Dec 17 2007
By Laws
THE CANADIAN CLUB OF
BY-LAWS
Name
Section 1. This organization shall be known as the Canadian Club of Boston.
Purpose
Section 1. The purposes of the Canadian Club of Boston are: (a) the discussion of problems and current questions of special interest to the United States and Canada and giving free lectures thereon; (b) the cultivation of friendly relations and mutual understanding among all English speaking peoples; (c) the entertainment of eminent Canadians visiting Boston; (d) the relief of students of Canadian birth Affiliations; (e) in furtherance of the corporate purposes, to acquire, own, operate, hold, sell, manage or lease real property and personal property, to receive and hold, in trust or otherwise, property received by deed, gift, bequest, devise, or otherwise; and devote the same to the work of the Club; (f) to conduct social activities as dictated by the current interests of the club members; (g) to operate a curling club for members; (h) to conduct a golf program for members and guests; (i) to arrange outings and tours for members and guests.
Section 2. In event of dissolution, all property of the Canadian Club of Boston shall vest as designated by the Board of Directors at the time of proposed dissolution.
ARTICLE III
Membership
Section 1. Any person of Canadian ancestry, or who has resided in Canada for two (2) successive years, or who has served (honorably) in the Armed Forces of Canada, or any person who has Canadian affiliations of a social or business nature, or who is in sympathy with the objects of the Club, shall be eligible for admission to resident membership in the Club.
Section 2. The Board of Directors may elect to special Student Membership in the Canadian Club of Boston; and fix the dues therefore, Canadian students in attendance as students in
Section 3. Any member may be elected to Life Membership provided he has been a member in good standing for at least fifteen (15) years. The Board of Directors shall determine admission fees for life members. Life Members shall be entitled to all the privileges of the class of membership to which they belong and shall be exempt from paying any membership dues,
Section 4. Canadians and other persons who have rendered noteworthy service to their country, to the cause of peace and friendship between English-speaking peoples, or otherwise in furtherance to the objects of the Club, may be elected to Honorary Membership by unanimous Vote at any regular or special meeting of the Board of Directors. Honorary members shall be exempt from the payment of any admission fee, membership dues or other annual charges. They shall not vote or hold any elective office in the Club but shall be eligible for appointive service on standing or special committee and, shall in all other respects, except as otherwise particularly provided, enjoy all the privileges and be subject to all the obligations of members.
Section 5. Application for membership shall be made upon a blank form approved by the Board of Directors. The applicant and two members of the Club shall sign the application. Upon receipt of an application, the Secretary shall submit it promptly to the Board of Directors: The Board of Directors shall make a confidential investigation as soon as possible. If their investigation is unfavorable to the applicant, the Board of Directors shall so notify the Secretary, the application will be considered rejected, and the amount paid by the applicant shall be refunded. If the investigation is favorable, the Board of Directors shall so inform the Secretary. The Board of Directors shall take such action as they see fit, except that three negative votes shall act as a rejection of the applicant.
ARTICLE IV
Officers, Board of Directors and Boards
Section 1. The Officers of the Club shall consist of the Board of Directors,
Section 2. The Board of Directors of the Club shall consist of the Chairman of the Board-of-Trustees of the Permanent Fund and not less than seven (7) additional members. Each year the Nominating Committee shall nominate required Directors. At the annual meeting the nominees shall be elected to serve as Directors for a period of three (3) years.
Section 3. The Canadian Club of Boston shall have the following standing committees, in addition to the Board of Directors: The Board of Directors of the Permanent Fund, and The Scholarship Committee.
ARTICLE V
General and Special Funds
Section 1. The Club shall have a special fund known as the Permanent Fund. This fund shall be administered apart from all other funds of the Club and shall consist of all contributions or bequests made to the Fund, including such amounts as the Board of Directors may annually transfer to it from the general fund.
Section 2. The Board of Trustees of the Permanent Fund shall administer the Permanent Fund. This Board shall consist of three members, each elected for a term of three years. One member of the Board shall be elected for a term at each annual meeting to succeed the member whose term of office expires at that time. The Chairman, Treasurer, and Secretary or Secretary-Treasurer of said Board shall be appointed by the Board of Directors.
Section 3. The Treasurer of the Board of Trustees of the Permanent Fund shall be bonded for an amount specified by vote of the Board of Directors, and the Treasurer, so bonded, shall be responsible for the deposit in or withdrawal from the Permanent Fund of money, stocks, bonds, and other securities of documents.
Section 4. Subject to the direction and general control of the Board of Directors, the Board of Trustees of the Permanent Fund shall collect and receive contributions and subscriptions, and other moneys payable to the Permanent Fund, and shall otherwise administer the Fund in a manner suitable to such a trust, so that the assets of the Fund shall be deposited in a savings account or invested in sound securities appropriate for such a trust. The securities shall be kept in a suitable safe deposit box, which shall be opened only by or with the consent of the bonded Treasurer of the Permanent Fund, and such deposit box shall be held in the name of the Club in such bank or other depository as may be designated or approved by the Board of Directors. No part of the cash deposits or securities shall be withdrawn except by special vote of record of the Board of Trustees and, then, only for the purpose of sale, transfer, or reinvestment. Any endorsement necessary for such sale or transfer shall be executed by the Chairman and the Treasurer of the said Board, and, when so executed, shall pass valid title to the transferee.
Section 5. The Board of Trustees of the Permanent Fund, whenever requested by the Board of Directors, shall render a report of its receipts and disbursements showing the balance on hand, and at the Annual Meeting shall make a like report for the preceding year.
Section 6. No part of the principal of the Permanent Fund may be expended, except by the following procedure. Should the directors recommend that if is for the best interest of the Club to expend the whole or any part of the permanent fund that recommendation must be approved by two-thirds of the members present and entitled to vote at any annual or special meeting called for that purpose, provided that a recognized quorum is present. If a majority of the members eligible to vote present at such a meeting approve the recommendation of the Board of Directors, then the Board of Directors shall make such disposition of the Permanent Fund as was approved at such meeting.
ARTICLE VI
Duties of Officers, Boards and Executive Committee
Section 1. The Board of Directors shall be the chief executive officer of the Club. The Chairman shall preside at the annual meeting and all special meetings of the Club and at all meetings of the Board of Directors. In the absence of the Chairman his powers and duties shall devolve upon the Vice-Chairman.
Section 2. Secretary — The Secretary shall keep a correct roll of the membership of the Club; shall issue notice of all meetings and keep a record of the proceedings thereof; shall conduct the general correspondence of the Club; shall notify members of their election and all committees of their appointment together with the duties assigned to them; and other usual duties of a secretary. He may expend for clerical assistance such sums as may be authorized by the Board of Directors.
Section 3. Treasurer — The Treasurer shall keep full and accurate accounts of all moneys paid into, or disbursed from the General Fund of the Club. Such account shall be kept in such form as the Auditor may prescribe, in books or other records belonging to the Club, which shall show readily at any time true the financial condition of the Club, and which shall be at all times open to the inspection of the Board of Directors. He shall collect all admission fees and annual dues and other moneys payable to the General Fund, shall deposit all moneys and valuable effects in such depositories as may be designated by the Board of Directors, and shall have the authority to endorse on behalf of the Club, for the purpose only of deposit to the credit of the Club, all checks, drafts, warrants and orders. He shall make all payments required to be made from the General Fund, taking proper vouchers therefore, but only after such payments shall have been authorized by vote of the Board of Directors. All such payments shall be made by check drawn on the bank of deposit and signed by him as Treasurer of the Club. The Treasurer shall render at each meeting of the Board of Directors or whenever the Board may require it, a report of all his transactions as Treasurer and the financial conditions of the Club, and at the annual meeting a like report for the preceding year. At the expiration of his term of office he shall turn over to his successor all cash, books, records or other property in his hands and belongings to the Club. He may expend for clerical assistance such sums as may be authorized by the Board of Directors. All publicity, publications and notices other than in the regular course, shall have the prior approval of the Secretary of the Club, all such publicity, notices and publications being subject as usual to the general control of the Board of Directors.
Section 4. Auditor — The auditor shall be a qualified person familiar with accounting-procedures. Subject to the provisions of the By-laws, he shall prescribe and supervise from time to time the system used by the Treasurer, Secretary, Board of Trustees, in keeping their respective records and accounts. Immediately prior to the date of the annual meeting he shall examine and audit the books, vouchers and accounts of the Treasurer and of the Board of Trustees for the preceding year, and shall report thereon in writing at the annual meeting. He shall also audit such books, accounts and vouchers at such other times as he may be requested so to do by the Board of Directors.
Section 5. Historian — The Historian shall submit to the annual meeting a report of the various social meetings and” other activities of the Club during the preceding year, and such historical or other information, pertaining to the Club or of special interest to its members, as he may deem proper.
ARTICLE VII
Board of Directors
Section 1. The Board of Directors shall have general charge of the property, funds and affairs of the Club; may elect, suspend or expel members; may authorize the execution on behalf of the Club of such contracts and other instruments and the making of such payments by the Club as said Committee shall deem necessary or proper; may from time to time make, amend and repeal such rules for the government and welfare of the Club as may seem to them expedient and as shall be consistent with the By-laws, and shall enforce the rules so made; may prescribe from time to time rules for the admission to the privileges of the Club Rooms of persons who are not members of the Club and generally shall act for, and exercise all the powers of, the Club, subject to the By-laws and to such instructions and limitations as may from time to time be prescribed by the Club.
Section 2. Any member of the Board of Directors, who fails to attend three consecutive meetings of said Board, unless excused by the Board, may be removed by the Board, and the Board may proceed to fill the vacancy until the next annual Meeting.
ARTICLE VII
Nominations and Elections
Section 1. At a meeting of the Board of Directors in March of each year, the said Board shall appoint a Nominating Committee comprised of members of the Club. The Board of Directors shall name a Chairman of the Nominating Committee.
Section 2.The Committee shall nominate a candidate for each office and each position as member of a Board or Committee, which is to be filled at the next annual meeting.
Section 3. At least twenty days prior to the annual Meeting, the Nominating Committee shall report to the Secretary a list of the nominations. This report shall be mailed by the Secretary at least ten days prior to the date of the annual meeting to each member of the Club entitled to vote at such meetings. The Secretary may also a copy of the said report to all other members.
Section 4. At the Annual Meeting, any two members may nominate from the floor a candidate for any office or position to be filled at such meeting.
Section 5. All officers, members of Boards, and members of the Board of Directors shall be elected at the annual meeting for the term prescribed by the By-laws, or for the balance thereof in case of a vacancy in any unexpired term, and shall serve until their successors are elected and accept office provided that if any vacancy shall occur in the interval between annual meetings the Board of Directors may fill such vacancy until the next annual meeting. All elections shall be by ballot and a majority of the ballots cast shall be necessary for election.
ARTICLE IX
Business Meetings
Section 1. The Annual Meeting of the Club shall be held in May of each year, or a time accepted by the Board of Directors, at a time and place fixed by the Board of Directors. A Special Meeting of the Club shall be called whenever the Board of Directors shall think it expedient, or whenever a written request for the same is made to the Secretary by fifteen members qualified to vote at such meeting. Fifteen members shall constitute a quorum at the Annual Meeting or any Special Meeting of the Club.
Section 2. At least ten days prior to an Annual Meeting or any special meeting, notice thereof shall be sent by the Secretary to all members entitled to vote at such meetings. The Secretary may also send a copy of said notice to all other members. The notice of a special meeting shall state clearly the object of such meeting.
Section 3. At an annual meeting such elections shall be held and such reports of Officers, Boards, and Committees shall be received as are prescribed in the By-laws; and, subject to the provisions of the By-laws, any other business affecting the welfare or interests of the Club may be transacted at any special meeting other than that stated in or related to the purpose noted in the call of said special meeting by unanimous consent of members present and entitled to vote.
Section 4. Meetings of the Board of Directors shall be called at such intervals or at such times as may seem expedient, and shall also be called upon the written request of three members of said Board. Notice of each meeting of the Board of Directors shall be sent by the Secretary to every member of said Board of Directors at his residence or usual place of business at least two days before each meeting; but any notice of any meeting to any member shall be sufficient if it shall be given him in time to enable him to attend that meeting. Any member of said Board may waive notice of any meeting before or after such meeting by written waiver to be signed and filed with the records of the meeting. Three members shall constitute a quorum for any meeting of the Board of Directors.
Section 5. Voting by proxy shall not be allowed at any meeting of the Club or of the Board of Directors.
Section 6. If any meeting of the Club or of the Board of Directors no quorum is present or if the business under consideration has not been completed, the presiding officer may adjourn such meeting to some future date.
ARTICLE X
Fiscal Year
Section 1. The fiscal year shall begin on the first of May in each year and end on the thirtieth day of the following April.
ARTICLE XI
Fees and Dues
Section 1. The Board of Directors at its first meeting held after the Annual Meeting shall determine, fix and assess the dues of members for the coming year. Board of Directors may, in its discretion, vote to exempt any member from the payment of annual dues for a period specified by the Board.
ARTICLE XII
Removal from Office
Section 1. Any Officer of the Club or any member of any Board of Committee elected by the member of the Club may be removed from office at anytime by a vote of two-thirds of the members of the Board present and voting at any business meeting. Any member of a Committee of any other agent appointed by the Board of Directors may be removed at any time by vote of a majority of the members of said Board present and voting at any meeting.
ARTICLE XIII
Termination of Membership
Section 1. Resignation of membership may be made only in writing sent to the Secretary. Any member sending his resignation after the first day of the fiscal year shall remain liable for the payment of the membership dues and other annual charges for that year, provided that, if his resignation is sent within thirty days after notice of his dues, for such year has been mailed to him, he may be exempted from such payment by vote of the Board of Directors. No member shall be entitled to have his resignation accepted unless all his indebtedness to the Club shall have been paid.
Section 2. The Board of Directors shall have power to suspend or expel any member whose conduct shall be pronounced, by a vote of two-thirds of those present and voting at a legal meeting of the said Board called to consider the case, to be prejudicial to the general interest of the Club; provided, however, that such member shall be notified in writing, seven days in advance of such meeting, of the intention to take action against him, and shall be given an opportunity to be heard at such meeting.
ARTICLE XIV
Scholarships
Section 1. In accordance with the Purposes of the Club (II.l.d) The Canadian Club of Boston Scholarships were established in 1982 intended for the relief of students of Canadian birth or affiliations.
Section 2. Applicants should be enrolled full-time in a four-year program at an academically accredited school. In rare instances, candidates for post-graduate studies may be considered. All must demonstrate clear financial need and maintain good academic standing. It shall be the responsibility of the concerned school to determine these criteria.
Section 3. Scholarships are renewable annually at the discretion of the Canadian Club of Boston.
Section 4. All schools accepting funding are asked to submit an annual report, which should contain the following details: (a) Recipient, name, age and nationality, (b) The degree being pursued, (c) The exact amount of each award. As an interest factor, any additional information the school may wish to include would be appreciated. Inquires for scholarships must be made directly to the college/university, specifically through the office of the vice president for external affairs. The Canadian Club will only entertain requests received through such channels. We regret that we cannot adjudicate on a direct (i.e. personal) basis.
Section 5. The Canadian Club of Boston may make grants available to charitable institutions other than as outlined in Article XIV Section 2
A) The purpose of the grants shall be for health, education, music, and arts and shall carry out the spirit and intentions of the Canadian Club Founders as articulated in ARTICLE II, Section 1, a, b, & d.
B) Grants will be administered annually, and may be directed to institutions only. The Canadian Club of Boston will not consider applications of individuals.
C) As part of a grant application, the institution must outline its purpose, a description of its operations and goals, and how the grant will be utilized.
D) Recipient institutions must additionally agree to submit a report on how received grants from Canadian Club of Boston have been used.
Canadian Club of
1. Articles I-XIII - Annual Meeting May 14, 1976
2. Article XIV - Annual Meeting 1991
3. Article XIV – December 9, 2002
