The Royal Canadian Mounted Police Veterans' Association

THE CONSTITUTION OF THE ROYAL CANADIAN MOUNTED POLICE VETERANS’ ASSOCIATION

Revised and Approved
at the Annual General Meeting
of the Association at Calgary, Alberta
June 16, 2001

Table of Contents

THE CONSTITUTION

Part A The Charter: Letters Patent and
Supplementary Letters Patent
(History and Excerpts)

Part B The General By-Laws of the Association

• 101 Interpretation
• 102 Head Office
• 103 Seals
• 104 Colours and Ensigns Armorial (Badge)
• 105 The Mace
• 106 -107 Reserved
• 108 Organizational Establishment
  • 1 General
  • 2 Term of Office
  • 3 Election of Executive Committee
  • 4 Divisions
• 109-110 Reserved
• 111 Meetings
  • 1 General Procedures
  • 2 General Meetings
  • 3 Special General Meetings
  • 4 Board of Directors Meetings
  • 5 Executive Meetings
• 112-113 Reserved
• 114 Membership
  • 1 Classes of membership
  • 2 Active members
  • 3 Life Members
  • 4 Categories of Other Members
  • 5 Expulsion - Termination
  • 6 Changes - Qualification for/Classes of Membership
  • 7 Per Capita Assessment
• 115-116 Reserved
• 117 Correspondence
• 118 RCMP VA BT Fund and Reserve Funds
  • 1 General
  • 2 Management of the Benefit Trust Fund
  • 3 Management of the Reserve Fund
• 119 Borrowing Money
• 120-125 Reserved
• 126 Enactment, Amendment, Repeals and Confirmation
  of By-Laws and Administrative Guidelines
• 127 Formation, Suspension, Expulsion or Dissolution of a Division
  • 1 Formation of a Division
  • 2 Dissolution of a Division
  • 3 Suspension of a Division
  • 4 Expulsion of a Division
• 128 Fiscal Year
• 129 Non-Liability of Officers and Members of Committees-
  Indemnities to Directors and Others
• 130 Appeals
  • 1 Against actions, decisions and processes at a
    Division
  • 2 Removal of Executive from Office
  • 3 Expulsion from Association or Termination of
    Membership
• 131-135 Reserved
• 136 Coming into force and general repeal
• 137 English and French Versions Equally Authoritative
• 138-140 Reserved
• 141 Date Ministerial Approval given

PART “A”
THE CHARTER

Letters Patent and Supplementary Letters Patent
(Charter’s history and excerpts from such Letters)

1. Incorporation: Name and Amendments:
The Royal North West Mounted Police Veterans' Association was incorporated by Letters Patent issued under the Companies Act on January 14, 1924.

By Supplementary Letters Patent dated December 1, 1954, the name ROYAL NORTH WEST MOUNTED POLICE VETERANS’ ASSOCIATION was changed to ROYAL CANADIAN MOUNTED POLICE VETERANS’ ASSOCIATION.

By Supplementary Letters Patent dated October 11, 1967, the objects of the Association were amended and a dissolution clause was added.

By Supplementary Letters Patent issued October 21, 1977, the name of the Association was changed to ROYAL CANADIAN MOUNTED POLICE VETERANS’ ASSOCIATION - L’ASSOCIATION DES ANCIENS DE LA GENDARMERIE ROYALE DU CANADA.

By Supplementary Letters Patent issued November 29, 1988, the provisions of the Letters Patent incorporating the Association were amended and varied by substituting statements respecting the head office and objects of the Association and by adding a French version to the Letters Patent and Supplementary Letters Patent of the Association, as amended thereby.

2. Rights and Powers:
All the rights and powers given by the aforementioned Companies Act and by the application of Part II (Corporations without share capital), Canada Corporations Act, R.S.C. 1970, c. C - 32 shall apply.

3. Purposes and Objects:
"(a) to promote and assist in the promotion and advancement of the best interests of Canada, especially respect for its Constitution;
(b) to be of service to the Government of Canada when required and requested;
(c) to co-operate with and to render assistance to the Police, especially the Royal Canadian Mounted Police, in all matters of common interest or concern;
(d) to promote the physical, social and economic welfare of the Corporation’s members or the members of their immediate families;
(e) to acquire by purchase, lease, gift, bequest, devise, endowment or otherwise personal property of every nature and kind and any interest or property rights therein and to dispose of the same;
(f) to acquire by purchase, lease, gift, bequest, devise, endowment or otherwise real property, and any interest therein, and, subject to the provisions of section 65 of the Canada Corporations Act, to mortgage, sell, lease or otherwise dispose of the same;
(g) to establish under such names and titles as may be deemed desirable, such benevolent fund or funds as shall be deemed requisite for the purpose of aiding such former members of the North West Mounted Police, the Royal North West Mounted Police and the Royal Canadian Mounted Police, or the members of their immediate families, or their dependents who are in need of assistance and to appoint trustees to supervise the administration and management of any such funds;
(h) to provide support to worthy community services or organizations of a charitable or benevolent nature.”

4. Dissolution Clause:
“...upon the dissolution of the Corporation and after payment of all debts and liabilities all monies, securities for money and all other property and assets comprised in or forming part of any benevolent fund or funds and being the property of the Corporation and under its administration or control shall be distributed among and or transferred to such Canadian charitable organization or organizations as defined by subsection (3b) of Section 27 of the Income Tax Act, R.S.C. (1952) Chapter 148 and amendments thereto, as the National Headquarters Executive shall, by resolution, direct.”

PART “B”
THE GENERAL BY-LAWS OF THE ASSOCIATION

Interpretation
101 .1 In these general by-laws;
(1) “Act” means the Canada Corporations Act, R.S.C. 1970,
c. C - 32 and amendments thereto;
(2) “Association” or “Corporation” means the ROYAL CANADIAN MOUNTED POLICE VETERANS’ ASSOCIATION - L’ASSOCIATION DES ANCIENS DE LA GENDARMERIE ROYALE DU CANADA;
(3) “Board” means the Board of Directors established by By-Law 108.1(5);
(4) “Constitution” includes the Corporation’s Charter, letters Patent, Supplementary Letters Patent, General By-Laws, and Regulations;
(5) “Executive” means the National Executive Committee established by By-Law 108.1(10);
(6) “Force” means the Royal Canadian Mounted Police and includes the Royal North West Mounted Police and the North West Mounted Police;
(7) “in good standing”, when applied to a Division, means that the per capita dues for the current calendar year have been paid on or before the thirty-first day of March of such year;
(8) “in good standing”, when applied to a member of the Association, means that the member’s dues, payable to a division in good standing have been paid for the current year and membership is neither suspended nor terminated;
(9) “General Meeting” includes both an Annual General Meeting and a Special General Meeting of the members of the Association;
(10) “member of the Force” means a person who, at the relevant time, is or was a member of the Force pursuant to the federal legislation authorizing the constitution or continuation of the Force;
(11) “Reserve” means the Reserve of the Force.

Head Office

102 .1 The Head Office of the Association shall be at the City of Ottawa, in the Province of Ontario and at such place therein as the Executive shall from time to time establish.

Seals
103 .1 The seal, an impression whereof is stamped in the margin hereof shall be the corporate seal of the Association.

.2 The Association may have for use, outside the province in which its head office is situated, an official seal, which shall be a facsimile of the corporate seal. Any such official seal shall be used only in accordance with the Canada Corporations Act and when authorized by the Board or by the Executive in writing and under its corporate seal.

Colours and Ensigns Armorial (Badge)

104 .1 The colours of the Association shall be SCARLET AND GOLD.
.2 The Ensigns Armorial of the Association, which consist primarily of the original features of the Badge used by the Royal Canadian Mounted Police prior to 1952, are those depicted upon the margin of a document subscribed by Malcolm Rogwald Innes of Edingight, writer to Her Majesty’s Signet, Lord Lyon King of Arms, in testimony of their matriculation, on January 20, 1983.

The Mace

105 .1 The Mace of the Association is an ornamental staff of office borne as a symbol of the authority of the National President to preside over Board meetings, and General Meetings.
.2 Responsibility for the safe custody and control of the Mace shall at all times rest with the National President, who may delegate that responsibility, from time to time, to Division Presidents whose Divisions have been duly authorized to host a General Meeting.
.3 The Mace shall be ceremoniously paraded, and prominently displayed at all properly convened Board and General Meetings and for as long as it remains displayed before the assembly it will serve to establish that any such meeting of the Association is in session until such time as the National President declares it adjourned and instructs that the Mace be retired.

106-107 RESERVED

Organizational Establishment

General

108 .1 (1) The Association shall consist of:
(a) VOTING MEMBERS: Active Members in good standing and Life Members.
(b) NON-VOTING MEMBERS: Active Members not in good standing, Honourary Members, Honourary Life Members, Associate Members, Honourary Officers, and Patron.
(2) The governing authority of the Association between its General Meetings will be the Board.
(3) The Executive will administer and manage, on a day-to-day basis, the affairs of the Association including its property and business and will be accountable to the Board.
(4) The members of the Association shall be formed into Divisions. When approved by the Board, Divisions will be granted a “Charter” by the Executive and shall be known and identified by their geographical location.
(5) The Board of Directors shall consist of the Executive and the Division Presidents, or Division appointees. There shall be one representative on the Board from each Division. They will be National Officers and will be designated as follows:
(a) National President
(b) Senior Vice-President of the Association
(c) Immediate Past President of the Association
(d) Vice-Presidents of the Association (Division Presidents, or
Division Appointees)
(e) Secretary of the Association
(f) Assistant Secretary of the Association
(g) Treasurer of the Association
(h) Five Directors of the Association
(6) The duties of the National Officers shall be:
(a) THE NATIONAL PRESIDENT shall preside at all General Meetings and all meetings of the Executive and the Board and shall be ex-officio a member of all committees of the Board and Executive. The National President shall not vote, but shall have the discretion in the case of a tie to cast the deciding vote;
(b) THE SENIOR VICE-PRESIDENT OF THE ASSOCIATION shall assist the National President. In the event that the National President is absent or unable to act or the office is vacant, the Senior Vice-President shall perform all the duties of the National President;
(c) THE VICE-PRESIDENTS OF THE ASSOCIATION shall within their respective Divisions represent the National President. They shall head such Committees as are required from time to time and will be their Divisions’ representative on the Board of Directors;
(d) THE SECRETARY OF THE ASSOCIATION shall keep all minutes, records and books required to be kept by the Association, the Board, or the Executive. This National Officer shall also certify documents issued by the Association, by affixing thereto the Corporate Seal or by signing on behalf of the Corporation and, furthermore, shall send out notices of all meetings, prepare, maintain and preserve a correct roll of the Board and the Executive, take charge of and maintain custody and control of the Corporate Seal and any official seal;
(e) THE ASSISTANT SECRETARY OF THE ASSOCIATION shall assist the Secretary. In the event that the Secretary is absent or unable to act or the office is vacant, the Assistant Secretary shall perform the duties of the Secretary;
(f) THE TREASURER OF THE ASSOCIATION shall receive all monies and deposit same in the name of and to the credit of the Association in such depositories as may be designated by the Executive. The Treasurer shall maintain accurate accounts and shall pay all bills and accounts as approved by the Executive. Accounts shall be paid by cheque signed by any two of the following:
The National President
The Senior Vice-President of the Association
The Secretary of the Association
The Treasurer of the Association; or
A Director authorized by the Executive.
(g) THE DIRECTORS OF THE ASSOCIATION shall head such committees as are required from time to time and shall perform such other duties as may from time to time be imposed upon them by the Executive or the Board.
(7) The Board may appoint an Advisory Board of not more than ten (10) members. The members of the Advisory Board shall be Honourary Officers, but they shall not be entitled to vote, except at meetings of the Advisory Board.
(8) The Board may exercise such powers of the Association as are not by an Act of Parliament, or the Letters Patent or Supplementary Letters Patent, or these By-Laws required to be exercised by the members at a General Meeting of the Association and without limiting the generality of the foregoing may:
(a) Formulate the policies of the Association.
(b) Prepare the budget of the Association.
(c) Recommend the remuneration as may be permitted by law of the Auditor, the Secretary, Assistant Secretary, the Treasurer, and any Officer or member of the Association.
(d) Supervise generally the work of the Executive and authorize it to exercise such other powers as the Board may specify from time to time.
(e) Perform such other duties as required by these By-Laws or regulations.
(f) Except for (7) above, appoint such other committees as are, from time to time, deemed appropriate.
(9) Every past National President shall become a Governor of the Association for life, after termination of office. They are and remain Honourary Officers and members of the Board of Governors so long as they are Active Members in good standing or Life Members.
(a) Governors will act in an advisory capacity to the Board or to the Executive, when called upon, particularly in matters concerning protocol and historical significance.
(b) The Board of Governors will study any matter referred to them by the Board or the Executive.
(c) The immediate past National President will act as the Chairperson of the Board of Governors.
(d) The Executive or the Board, shall have the power by at least a two-thirds (2/3) majority vote to suspend or terminate a Governor, for cause or upon request from the latter and may reinstate such Governor. The suspension, termination or reinstatement shall have force only until the next Annual General Meeting, or until a Special General Meeting duly called for the purpose of reviewing such a decision of the Executive, or of the Board, which decision may be confirmed or revoked by a majority vote at such Annual General Meeting or Special General Meeting, or at any subsequent General Meeting.
(10) The National Executive Committee shall consist of:
(a) The National President
(b) The Senior Vice-President of the Association
(c) The Secretary of the Association
(d) The Assistant Secretary of the Association
(e) The Treasurer of the Association
(f) The Immediate Past National President
(g) Five Directors of the Association
(11) The Executive will be fully accountable to the Board and without limiting the generality of the foregoing may:
(a) Supervise generally the affairs of the Association;
(b) Appoint an Executive Director;
(c) Engage or appoint such staff, clerical or otherwise as it deems advisable;
(d) Appoint such Committees as it deems advisable, and shall appoint a Credentials Committee each year, six weeks prior to the Annual General Meeting;
(e) Provide the National President with reasonable expenses each year to visit Divisions, and to authorize payment of reasonable expenses for other members of the Executive when travelling on Association business as authorized by the budget.
(12) The Executive may act notwithstanding any vacancy in any of their offices providing there is a quorum.
(13) The voting formula at all Executive Meetings will be one (1) vote per member of the Executive in attendance.
(14) Notwithstanding the approval of a budget at an Annual General Meeting, the Board or the Executive have authority to overspend such budget in the event unforeseen or emergency expenses arise from business or activities of the Corporation during any given fiscal year, and where it would not be reasonably practicable to delay payment thereof. In the event the Executive incurs such unbudgeted expenses during any given fiscal year, a full report shall be made to the Board without unreasonable delay and the latter shall report on any unbudgeted expenses at the next General Meeting.

Term of Office

.2 (1) The National President, Senior Vice-President, Secretary, Assistant Secretary, Treasurer and the five (5) Directors shall be elected at the Annual General Meeting of the Association for a term of two (2) years.
(2) The Vice-Presidents of the Association will be the Division Presidents, or the Division Representatives appointed in accordance with Division By-Laws.
(3) The Executive, by Resolution, may remove any member of the Executive, and declare the office vacant if such member acts in a manner prejudicial to the best interests of the Association.

Election of the Executive Committee

.3 (1) The Executive shall, by February 1st of each year, appoint from among other Active and Life Members of the Association a Chairperson of the Nominating Committee. The Chairperson shall select an additional two Active or Life Members of the Association to serve on that Committee. A Governor of the Association, other than the Chairperson of the Board of Governors, shall be appointed by the National President to be the fourth member of the Nominating Committee.
(2) The Secretary of the Association shall advise all Divisions by February 15th of the name and address of the Chairperson of the Nominating Committee and the forthcoming vacancies on the Executive to be filled through the regular electoral process.
(3) Any Active or Life Member in good standing shall be eligible for nomination to the Executive except the Chairperson or any member of the Nominating Committee.
(4) Neither the Chairperson nor any member of the Nominating Committee shall be a member of the Board.
(5) A Division may submit the name of a person or persons it intends to sponsor for election to the Executive directly to the Chairperson of the
Nominating Committee prior to March 15th. The Chairperson will add these names to the list of candidates the Committee is proposing for election to the Executive.
(6) The Nominating Committee shall obtain, in writing, from the nominees that it proposes to present to the next Annual General Meeting their undertaking to stand for office, and if elected, to hold such office.
(7) The Chairperson of the Nominating Committee shall advise all Divisions by April 1st of the names of all nominees to be proposed at the Annual General Meeting, together with a brief biography of each nominee and the specific office the nominee is proposed to fill if elected. Divisions will then have fourteen (14) days to propose any additional candidates.
(8) Nominations by any other method than through the Nominating Committee shall be invalid.
(9) The Nominating Committee’s report shall be placed before the Annual General Meeting.
(10) When more than one person has been nominated for one position, the National President shall call an election by secret ballot.
(11) Any vacancy occurring on the Executive may be filled by a resolution of the Executive but the term or office of such replacement shall expire at the next Annual General Meeting.
(12) A person nominated for a position on the Executive shall upon election to that position, immediately resign from any office held on a Division Executive Committee.

Divisions

.4 (1) The Division Executive consists of the following Division Officers:
(a) The Division President
(b) The Division Vice-President (s)
(c) The Division Secretary
(d) The Division Treasurer
(e) The Immediate Past Division President, and
(f) one (1) or more additional member(s).
(2) Not more than three(3) additional Division Vice-Presidents may be elected if required by the size of the Division. In such cases the Division Vice-Presidents shall be designated as the Division First, Second or Third Vice-Presidents.
(3) The offices of Division Secretary and Division Treasurer may be combined into the office of Division Secretary-Treasurer if desirable.
(4) The duties of the Division Officers are:
(a) THE DIVISION PRESIDENT presides at all meetings of the Division and is ex-officio a member of all Division Committees and, except where otherwise provided for in Division By-Laws, the Division President does not vote but has the discretion in the case of a tie to cast the deciding vote. The Division President is ex-officio a Vice-President of the Association and Division Representative on the Board and at General Meetings of the Association, unless another person is appointed to that National office in accordance with Division By-Laws.
(b) THE DIVISION VICE-PRESIDENT (OR THE DIVISION VICE-PRESIDENT HAVING PRECEDENCE) assists the Division President and in the latter’s absence performs the duties of the Division President. Where there are Division Senior, First, Second or Third Vice-Presidents in a Division, they shall take precedence in that order.
(c) THE SECRETARY keeps full minutes and records and sends out notices of all meetings, prepares, maintains, and preserves a nominal roll of the Officers and Members of the Division and hands over to the succeeding Secretary all records and documents as soon as convenient after ceasing to hold that office.
(d) THE TREASURER receives all monies paid into the Division and deposits them in the name and to the credit of the Division in such depositories as may be designated by Division Executive. The Treasurer maintains accurate accounts and pays all bills and accounts approved by the Division Executive. All payments are made by cheque signed by any two of the following:
Division President
Division Vice-President
Division Secretary
Division Treasurer
Division Secretary-Treasurer
A person designated in accordance with Division
By-Laws
(5) A quorum for any Special or General Meeting of a Division is such as may be established by a By-Law of that Division enacted at a meeting duly called for that purpose.
(6) (a) Each Division has the power to enact its own By-Laws provided they are not contrary to the provisions of the Constitution.
(b) The By-Laws of the Association apply to Divisions, with such changes as may be necessary, until Divisions pass their own By-Laws.
(c) Two (2) copies of any By-Law enacted by a Division are forwarded to the Executive for perusal and will be returned to the Division along with recommendations if it is not in accordance with By-Law 108.6(1). Upon approval the Corporate Seal of the Association is affixed thereto and one (1) copy is returned to the Division.
(d) The Executive must receive thirty (30) days notice before implementation of any By-Law.

109-110 RESERVED

Meetings
General Procedures

111 .1 (1) The following will be acceptable rules of order or procedure for conducting meetings:
(a) WAINBERG’S COMPANY MEETINGS
Including Rules of order (3rd Edition)
CCH Canadian Limited.
(b) ROBERT’S RULES OF ORDER
The Authoritative Guide to Parliamentary Procedure.
(c) BEAUCHESNE’S RULES AND FORMS OF THE HOUSE OF COMMONS OF CANADA WITH ANNOTATIONS, COMMENTS AND PRECEDENTS
The Carswell Company Limited.
(d) Any other Canadian publication on generally accepted rules of procedure for Corporations or Association.
(e) Such rules are to be interpreted fairly and liberally but they shall not prevail over the Constitution of the Royal Canadian Mounted Police Veterans’ Association.
(2) The following described procedures are intended to enable the Association at any General Meeting to undertake its proceedings in an orderly and reasonable manner. In every instance, however, the Rules of Order prescribed in these By-Laws for the calling and conduct of meetings will take precedence when it is necessary to resolve questions or interpretation and procedure.
(a) a Resolution is always submitted in writing in accordance with the By-Laws, and is offered either because of its importance, or because of its length, or because of its complexity, as would be the case, but not limited to, proposals to amend the Charter, Letters Patent, Supplementary Letters Patent, or the By-Laws of the Association.
(b) a ‘Formal Notice of Motion’, otherwise referred to as a ‘Formal Motion’ must be in writing and the introduction of which brings business before the assembly. It is a formal proposal, submitted in writing and in accordance with the By-Laws, that the assembly (Association) take certain action of a substantive nature, or to express a view, or directing that a particular investigation be conducted and the findings reported to the assembly for possible further action.
(c) Motions growing out of reports or communication are usually verbal and are introduced after the presentation of the report of an officer, a Board, or a Committee, usually but not limited to reports disseminated to the membership at large in advance of the meeting and intended to carry out recommendations contained in the report.

(3) A majority of the votes cast shall determine the question in meetings within the Association, except where the vote of consent of a greater number of members is required by law, or by the General By-Laws of the Association.

(4) A majority of the members of any board, committee, sub-committee, or working group within the Association shall constitute a quorum, except where the law or these General By-Laws otherwise provide.

(5) A reasonable period of notice of meetings shall be given to every member thereof of any board, committee, sub-committee or working group, except where the law or these General By-Laws otherwise stipulate, provided always that notice may be waived with the consent of all such members.

General Meetings

.2 (1) Prior to the 1st day of December in each year the Secretary shall remind each Division that the Executive must receive before the 15th of January next:
(a) A list of subjects they wish to place on the Agenda for the Annual General Meeting;
(b) All Notices of Motion to be placed on the Agenda of the Annual General Meeting.
(2) A Notice calling the Annual General Meeting shall be sent by the Secretary of the Association to all Divisions at least four (4) months in advance of the date upon which the Annual General Meeting will be held. Such Notice shall contain:
(a) An Agenda for the Meeting;
(b) A summary of the unfinished business;
(c) The Treasurer’s Report and Budget; and
(d) Notices of Motions, Resolutions and other business submitted by Divisions.
(3) All Resolutions submitted by Divisions before March 15th must be presented to the Annual General Meeting for consideration unless withdrawn by the sponsor.
(4) Voting at any General Meeting will be as follows:
(a) Each voting member shall be entitled to one (1) vote only, cast either in person or by the representative of that member’s Division in good standing.
(b) The National President may, when requested by a Division, appoint a Division Representative for the purposes of voting under this subsection.
(c) The Division Representative shall be notified by the Secretary of the number of votes allotted to the Division.
(d) The Division Representative may cast a vote for all voting members of their Division who are not registered as being in attendance at the meeting, and such votes shall be binding and valid without the written consent of the absent member.
(e) Whenever they are present at a General Meeting, the Vice-Presidents of the Association shall be the Division Representatives for the purpose of this subsection.
(5) The Order of Business at the Association’s Annual General Meeting shall be as follows:
(a) The parading of the Mace
(b) Call to Order
(c) National Anthem
(d) Memorial Page
(e) Moment of silence
(f) Examination and report on credentials
(g) Tabling and Confirming minutes of the last Annual General Meeting
(h) Reports
(i) National President
(ii) Secretary of the Association
Assistant Secretary of the Association
(Executive Director when such a paid position exists)
(iii) Treasurer of the Association
-approve audited financial statement for past fiscal year
-authorize payment of all proper accounts
-approve budget plans
-appointment of auditor(s)
-approve a per capita assessment rate for next fiscal year
(iv) of committees
(i) Unfinished business
(j) New business
(k) Nomination and election of Association’s officers
(l) For the good of the Association
(m) Update on next year’s Annual General Meeting
(n) Fix location of the following year’s Annual General Meeting,
(o) Receive bids for future Annual General Meetings, and
(p) Adjournment
(i) closing remarks by the National President
(ii) recessing of the mace
(iii) motion to adjourn.
(6) Travel and accommodation expenses for the Executive to any Board or General Meeting of the Association shall be such as shall be fixed from time to time by the Executive, and at a reasonable amount depending on prevailing costs.
(7) A quorum for any General Meeting of the Association shall be a simple majority of all Active Members in good standing and Life Members of the Association. Such members may be represented by their Division delegates who are present in person.
(8) The Board, the Executive or the National President shall have the power to call at any time a General Meeting of the members.
(9) The Executive or the National President shall have the power to call a meeting of the Board, the Executive, or any committee of the Association.
(10) An Annual General Meeting of the Association shall be held once at least in every calendar year and not more than fifteen (15) months after the holding of the preceding Annual General Meeting.

Special General Meetings

.3 (1) A Special General Meeting is a meeting other than the Annual General Meeting of the Association. Such a meeting may be called and convened to consider one or more items of business specified in the Notice of Meeting. No other business shall take place at this meeting.
(2) Special General Meetings will take place only when an emergency is deemed to exist or a matter of such complexity exists that an entire meeting is necessary to properly consider the issue(s).
(3) An emergency or a matter of such complexity shall be deemed to exist when a resolution has been signed by not less than 40% of the Vice Presidents of the Association. Such resolution shall clearly specify the nature of the matter(s) to be discussed.
(4) A Notice calling for the meeting shall be sent by the Secretary of the Association and it shall specify the purpose for which the meeting is called and shall be sent to all Divisions six (6) weeks in advance of the date of the meeting.
(5) Unless otherwise required by law, the same conditions and requirements respecting voting and representation at an Annual General Meeting shall apply to Special General Meetings and when a Special General Meeting is called for the purposes of applying for Supplementary Letters Patent to amend the Charter, or to change the name of the Association, a two-thirds (2/3) majority of those members entitled to vote at such meeting is required to authorize such application.
(6) Preferably, a meeting will be held at such convenient place and time to allow Vice-Presidents, the Executive Committee, Governors and as many eligible voting members as possible to attend. Alternatively, a meeting may take place using electronic facilities which allow all in attendance to fully participate in the meeting, and all those participating by such means are deemed to be present at the meeting.
(7) A quorum for a Special General Meeting shall be the same as required for the Annual General Meeting.

Board of Directors Meeting

.4 (1) The Board will meet at least once each year at a time and place to be determined by the Executive. Two (2) months prior to the meeting the Secretary of the Association shall send notice to all Board Members requesting a list of all subjects they wish to place on the Agenda.
(a) Four (4) weeks before the meeting the Secretary of the Association will supply all Board Members with an Agenda of the meeting.
(b) The Order of Business at meetings of the Board will follow that of the Annual General Meeting to the extent it is applicable.
(2) The voting criteria to determine questions at all Board Meetings shall be by two-thirds (2/3) majority of Board Members in attendance.
(3) (a) A member of the Board 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 to permit all persons participating in the meeting to hear each other, and a member of the Board participating in such meeting by such means is deemed to be present at the meeting.
(b) A resolution in writing signed by all members of the Board entitled to vote on that resolution at a meeting of the Board or committee of the Board, is valid as if it had been passed at a meeting of the Board or committee of the Board.
(4) A quorum for the transaction of business at any annual general meeting of the Board shall be a simple majority of the members of the

Board, five (5) of whom must be Vice-Presidents of the Association who are in attendance.
(5) A quorum for a Special Meeting of the Board for the transaction of business of the Association shall be a simple majority of the members of the Board, five(5) of whom must be Vice-Presidents either present in person or electronically linked.
(6) Members of the Board of Governors may attend and participate in any Board Meeting but shall not be entitled to vote.

Executive Meetings

.5 (1) A Notice calling a meeting of the Executive shall be sent by the Secretary of the Association to all members of the Executive three(3) weeks before the meeting and shall contain an agenda of the matters to be discussed.
(2) When the agenda has been completed members may introduce other matters for general information or for debate.
(3) A member of the Executive may participate in a meeting of the Executive or of a Committee of the Executive by means of such conference telephone or other communications facilities as permit all persons participating in the meeting to hear each other, and a member of the Executive participating in such meeting by such means is deemed to be present at the meeting.
(4) A resolution in writing signed by all members of the Executive entitled to vote on that resolution at a meeting of the Executive or committee of the Executive, is as valid as if it had been passed at a meeting of the Executive or committee of the Executive.
(5) A quorum at any meeting of the Executive shall be a majority of the number of members of such Executive.
(6) Members of the Board of Governors may attend and participate in any Executive Meetings, but shall not be entitled to vote.

112-113 RESERVED

Membership

Classes of Membership

114 .1 (1) There shall be seven (7) classes of Membership in the Association, namely:
(a) Active
(b) Life
(c) Associate
(d) Honourary
(e) Honourary Life
(f) Honourary Officers, and
(g) Patron

Active Members

.2 (1) Any former member of the Force, or any former member of the Reserve, may apply for Active Membership in the Association provided such member:
(a) served for a period of not less than twelve (12) months in the Force, or not less than three (3) years in the Reserve;
(b) was not discharged for reason of unsatisfactory conduct, but it shall not be a bar to membership in the Association to have been discharged as “unsuitable” by reason only of having contracted marriage without permission;
(c) has had and still has an exemplary character.
(d) An application for Active Membership in the Association shall be made in such form and in such manner and subject to such procedures as the Board may from time to time prescribe. Such application shall be submitted to the Division that the applicant desires joining for review as to eligibility and endorsement for Membership.
(e) Proof of service and eligibility, as more particularly referred to in subsections 114.2(1)(a)&(b), shall be made and established in such manner as the Board may direct and following such inquiry or investigation as the Board may consider appropriate.
(f) An applicant for membership in the Association shall be advised with due dispatch as to the acceptance or rejection of the application. The rejection of any membership shall be brought to the attention of the Executive giving the reasons for such rejection and the Executive shall notify the Board and all Divisions of the name of the applicant rejected.
(g) An Active member may withdraw from the Association by giving written notice to the Secretary of the Association and to the Secretary of the Division to which the member belongs. Upon withdrawal no member shall be entitled to any refund of dues paid in respect of such membership. A withdrawal shall not take effect until authorized by either the Division concerned, the Executive, the Board, or by a resolution sanctioned by a majority of the votes cast at a General Meeting of the Division.
(h) Active Members who fail to pay their annual membership dues and per capita assessment for any given year, shall have their names removed from the “active member in good standing” roll, and be placed on the “active member not in good standing” roll, for a period of two (2) years after which such membership shall thereupon lapse. Such former Active Members may be re-instated at any time to “active member in good standing” status upon application, and payment of unpaid dues and assessment for the current year and one previous year, or upon payment of such lesser amount as the Division considers appropriate in a particular case.

Life Members

.3 (1) Divisions may nominate Active Members in good standing of their Divisions for Life Membership. Nominations will be presented at a regular or Special General Meeting of the nominating Divisions and it will be considered approved when supported by a two-thirds (2/3) majority vote of eligible voting members in attendance.
(2) Nominees shall be awarded Life Member of the Association Certificates from the National President.
(3) Life Members shall have, possess and enjoy the same rights and privileges as Active Members, throughout the Association.
(4) No dues or per capita assessment will be paid by Life Members, or the Divisions making the nominations on the member’s behalf.
(5) Those persons who were Life Members at the time of coming into force of these By-Laws shall automatically become Life Members within the meaning of By-Law 114.3(3).

Categories of Other Members

.4 (1) A Division may confer and bestow the honour and privilege of Associate, Honourary, or Honourary Life Membership upon worthy persons.
(a) An Associate, Honourary, or Honourary Life Member shall not pay dues, but may attend local meetings and functions. The membership will only apply within the Division which makes the appointment. Such members will not be entitled to vote, to be elected to any office, nor be entitled to any benefits of the Association.
(b) To become an Associate, Honourary, or Honourary Life Member, a person must be recommended by an Active
member as well as by a Credentials Committee and receive at least a two-thirds (2/3) majority vote at a regular meeting of the Division.
(2) The Board or Executive may on its own initiative, or on the recommendation of a Division, appoint any person to be an Honourary Member, or an Honourary Life Member of the Association by reason of making an outstanding contribution to the advancement of the law or to the promotion of the aims, purposes, objects and ideals of the Force or the Association.
(3) The Board or Executive may appoint any person as the Patron of the Association or as an Honourary Officer thereof.
(4) The Commissioner of the Royal Canadian Mounted Police shall be the Honourary President of the Association, and upon retirement shall be a Life Member of the Association.
(5) Whenever the Board or Executive appoints someone to be an Honourary Member, or an Honourary Life Member, or the Patron of the Association or as an Honourary Officer thereof, the person appointed shall be added to the membership roll of the Division in whose area such person resides.
(6) In exceptional circumstances, the Board or the Executive may for a temporary period appoint a person, for a period not exceeding twelve (12) months at any one time, to any of the seven (7) classes of
membership without such person becoming a member of any Division during such temporary period.

Expulsion - Termination

.5 (1) Any member of the Association whose conduct is detrimental to the best interests of the Association or whose continued membership in the Association is, for any other valid and just cause, considered not to be in the best interests of the Association, may be expelled from membership therein when recommended by the Division Executive and approved by at least a two-thirds (2/3) majority vote cast at a Regular or Special Meeting of the Division to which the member belongs.

(2) The Board or the Executive may, exceptionally and by at least a two-thirds (2/3) majority vote, suspend or terminate, for cause or upon request, the membership or the appointment of any person to any office in the Association and may reinstate such person. The suspension, termination or reinstatement may be reviewed and confirmed or revoked at a General Meeting.

Changes - Qualification for/Classes of - Memberships

.6 (1) Any amendment, repeal, addition or any other change, affecting qualifications or classes of membership in the Association shall require a two-thirds (2/3) majority of votes cast by members entitled to vote at any Annual General Meeting, or at any Special General Meeting called for the purpose of such amendment, repeal, addition or any other change.

Per Capita Assessment

.7 (1) The cost of operating the Headquarters (secretariat) including the hiring and compensating of staff, day to day administrative expenses, grants made pursuant to the By-Laws, business related travel expenses incurred by members of the Executive and staff including the cost of registration for Annual General Meetings, and other expenses provided for in the Association budget, shall be paid for through the assessment and remittance of per capita dues.
(2) At each Annual General Meeting of the Association the Treasurer will table a proposed Budget representing the anticipated reasonable costs of operating Headquarters for the next fiscal year pursuant to subsection 114.7(1) for approval by the membership.
(3) Concurrent with the membership approving the Treasurer’s proposed budget, the amount of per capita dues payable to the Association by the Divisions to cover the anticipated expenses for the next fiscal year, will be fixed by a motion at each Annual General Meeting.
(4) Divisions shall submit completed Quarterly Membership Status Reports as soon as is reasonable after March 31st, June 30th, September 30th, and December 31st of each year.
(5) Per capita dues and the total Division active membership list are to be submitted by each Division in conjunction with submission of the March 31st Quarterly Membership Return. Per Capita dues shall be determined by the total membership of Active Members in good standing on that date, multiplied by the rate of per capita dues approved pursuant to By-Law 114.7(3).
(6) As Division membership dues are collected from Active Members not in good standing, the Per Capita dues portion collected shall be remitted to Headquarters with the next Quarterly return (due June 30, September 30 and December 31), listing those members who are returned to “Good Standing” status. Nominal Rolls shall be updated based on the information received on these Quarterly returns.
(7) When new Members join the Association and pay Division membership dues, the Per Capita Dues portion collected, and a copy of their application form, shall be forwarded to Headquarters with the next Quarterly return due.
(8) Only Active Members in Good Standing and Life Members have the right to vote at any General Meeting of the Association.
(9) An Active Member in good standing may transfer to another Division by applying to The Secretary of the new Division. The Secretary of the receiving Division shall enter the transferring member on its nominal roll, report the transfer on the next Quarterly Membership Status Report, and advise the transferring member’s former Division of its acceptance of the member.
(10) A member may not simultaneously hold Active Membership in more than one Division. On receipt of advice that a member has been received by another Division, the former Division shall strike the member from its nominal roll of Active Members and report same when submitting the next Quarterly Membership Status Report form.
(11) For the year of transfer, the Division that collects per capita dues from the transferring Member shall remit same to Headquarters. Per capita dues shall not be collected more than once during a year from a transferring member.
(12) Persons being newly received into membership in the Association, shall be assessed per capita dues on the same basis on which membership dues are assessed by Divisions, as would be the case when a member joining late in the year and is assessed only a prorated amount of the yearly assessment. Divisions will remit a like prorated amount to Headquarters when submitting the applicable Quarterly Membership Status Report.
(13) Newly formed Divisions approved by the Board, will be exempt from remitting the per capita assessment on behalf of its active members for the year in which the Division was approved for membership in the Association.
(14) Notwithstanding any of the aforementioned provisions under this or any other By-Law with the exception of subsection 114.7(10), the Executive will have the authority to make decisions with respect to the payment, repayment, remittance, assessment or waiving of per capita dues in consultation with the Division when it is deemed by the Executive that special or unusual circumstances not anticipated or provided for in this By-Law exist, and it is in the best interest of the Association to do so.

115-116 RESERVED

Correspondence

117 .1 All correspondence concerning the Association as a whole shall be dealt with by the National President or by the Secretary of the Association.
.2 Correspondence concerning a Division shall be dealt with by the Division President or the Secretary of the Division.
.3 The Chairpersons of Committees of the Board, or of the National Executive, may correspond on matters within their authority, subject to the approval of the National President.
.4 Divisions and individual members shall not correspond with anyone outside of the Association either in the name of the Association, or purporting to represent the views of the Association on matters relating to its affairs unless it is of purely local interest.

RCMP Veterans' Association Benefit Trust Fund and Reserve Fund

General

118 .1 (1) There shall be established and maintained an RCMP Veterans’ Association Benefit Trust Fund and a Reserve Fund.
(2) The RCMP Veterans’ Association Benefit Trust Fund shall consist of all monies, resources, donations, bequests and endowments given thereto or assigned thereto by the Executive.
(3) The Reserve Fund shall consist of all monies, resources, donations, bequests and endowments assigned thereto by the Executive and all investments made out of monies of the Reserve Fund and returns on investments and other earnings, including profits on sale of Reserve Fund assets or investments.
(4) The Reserve Fund accounts shall show, in two (2) parts, the following:
(a) The Reserve Fund Account; and
(b) The Reserve Portfolio being a statement of Investments belonging to the Reserve Fund.

Management of the RCMP Veterans’ Association
Benefit Trust Fund

.2 (1) The Executive shall have exclusive management of and control over the RCMP Veterans’ Association Benefit Trust Fund, in conformity with such regulations as shall, from time to time, be established.
(2) The Executive may, by motion, delegate any of its powers to Committees of members and any Committee so formed shall, in the exercise of the powers so delegated, conform to any direction it is given, not inconsistent with this By-Law, that may be imposed upon them by the Executive. Such Committees may be dissolved at any time by a Resolution of the Executive.
(3) The Executive may, by motion, prescribe administrative procedures pertaining to applications and for the making of grants or loans from the RCMP Veterans’ Association Benefit Trust Fund.
(4) All proceedings taken at any meeting of the Executive or at any Committee thereof or any action taken by a person appointed by the Executive shall be valid and effectual notwithstanding that any such meeting was improperly convened and held or such person was improperly appointed if the holding of such meeting or the taking of such proceedings or action was done in good faith and would have been the proceedings or action that would have been taken had such meeting or appointment been properly convened and held or such Committee or person had been properly appointed.
(5) Any expenses incurred in the management of the Fund and any losses sustained through transactions shall be charged to the Fund.

Management of the Reserve Fund

.3 (1) The Executive shall have exclusive management of and control over the Reserve Fund.
(2) Any and all transactions affecting the Reserve Fund, including the transfer of any resources of the Association into the fund, and investments purchased by monies comprising the Fund and any withdrawals from the Fund shall be made only on the authority of the Executive expressed by a majority vote at a meeting of the Executive after due notice of motion has been mailed at lease ten (10) days prior to the meeting or given at a previous regular meeting of the Executive.
(3) A Finance Committee, with the advice of a duly appointed sub-committee thereof if the latter is required, shall act as advisor to the Executive in all matters pertaining to the Reserve Fund.
(4) The Finance Committee shall report on the Reserve Fund and on the portfolio of investments in particular at intervals of not more than six (6) months and make such recommendations from time to time for the sale or purchase of securities or other matters pertaining to the Fund or its administration as they deem to be in the interest of the Association.
(5) Any expenses incurred in the management of the Fund and any losses sustained through transactions shall be charged to the Fund.

Borrowing Money

119 .1 The Executive may, when authorized by By-Law duly passed by the Board, and sanctioned by at least two-thirds (2/3) of the votes cast at a Special General Meeting called for considering the By-Law:
(1) Borrow money upon the credit of the Association;
(2) Limit or increase the amount to be borrowed;
(3) Issue debentures or other securities of the Association;
(4) Pledge or sell such debentures or other securities for such sums and at such prices as may be deemed expedient; and
(5) Secure any such debentures, or other securities, or any other present or future borrowing or liability of the Association, by mortgage, hypothec, charge or pledge or all or any currently owned or subsequently acquired real and personal, movable and immovable, property of the Association, and the undertaking and rights of the Association.
.2 Nothing in this section limits or restricts the borrowing of money by the Association on bills of exchange or promissory notes made, drawn, accepted or endorsed by or on behalf of the Association.
.3 Promissory notes or other negotiable instruments may be signed on behalf of the Association by Officers of the Association authorized from time to time to sign negotiable instruments on its behalf for the money so borrowed and interest thereon as may be agreed upon and the same and all renewals thereof shall be binding upon the Association without the bank requiring evidence of any Resolution of the Executive.
.4 All contracts, deeds, grants, assurance and documents reasonably required by said Banks or their counsel for all or any of the purposes aforesaid may be executed and carried into effect by the proper Officers of the Association.

120-125 RESERVED

Enactment, Amendments, Repeals, and Confirmation of By-Laws, Regulations, and Administrative Guidelines

126 .1 No By-Law altering or purporting to alter the name of the Association or otherwise amend or purporting to amend the Letters Patent under which incorporation of the Association was granted shall be valid or acted upon until sanctioned by two-thirds (2/3) of the votes cast by members entitled to vote at a Special General Meeting of the Association specifically called to consider same.
.2 Notwithstanding anything in this section contained, the enactment, re-enactment, repeal or amendment of the By-Law shall not be in force or valid until the approval of the Registrar General of Canada has been obtained.
.3 In the event of the non-confirmation at the next Annual General Meeting of one or more of the By-Laws enacted as aforesaid by the Board, the Registrar General shall be forthwith notified.
.4 No By-Law, Regulation or amendment to a By-Law or Regulation will invalidate any prior act of the Executive which would otherwise have been valid if such By-Law, Regulation or amendment had not been made.
.5 The Executive shall have power to make regulations from time to time, or to repeal, amend or re-enact any regulation and subject as hereinafter provided. Every such regulation and every such repeal, amendment or re-enactment shall, unless meanwhile confirmed at a Special General Meeting of the Association duly called for that purpose, have force only until the next Annual General Meeting of the Association and in default of the confirmation at such an Annual General Meeting, shall at and from that time only, cease to have force.

.6 Not less than six (6) weeks notice shall be given in the manner prescribed in By-Law 111.2 of any changes to this By-Law proposed for ratification or adoption at any General Meeting of the Association provided that the
omission to notify a Member or the non-receipt of such notice by a Member shall not invalidate the ratification or adoption of the By-Law changes proposed.

Formation, Suspension, Expulsion, or Dissolution of a Division

Formation of a Division

127 .1 (1) New Divisions may be formed when twenty-Five (25) persons who qualify for Active or Life Membership pursuant to subsections 114.2 and .3 petition the Board in writing to form a Division within the Association.
(2) The applicant Division will provide the Executive with the names, addresses, and dates of service in the Force of its Executive pro tem., and of its list of proposed members. If any of the proposed active or life members of the petitioning Division are already active members in good standing or life members of the Association on the nominal role of an already existing Division, their preparedness to transfer their membership to the new Division effective on the date the Division’s formation is approved by the Board, is to be indicated.
(3) Upon receipt of a petition to form a new Division, and provided all requirements as aforementioned have been met, the Executive will present a motion to the next meeting of the Board for the provisional formation of a new Division.
(4) Existing Divisions will be given a period of six months from the date the Board has approved the provisional formation of a Division to communicate in writing to the Executive any objections to the provisional Division being given full Division status at the next meeting of the Board.
(5) The Executive will present a motion to approve the petition to form a Division at the next meeting of the Board, unless, in the opinion of the Executive there have been significant objections raised that have not been resolved to its satisfaction.
(6) A newly formed Division will not be assessed per capita dues for the year in which its formation was approved by the Board.
(7) Upon application by the newly formed Division, the Executive may make a one-time, start-up financial grant in an amount provided for in the budget for the year in which the Board approved the petition. The intended purpose of the grant is to assist in the acquisition of supplies etc necessary to get the Division started, and/or to assist in the payment costs related to accommodations for the periodic holding of general meetings.
(8) Notwithstanding subsection 127.1(7) the Executive has the authority to deny an application for a financial grant, if in its opinion such a grant cannot be justified for the reason a new Division is in a financially sound position at the time the Board approved its formation, as would be the case where its formation resulted from a separation from an already existing Division, and as a result its having received a start-up contribution from the already existing Division, or in other circumstances where the Executive concludes a start-up grant cannot be justified.
(9) A Division newly approved by the Board will be presented a Charter validating its being a member Division of the Association either at the Board meeting in which its petition was approved, or on another occasion preferred by the Division, and
(10) During the period prior to the Board approving a petition to form a Division, the petitioning Division will have no official status at either the Board or General Meeting(s) of the Association. The National President may, if requested by the applicant Division, approve the attendance of the Division President pro tem or their representative as an observer at Board and Annual General Meeting(s).

Dissolution of a Division

.2 (1) A Division may on a vote by two-thirds (2/3) of its members cast in person or by a proxy at a General Meeting of the Division surrender its Charter.
(a) Former members of a Division which surrenders its Charter may apply to another Division for membership and the provisions of subsection 114.4(6) may be invoked to continue membership whilst the application is being considered.
(b) Any assets remaining after the surrender of the Charter together with blank membership cards and certificates are forwarded to the Executive together with notification of the vote taken at the last meeting of the Division.
(c) The monies from any assets disposed of, together with any monies received from the Division surrendering its Charter are deposited to the credit of the Benevolent Fund, unless the Board or the Executive otherwise directs.

(d) The Executive upon notification of the surrender of a Charter advises the Board and other Divisions that the Division has ceased to exist.

Suspension of a Division

.3 (1) A Division which fails to pay the per capita dues is not entitled to representation at a General Meeting and may be suspended by the Executive.
(2) A Division which refuses to comply with the Constitution and By-Laws of the Association may be suspended by the Executive after investigation by a Committee appointed by the National President. Due notice and an opportunity to be heard shall be given before such suspension.
(a) A Division which has been suspended may be reinstated by the Executive.
(b) The suspension and reinstatement of a Division by the Executive shall be brought to the attention of the Board.

Expulsion of a Division

.4 (1) A Division may have its Charter forfeited, for cause, by a two-thirds (2/3) majority at a General Meeting. Due notice and an opportunity to be heard shall be given prior to forfeiture.
(2) The Executive may upon application of an interested person revive any Charter so forfeited upon compliance with such conditions as the Executive may prescribe. Such revival of the Charter will cease to have force it if is not confirmed at the next Annual General Meeting or at a prior Special General Meeting.

Fiscal Year

128 .1 The fiscal year of the Association commences on the 1st day of January in each year.
.2 The books of account of the Association are audited as soon after the end of the fiscal year, as conveniently may be, by the auditor appointed by the Association at its last Annual General Meeting.

Non-liability of Officers and Members of Committees - Indemnitites to Directors and Others

129 .1 No officer for the time being of the Association or member of a duly appointed committee is liable for the acts, receipts, neglects or defaults of any other officer or employee or for joining in any receipt or act for conformity or for any loss, damage or expense happening to the Association through the insufficiency or deficiency of title to any property acquired for or on behalf of the Association or upon which any of the monies of or belonging to the Association shall be placed out or invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person, firm or corporation including any person, firm or corporation with whom or which any monies, securities or effects shall be lodged or deposited or for any loss, conversion, misapplication or misappropriation of or any damage resulting from any dealings with any monies, securities or other assets belonging to the Association or for any other loss, damage or misfortune whatever which may happen in the execution of the duties of their respective office or trust or in relation thereto unless the same shall happen by or through their own (wrongful and) wilful act or through their own (wrongful and) wilful neglect or default. The Officer for the time being of the Association shall not be under any duty or responsibility in respect of any contract, act or transaction whether or not made, done or entered into in the name or on behalf of the Association, except such as shall have been submitted to and authorized or approved by the Board.

.2 For greater clarity, 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, suit 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 wilful neglect or default.

Appeals

Against actions, decisions and processes of a Division

130 .1 (1) Any action, decision or process within the purview of the By-Laws of a Division is appealable by an Active Member or a Life Member of that Division, to a Regular or Special General Meeting of the Division called for that purpose. Such appeal will take the form of a motion, properly seconded. In such cases, any such motion approved by at least a two-thirds (2/3) majority of eligible voters in attendance shall be final and binding on all concerned, provided the requirements for a quorum, as determined by Division By-Laws for such meetings, is satisfied.
(2) Any action, decision or process undertaken by the membership of a Division or the Executive of the Division that is deemed by an aggrieved member not to have taken place in accordance with the Division’s By-Laws or in accordance with the Constitution may be appealed in writing within thirty (30) calendar days of the Division membership or the Division Executive having taken any disciplinary action, administrative decision or process, by any aggrieved Active Member of the Division, direct to the Executive Committee.
(3) Having given both the aggrieved member and the Division a reasonable opportunity to state their cases or submit evidence in support of their respective positions either in person or in writing, then the Executive may take such action as it considered appropriate to deal with the case, and may, by a simple majority vote of those present at a properly called meeting and provided that a quorum exists, to either support the position taken by the Division by rejecting the appeal, or allow the appeal, in which event the Executive may instruct that remedial action be taken by the Division.
(4) A Division that is dissatisfied with any decision of the Executive under this By-Law may appeal such decision in writing to the Board, which exceptionally shall exclude the members of the Executive as well as the Vice-President of the Association for the Division concerned, at a regular or special meeting called specifically for the purpose of hearing such an appeal. In such an eventuality, the National President will stand down and the meeting will be chaired by any member of the Board so constituted which the latter shall elect. After having given the Division and the Executive adequate opportunity to state their cases in support of their respective positions, the Board so constituted has authority to settle the matter by a simple majority vote of the members of the Board. The Board may take such action considered appropriate. The decision of the Board is final and binding on all concerned.
(5) The Executive, by a simple majority vote of those in attendance at a regular or special meeting called specifically for the purpose of considering an appeal by an Active Member in good standing or a Life Member, has authority to refuse to refer any matter to the Board when, in its opinion, the matter being appealed is deemed to be trivial, vexatious, or unfounded in nature or when on the basis of the evidence available, concludes the aggrieved member’s complaint has been dealt with in a fair and reasonable manner by the Division within the limits of its authority.
(6) Whenever applicable, the Constitution, the By-Laws of the Association and the Division By-Laws in that order, will be used to settle grievances. In every case, whether the appeal is within the purview of the Constitution, the By-Laws of the Association or the Division By-Laws or not, common sense, fairness, reasonableness and justice will be used in deciding such matters.
(7) Decisions taken by the general membership at a regularly called General Meeting or Special Meeting of the Association, are appealable only in accordance with the recognized Rules of Order used by the Association to conduct meetings.

Removal of Executive from Office

.2 (1) Any member of the Executive removed from office in accordance with subsection 108.2(3) has the right to appeal the decision of the Executive to the Board of Governors convened at the call of the National President on written request by the aggrieved party.
(2) The National President shall not refuse to refer an aggrieved party’s appeal to such a Board, and will do so within thirty (30) days of receipt of a written request from the aggrieved party.
(3) A meeting of the Board of Governors convened to adjudicate an appeal will consist of not less than three (3) Governors which shall constitute a quorum. The positions taken by both the Executive in reaching its decision to remove a member of the Executive from office, and the aggrieved party will be in writing. It will be at the discretion of the said Board whether or not to allow the presentation of evidence in person by either side of the dispute or whether to call for additional written reports for clarification purposes.
(4) The Board of Governors shall appoint from within its membership, a chairperson, who shall have responsibility for preparation of the said Board’s decision in writing. Its majority decision shall be binding on all parties concerned, and it will be the final level of appeal open to the aggrieved party.
(5) In its deliberations, the Board of Governors will have regard for the Constitution of the Association, and will be guided by common sense, fairness, reasonableness and justice when deciding such matters.

Expulsion from the Association or Termination of Membership

.3 (1) Before expulsion from the Association or termination of membership is finalized pursuant to By-Law 114.5, the member in question will have a thirty (30) day period from the date they were served notice in writing by Registered Mail, to appeal said decision. The notice will contain the reasons for its recommendation to the National President, and describe appeal procedures available.
(2) To be valid, an appeal addressed to the National President must be made in writing, within the prescribed allowable time, and clearly state the grounds and/or basis on which the appeal is made.
(3) The National President will forthwith acknowledge receipt of the appeal, provide the appropriate Division with a copy of the appeal and invite the Division to submit a full and detailed explanation for its recommendation to expel from the Association or termination of membership of the appellant in writing. The Division will also be invited to respond to the member’s appeal.
(4) Concurrently, the National President will empanel a Membership Review Board of three (3) Life Members or Active Members of the Association in good standing who do not have a direct vested interest in the matter, from which the National President will appoint one (1) person to be the Chairperson.
(5) The Membership Review Board will review all submissions made to it in writing and it will also be empowered to undertake any additional enquiries, which are to be responded to in writing, that will assist the Membership Review Board in making a fair equitable and just decision having regard for the Constitution and By-Laws of the Association and the Division in question and the best interests of the Association. It is on this basis that the Membership Review Board will make a majority recommendation to the National President to:
(a) affirm the recommendation of the Division to expel the member from the Association;
(b) affirm the recommendation of the Division to terminate the member’s membership;
(c) unconditionally re-instate the appellant, or
(d) conditionally re-instate the appellant for a specified probationary period.
(6) Having made its recommendation to the National President in writing, the Membership Review Board will be dismissed. There will be no further grounds for appeal by either the appellant or the Division in question.
(7) Upon receipt of the majority recommendation of the Membership Review Board, the National President will, without undue delay, make a decision to dispose of the matter having fully considered the recommendations of the Membership Review Board. Such a decision is final and binding on both parties.
(8) A member declared conditionally re-instated shall agree in writing to abide by the conditions stipulated by the National President. Failure to agree to the conditions in writing, within thirty (30) days of being notified by Registered Mail will result in the person’s immediate expulsion from the Association or termination of their membership as the case may be. Likewise, having agreed to the conditions for re-instatement for a prescribed probationary period, and then not having complied with the conditions in every respect the member will be ordered by the National President to be expelled from the Association or the person’s membership terminated. Such an order is final and irrevocable.

131-135 RESERVED

Coming into Force and General Repeal

136 .1 These General By-Laws, revised at a general meeting on the 16th day of June, 2001 come into force and have operation and effect on the day they receive Ministerial Approval pursuant to the Canada Corporations Act.

.2 Immediately before coming into force of these revised General By-Laws, the several By-Laws previously in force are hereby repealed, except the provisions of the aforementioned By-Law 112.1 to 112.5 inclusive which, since they received Ministerial approval on November 17, 1980, have been and will continue to be in force.

English and French Versions Equally Authoritative

137 .1 The English and French versions of the Constitution and By-Laws of the Association are equally authoritative.

138-140 RESERVED

141 DATE MINISTERIAL APPROVAL GIVEN

MINISTERIAL APPROVAL AS OF THE 27th DAY OF AUGUST, 2001.