Quinte Amateur Radio Club,
546 Montrose Rd.,
Belleville, Ontario K8R 1B3
By email to any of the Directors
QARC Bylaws
CORPORATE SEAL
1. The seal, an impression whereof is stamped in the margin hereof, shall be
the seal of the Corporation.
CONDITIONS OF MEMBERSHIP
2. Membership in the Corporation shall be limited to persons interested in
furthering the objects of the Corporation and shall consist of Full
Membership, Associate Membership, Family Membership, Life Membership
and Honourary Life Membership.
I) Full Membership: shall include members holding a Certificate Of
Proficiency in Amateur Radio issued by Industry Canada. Full membership
requires payment of the annual dues and entitles one vote per member in
Corporation business.
II) Associate Membership: shall include all others interested in Amateur
Radio. Associate members are required to pay 2/3 of the annual dues and
are not allowed to vote on Corporation matters.
III) Family Membership: shall include any family of two or more members in
the same household who hold a Certificate Of Proficiency in Amateur Radio.
Dues are not required to be paid by the second and/or any further family
members. Such members are deemed to have Full Membership, with the
right to vote on Corporation business, but shall not receive copies of the
bulletin.
IV Life Membership:
a) having been a member for twenty consecutive years, a person may
purchase a Life Membership by paying two (2) year's dues at the current
rate, and shall have Full Membership voting privileges.
b) a person may purchase a Life Membership at any time by paying fifteen
(15) years dues in advance at the rate of dues in force at the time of
purchase, and shall have Full Membership voting privileges.
V) Honourary Life Membership:
(a) any person, whether an Amateur Radio Operator or not, having rendered
distinguished service to, or in the field of, Amateur Radio, shall be eligible for
Honourary Life Membership and accepted as such by a vote at any meeting
of the Corporation when a quorum of the membership is present. His rights
and privileges shall be those of an Associate Member and not subject to
dues or assessment. If elected from the membership, he would not be
deprived of his rights as a Full Member. However, such privileges do not
include membership in any other Amateur Radio organization when an
additional expense to the Corporation is involved.
(b) when a person purchases a Life Membership, or is elected an Honourary
Life Member, his name, call, and the date shall be added to that section of
the Regulations of the Corporation reserved for that purpose.
3. There shall be membership dues. Dues are to be renewed on or before
the beginning of the fiscal year starting July 1 of said year, and the amount of
annual dues is to be fixed by the Board of Directors, and approved by a
quorum of members present at any regular meeting or annual meeting.
Members not renewing their dues prior to January 1 of fiscal year shall cease
to be members of the corporation and their names removed from the
membership list.
4. Any member may withdraw from the Corporation by delivering to the
Corporation a written resignation and lodging a copy of the same with the
secretary of the Corporation.
5. Any member may be required to resign by a vote of three-quarters (3/4) of
the members at an annual meeting or a regular meeting provided that any
such member shall be granted an opportunity to be heard at such meeting.
HEAD OFFICE
6. Until changed in accordance with the Act, the Head Office of the
Corporation shall be in Belleville, in the Province of Ontario.
BOARD OF DIRECTORS
7. The property and business of the Corporation shall be managed by a
board of 5 directors of whom 3 shall constitute a quorum. Directors must be
individuals, 18 years of age, with power under law to contract. Directors must
be Full Members or Life Members of the Corporation.
All Directors must be elected by the membership at an annual meeting.
A person who is not a member may be elected a director, but must become a
Full Member or Life Member within ten (10) days of election or else cease to
be a director.
8. The applicants for incorporation shall become the first directors of the
Corporation whose term of office on the Board of Directors shall continue
until their successors are elected.
At the first May annual meeting of members, they shall elect a new Board of
Directors who shall replace the provisional directors named in the Letters
Patent of the Corporation, to be effective on the first day of the next fiscal
year.
9.Directors shall be elected at each annual meeting for a 1 (one) year term.
10. The office of director shall be automatically vacated:
a) if a director has resigned his office by delivering a written resignation to
the secretary of the Corporation;
b) if he is found by a court to be of unsound mind;
c) if he moves his place of residence to a place far enough outside of
Belleville, in the Province of Ontario, that he cannot effectively perform his
duties because of the distance;
d) if at a special general meeting of members, a resolution is passed by two-
thirds (2/3) of the members present at the meeting that he be removed from
office provided that any such member shall be granted an opportunity to be
heard at such meeting;
e) on death;
provided that if any vacancy shall occur for any reason in this paragraph
contained, the Board of Directors by majority vote, may, by appointment, fill
the vacancy with a member of the Corporation.
11. Meetings of the Board of Directors shall be held at a time and place that
shall from time to time be determined by the directors provided that 48 hours
written notice of such meeting shall be given, other than by mail, to each
director. Notice by mail shall be sent at least 14 days prior to the meeting.
There shall be at least one (1) meeting per year of the Board of Directors. No
error or omission in giving notice of any meeting of the Board of Directors or
any adjourned meeting of the Board of Directors of the Corporation shall
invalidate such meeting or make void any proceedings taken thereat and any
director may at any time waive notice of any such meeting and may ratify,
approve and confirm any or all proceedings taken or had thereat. Each
director is authorized to exercise one (1) vote.
If all the directors of the Corporation consent thereto generally or in respect
of a particular meeting, a director may participate in a meeting of the board
by means of such conference telephone or other communications facilities as
permit all persons participating in the meeting to hear each other, and a
director participating in such a meeting by such means is deemed to be
present at the meeting.
12. The directors shall serve as such without remuneration and no director
shall directly or indirectly receive any profit from his position as such;
provided that a director may be paid reasonable expenses incurred by him in
the performance of his duties. Nothing herein contained shall be construed to
preclude any director from serving the Corporation as an officer, or in any
other capacity and receiving compensation therefor.
13. A retiring director shall remain in office until the dissolution or
adjournment of the meeting at which his retirement is accepted and his
successor is elected.
14. The Board of Directors may appoint such agents and engage such
employees as it shall deem necessary from time to time and such persons
shall have such authority and shall perform such duties as shall be
prescribed by the Board of Directors at the time of such appointment.
15. A reasonable remuneration for all agents and employees shall be fixed by
the Board of Directors by resolution. Such resolution shall be in force and
effect only until the next meeting of members when such resolution shall be
confirmed by resolution of the members, or in the absence of such
confirmation by the members, then the remuneration to such agents or
employees shall cease to be payable from the date of such meeting of
members.
INDEMNITIES TO DIRECTORS AND OTHERS
16. 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 or thing whatsoever, made, done or permitted by him, in or
about the execution of the duties of his office or in respect of any such
liability;
b) all the costs, charges and expenses which he sustains or incurs in or
about or in relation to the affairs thereof, except such costs, charges or
expenses as are occasioned by his own wilful neglect or default.
POWERS OF DIRECTORS
17. The directors of the Corporation may administer the affairs of the
Corporation in all things and make or cause to be made for the Corporation,
in its name, any kind of contract which the Corporation may lawfully enter
into and, save as hereinafter provided, generally, may exercise all such other
powers and do all such other acts and things as the Corporation is by its
charter or otherwise authorized to exercise and do.
18. The directors shall have power to authorize expenditures on behalf of the
Corporation from time to time and may delegate by resolution to an officer or
officers of the Corporation the right to employ and pay salaries to employees.
The directors shall have the power to enter into a trust arrangement with a
trust company for the purpose of creating a trust fund in which the capital
and interest may be made available for the benefit of promoting the interest
of the Corporation in accordance with such terms as the Board of Directors
may prescribe.
19. The Board of Directors shall take such steps as they may deem requisite
to enable the Corporation to acquire, accept, solicit or receive legacies, gifts,
grants, settlements, bequests, endowments and donations of any kind
whatsoever for the purpose of furthering the objectives of the Corporation.
OFFICERS
20. The Officers of the Corporation shall be a President, Vice-President,
Secretary,Treasurer, and any such other officers as the Board of Directors
may determine. Officers must be elected by the membership at an annual
meeting. Any two offices may be held by the same person. Officers need not
be directors, but shall be Full Members or Life Members in good standing.
21. Officers shall serve as such without remuneration and no officer shall
directly or indirectly receive any profit from his position as such; provided that
an officer may be paid reasonable expenses incurred by him in the
performance of his duties.
22. The Officers of the Corporation shall hold office for a term to be
determined from time to time by the Board of Directors, beginning on the first
day of the next fiscal year from the date of election, or until their successors
are elected or appointed in their stead. Officers may be removed by a motion
sustained by 3/4 of the members present at a regular meeting.
DUTIES OF OFFICERS
23. The President shall be the chief executive officer of the Corporation. He
shall preside at all meetings of the Corporation and of the Board of Directors.
He shall have the general and active management of the affairs of the
Corporation. He shall see that all orders and resolutions of the Board of
Directors are carried into effect.
24. The Vice-President shall, in the absence or disability of the president,
perform the duties and exercise the powers of the president and shall
perform such other duties as shall from time to time be imposed upon him by
the Board of Directors.
25. The Treasurer shall have the custody of the funds and securities of the
Corporation and shall keep full and accurate accounts of all assets, liabilities,
receipts and disbursements of the Corporation in the books belonging to the
Corporation and shall deposit all monies, securities and other valuable
effects in the name and to the credit of the Corporation in such chartered
bank of trust company, or, in the case of securities, in such registered dealer
in securities as may be designated by the Board of Directors from time to
time. He shall disburse the funds of the Corporation as may be directed by
proper authority taking proper vouchers for such disbursements, and shall
render to the president and directors at the regular meeting of the Board of
Directors, or whenever they may require it, an accounting of all the
transactions and a statement of the financial position, of the Corporation. He
shall also perform such other duties as may from time to time be directed by
the Board of Directors.
27. The Secretary may be empowered by the Board of Directors, upon
resolution of the Board of Directors, to carry out his affairs of the Corporation
generally under the supervision of the officers thereof and shall attend all
meetings and act as clerk thereof and record all votes and minutes of all
proceedings in the books to be kept for that purpose. He shall give or cause
to be given notice of all meetings of the members and of the Board of
Directors, and shall perform such other duties as may be prescribed by the
Board of Directors or president, under whose supervision he shall be. He
shall be custodian of the seal of the Corporation, which he shall deliver only
when authorized by a resolution of the Board of Directors to do so and to
such person or persons as may be named in the resolution.
28. The duties of all other officers of the Corporation shall be such as the
terms of their engagement call for or the Board of Directors requires of them.
EXECUTION OF DOCUMENTS
29. Contracts, documents or any instruments in writing requiring the
signature of the Corporation, shall be signed by any two officers and all
contracts, documents and instruments in writing so signed shall be binding
upon the Corporation without any further authorization or formality. The
directors shall have power from time to time by resolution to appoint an
officer or officers on behalf of the Corporation to sign specific contracts,
documents and instruments in writing. The directors may give the
Corporation's power of attorney to any registered dealer in securities for the
purposes of the transferring of and dealing with any stocks, bonds, and other
securities of the Corporation. The seal of the Corporation when required may
be affixed to contracts, documents and instruments in writing signed as
aforesaid or by any officer or officers appointed by resolution of the Board of
Directors.
MEETINGS
30. The annual or any other general meeting of the members shall be held at
the head office of the Corporation or at any place in Canada as the Board of
Directors may determine and on such day as the said directors shall appoint.
The Auditor(s) shall be appointed at the annual meeting for the ensuing year.
31. At the first meeting of the fiscal year, in addition to any other business
that may be transacted, the report of the directors, the financial statement
and the report of the auditors shall be presented. The members may
consider and transact any business either special or general at any meeting
of the members. The Board of Directors or the president or vice-president
shall have power to call at any time, a general meeting of the members of the
Corporation. The Board of Directors shall call a special general meeting of
members on written requisition of members carrying not less than 5% of the
voting rights. 15% of the membership present in person at a meeting plus the
presence of 3 of the Directors will constitute a quorum.
32. Fourteen (14) days' written notice shall be given to each voting member
of any annual or special general meeting of members. Notice of any meeting
where special business will be transacted shall contain sufficient information
to permit the member to form a reasoned judgement on the decision to be
taken. Notice of each meeting of members must remind the member that he
must be present in person to vote. Each voting member present at a meeting
shall have the right to exercise one vote. There shall be no proxy voting.
33. No error or omission in giving notice of any annual or general meeting or
any adjourned meeting, whether annual or general, of the members of the
Corporation shall invalidate such meeting or make void any proceedings
taken thereat and any member may at amy time waive notice of any such
meeting and may ratify, approve and confirm any or all proceedings taken or
had thereat. For purpose of sending notice to any member, director or officer
for any meeting or otherwise, the address of the member, director or officer
shall be his last address recorded on the books of the Corporation.
MINUTES OF BOARD OF DIRECTORS (AND EXECUTIVE COMMITTEE)
34. The minutes of the Board of Directors (or the minutes of the executive
committee) shall not be available to the general membership of the
Corporation but shall be available to the Board of Directors. A copy of the
minutes of each meeting shall be made available on request to each
Director.
VOTING OF MEMBERS
35. At all meetings of members of the Corporation, every question shall be
determined by a majority of votes unless otherwise specifically provided by
statute or by these by-laws.
FINANCIAL YEAR
36. Unless otherwise ordered by the Board of Directors, the fiscal year shall
start on July 1 and end on June 30 of the following year unless otherwise
ordered by the Board of Directors and approved by a majority of members at
a regular meeting or annual meeting.
COMMITTEES
37. The Board of Directors may appoint committees whose members will
hold their offices at the will of the Board of Directors. The directors shall
determine the duties of such committees, and may fix any remuneration to
be paid.
AMENDMENT OF BY-LAWS
38. The by-laws of the Corporation not embodied in the letters patent may be
repealed or amended by by-law enacted by a majority of the directors at a
meeting of the Board of Directors and sanctioned by an affirmative vote of at
least two-thirds (2/3) of the members at a meeting duly called for the purpose
of considering the said by-law, provided that the repeal or amendment of
such by-laws shall not be enforced or acted upon until the approval of the
Minister of Consumer and Corporate Affairs has been obtained.
AUDITORS
39. The members shall, at each annual meeting, appoint an auditor to audit
the accounts of the Corporation for report to the members at the next annual
meeting. The auditor shall hold office until the next annual meeting provided
that the directors may fill any casual vacancy in the office of the auditor. The
remuneration of the auditor shall be fixed by the Board of Directors.
BOOKS AND RECORDS
40. The directors shall see that all necessary books and records of the
Corporation required by the by-laws of the Corporation or by any applicable
statute or law are regularly and properly kept.
RULES AND REGULATIONS
41. The Board of Directors may prescribe such rules and regulations not
inconsistent with these by-laws relating to the management and operation of
the Corporation as they deem expedient, provided that such rules and
regulations shall have force and effect only until the next annual meeting of
the members of the Corporation when they shall be confirmed, and failing
such confirmation at such annual meeting of members, shall at and from that
time cease to have any force and effect.
INTERPRETATION
42. In these by-laws and in all other by-laws of the Corporation hereafter
passed unless the context otherwise requires, words importing the singular
number of the masculine gender shall include the plural number or the
feminine gender, as the case may be, and vice versa, and references to
persons shall include firms and Corporations.
******************************************************************
REGULATIONS OF THE CORPORATION
Quinte Amateur Radio Club Incorporated
1. Terms of Office
The Executive of the Quinte Amateur Radio Club are to be elected at the
May (annual) meeting of the Club.Their term of office shall be one year,
commencing at the start of the next fiscal year immediately following the date
of election,that is from July 1 to June 30.
2. Honourary Life Members:
Bill Barrie VE3AAS 2006
Life Members:
Syd Horne VE3EGO 2005
Tim Pekkonen VE3UO (ex.VE3HCM) 2005
Michael Papper VE3OX (VE3VMP) 2003
Ivan Graham VE7GTT (VA3IG, VE3GTH) 1992
Don Davenport VE3BPL 1992
The names of any deceased Honourary Life members, or Life Members shall
be removed from these rolls, and added to the Roll of Honour.
3. Roll of Honour
· James Allan (Al) Smith VE3GI (Hon Life Member 2006; SK July 29, 2013)
· Al Taylor VE3WV (Hon Life Member 2008; SK Jan 26, 2012)
· Richard (Dick) Hayes VE3EER ( Life Member 2008; SK Nov 2, 2011)
· Bob SandsVE3BOB (Hon Life Member 2006; SK May 5, 2011)
· Albert BakytaVE3BHK (Hon Life Member 2006; SK Aug 28, 2010)
· Ronald ChapmanVE3IVC (Hon Life Member 2000; SK Dec 23, 2009)
· Harold CarruthersVE3NW (Hon Life Member 2006; SK Dec 9, 2006)
· Al Smardon VE3OX (Hon Life Member 2005; SK Aug 3, 2005)
· Gerry Ingles VE3HBR
· William Thompson VE3RW
· H.R.(Reg) Varcoe VE3RR (Hon Life Member, 1977)
· T.W.R. (Ross) Dryden VE3AUU (Hon Life Member, 1992)
· W.B. (Buster) Doubleday VE3NF (Hon Life Member, 1974)
The Roll of Honour posthumously honours the memory of individual
members of the Quinte Amateur Radio Club who contributed significantly to
the Hobby of Amateur Radio.
4. Dues
At the time of Incorporation of the Quinte Amateur Radio Club, dues are
$15.00 per fiscal year.
Dues were set to $ 20.00 per fiscal year at the February 1994 meeting.
Dues were set to $ 25.00 per fiscal year at the March 1998 meeting.
Those persons who are Full-time students of a High School or other
institution of higher education may become Full members of the Corporation
upon payment of 1/2 of the annual dues provided they are qualified to
become full members. (Amendment April 1994)
Those persons eligible to join the club during the fiscal year shall pay dues
as follows:
First Quarter: (July August September): $25.00
Second Quarter: (October November December): $20.00
Third Quarter: (January February March): $15.00
Fourth Quarter: (April & May): $10.00
Note: It is expected that new members joining in June would normally pay
Full Dues for the following fiscal year.
Amendment: September 16, 2015: New dues will be $10 for RAC members,
and $15 for non-RAC members.
5. Amendments and Additions
These Regulations may be amended or added to by a 2/3 majority vote of
members in attendance at a regular meeting where a Quorum is present.
Proposals for amendments or additions shall be submitted in writing at any
regular meeting, but may not be voted on until the next regular meeting.
Only Regulation No.8, Rules for the Reg Varcoe Award, may be amended by
the Executive.
6. Club Property
a) Club property is the property of the members as a whole.
b) Club Property shall only be disposed of by a majority vote at a regular
meeting when a quorum of members is present. One month's notice shall be
given to all members before any vote shall be taken.
c) Proceeds from the sale of Club Property shall be placed in the Club
treasury.
d) In the event of dissolution of the Quinte Amateur Radio Club, all club
property shall be disposed of. The proceeds from such sales shall be
donated to a charitable organization chosen by a majority vote at a regular
meeting when a quorum is present.
7. Reg Varcoe Fund
In 1977 Mr Reg Varcoe VE3RR who since 1961 has donated the Reg Varcoe
Award together with a subscription to the Radio Society of Ontario, donated
the sum of $100.00 to the club.The interest from this fund is to pay the
subscription mentioned above as requested by Mr Varcoe. Due to the fact
that the R.S.O. is discontinued, a subscription shall be made on behalf of the
member to a magazine as selected by the Club Executive.
8. Reg Varcoe Award
a) This award was instituted by Mr Reg Varcoe VE3RR to encourage
Amateurs to take part in emergency work,experimenting, or any other activity
that will add to the prestige and pleasure of the Amateur Radio fraternity.
b) The trophy is awarded annually covering the period ending June 30. It is
to awarded to the club member or associate member (including officers and
directors) who, in the opinion of the membership, has made the greatest
contribution to Amateur Radio in general or to the Quinte Amateur Radio
Club.
c) The trophy may be for outstanding work in any of the following:
emergency service;
assistance to members in obtaining their license;
pioneering work on unused frequencies or new techniques;
traffic handling;
or any other outstanding Amateur Radio activity or service to the community.
d) The award shall be a plaque to which a tab shall be added each year
showing the name of the winner,his callsign and the year. The winner may
keep the plaque for one year.
In addition to the plaque, there will be a subscription for one year to an
Amateur publication as selected by the Executive. This subscription will be
paid for by the Reg Varcoe Fund as per Quinte Amateur Radio Club
Regulation No 7.
e) Nominations will be submitted in writing to the Executive, stating the
reasons for nomination,and signed by two members or associate
members,including officers and directors,of the Club.The winner shall be
decided by a ballot of the members present at any regular meeting.
f) Rules for the Reg Varcoe Award, Regulation No 8, may be amended by the
Executive at the beginning of the contest year.