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CQHA is registered with Industry Canada, and has made the five-step transition in compliance with the
new Canada Not-For-Profit Act, as of January, 17th, 2015 when the membership approved the Constitution
and By-Law revisions, as published below, and amended at the 2017 CQHA Annual General Meeting
CORPORATIONS BY-LAW, CORPORATE SEAL
1. The seal, an impression whereof is stamped in the margin of the original document stored at the head office, shall be the seal of the corporation.
2. a) Until changed in accordance with the Act or these bylaws the Head Office of the corporation shall be in the (City-Municipality) of WEYBURN, IN THE PROVINCE OF SASKATCHEWAN.
b) The Directors may by motion at any regular meeting of the Board of Directors at which no less than 85% of the then current voting directors are present designate a new Head Office for the corporation provided that the motion is approved by not less than 75% of the Directors present and eligible to vote on the motion.
CONDITIONS OF MEMBERSHIP
3. Membership in the corporation shall be limited to any person or association interested in furthering the objects of the corporation and shall consist of a person or association whose application for admission as a member has received the approval of the board of directors of the
corporation. A member is in good standing when:
i) the current year’s membership fee and any arrears of membership fees have been duly paid to and received by the Treasurer.
Each member in good standing shall have the right to one vote.
4. There shall be membership fees or dues as directed by the board of directors.
5. Any member may withdraw from the corporation by delivering to the corporation a written resignation and lodging a copy of the same with the secretary of the corporation.
6. Any member may be required to resign by a vote of three quarters (3/4) of the members at an annual meeting.
7. In compliance with a marketing partnership agreement with the American Quarter Horse Association, the CQHA will accept and adopt the findings of the AQHA’s disciplinary procedures with respect to its members, and will similarly disqualify from membership or participation privileges in the group, persons violating AQHA rules and regulations.
8. The annual meeting of the members shall be held within 90 days after the end of the corporation’s fiscal year, in the city where the head office of the corporation is situated or at a location within Canada that the Directors determine.
9. 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 auditors appointed for the ensuing year. The members may consider and transact any business either special or general at any meeting of the members. The board of directors or the president or vice-president shall have power to call, at any time, a general meeting of the members of the corporation. The board of directors shall call a special general meeting of members on written requisition of members carrying not less than 75% of the voting rights. 15 members present in person at a meeting will constitute a quorum.
10. Twenty-one (21) days written notice shall be given to each voting member of any annual or special general meeting of members. Notice of any meeting where special business will be transacted shall contain sufficient information to permit the member to form a reasoned judgment on the decision to be taken. Notice of each meeting of members must remind the member if he has the right to vote by proxy. Each voting 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.
11. A majority of the votes cast by the members present and carrying voting rights shall determine the questions in meetings except where the vote or consent of a greater number of members is required by the Act or these By-laws.
12. 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 thereat 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 thereat. 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.
BOARD OF DIRECTORS
13. The property and business of the corporation shall be managed by a board of directors, comprised of a minimum of 3 and a maximum of 36 total elected or appointed Directors. The number of directors shall be determined from time to time 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 determining the number of directors to be elected to the board of directors. Elected and appointed directors shall be members in good standing.
14. The applicants for incorporation shall become the provisional directors of the corporation whose term of office on the board of directors shall continue until their successors are elected. Prior to the (first) annual meeting of members, the provisional board of directors will develop recommendations for the structure of the (first) board of directors, as well as policies and procedures for electing such directors. At the (first) meeting of the members, directors shall be elected to replace the provisional directors named in the Letters Patent of the corporation.
15. Directors shall serve for a term of 3 years following their election by the members at the annual meeting of members.
16. Notwithstanding any other provisions of these bylaws the office of any director shall be automatically vacated:
a) if at a special general meeting of members, a resolution is passed by 75% of the members present at the meeting that he/she be removed from office;
b) if a director has resigned his office by delivering a written resignation to the secretary of the corporation;
c) if he is found by a court to be of unsound mind;
d) if he becomes bankrupt or insolvent;
e) on death;
provided that if any vacancy shall occur for any reason contained in this paragraph, the board of directors by majority vote, may, by appointment, fill the vacancy with a member in good standing of the corporation.
17. The directors shall serve as such without remuneration and no director shall directly or indirectly receive any profit from his position. A director may be paid reasonable expenses incurred by him in the performance of his duties when those expenses have been approved by the Board of Directors at their meeting. Nothing 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.
18. A retiring director shall remain in office until the dissolution or adjournment of the meeting at which his retirement is accepted.
PROVINCIAL ASSOCIATION DIRECTORS
19. a) The properly constituted Quarter Horse Association of a Canadian Province shall be allowed to appoint one Director to the Corporation on the conditions that:
i) Not less than 75% of the Provincial Associations members in good standing are also members in good standing of this
corporation at July 1 of the current year.
b) Provincial Association Directors shall serve for a term of 3 years provided that:
i) in each year of the term the above condition is satisfied.
ii) their appointment is not canceled or revoked by the Provincial Association which appointed the Director.
iii) they meet all other requirements for being a Director as set out in these by-laws.
DIRECTOR OF ORGANIZATIONS WITH COMMON OBJECTIVES
20. a) An organization which seeks to support and further the objectives of this corporation may apply to the Board of Directors to appoint a Director to the Board.
b) Any such applications shall be in writing and contain all information as the Board may in its discretion require.
c) The Board may approve or deny any such application as it sees fit. d) On approval of an application the organization’s appointee shall sit as a Director till the next annual meeting of the members of the corporation. At that meeting the Board’s approval of the application shall be put to a vote of the members. If the motion voted upon is approved by not less than 60% the members present and eligible to vote that Director shall serve for a term of three years. The organization shall appoint a new Director to fill the position vacated at the end of any term or upon its becoming vacant.
e) Any Directorship granted under these provisions shall be subject to cancellation by a vote of not less than 75% of the eligible Directors at a properly constituted meeting of the Directors. 45 days notice of the motion shall be given to the appointing organization stating the reasons for the bringing of the motion.
f) Any organization whose approval is canceled or expires may reapply.
POWER OF DIRECTORS
21. The directors of the corporation may 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, 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.
22 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 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. The board of directors is hereby authorized, from time to time:
a) to borrow money upon the credit of the corporation, from any bank, corporation, firm or person, upon such terms covenants and conditions at such times, in such sums, to such an extend and in such manner as the board of directors in it discretion may deem expedient;
b) to limit or increase the amount to be borrowed:
c) to issue or cause to be issued bonds, debentures or other securities of the corporation and to pledge or sell the same for such sums, upon such terms, covenants and conditions and at such prices as may be deemed expedient by the board of directors;
d) to secure any such bond, debentures or other securities, or any other present or future borrowing or liability of the company, by mortgage, hypothec, charge or pledge of all or any currently owned or subsequently acquired real and personal, movable and immovable, property of the corporation, and the undertaking and rights of the corporation.
e) Nothing herein limit or restricts the borrowing of money by the corporation on bills of exchange or promissory notes made, drawn,
accepted by or on behalf of the corporation.
23. 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.
24. 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 in writing by the board of directors at the time of such appointment.
25. Remuneration for all officers, agents, employees and committee members shall 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 officers, agents or employees and committee members shall cease to be payable from the date of such meeting of members.
26. Meetings of the board of directors may be held at any time and place to be determined by the directors provided that 48 hours written notice of such meeting shall be given, other than by mail, to each director. Notice by mail shall be sent at least 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. A director, or directors, may, if all directors of the corporation consent, participate in a meeting of directors, or a committee of directors, by means of such 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 for the purposes of this Act to be present at that meeting.
27. Any meeting of the board of directors at which a quorum is present shall be competent to exercise all or any of the authorities, powers, and discretions by or under the by-laws of the corporation. A quorum shall require a minimum of 50% of the Directors of the Association all present at a duly called meeting of the Directors of the Corporation.
INDEMNITIES TO DIRECTORS AND OTHERS
28. 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;
a) all costs, charges and expenses which such director, officer or other person sustains or incurs in or about any action, suite or proceedings which is brought, commenced or prosecuted against him, or in respect of any act, deed, matter of 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;
b) 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 neglect or default.
29. The officers of the corporation shall be president, vice-president, secretary, treasurer and immediate past president. A person shall not serve more than 6 consecutive years in any one position as an Officer of the Corporation.
30. a) The office of President and of Vice-President shall each be filled by a director. Each shall be elected at the first meeting of directors following the corporation’s annual members meeting. Subject to the limitation imposed by paragraph 29 a resolution appointing a President or Vice-President must specify the term of the appointment and the number of consecutive terms for the appointment.
b) The President or the Vice-President may be removed from office as follows:
i) Notice of a meeting of the Directors at which a motion for removal of an officer will be made, must be sent to all Directors not less than 21 days prior to the meeting.
ii) The notice must contain the motion as it will be made to the meeting.
iii) The motion shall only be passed on a vote of not less than 75% of the present and eligible voting Directors.
31. a) The office of Secretary and Treasurer shall be filled by a director. Each position shall be appointed by resolution of the Board of Directors at the first meeting of the directors following the annual meeting of the members.
b) Subject to the limitation imposed by paragraph 29 a resolution appointing a Secretary or Treasurer must specify the term of the appointment and the number of consecutive terms for the appointment.
c) The procedure for removal of a Secretary or Treasurer shall be the same as set out in Section 30(c).
DUTIES OF OFFICERS
32. The president shall be the chief executive officer of the corporation. He shall preside at all meetings of the corporation and of the board of directors. He shall be an ex-officio member of all board committees. He shall have the general and active management of the affairs of the corporation. He shall see that all orders and resolutions of the board of directors are carried into effect.
33. 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 him by the board of directors.
34. The treasurer shall be charged with responsibility to assure the secure custody of the funds and securities of the corporation and shall keep or cause to be kept, full and accurate accounts of all assets, liabilities, receipts and disbursements of the corporation in the books belonging to the corporation and shall deposit or cause to be deposited 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. He shall oversee disbursing 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. He shall also perform such other duties as may from time to time be directed by the board of directors.
35. The secretary may be empowered by the board of directors, upon resolution of the board of directors, to carry out 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. He 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 shall be. He shall be custodian of the seal of the corporation, which he 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.
36. The immediate past president shall provide historical background information and/or situational context pertaining to past board decisions, to assist with maintaining continuity in the active management of the organization during the transition of authority. and such other duties as shall from time to time be imposed upon him by the board of directors.
37. 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.
38. The board of directors may appoint committees whose members will hold their offices at the will of the board of directors. The directors shall determine the duties of such committees and may fix by resolution, any remuneration to be paid.
39. There shall be an executive committee composed of the officers of the Corporation . 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 cmmittee members shall receive no remuneration for serving as such, but are entitle to reasonable expenses incurred in the exercise of their duty as approved by the Board of Directors. Each executive committee member present at the meeting shall have one vote.
40. Meetings of the executive committee shall held at any time and place to be determined by the members of such committee provided that forty-eight (48) hours written notice of such meeting shall be given, other than by mail, to each member of the committee. Notice by mail shall be sent at least 14 days prior to the meeting. Three 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.
EXECUTION OF DOCUMENTS
41. a) 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 or 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 a aforesaid or by any officer or officers appointed by resolution of the board of directors.
b) Any two officers may certify that a particular document is a document of the corporation.
MINUTES OF BOARD OF DIRECTORS (AND EXECUTIVE COMMITTEE)
42. The minutes of the board of directors (or the minutes of the executive committee) 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.
43. Unless otherwise ordered by the board of directors, the fiscal year end of the corporation shall be January 1 to December 31 of each year.
AMENDMENT OF BY-LAWS
44. The by-laws of the corporation not embodied in the letters patent may be repealed or amended, or a new by-law relating to the requirements of subsection 155(2) of the Canada Corporations Act, may be 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 repeal or amendment of such by-laws shall not be enforced or acted upon until the approval of the Minister of Industry has been obtained.
45. The members shall, at each annual meeting, appoint an auditor to audit the accounts and annual financial statements of the corporation for report to the members at the next annual meeting. The auditor shall hold office until the next annual meeting provided that the directors may fill any casual vacancy in the office of the auditor. The remuneration of the auditor shall be fixed by the board of directors. The auditor shall not be a director, officer or employee of the corporation.
BOOKS AND RECORDS
46. The directors shall see that all necessary seals, 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. The corporate seal shall b retained at the Head Office of the Corporation.
RULES AND REGULATIONS
47. 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 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.
48. In these by-laws and in all other by-laws of the corporation hereafter passed unless the context otherwise requires, words importing the singular number or the masculine gender shall include the plural number of the feminine gender, as the case may be, and vice versa, and references to persons shall include firms and corporations.
49. Where any Notice is required by these bylaws or any Act or Regulation Amendment notice may be given by surface or electronic mailing to the address of record of the person entitled to notice at the Corporation and may be in the form of a separate notice or a Society publication, including electronic media. The notice shall include the purpose for which the meeting is called and, in the event of proposed amendments to these bylaws, the full and complete script of the proposed amendments must be included. The notice must be given so that it may be received by the members no less than 21 days before the date of the meeting.