Note: this text is an informal version of the Science for Peace by-laws, made available here in HTML for convenient loading and browsing. If necessary, please refer to the annotated facsimile Word version of the original document, prepared for the September 12, 2012 meeting of the Science for Peace Board.
(By-Law No. 1 as amended and restated.)
1.(a) The purpose of this by-law is to amend and restate By-law No. 1 of Science for Peace (the “Corporation”) for the better administration of the affairs of the Corporation and the furtherance of its objectives which, as set out in Supplementary Letters Patent of the Corporation issued by the Minister of Consumer and Commercial Relations of Ontario under date of June 23, 1983, are as follows.
I. To conduct and encourage educational and research activities relating to the dangers of war waged with weapons of mass destruction, especially nuclear weapons.
II. To encourage scientific activities directed towards peace and to urge the publication and dissemination of the findings of peace research.
III. To do such things as are incidental and necessary to the attainment of the above objects.
This by-law is hereby numbered number 1 notwithstanding the numbering of any previous by-laws of the Corporation.
2. In this by-law and in all other by-laws of the Corporation, unless the context otherwise requires, words importing the singular number or the masculine gender shall include the plural number or the feminine gender, as the case may be, the vice versa, and references to persons shall include firms and corporations.
3. The Head Office of the Corporation shall be in the City of Toronto in the Municipality of Metropolitan Toronto in the Province of Ontario, or as at such other place in Canada as the Board of Directors (the “Board”) may from time to time determine.
4. The seal, an impression whereof is stamped in the margin hereof, shall be the corporate seal of the Corporation.
5.(a) The membership in the Corporation shall reflect its national character and shall be limited to persons that support the objectives of the corporation and fulfill any requirements for membership as hereinafter set out. Membership is not limited to Canadian citizens or residents.
(b) The Board may from time to time establish different classes of membership and a membership fee for each class of membership. Each member shall have the right to vote at all meetings of the Corporate subject to any class of membership. Membership shall be subject to payment of the prescribed membership fee. Members must be of the full age of 18 years.
(c) Subject to any resolution to the contrary by the Board, the Executive Committee shall have the authority to deal with all applications for membership subject to ratification by the Board at its next meeting following the date of approval by the Executive Committee.
(d) A member may resign by written notice effective upon receipt thereof by the Secretary of the Corporation or at the Head Office of the Corporation. A member may be removed or suspended from membership for not complying with any of the provisions of this paragraph by a vote of the Executive Committee ratified by a vote of two-thirds of the members of the Board or by vote of two-thirds of the members. Notice of the proposed suspension or removal must be given with the notice of the meeting of the Board or members.
(e) The Executive Committee and the Board shall endeavour to ensure that at least two thirds of the total members from time to time are practising scientists, engineers or technologists.
Meeting of Members
6.(a) The annual or any other meeting of the members shall be held at the head office of the Corporation or elsewhere as the Board may determine and on such day as the Board shall determine.
At every annual meeting, in addition to any other business that may be transacted, the report of the President, the financial statement and the report of the auditors shall be presented and directors elected and auditors appointed for the ensuring year. Subject to any provision to the contrary in the by-laws of the Corporation the members may consider and transact any business without any notice thereof. The Board or the President or Vice-President shall have power to call at any time a general meeting of members. No public notice or advertisement of members’ meetings shall be required, but notice of the time and place of every such meeting shall be required, but notice of the time and place of every such meeting shall be deemed to be sufficiently given to each member by delivery or by sending the notice by prepaid mail or telex or fax not less than fifteen (15) days before the time fixed for the holding of such meeting; provided that any meetings of members may be held at any time and place without such notice if all the members of the Corporation are present thereat and waive notice thereof.
(b) A quorum for the transaction of business at any meeting of members shall consist of not less than 8 members present in person provided that the Board may by resolution from time to time increase such quorum to any number not exceeding 50.
(c) Each member of the Corporation shall at all meetings of members be entitled to one vote but must be present in person to cast such vote.
(d) No non-substantive error or omission in a notice or the giving thereof of any meeting of members 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 the purpose of sending notice to any member, director or officer for any meeting or otherwise, the address of any member shall be the address recorded on the books of the Corporation.
Board of Directors
7.(a) The affairs of the Corporation shall be managed by a board of not less than 15 and otherwise as determined by a resolution of the Board from time to time. In the absence of such resolution the size of the Board shall be 60. Each director at the time of election or within 10 days thereafter, and throughout the term of office must be a voting member of the Corporation. Each director shall be elected to hold offices until the successor shall have been dully elected and qualified. The members of the corporation may, by resolution passed by at least two-thirds of the votes cast at a general meeting of which notice specifying the intention to pass such resolution has been given, remove any director and may, by a majority of the votes cast at such meeting, elect any person in the stead thereof for the remainder of the term thereof.
(b) The term of office of a director shall be two years. As nearly as practicable one half the directors shall be elected at each annual general meeting.
(c) Vacancies on the Board of Directors may, so long as a quorum of directors remain in office, be filled by the directors from among the voting members of the Corporation. If there is not a quorum of directors, the remaining directors shall forthwith call a meeting of the members to fill any vacancy.
(d) 7 directors shall form a quorum, for the transaction of business subject to any resolution of the Board increasing such number from time to time.
(e) Except as otherwise required by law, the Board may hold its meetings at such place or places as it may from time to time determine. No formal notice of any such meetings shall be necessary if all the directors are present, or it those absent have signified their consent to the meeting being held in their absence. Directors’ meetings may be called by the President or by the Vice-President. Written notice of such meetings shall be delivered to each director not less than seven days or days in any month or months for regular meetings at an hour to be named and of such regular meeting no notice, immediately following the annual meeting of the Corporation.
(f) No non-substantive error or omission in a notice or the giving thereof shall invalidate such meeting of the Board or invalidate or make void any proceedings taken or had as such meeting and any director may at any time waive notice of any such meeting and may ratify and approve of any or all proceeding taken or had thereat.
(g) Questions arising at any meeting of the Board shall be decided by a majority of votes.
In case of any equality of votes, the question shall be deemed to have been defeated. The Chairman shall not have a second or casting vote.
(h) The Board 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 my lawfully enter into and, save as hereinafter provided, generally may exercise all such other powers and do all such other acts and things the Corporation may do.
Without in any way derogating from the foregoing, the directors are expressly empowered, from time to time, to purchase, lease or otherwise acquire, alienate, sell, exchange or otherwise dispose of shares, stocks, rights, warrants, options and other securities, lands, buildings, and other property movable or immovable, real or personal, or any right consideration and upon such terms and conditions as they may deem advisable.
(i) The directors shall receive no remuneration for acting as such.
Officers of Corporation
8.(a) The officers of the Corporation shall be the President, Vice-President, Secretary, Treasurer and such other officers as the Board may by resolution determine from time to time.
b) The President shall preside at all meetings of members and of the Board. The President shall have the general management and supervision of the affairs of the Corporation. The President with the Secretary or other officer appointed by the Board for the purpose shall sign all by-laws and membership certificates.
(c) The Vice President shall in the absence of the President perform all of the duties thereof.
(d) The Secretary shall in the absence of the President and Vice-President perform all of the duties thereof and shall attend all meetings of the Board. The Secretary shall be responsible for the minutes of all proceedings. The Secretary shall give all notices required to be given to members and directors. The Secretary shall be the custodian of the seal of the corporation and of all books, papers, records, correspondence, contracts and other documents belonging to the Corporation.
(e) The Treasurer in the absence of the President, Vice-President and Secretary shall perform the duties thereof. The Treasurer shall keep full and accurate accounts of all receipts and disbursements of the Corporation in proper books of account and shall deposit all moneys or other valuable effects in the name and to the credit of the Corporation in such bank or banks as may from time to time be designated by the Board and shall disburse the funds of the Corporation under the direction of the Board taking proper vouchers therefor and shall render to the Board as required an account of all such transactions as Treasurer, and of the financial position of the Corporation.
(f) The duties of such officers may be added to and the duties of any other officers of the Corporation appointed by the Board shall be determined by the Board from time to time.
9.(a) Subject to a resolution otherwise of the Board, there shall be an Executive Committee consisting of the officers and of any other directors not exceeding 3 as the Board may appoint from time to time.
(b) The quorum of the Executive Committee shall be not less than 3 and subject thereto shall be such number as the Board may determine from time to time.
(c) The president and in the absence thereof the Vice-President shall preside at all meetings of the Executive Committee. Meetings thereof shall take place at such time and on such day as the President or Vice President may determine. There shall be at least 3 days’ written notice of any meeting of the Executive Committee provided that no notice shall be required if all members of the Executive Committee are present thereat or if all have waived notice of such meeting.
(d) At all meetings of the Executive committee the decision shall be by majority of the votes cast and the Chairman shall not be entitled to a second or casting vote.
(e) The Executive Committee shall perform all the functions and have all the powers and duties of the Board subject as follows:
(I) The Board may limit or prescribe the functions, powers and duties of the Executive Committee from time to time;
(II) The Board and not the Executive Committee shall perform any functions and any powers and duties required by law or by the by-laws of the Corporation to be performed by the Board and expressly not to be performed by the Executive committee;
(III) Subject to the aforesaid the Executive Committee shall not have the power to perform any of the following functions, powers and duties:
(a) change the location of the head office; (b) establish classes of membership; (c) remove a director or officer; (d) fill a vacancy on the Board; (e) remove any members of the Executive Committee; (f) establish or approve the establishment of a branch subgroup or chapter of the Corporation; (g) amend any of the by-laws of the Corporation; (h) authorize any capital expenditure of the Corporation not included in or contemplated by a budget or forecast approved by the Board from time to time.
10. (a) There shall be an Advisory Council the members of which shall be appointed by the Board from time to time. Such appointments shall give preference to past members of the Board who wish to remain active with the Corporation.
(b) The term of office shall be two years subject to re-appointment.
(c) The Advisory Council shall give such advice and make such recommendations to the Board as the Board may request from time to time or as the Advisory Council may determine. Members may attend any meeting of the Board.
Execution of Documents
11. Deeds, transfers, licences, contracts and agreements of the Corporation shall be signed by the President or Vice-President and by the Secretary or Treasurer, and the Secretary shall affix the seal of the Corporation to such instruments as require the same.
Contracts in the ordinary course of the Corporation’s operation may be entered into on behalf of the Corporation by the President, acting with a Vice-President, or by any persons authorized by the Board.
Any two of the Officers, and any persons from time to time designated by the board of Directors may transfer any and all shares, bonds, or other securities from time to time standing in the name of the Corporation in its individual or any other capacity or as trustee or otherwise and may accept in the name and on behalf of the Corporation transfers of shares, bonds or other securities from time to time transferred to the Corporation, and may affix the corporate seal to any such transfers or acceptances of transfers, and may made, execute and deliver under the corporate seal any and all instruments in writing necessary or proper for such purposes, including the appointment of an attorney or attorneys to make or accept transfers of shares, bonds or other securities on the books of any company or corporation.
Notwithstanding any provisions to the contrary contained in the by-laws of the Corporation, the Board may at any time by resolution direct the manner in which, and the person or persons by whom, any particular instrument, contract, or obligations of the Corporation may or shall be executed.
Books and Records
12. The Board shall see that all necessary books and records of the Corporation required by the by-laws of the Corporation or by any applicable statute or law are regularly and properly kept.
13. Unless otherwise ordered by the Board the financial year of the Corporation shall terminate on the 31st day of December in each year.
14. All cheques, bills of exchange or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board and any one of such officers or agents may alone endorse notes and drafts for collection on account of the Corporation through its bankers and endorse notes and cheques for deposit with the Corporation’s bankers for the credit of the Corporation, or the same may be endorsed “for collection” or “For deposit” with the bankers of the Corporation by using the Corporation’s rubber stamp for the purpose. Any one of such officers or agents so appointed may arrange, settle, balance and certify all books and accounts between the Corporation and the Corporation’s bankers and may receive all paid cheques and vouchers and sign all the bank’s forms or settlement of balances and release or verification slips.
Deposit of Securities for Safekeeping
15. The securities of the Corporation shall be deposited for safekeeping with one or more bankers, trust companies or other financial institutions to be selected by the Board. Any and all securities so deposited may be withdrawn, from time to time only upon the written order of the Corporation singed by such officer or officers, agent or agents of the Corporation, and in such manner, as shall from time to time be determined by resolution of the Board and such authority amy be general or confined to specific instances. The institutions which may be so selected as custodians of the Board shall be fully protected in acting in accordance with the directions of the Board of Directors and shall in no event be liable for the due application of the securities so withdrawn from deposit or the proceeds thereof.
16. Whenever under the provisions of the by-laws of the Corporation, notice is required to be given, such notice may be given either personally or by telex or fax or by depositing same in a post office or a public letter-box, in a prepaid, sealed wrapper addressed to the director, officer or member at his or their address as the same appears on the books of the Corporation. A notice or other document so sent by post shall be held to be sent at the time when the same was deposited in a post office or public letter-box as aforesaid, or if telexed or faxed shall be held to be sent of telexing or faxing. For the purpose of sending any notice the address of any member, director or officer shall be his last address as recorded on the books of the Corporation.
17. The directors may from time to time:
(a) borrow money on the credit of the Corporation; or
(b) issue, sell or pledge securities of the Corporation; or
(c) charge, mortgage, hypothecate or pledge all or any of the real or personal property of the Corporation, including book debts, rights, powers, franchises and undertakings, to secure any securities or any money borrowed, or other debt, or any other obligation or liability of the Corporation.
From time to time the Board may authorize any director, officer or employee of the Corporation or any other person to make arrangements with reference to the moneys borrowed or to be borrowed as aforesaid and as to the terms and conditions of the loan thereof, and as to the securities to be given therefor, with power to vary or modify such arrangements, terms and conditions and to give such additional securities for any moneys borrowed or remaining due to the Corporation as the Board of Directors may authorize, and generally to manage, transact and settle the borrowing of money by the Corporation.
Chapters, Affiliates and Subgroups of the Corporation
18. The Board may from time to time establish or approve the formation of a branch, subgroup or chapter hereinafter called a “chapter” of the Corporation for the purpose of furthering the aims and objectives of the Corporation in a geographical area or location as approved by the Board from time to time. The Board may establish any working relationship or affiliation with any other corporation, group or association that may further the aims and objectives of the Corporation. The powers, constitutions and by-laws of a chapter shall be subject to the approval of the Board. The name of a chapter shall be subject to the approval of the Board and shall indicate that the chapter is a chapter of the Corporation. The Board may set out from time to time conditions for the continuance of a chapter.
Amendment of By-Laws
19. The Board may from time to time enact any by-laws relating in any way to the Corporation or the conduct of its affairs including by-laws providing for supplementary letters patent and the by-laws of the Corporation may be repealed or amended by by-laws. Such enactment, repeal or amendment shall be by majority of the directors at a meeting of the Board and sanctioned by an affirmative vote of at least two-thirds of the members at a meeting duly called for the purpose of considering any such enactment, repeal or amendment.
Protection and Indemnity of Directors and Officers
20. Save in regard to the willful neglect or default of a director or officer, no director or officer shall be liable for the acts, neglects or defaults of any other director or officer or for any loss or expense to the Corporation through the insufficiency or defect in title to any property of the Corporation or the insufficiency or deficiency of any security in regard to which monies of the Corporation may be invested or for any loss arising from bankruptcy or insolvency or the torcheus act of any person with whom any monies or securities of the Corporation shall be deposited and every director and officer of the Corporation and the heirs, executors, administrators and assigns thereof shall be indemnified and saved harmless out of the funds of the Corporation from and against any costs, charges and expenses whatsoever that such director or officer sustains or incurs in regard to any action, suit or proceeding which is brought commenced or prosecuted against the same for or in respect of any deed, matter or thing made, done or permitted in or about the execution of the duties of the director or officer or in relation to the affairs of the Corporation.PASSED by the Board on the ___ day of _____ 1988 and approved by the members on the ___ day of _____ 1988.
Notes on the Amended By-Laws
An updated by-law governing the operation of Science for Peace is being presented for the consideration of the Annual General Meeting. It is necessary in order to embody legally various decisions taken at previous general meetings. The amended By-Law was prepared for us by R.W.W. Fraser, of the law firm Fraser & Beatty, in consultation with the Executive officers. It was presented to the Board of Directors of Science for Peace at its meeting of May 3, 1988, and the Board approved it presentation to this Annual General Meeting for adoption.
The substantive changes from the preceding version of the By-Laws are the following:
(a) Expansion of the Board to 60 members. This was adopted at the AGM of 1983, and has been our practice, but seems never to have been included legally in our by-laws. — See Par. 7 (a)
(b) Establishment of the executive post of Vice-President, as decided at the AGM of 1987. — See Par. 8 (a) et seq.
(c) The jurisdiction of the Executive Committee and its limitations are spelled out more clearly than before. —See Par. 9 (e)
(d) The existence of the Advisory Council is given formal recognition. Such a council was established at the 1986 AGM. — See Par. 10.
(e) The Chapter structure for Science for Peace is given formal recognition. — See Par. 18.
(f) The possibility of group (as opposed to individual) membership has repeatedly been rejected by the Board. All references to this possibility have been removed from the revised By-Law. — See Par. 5.
Except for these matters the amended By-Laws repeats the provisions of the previous version (although in somewhat less complicated language in many cases).
(g) The date of termination of the corporation’s fiscal year was changed to the 31st day of December in each year. Approved by members at the 1998 AGM. Amendment registered and approved by Revenue Canada. — see par. 13.