amongst themselves elect a President, Vice-President, Treasurer and Secretary. One person may combine two offices.
The Board may, from time to time appoint such honorary officers as it deems advisable in the interest of the corporation from among the regular members or honorary members, such appointments reflecting special or unusal services rendered to the corporation and/or the amateur radio community.
The Directors shall have the power from time to time to deal by resolution of the Board with all questions arising in regard to appointments, functions, duties and removal of all officers, agents or servants of the corporation and their remuneration, and the conduct in all other particulars of the affairs of the corporation.
Any Directors holding office to which he is appointed by the Board of Directors shall not be eligible to such office for more than two years in seccession, unless approved by the members at the Annual General Meeting or a Special General Meeting.
10. DUTIES OF OFFICERS
The President shall preside at all meetings of this club, and conduct the same according to the rules adopted. He shall enforce dur observance of this Constitution and By-Laws; decide all questions of order; sign all official documents that are adopted by the club, and none other, and perform all other customary duties pertaining to the office of president.
The Vice-President shall assume all the duties of the President in the absence of the latter.
The Secretary shall keep a record of all the proceedings of all meetings, keep a roll of members, submit applications of membership, carry on all correspondance, read communications at each meeting, and mail written meeting notices to each member. He shall at the expiration of his term turn over all items belonging to the club to his successor.
shall discharge his duties faithfully and may be required to give a bond for their faithful discharge to sum and with such sureties as the Board of Directors shall determine.
Have charge and custody of and be responsible for all funds, securities, books, vouchers and papers of the corporation, except such as are under the control of the Secretary, and deposit all such funds and securities in the name of the corporation in such bank, trust company or other depostairies as may be elected by the directors of the corporation.
Submit at each meeting of the Directors a cash statement showing receipts and disbursements and such information and such information relative to the financial position of the corporation as the Directors may from time to time determine, if so required by a Director.
Render a detailed written report of the conditions of the finances of the corporation at the regular meeting of the Board of Directors preceding the Annual General Meeting , and render such reports audited or otherwise as the Board of Directors may require from time to time.
Recieve and give receipts for moneys due and payable to the corporation from any source wharsoever.
Pay no bills without proper authorization of the Board of Diectors or of any two(2) of the President, Vice-President or the Secretary, acting as a business committee of the corporation.
In general, perform all the duties incidental to the office of Treasurer and such other duties as may be assigned to him from time to time by the Board of Directors, and expiration of his term turn over everything in his possession belonging to the club to his successor.
11. MEMBERSHIP ASSISTANCE - The officers of the corporation or the duly appointed committees, and without limitation thereto, through designated interference, public relations and operating committees may provide technical advice and assistance to members concerning equipment design and operation in order to assist in compliance with all requirements of the Radio Act and Regulations, and good operating practices by way of maintenance of correct frequency, clean sighnals, uniform practice and absence of spurious rediations from their radio stations; it shall formulate adequate plans for the disposition of any interferance to other radio services or individuals where where reported, as caused by any amateur station operation in the area of the corporation's jurisdiction. The corporation should also maintain a program to foster public service and good relations with the public at large, and make its repeater facilities available for such purposes.
12. AMEMDMENTS - The Board of Directors may from time to time make further by-laws for the regulation and management of the business and affairs of the corporation and may likewise from time to time repeal or amend the present by-laws which shall then require the approval of two-thirds (2/3) of the members present at an Annual General Meeting or Special General Meeting called for the purpose of considering such amendments, and following due notice as provided elsewhere in these By-Laws.
Agreed to by the Directors of corporation on February 1, 1983
Unanimously approved by a quorum of members present at the
Annual General Meeting March 2, 1983
Michael Johl VE2APT,
Director VE2RM Inc
P.O. Box 201