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GENERAL BY-LAWS OF THE ASSOCIATION OF POLISH ENGINEERS IN CANADA

Toronto 1988

Amended Version 1.4

BY-LAW REVIEW COMMITTEE:

  • M. Musioł
  • J. Nyke
  • J. Słubicki
  • S. Szałwiński
  • A. Wyszkowski
  • J. Zaremba
  • M. Zaremba

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By-Law 30

The name of the association is:

ASSOCIATION OF POLISH ENGINEERS IN CANADA

hereafter called "the Association".

NAME

By-Law 31

Founders of the Association who arrived in Canada in 1941 were members of the following:

  1. Association of Polish Emigre Engineers and Technicians;
  2. Association of Polish Engineers in Great Britain;
  3. Association of Polish Engineers;
  4. Association of Polish Mechanical Engineers;
  5. Association of Polish Electrical Engineers;
  6. Union of Chemical Engineers;
  7. Association of Polish Metal Smelting and Refining Engineers;
  8. Association of Mining and Smelting Engineers;
  9. Association of Polish Aviation Engineers;
  10. Polish Polytechnical Society of Lwów;
  11. Union of Polish Engineers at Gdynia.
FOUNDERS

By-Law 32

The objectives of the Association shall be:

  1. To provide members with a common platform for cooperation, exchange of knowledge and views, creative activities on professional, cultural and social matters, including cooperation with other Polish-Canadian organizations.
  2. To extend assistance to members in matters of adaptation to Canadian engineering market-place, search for employment, integration into Canadian engineering and cultural environment.
  3. To advance the quality of engineering and cultural awareness among its members.
  4. To cherish and preserve tradition of Polish-Canadian engineers.
  5. To foster activities aiming at technological progress.
  6. To promote participation in economical, social and engineering activities by its members.
OBJECTIVES

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By-Law 33

To attain its objectives the Association shall:

  1. Design and carry out suitable programs, courses, lectures, seminars, etc.
  2. Maintain contact and cooperate with kindred organizations in Canada and abroad.
  3. Publish a periodical, bulletin or other publication serving needs of the members and the Association as a whole.
IDEM

By-Law 34

The Head Office of the Association shall be in the City of Toronto, Province of Ontario.

HEAD OFFICE

By-Law 35

The seal of the Association shall be in such form as shall be prescribed by the Board of Directors and shall show the words:

ASSOCIATION OF POLISH ENGINEERS IN CANADA
STOWARZYSZENIE TECHNIKÓW POLSKICH W KANADZIE
ASSOCIATION DES INGÉNIEURS POLONAIS AU CANADA

The seal shall be kept by the President of the Association.

SEAL

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By-Law 36

  1. The membership of the Association shall consist of the following classes of members:
    1. Honorary Members
    2. Members
    3. Technology Members
    4. Professional Affiliates
    5. Sustaining Members
  2. Voting members shall be Members, Technology Members and Professional Affiliates.
  3. Following officers:
    • President
    • Vice-President
    • Secretary
    • Directors
    • Branch Council Chairmen
    • Branch Council Vice-Chairmen
    • Auditing Committee Chairmen
    shall be Members of the Association. All other officers shall be voting members of the association.
MEMBERSHIP

By-Law 37

Persons who have graduated from a school of engineering recognized by the Board of Directors, or who are members of an institute or association whose membership qualifications are recognized by the Board of Directors, may be admitted as Members.

IDEM

By-Law 38

  1. Persons with at least high school education, who are not qualified for Member status in the Association, but who are associated with engineering in the pursuit of a common technical activity may be admitted as Technology Members.
  2. Persons possessing a university degree or its equivalent in a field other than engineering, who desire to work in conformity with the objectives of the Association may be admitted as Professional Affiliates.
  3. Associations, Corporations and all other persons who do not meet the above requirements and who desire to support the Association are eligible for Sustaining Membership.
IDEM

By-Law 39

DELETED

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By-Law 40

Honorary membership may be awarded by the Association in recognition of special services to the Association or special services in the promotion of its objectives. Honorary Members shall be elected by unanimous vote at the General Meeting upon motion of the Board of Directors, moved after previous agreement with the Councils of the Branches.

HONORARY MEMBERS

By-Law 41

To become a voting member of the Association, the applicant shall file an application with any Branch Council. The application shall contain a short biographical sketch, relevant documentation and shall be endorsed by two voting members of the Association. Branch Council shall submit each application to the Board of Directors for consideration and decision. The names of new members shall be published.

VOTING MEMBERS

By-Law 42

Branches shall pay a fee to the Head Office for each of its members, the amount determined at the Biennial General Meeting of the members. Each member shall pay annual fees to the Branch as determined by the General Meeting of the Branch. Each Branch has the right to collect admission fees.

FEES

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By-Law 43

Membership in the Association shall terminate:

  1. On a written resignation by a member;
  2. On the failure to pay membership fees during twelve months and after a refusal to pay arrears within three months after a notice from the Board of Directors;
  3. In case of an action unworthy of the dignity of a member of the Association.

In the latter case, such member has a right to appeal the resolution of the Board of Directors to the Biennial General Meeting, which may reinstate him.

TERMINATION OF MEMBERSHIP

By-Law 44

The governing body of the Association is the Board of Directors.

BOARD OF DIRECTORS

By-Law 45

By consent of the Board of Directors, members of the Association may form Branches in Canada. At least ten voting members are required to form a Branch. The Board of Directors determines the Branch territory.

FORMATION OF BRANCHES

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By-Law 46

The General Meeting of the Association shall be called by the Board of Directors once every year. Any member of the Association may be present at the General Meeting. Any voting member may vote at the General Meeting in person or by proxy in writing. One voting member may not represent more than 4 other members by proxy. In addition, a meeting of the members of a Branch located outside the city where the General Meeting is held may empower in writing voting members as delegates of the Branch. Each delegate may represent up to 25 voting members present in person or by proxy at the Branch meeting.

All proxies shall be received before the opening of the meeting. The Verification Committee shall consist of the President or his representative and one delegate of each Branch.

GENERAL MEETING

By-Law 47

Notice of the time and place of the meeting shall be sent by the Board of Directors to members and to the Councils of Branches not later than two months before the General Meeting and two weeks before a Special General Meeting.

The order of business of the meeting shall be furnished to the members and Councils of the branches not later than four weeks before the General Meeting, and not later than two weeks before a Special General Meeting.

The financial report shall accompany the order of business of the General Meeting .

IDEM

By-Law 48

DELETED

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By-Law 49

The General Meeting (GM) shall:

  1. Consider the report of the Board of Directors and receive tabled reports from the branches;
  2. Consider the report of the Auditing Committee;
  3. Accept or reject the report of the Board of Directors;
  4. Vote the budget, admission and annual fees for next two years;
  5. Every second year elect the President and other members of the Board of Directors for a two-year term of office;
  6. Every second year elect the Audit Committee, and appoint Auditors for a two-year term of office;
  7. Determine the policy for the next year;
  8. Consider motions and miscellaneous business.
IDEM

By-Law 50

A Special General Meeting of the Members shall be called by the Board of Directors:

  1. By the resolution of the Board of Directors;
  2. Upon a written request by at least one-quarter of the voting members of the Association;
  3. Upon the request of the Audit Committee.

In the case of paragraphs b. and c., the Special General Meeting shall be called not later than three months following the filing of the written request.

In important and urgent matters, with exception of:

  1. change of By-Laws,
  2. cases where Part II of the Canada Corporations Act prescribes the holding of a meeting of members,
  3. or dissolution of the Association,

the Board of Directors may in lieu of Special General Meeting refer to the vote of the voting members of the Association by way of letter ballot.

SPECIAL GENERAL MEETING

By-Law 51

Any General Meeting of Members shall be called according to this By-Law. A quorum is required, constituted by twenty-five percent of all voting members being present in person or by proxy, at the fixed time for the election of Directors.

Resolutions require a simple majority of voting members present unless the business to be transacted requires a special majority as prescribed by Part II of the Canada Corporations Act.

At the discretion of the Board of Directors and in accordance with By-Law, a letter ballot may be used. The members shall be notified of the letter ballot at least two weeks before the deadline date set for the filing of ballots. The letter ballot is void if less than thirty percent of members cast their ballots. If a member does not file his ballot it is considered that he has abstained from voting.

Resolutions are taken by a simple majority of cast ballots.

The results of letter ballots shall be published in the next issue of the Bulletin.

A Scrutineers Committee of three active members nominated by the Audit Committee shall be appointed by the Board of Directors to supervise the letter ballot.

The Scrutineers Committee draft minutes of their activities and file it with the archives of the association.

When the number of members present or represented by proxies does not constitute the required quorum, the meeting shall be rescheduled.

No quorum is required at a rescheduled meeting. The opening time of a rescheduled meeting shall be no less than half an hour later than the announced time of the general meeting.

GENERAL MEETING

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By-Law 52

Board of Directors and Board Meetings

The Board of Directors shall consists of a minimum of four (4) - maximum of eight (8) Directors, each of whom shall be a Member, elected at the Biennial General Meeting of the members.

SIZE AND ELECTION

The Directors of the Association shall administer the affairs of the Association in all things and may or cause to be made for the Association in its name any kind of contract, which the Association may lawfully enter into; and generally, save as hereafter provided, may exercise all such others powers and do all such other acts, deeds, actions and things, as the Association is by its Charter or otherwise authorized to exercise and do.

Without in any way derogating from the generality of the foregoing, the Directors are expressly empowered, from time to time, to purchase, lease or otherwise acquire, alienate, sell, exchange, or otherwise dispose of stocks, rights, warrants, options and other securities, land, building and/or all other property, moveable or immoveable, real and personal, or any right or interest therein owned by the Association of such consideration and upon such terms and conditions as they may deem advisable.

POWERS OF DIRECTORS

Immediately after the General Meeting there shall be a Meeting of the newly elected Directors, such as are then present, providing they shall constitute a quorum, without further notice, for the election of officers of the Association, and for the transaction of any other business. Half of all elected Directors but not less than four shall constitute a quorum, provided the President or acting President is present. In case of a tie, the President shall have a casting vote.

FIRST MEETING

Any meeting of Directors, at which a quorum is present, shall be competent to exercise all or any of the authorities, power and discretions by or under the By-Laws of the Association for the time being vested in or exercisable by the Directors generally.

VALID MEETING

All acts done by any Meeting of the Directors or by any person acting as a Director, shall be, notwithstanding that it be afterwards discovered that there was some defect in the election of the Directors or of such person acting as aforesaid or that they or any of them were disqualified, as valid as if the directors or such persons as the case may be, have been duly elected and were qualified Directors.

VALIDITY OF ACTIONS

There shall be at least two regular meetings of the Board of Directors each year, such meetings to be held at such place, at such time and upon such notice as the Board of Directors may by resolution from time to time, determine. Any meetings of the Board of Directors convened otherwise, than in conformity with the foregoing provisions of this article shall be a Special Meeting.

REGULAR MEETINGS

The Chairmen of branches may be present and participate in the activities of the Board of Directors on all matters concerning their respective branches - without a right to vote. If they are unable to attend in person, they may act by proxy. The holder of the proxy must be a member. In order to ensure continuance of work, customs and traditions of the association, the Board shall invite the Past President to participate in its activities with the right to express his opinion without a right to vote.

OTHER PARTICIPANTS

Special Meetings of the Board may be called at any time by the President, or Vice-President or by the Secretary, and must be called if the President received a request from all members of the board. Notice specifying the place, day and hour of each such Meeting shall be served to each of the Directors, at least one (1) full day prior to the date fixed for such meeting.

NOTICE OF SPECIAL MEETING

In any case, where the convening of a meeting is considered by the President or Vice-President, or by the Secretary, in his discretion, to be a matter of urgency, he may give notice of a meeting of Directors by telephone or telegram not less than one hour before such meeting is to be held and such notice shall be adequate for the meeting to be convened.

NOTICE OF URGENT MEETING

Special Meetings of the Board of Directors may be held at any time and place for any purpose without notice, when all of the Directors are present in person, or when all the Directors not present shall have, in writing, waived notice of the holding of any such meeting. All or any of the Directors may waive notice of any meeting either before or after the meeting is held.

NOTICE WAIVED

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By-Law 53

The Executive Officers of the Association shall be the President, Past President, First Vice-President, Secretary and Treasurer. All of such Officers of the Association must be Directors of the Association with the exception of the Past President. Each of these Officers shall be elected by the membership as a whole, said election to be determined by vote at the annual Biennial General Meeting.

EXECUTIVE OFFICERS

There may also be appointed other Vice-Presidents, Assistant Secretaries, Assistant Treasurers and other Officers, as the Board of Directors may from time to time deem necessary. Such Officers shall respectively perform such duties in addition to those specified in these By-Laws as from time to time shall be prescribed by the Board of Directors. The same person may hold more than one office in the Association but the President and Treasurer of the Association shall not be members of a Council of a Branch.

OTHER OFFICERS

The President shall preside at all meetings of the members and at all meetings of the Board of Directors. He shall be the Chief Executive Officer of the Association and shall exercise a general control of and supervision over its affairs. He shall be an ex-officio member of all standing and special committees. He shall have such power and duties as the Board of Directors may from time to time determine.

DUTIES OF THE PRESIDENT

The First Vice-President shall be chosen from among the Directors and shall have such powers and perform such duties as may be assigned to him by the Board of Directors. In case of absence or disability of the President, the First Vice-President shall exercise the powers and perform the duties of the President.

VICE-PRESIDENT

The Secretary shall be chosen from among the Directors. He shall have charge and custody and be responsible for the keeping of books of account, preparing returns, etc. under Part II of the Canada Corporations Acts. He shall further keep an accurate record of the membership of the Association. He shall further attend to the giving and service of all notices of the Association. The Secretary shall keep the minutes of all meetings of the members and of the Board of Directors in a book or books to be kept for that purpose. He shall have charge of the records of the Association together with copies of all reports made by the Association and such other books and papers as the Board may direct. He shall prepare and file and shall be responsible for the keeping and filing of all books, reports, certificates and other documents required by law to be kept and filed by the Association. He shall perform all the acts incident to the office of Secretary. Subject to the control of the Board of Directors, Assistant Secretaries may perform the duties of the Secretary, particularly duties that would otherwise be delegated to a registrar and to an historian.

DUTIES OF THE SECRETARY

The Treasurer shall have general charge of the finances of the Association. He shall deposit all monies and other valuable effects of the Association in the name and to the credit of the Association in such banks or other depositories as the Board of Directors may from time to time designate. He shall render to the Board of Directors whenever so directed by the Board, an account of the financial condition of the Association and of all his transactions as Treasurer as soon as possible after the close of each fiscal year. The Treasurer shall supervise the collection of dues and other monies payable to the Association and he shall pay all accounts, subject to the approval of the Board of Directors. He shall perform all the acts incident to the office of Treasurer. Subject to the control of the Directors, Assistant Treasurers may perform the duties of the Treasurer.

DUTIES OF THE TREASURER

The Board of Directors by an affirmative vote of the majority of the Board may remove any or all of the Officers either with or without cause at any meeting called for that purpose and may elect and appoint others in their place or places. Any Officer or employee of the Association may also be discharged either with or without cause by the President or First Vice-President. If however there be no cause for such removal or discharge and there be a special contract derogating from the provisions of this paragraph then such removal or discharge shall be subject to the provisions of such contract.

REMOVAL OF OFFICERS

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By-Law 54

Members of the Board of Directors, of the Councils of Branches, Committees, Sections and Circles shall not be paid for their work in the Association. Any monies disbursed on behalf of the Association may be reimbursed by decision of the Board.

OFFICERS SHALL NOT BE PAID

By-Law 55

Documents involving obligations of the Association and documents sealed with the seal of the Association shall be signed by the President or First Vice-President and a second member of the Board. Cheques and other documents ordering payment from the funds of the Association shall be signed by two persons authorized by the Board.

SIGNING OF THE DOCUMENTS

By-Law 56

The Board may employ clerical personnel at the office of the Association. Such employees are to be paid from funds of the Association set-up for this purpose in the budget.

CLERICAL PERSONNEL

By-Law 57

The fiscal year of the Association covers twelve months.

FISCAL YEAR

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By-Law 58

The Audit Committee shall examine the activities of the Board of Directors of the Association and safeguard the correct application of the charter and By-Laws both by the Board of Directors and by the Councils of the Branches.

AUDIT COMMITTEE

By-Law 59

The Audit Committee shall be composed of three voting members, preferably resident in the same city in which the Board of Directors meets. The Auditing Committee shall be elected by the Biennial General Meeting.

IDEM

By-Law 60

The Board of Directors may appoint special Committees and sections to attain temporary or permanent goals.

SPECIAL COMMITTEES

By-Law 61

The Branches of the Association may affiliate kindred groups, e.g. students, according to special agreements, which shall be confirmed by the Board of Directors.

AFFILIATION OF KINDRED GROUPS

By-Law 62

DELETED

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By-Law 63

The governing body of any Branch is a Council of the Branch.

COUNCIL OF A BRANCH

By-Law 64

The Branch Executive shall hold the general meeting of the Branch not later than the 30th of June.

BRANCH GENERAL MEETING

By-Law 65

The business of the Annual General Meeting of the Branch shall include:

  1. Report of the last Council of the Branch;
  2. Report of the Audit Committee of the Branch;
  3. Acceptance or rejection of the report of the last Council of the Branch;
  4. Vote on the budget of the Branch;
  5. Election of he members of the Branch Council;
  6. Election of the Audit Committee composed of three voting members of the Branch;
  7. Motions.
IDEM

By-Law 66

Special general meeting shall be called by the Council of the Branch;

  1. On Branch Council's initiative;
  2. Upon written request by at least one-fourth of the voting members of the Branch;
  3. Upon request of the Board of Directors;
  4. Upon request of the Audit Committee.
IDEM

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By-Law 67

The Council of the Branch is composed of the:

  1. Chairman of the Branch elected by a separate vote;
  2. Vice-Chairman who may hold the office of Secretary;
  3. Secretary;
  4. Treasurer;
  5. other members of the Branch.
COMPOSITION OF BRANCH COUNCIL

By-Law 68

The Branch shall be dissolved:

  1. Upon a resolution of the general meeting of the members of the Branch;
  2. Upon a resolution of the general meeting of the Association voted following a motion by the Board of Directors, such motion listed on the order of business of the general meeting.
  3. Upon the dissolution of the Association.

Voluntary liquidation of the Branch shall be done by liquidators appointed by the Board of Directors.

DISSOLUTION OF THE BRANCH

By-Law 69

The appointment, rights and duties of the auditors of the Association shall be regulated by Part II of the Canada Corporations Act as provided by the said statute.

AUDITORS

By-Law 70

The Board of Directors shall determine the official depository or depositories. In case of the inability of persons designated to sign cheques or perform their functions, the Board of Directors shall designate those who shall act as substitutes. The Treasurer shall be bonded in such amount as the Association may determine and in the absence of any such determination by the Association, then in such amount as the Board of Directors may deem advisable. At least once in every fiscal period the accounts of the Association shall be examined and the correctness of the statement of income and expenditures and of the balance sheets shall be ascertained by such auditor or auditors.

FINANCIAL CONTROL

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By-Law 71

All funds of the Association shall be deposited to the credit of the Association in such bank or banks or trust companies or with such bankers as the Board of Directors may approve.

IDEM

By-Law 73

The President, First Vice-President, Secretary or Treasurer, General Counsel or any of them are authorized and empowered to appear and make answer for the Association to all writs, orders and interrogatories upon articulated facts issued out of any Court and to declare for and on behalf of the Association any answers to writs of attachment by way of garnishment in which the Association therewith or in any connection with any and all judicial proceedings to which the Association is a party and to make demands of abandonment or petition for winding up or bankruptcy orders upon any debtor of the Association and to attend and to vote at all meetings of creditors of the Association's debtors and grant proxies in connection therewith.

LEGAL REPRESENTATION

By-Law 73

DELETED

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By-Law 74

These By-Laws may be amended by a majority vote of the Members present at any General Meeting or Special Meeting provided written notice of the proposed action has been given each member at least two weeks before such meeting. The said amendments are to be subject to the approval of the Minister of Consumer and Corporate Affairs in accordance with Part II of the Canada Corporations Act.

AMENDMENTS OF BY-LAWS

By-Law 75

The Board of Directors shall include motions concerning amendments to the By-Laws in the order of business of a General Meeting of the members:

  1. Whether arising from the request of the General Meeting;
    or
  2. On its own initiative;
    or
  3. Upon written request of at least one-fourth of the voting members of the Association.
IDEM

By-Law 76

The General Meeting or Special Meeting may, by a majority of two-thirds of those members having Member status present or represented, apply for the surrender of the Charter, provided that at least fifty percent of the members are present in person or by proxy at such a meeting.

The question of dissolution of the Association shall be listed as a separate matter in the order of business of the meeting, and the said order of business shall be circulated among all the members by the Board of Directors.

SURRENDER OF THE CHARTER

By-Law 77

The assets of the Association, upon its liquidation, shall be transferred to the Polish Canadian Congress.

TRANSFER OF ASSETS

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