THE CATALINA PRESERVATION SOCIETYTM
CONSTITUTION and BYLAWS
CONSTITUTION
Article I The Society Name is …”The Catalina Preservation Society”… incorporated in the Province of British Columbia, Canada.
Article II Our Purpose is to: Acquire a PBY Catalina and promote its unique heritage.
Activities in support or our Purpose:
a. Develop a collection of living histories and artefacts significant to PBY Catalina.
b. Preserve the PBY Catalina heritage through artefact restoration and educational programs to stimulate a broad range of audiences using:
– Displays of PBY Catalina Artefacts
– An interactive PBY Catalina simulator
– Authentic PBY Catalina stories collected from air and ground crew<
– Video’s of the PBY Catalina
c. Develop visual and hands on educational exhibits of the PBY Catalina using
– Communications equipment
– Navigation Instruments and maps
– Historic PBY Catalina Flying Manuals
– Living Histories
– Photographs
– Aircrew Logbooks
d. Operate an aviation library accessible to anyone interested in the PBY Catalina.
e. Encourage research by interested parties taking advantage of the society’s collection of archival resources.
f. Cultivate a greater awareness of the PBY Catalina through participation in air shows, museums, open houses and charity events.
g. Our Mission is to “Bring Life to Yesterdays PBY Catalina ”
h. Our Vision is “To stimulate the imagination of a broad audience by showcasing the unique PBY Catalina”
Article III Dissolution: In the event of dissolution and winding-up of the society, all its assets remaining, after all debts and liabilities have been paid or discharged or a provision for such payment or discharge has been made, shall be paid, transferred, or delivered to such charitable institutions and in such proportions as the members of the society shall resolve by special resolution.
BYLAWS
Article I MEMBERS
1.0 Establishment of Membership
1.0.1 Membership shall be unlimited in number and open to all interested persons and organizations worldwide
1.0.2 Membership in the Society consists of Regular , Student and Life
1.1 Admission of Members
1.1.1 New Applicants must submit a membership application , together with current annual dues to the Society and on acceptance and after a period of three (3) months, shall be a voting member subject to Article I: 1.6: 1.6.2
1.2 Membership Fees
1.2.1 Shall initially be fixed by the Founding Board of Directors and thereafter determined by the members in good standing at the Annual General Meeting (AGM).
1.2.2 Membership Dues shall be payable December 31 of each year
1.2.3 No Membership dues or portion of Membership dues will be refunded
1.3 Transfer of Membership
1.3.1 Membership in the Society shall not be transferable or assignable
1.4 New Members
1.4.1 Shall be issued a Membership Card, a copy of the current Constitution and Bylaws and regular publications of the Society.
1.5 Life Membership
1.5.1 New members, subject to Article I: 1: 1.1.1 or a member in good standing may become a “Life Member” upon the recommendation of the Board and payment of Life Member dues.
1.6 Student Membership
1.6.1 Any person otherwise qualified for membership but who has not reached the age of nineteen (19) shall be eligible for a “Free” Student membership.
1.6.2 Student Membership shall have all the privileges and responsibilities of Regular membership save the right to vote or hold office in the Society, and shall have no right, title, or interest in the property of the Society, even at the dissolution of the Society
1.6.3 Upon reaching the age of nineteen (19) years, a student member of the Society can be upgraded to a Regular Membership upon payment of regular membership dues.
1.6.4 Applicants for student membership shall further provide a guarantee for financial liabilities to the Society and its members, to be furnished by a parent or legal guardian.
1.6.5 May attend the AGM, Regular and Special Meetings
1.7 Resignation
1.7.1 Any member may resign by filing a written resignation with the Secretary of the Society
1.8 Reinstatement
1.8.1 Upon written request signed by the former member and filed with the Secretary of the Society, the Board of Directors, by the affirmative vote of two-thirds (2/3) of the entire Board, may reinstate such former member to membership on such terms as the Board of Directors may deem appropriate
1.9 Voting Rights
1.9.1 Voting privileges are extended to all Society members in good standing subject to Article I: 1.6: 1.6.2
1.9.2 The presiding Officer who serves as Chair as per Article VIII: D: 1.38 shall have no vote except if the vote is by secret ballot or to break a tie
1.9.3 Voting by members of the Society may be conducted by a show of hands, regular postal mail or electronic ballots as per Article I: 1.10: 1.10.1
1.10 Electronic Voting
1.10.1 Electronic Voting by the Directors, Officers and Members in good standing may be conducted by electronic mail ballots or posted on a secure section of The Catalina Preservation Society website created for voting purposes and shall constitute the presence in person at such meeting for the purpose of voting.
1.11 Directors, Officers and Member Termination
1.11.1 Upon the death of the member
1.11.2 Any Director, Officer or Member may be suspended or expelled for due cause by a two-thirds vote of the Board of Directors
1.11.3 Failure to pay dues or to meet the criteria for membership is presumed to be adequate reason for suspension or expulsion and does not require advance notice to the member or a vote by the Board.
1.11.4 A Director, Officer or Member proposed for suspension or expulsion for reasons other than Article I: 1.8: 1.8.1shall be given advance written notice including the reason, an opportunity to contest in writing and final written notice of the Board’s decision
Article II MEMBER MEETINGS
1.12 The Annual General Meeting (AGM)
1.12.1 The Annual General Meeting of the Society shall be held each year at such time
and place as shall be designated by the Board of Directors
1.13 Special meetings
1.13.1 Special meetings of the members may be called either by the President, the Board of Directors, or by not less than one-half of the members in good standing having voting rights.
1.14 Written notice
1.14.1 The date, time, place and purpose of all meetings of Directors, Officers and Members shall be delivered by electronic or Canadian mail to each member in good standing no less than ten (10) days before the date of such meeting, by the Secretary.
1.14.2 Notice of a meeting shall be deemed delivered when deposited in the Canadian Mail or when released electronically to the member at their address as it appears on the registry of Members.
1.14.3 Any Director, Officer or Member may waive notice of any meeting.
1.15 Proxy vote
1.15.1 No Proxy voting.
1.16 Quorum
1.16.1 A quorum of three (3) Directors shall be necessary for all Board of Directors meetings except for the filing of vacancies on the Board.
1.16.2 In the absence of a quorum no formal action shall be taken except to adjourn the meeting to a future date
Article III OFFICERS
1.17 The officers of the Society
1.17.1 Officers of the Society must be a Director and shall be elected by the Board of Directors and consist of a President, The Past President, Vice President, Treasurer, and Secretary and such other executive officers as the Board may determine from time to time.
1.17.2 Any two of the aforementioned offices may be held by the same person except those of President, Past President and Vice-President.
1.18 Election, Term and Removal
1.18.1 The Board of Directors at the Founding meeting shall elect from there own a President, Secretary and Treasurer each to serve an initial three (3) year term a Vice-President to serve a two (2) year term, all Officers at the end of the initial term shall be elected by the Directors for a two (2) year term.
1.18.2 Officers with three (3) absences may be dismissed by the Board
1.19 The President
1.19.1 Shall be the Chief Executive Officer of the Society and Chairperson (if present) at all Board Meetings, shall sign all instruments which require the signature of the President, appoint committee members, and perform other duties incident with his office and shall have such powers and duties as may from time to time, be assigned to him by the Board
1.20 The Past President
1.20.1 Shall automatically assume this position immediately following his tenure as President. He will act as an advisory to the President and the board. He or his delegate shall organize all Telephone and Video conference meetings.
1.21 The Vice-President
1.21.1 Shall be vested with all the powers and shall perform all the duties of the President in their absence, inability or refusal to act as President. The Vice-President shall also have such powers as from time to time shall be assigned by the Board of Directors
1.22 The Treasurer
1.22.1 Shall have the care and custody of all the funds and security of the Society and shall keep record of the organization’s budget and prepare financial reports as needed. The Treasurer shall deposit the funds in the name of the Society in such bank or banks or with such depository and in such manner as the Board may from time to time direct. He shall at all reasonable times exhibit his books and accounts to any Director of the Society upon application at the office of the Society during business hours. He shall sign or countersign such instruments as require his signature and shall perform all duties incident to his office or that are properly required of him by the Board. He may be required to give such bonds for the faithful performance of his duties as the Board in its uncontrolled discretion may require and no Director shall be liable for failure to require any bond or for the insufficiency of any bond or for any loss by reason of the failure of the Society to receive any indemnity thereby provided
1.23 The Secretary
1.23.1 Shall issue notices for all meetings of the Board of Directors and members when directed or as authorized by the Bylaws, Have charge of the seal, be responsible for the minutes of the Board, keep all approved minutes in a minute book, and send out copies of minutes to all. Sign with the President or other signing officers of the Society such instruments as require the signature of the Secretary and shall perform such other duties as the terms of his agreement or as the Board may from time to time properly required of him
1.23.2 The Secretary shall keep or cause to be kept a book or books wherein shall be the recorded
1.23.2.1 Copies of the letters of patent and of any supplementary letters patent issued to the Society and all Bylaws of the Society.
1.23.2.2 Names, alphabetically arranged, of all persons who are members
1.23.2.3 Addresses, phone numbers and email addresses of every member as far as can be ascertained.
1.23.2.4 Class of membership held of each member
1.23.2.5 Names, addresses and telephone numbers of all persons who are of have been Directors of the Society with the several dates each became or ceased to be such Director.
1.23.2.6 The collected and certified electronic voting records of the Board of Directors as regards elections, motions, and other matters of business
1.24 Accountants
1.24.1 The Officers shall appoint an Accountant as per CRA Guidelines.
1.25 Number of Terms
1.25.1 No limit on the number of terms an officer may serve
1.26 Vacancies of Officers
1.26.1 Shall be filled by the Directors for the unexpired portion of the term
Article IV BOARD OF DIRECTORS
1.27 A Director
1.27.1 Must be a paid Member in good standing of the Society
1.27.2 At the Founding election the first three (3) Founding Directors elected shall serve a three (3) year term. The next two (2) Directors elected shall serve a two (2) year term. At all subsequent elections Directors shall be elected by Members in good standing for two (2) year terms
1.27.3 Any vacancy occurring in the Board of Directors may be filled by appointment of the remaining Directors and the term of office of any Director so appointed shall expire at the end of the term of the Director being replaced.
1.27.4 Board members with three (3) absences may be dismissed from the Board
1.28 Nomination, Election and Terms
1.28.1 Candidates for election to the Board of Directors shall be nominated by members in good standing
1.28.2 At the Annual General Meeting, the Voting Members in good standing shall elect Directors of the Society by secret, Postal mail or electronic ballot.
1.29 General Powers and Numbers
1.29.1 The affairs of the Society shall be managed, by a board of five (5) unpaid Directors including the Officers (President, Past President, Vice-President, Secretary, Treasurer), hereinafter sometimes referred to as the Board or Board of Directors, subject to the Constitution, Bylaws and direction given by the majority of members
1.30 Director Re-election
1.30.1 Directors whose term of office expires during the AGM shall be eligible for re-election.
1.31 Retiring Director
1.31.1 Shall remain in office until the dissolution or adjournment of the meeting at which a successor is elected
1.32 Special Meetings and Notices
1.32.1 Special meetings of the Board of Directors may be held at such times and places as may be fixed by the Board, or upon the call of the President or will be called by the Secretary upon written request by at least three (3) Directors. Notice of any such special meeting shall be given to each director at least fourteen days (14) before the meeting at the director’s residence or business address. Any such notice shall contain the time, place, and purpose of the meeting.
1.32.2 Meetings may be held without notice if all of the directors are present or those not present waive notice before or after the meeting.
1.33 Telephone, Video Conference Meetings
1.33.1 Members of the Board of Directors may participate in a meeting thereof by means of conference Telephone, Video or similar communications equipment by means of which all persons participating in the meetings can hear each other. Participation in a meeting pursuant to this bylaw shall constitute the presence in person at such meeting.
1.34 Additional Provisions as to Directors
1.34.1 No remuneration shall be paid to any Director other than reasonable expenses incurred by the Director in attending to the affairs of the Society and such reasonable expenses shall be paid only upon the approval of the Board
1.34.2 Subject to the Society Act, the Directors, Secretary and other officers for the time being and every person of them and every of their heirs, executors and administrators shall be indemnified and saved harmless out of assets and profits of the Society from and against all actions, costs, charges, losses, damages and expenses which they or any of them, their or any of the heirs, executors or administrators shall or may incur or sustain by or by reason of any act done, concurred in or omitted in or about the execution of their duty in their respective offices except such (if any) as they shall incur or sustain by or through their own wilful neglect or default respectively
Article V COMMITTEES
1.35 The Board may appoint standing and ad hoc committees as needed
Article VI DOCUMENTS AND GIFTS
1.36 Contract, documents or any instruments in writing requiring the signature of the society shall be signed by the President or Vice-President and by the Secretary and all contracts, documents and instruments in writing so signed under the authority of the Board shall be binding upon the Society without further authorization or formality
1.37All checks, notes, drafts and other orders for the payment of money and all notes and acceptances and bills of exchange shall be signed by such person(s) or officer(s) as the Board of Directors from time to time may authorize. In the absence of such authorization by the Board of Directors, such instruments shall be signed by the Treasurer or Secretary and countersigned by the President as may be required by the Society’s bankers.
1.38 The Treasurer and the designated agents for the Society may accept on behalf of the Society any contribution, gift, bequest or device for any other of the Society’s purposes as set forth in the Articles of Incorporation
1.39 The term “contracts, documents and instruments in writing” as used herein shall include deeds, mortgages, hypothecs, charges, conveyances, transfers and assignments of property real or personal, immoveable of moveable, agreements, releases, receipts and discharges for the payment of money or other obligations, conveyances, transfers and assignments of shares, stocks, bonds, debentures or other securities and other paper writings
Article VII FINANCIAL ENCUMBRANCES
1.40 The Directors of the Society may from time to time
1.40.1 Borrow money upon the credit of the Society
1.40.2 Limit or increase the amount to be borrowed
1.40.3 Issue debentures or other securities on the Society and pledge or sell such debentures or other securities for such sums and at such prices as may be deemed expedient, however, debentures may not be issued without the sanction of a special resolution
1.40.4 Mortgages, hypothecate, charges or pledges all or any of the real and personal property, undertaking and rights of the Society to secure any such debentures or other securities or any money borrowed or any other liability of the Society
1.40.5 Nothing in this Bylaw contained shall limit or restrict the borrowing of money by the Society on bills of exchange or promissory notes made, drawn, accepted or endorsed by or on behalf of the Society
1.40.6 The directors may from time to time authorize any Director or Directors, officer or officers, or employee of the Society to make arrangements with reference to the money 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 thereof, with power to vary or modify such arrangements, terms and conditions and to give such additional securities for any money`s borrowed or remaining due by the Society as the Directors of the Society may authorize and generally to manage, transact and settle the borrowing of money by the Society
1.40.7 The Directors may from time to time authorize any Director or Directors, officer or officers or employee of the Society to sign, execute and give on behalf of the Society all documents, agreements and promises necessary or desirable for the purposes aforesaid and to draw, make, accept, endorse, execute and issue cheques, promissory notes, bills of exchange, bills of lading and other’ negotiated or transferable instruments, and the same and all renewals thereof or substitutions thereof so signed shall be binding on the Society
1.40.8 The term Contracts, documents and instruments in writing, as used herein shall include deeds, mortgages, hypothecs, charges, conveyances, transfers and assignments of property real or personal, immoveable of moveable, agreements, releases, receipts and discharges for the payment of money or other obligations, conveyances, transfers and assignments of shares, stocks, bonds, debentures or other securities and other paper writings
1.40.9 All cheques, drafts or orders for the payment of money and all notes and acceptances and bills of exchange shall be signed by such officer or officers or person or persons whether or not officers of the Society, and in such manner as the Board of Directors may from time to time designate and as may be required by the Society`s bankers
Article VIII FISCAL YEAR
1.41 The fiscal year of the Society shall be April 1 to March 31
Article IX BOOKS AND RECORDS
1.42 The Society shall keep correct and complete records of account and shall also keep minutes of the proceedings of its members, Board of Directors, committees having and exercising any of the authority of the Board of Directors, and the Membership committee, and shall keep a record giving the names and addresses of all of the members of the Society. All books and records of the Society may be inspected by any member, or his agent or attorney, for any proper purpose at any reasonable time
Article X CONFLICT OF INTEREST
1.43 No director or officer of the organization shall be disqualified from holding any office in the organization by reason of any interest in any concern. A director or officer of the organization shall not be disqualified from dealing, either as vendor, purchaser or otherwise, or contracting or entering into any other transaction with the organization or with any entity of which the organization is an affiliate. No transaction of the organization shall be voidable by reason of the fact that any director or officer of the organization has an interest in the concern with which such transaction is entered into, provided:
1.43.1 The interest of such officer or director is fully disclosed to the board of directors
1.43.2 Such transaction is duly approved by the board of directors not so interested or connected as being in the best interests of the organization
1.43.3 Payments to the interested officer or director are reasonable and do not exceed fair market value
1.43.4 No interested officer or director may vote or lobby on the matter or be counted in determining the existence of a quorum at the meeting at which such transaction may be authorized
1.43.5 The minutes of meetings at which such votes are taken shall record such disclosure, abstention, and rationale for approval
Article XI DISCRIMINATION
1.44 The Catalina Preservation Society does not exclude, deny benefits to, or otherwise discriminate against any person on the ground of race, colour, national origin, age, sex, religion or disability in admission to participation in, or receipt of the services and benefits of any of its programs and activities or in employment therein, whether carried out by The Catalina Preservation Society directly or through a contractor or any other entity with whom The Catalina Preservation Society arranges to carry out its programs and activities
Article XII THE SEAL
1.45 The Seal shall be held by the Secretary and when required, shall be affixed to contracts, documents and instruments in writing signed as aforesaid.
Article XIII AMENDMENTS
1.46 The Constitution or By-Laws may be amended or revised by a special resolution at the annual general meeting or at a special general meeting called for the purpose of amending the Constitution or By-laws, provided that any amendment or revision is approved by 2/3 (Two Thirds) of the votes cast.
All proposed changes shall be sent to the active members at least fourteen days prior to the date of the meeting
Article XIV REVIEW OF THE CONSTITUTION AND BYLAWS
1.47 The President will periodically convene a committee to review the current Constitution and Bylaws. The president will maintain a record of all revisions, including effective dates.
Article XV INTERPRETATION
1.48 In all Bylaws of the Society, the singular shall include the plural and the plural the singular word “person”, “his” shall include firms and corporation and the masculine shall include the feminine.