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BY-LAWS 1996

FOUNDING MEMBERS

Rod McKenzie - Aurora Inn
Allan Chapman - Allan Chapman Enterprises

Article I: Corporate Seal

1. The seal of the Association shall be in such forms as shall be prescribed by the Association and shall have the words "The Canadian Association of Aboriginal Entrepreneurship" endorsed thereon. The seal of the Association , when required, may be affixed to contracts, documents and instruments in writing signed as aforesaid by the Secretary-Treasurer, who shall have custody of the said seal.

2. Insignia - The Association shall have the exclusive rights to control the insignia of the Association. Insignia and electrotypes carrying this name are the property of the Association, but may be used by Full members in good standing. The insignia may be placed upon their products.

Article II: Definition

The term "The Canadian Association of Aboriginal Entrepreneurship" includes those persons of First Nations ancestry, and entities controlled by such persons, that are involved in entrepreneurial enterprises and/or administrative functions.

Article III: Objectives

1. To assist individual aboriginal entrepreneurs in enhancing, promoting, and establishing competitive business ventures, which will focus on the aboriginal culture/traditional, and natural characteristics of the tourism industry, and other related economic developments.

2. To consider and deal with those common problems of business and administrative management and to secure cooperative action in advancing the common purposes of the members.

3. To disseminate information of a general economic, social and governmental character, to analyze subjects relating thereto, and present best practices models and success stories to other business, organizations, the government and the public.

4. To encourage studies relating to Entrepreneurship in all its respects and to organize, operate and conduct education courses, lectures and seminars.

5. To promote aboriginal enterprises and co-operatively market their products and services.

6. To do anything necessary and proper for the accomplishment of any objectives herein set forth, or which shall be consistent with the public interest, as well as in the interest of the members.

Article IV: Head Office

1. The Head Office of the Association shall be located in the City of Winnipeg, in the Province of Manitoba, Canada or at any location chosen by the membership at a General Meeting.

2. The Association may establish such other offices and agencies elsewhere within Canada as the Board of Directors may deem expedient.

Article V: Membership

1. Full Members - a person may become a Full member of the Association when the following conditions are met:
  • a - If an individual, he/she must be of First Nations ancestry and must be involved in an entrepreneurial and/or administrative activity and be controlled by individuals of First Nations ancestry.
  • b - If an entity, it must be involved in entrepreneurial and/or administrative activity and be controlled by individuals of First nation ancestry.
  • c - The applicant must present a request for admission to the Association.
  • d - When accepted, fees must be paid as determined by the Association.
  • e - The procedures for Full member registration and continued membership as such shall be set by the Board of Directors of the Association from time to time. The procedures may be emended by the Board of Directors by a 2/3 majority vote of the Board of Directors and any amendments should be presented at the next General Meeting for the information of the membership.

    The Full member is entitled to all privileges and services of the Association, and may be called to serve on committees and the Board of Directors of the Association. Full members are entitled to 1 vote at meetings of the Association.
2. Associate Members - an individual or a recognizable entity as determined by the Board of Directors may become an Associate member of the Association when the following conditions are met:
  • a - The applicant must be professionally with Entrepreneurial and/or administrative activities.
  • b - The applicant must present a request for admission to the Association.
  • c - When accepted, fees must be paid as determined by the Association.
  • d - The procedures for Associate member registration and continued membership as such shall be set by the Board of Directors of the Association from time to time. The procedures may be ammended by the Board of Directors by a 2/3 majority vote of the Board of Directors and any amendments should be presented at the nest General Meeting for the information of the membership.

    The Associate members may not vote. Associate members may not hold office in the Association but may be called to serve on committees of the Association.
3. Life Members - A Full member who has rendered outstanding service to the Association and who has distinguished himself as an aboriginal entrepreneur and/or administrator may be elected a Life member. The honour shall be conferred by a majority vote at any General Meeting, the name having first been recommended by the Board of Directors of the Association. Life members shall enjoy the same privileges as Full members but shall be exempt from payment of dues to the Association.

4. Honourary Members - Honourary membership may be conferred upon any person who has rendered valuable assistance to the Association or who has distinguished himself or herself in Entrepreneurship, and/or administrative activities. The honour shall be conferred by a majority vote at any General Meeting, the name having first been recommended by the Board of Directors of the Association. Honourary members shall enjoy the same privileges as Associate members. Honourary members shall be exempt from the payment of dues to the Association.
Article VI: Finances

1. Fiscal Year - The Fiscal year shall be from January 1 st. to December 31 st. of each year.

2. Fees - Full fees to be due on the first day of January of each year and must be received by the Secretary-Treasurer on or before the last day of March.

3. Failure to Pay Professional Fees - The Board of Directors shall prescribe the policy under which members who fail to pay their fees shall be omitted from the rolls. A member who has failed to pay his fees shall forfeit all the rights and privileges of membership.

Article VII: Meetings

1. Board of Directors - Regular meetings of the Board may be held without notice to the members at such time and place as shall from time to time be determined by the Board. Notice of such meetings shall be mailed by the Head Office to the last recorded address of each Director at least ninety (90) days before the time appointed for the meeting. Special meetings of the Board may be called by the President, on five (5) days notice to each Director, either personally or by mail or by telephone. Special meetings shall be called by the President on the written request of three Directors.

2. General - There shall be a General Meeting of the member of the Association once a year, for election of officers, for receiving reports, and the transaction of other business. Notice of such meetings shall be mailed by the Head Office to the last recorded address of each member at least thirty (30) days before the time appointed for the meeting.

3. Special - Special meetings of the Association shall be called by the Board of Directors, upon the written request of twenty (20) members of the Association to the Secretary-Treasurer. Notice of any special meeting shall be mailed to each member at his last recorded address at least fifteen (15) days before in advance, with the statement of time and place and the information as to the subject or subjects to be considered.

4. Quorum - A quorum at a general meeting or special meeting shall consist of one eighth (1/8) of the voting members in good standing, and in case there shall be less than this number present at the General Meeting, the President shall adjourn the meeting not longer than ninety (90) days. A quorum at a meeting of the Board of Directors shall consist of tow thirds (2.3) of the Directors of the Association.

5. Question - At all meetings of members of the Association, every question shall be determined by a majority of votes unless otherwise specifically provided by the Companies Act or by these by-laws.

Article VIII: Order of Business

1. The order of business for the General Meetings shall be determined by the Board of Directors.

2. The parliamentary rules as laid down in "Roberts Rules of Order" shall govern all debates during General and special meeting of the Association.

Article IX: Officers

1. The Officers of the Corporation shall be the President, Vice-President and Secretary-Treasurer. The President, Vice-President and the Secretary-Treasurer shall be elected from the Full members eligible to hold office, at the General Meeting. The Officers shall constitute the Executive Committee of the Board of Directors.

2. Removal of Officers - Any Officer may be removed by motion passed by at least two-thirds (2/3) of the votes cast at a Directors meeting and confirmed by a two-thirds (2/3) majority of respondents to ballots mailed to all voting members with fourteen (14) days of the Directors meeting and returned to the Head Office within thirty (30) days of the Directors Meeting. Scrutineers will be appointed by the Directors. Provided however, that in the event of the death, resignation or removal of an officer during his term, the successor shall be elected within sixty (60) days from among Full members eligible to hold office, by mail ballot, or at a General Meeting.

3. Remuneration - The Officers shall receive no remuneration for acting as such except the following:
  • a - Reimbursement of Expenses: All Officers shall be reimbursed for their reasonable out-of-pocket expenses incurred un the course of their duties with the Association, as approved by the Board of Directors from time to time.
  • b- Secretary-Treasurer shall receive such remuneration as recommended by the Board of Directors and approved at each General Meeting.

4. Duties of the President - The President shall preside at all meetings of the Association and Board of Directors; represent the Association as and when required; shall be an ex-officio member of all committees: in his/her absence, the Vice-President shall assume these duties.

5. Duties of the Vice-President - In the absence of the President, responsibilities shall be assumed by the Vice-President, who may also be called upon be the Board to carry out other duties and functions, as and when required. He shall not be an-officio member of committees.

6. Duties of the Secretary-Treasurer- a - Shall record the minutes of all proceedings of the Board and Committee meetings and shall be the custodian of the seal of the Association and all books, papers, records, correspondence and contracts of the Association.
  • b - Shall give due notice of time and place of the General and all special meetings of the Board.
  • c - Shall give due notice of time and place of all committee meetings.
  • d - Shall perform other duties as may be required of him by the Executive Committee and the Board.
  • e - Shall be responsible for receiving all moneys and fees and keeping records of all financial transactions; issuing cheques and making deposits and generally attending to the care of all financial matters.
  • f - Present the annual financial statements to the members/Board.

7. Term of Office- The term of office of the executive officers of the Association shall be two years.

8. Executive Director- To be appointed by the Executive Committee as a paid position to be responsible for administrative and management duties as specified by the Executive Committee from time to time.

Article X: Board of Directors

1. Government of Association - The management, affairs and concerns of the Association shall be vested in a Board of Directors consisting of four Directors elected from the membership, and the elected officers of the Association.

2. Duties - The Board of Directors shall have control and management of the affairs of the Association, with authority to do everything necessary and desirable in the conduct of the business of the Association and in accordance with the by-laws.

3. Meetings - Regular meetings of the Board may be held without notice to the members at such time and place as shall from time to time be determined by the Board. Notice of such meetings shall be mailed by the Head Office to the last recorded address of each Director at least nifty (90) days before the time appointed for the meeting. Special meetings of the Board may be called by the President, on five (5) days notice to each Director, either personally or by mail or by telephone. Special meetings shall be called by the President on the written request of three Directors.

4. Quorum - A two-thirds (2/3) majority of the Board shall constitute a quorum for all purposes unless herein otherwise provided.

5. Absence - Any member of the Board of Directors absent from a Directors Meeting shall send a communication to the President or Secretary-Treasurer stating the reason for his/her absence. In the event there are three unexcused absences on the part of any member of the Board of Directors, his/her position on the Board may be declared vacant by the Board.

6. Remuneration of Directors - The Directors shall receive no remuneration for acting as such except for reimbursement for their reasonable out-of-pocket expenses incurred in the course of their duties with the Association.

7. Removal of Directors - A Director other than an officer of the Association may be removed as a Director by motion passed by at least two-thirds (2/3) of the votes cast at a General Meeting of members. Such removal must be recommended by a two-thirds (2/3) majority of the Board of Directors.

Article XI: Committees

1. Executive Committee - The Board may invest all or any part of its authority in the Executive Committee composed of the officers of the Association.

2. Market Development Committee - The Market Development Committee shall be administered by the Market Development Chairperson in accordance with the Marketing Guidelines as approved by the Board of Directors.

3. Public Relations Committee - The Public Relations Committee shall be administered by the Public Relations Program Chairman in accordance with the Public Relations Program Guidelines as approved by the Board of Directors from time to time.

4. Entrepreneurial Education Committee - The Entrepreneurial Education Committee shall be administered by the Education chairperson in accordance with the Entrepreneurial Education Program Guidelines as approved by the Board of Directors from time to time.

5. Special Committees - The Executive Committee and/or the Board of Directors shall designate and determine the scope of authority and work of such special committees and representatives which from time to time it deems necessary.

  • The Program Guidelines for each of the Committees shall be found in the Association Policy Manual. The Committee Chairpersons shall submit their reports to the meetings of the Board of Directors and to General Meetings.
6. Remuneration of Committee Members - The committee members shall be reimbursed for their reasonable out-of-pocket expenses incurred in the course of their duties with the Association. The Committee Chairperson may be paid an Honorarium as approved by the Board of Directors from time to time.

Article XII: Auditors

The members shall at each General Meeting appoint an auditor to audit the accounts of the Association to hold office until the next General Meeting, provided that the Directors may fill any temporary vacancy in the office of auditor which may arise. The remuneration of the auditor shall be fixed by the Board. The members may waive an audit provided a qualified (C.A., C.G.A., C.M.A.) accountant is engaged to perform a review of the financial statements and remuneration of the accountants is fixed by the Board.

Article XIII: Signature and Certification of Documents

Contracts, documents and/or any instruments in writing requiring the signature of the Association shall be signed by the President and/or Secretary-Treasurer. All contracts, documents and instruments in writing so signed shall be binding upon the Association. The Executive Committee may authorize other officers, directors and members to sign contracts and instruments as and when required.

Article XIV: Rules and Regulations

1. The Board of Directors may prescribe such rules and regulations not inconsistent with these by-laws relating to the management and operation of the Association shall be confirmed, and in default of confirmation at the following General meeting of members shall at and from that time cease to have force and effect.

2. Voting - Full members who are in good standing with the Association are entitled to one vote.

3. Holding of Office - The holding of office is restricted to Full Members in good standing.

4. Membership Dues - The membership dues shall be determined by the Board of Directors and ratified as the General Meeting before taking effect.

5. Admission of Members - Any person eligible for membership under these by-laws, on making payment of membership dues as required and meeting the other conditions in current effect, may be admitted to membership. However, he/she shall submit a request of admission to this effect.

6. Admitting Members - All applications for memberships shall be referred to the Secretary-Treasurer. The Secretary-Treasurer shall admit all applicants for membership who meet the qualifications prescribed in these by-laws unless in his/her judgement the admission of such applicant to membership shall not serve the public interest. Any applicant for membership who is rejected by the Secretary-Treasurer either because the applicant has not met the qualifications prescribed by these by-laws, or because in the judgement of the Secretary-Treasurer the acceptance of such application would not serve the public interest shall be referred promptly by the Secretary-Treasure to the Board of Directors, accompanied by the Secretary-Treasurer's reasons for rejecting the application. The Board of Directors shall review the action taken by the Secretary-Treasurer in rejecting such application at the first meeting to be held after such application has been rejected. If the Board of Directors by affirmative vote of majority of the Directors present at a duly convened meeting recommend acceptance of such a rejected application, the Secretary-Treasurer shall there-upon promptly accept the rejected application for membership.

7. Duration and Resignation of Membership - Membership in this Association may be terminated by voluntary withdrawal, failure to pay annual fees, or otherwise in pursuance of these by-laws. All rights of a member shall cease on the termination of membership. Any member may, by giving written notice, withdraw from membership. Such notice shall be presented to the Secretary-Treasurer of the Association. Withdrawal shall be effective upon fulfillment of all obligations to the date of withdrawal.

8. Suspension and Expulsion - For cause, any membership may be suspended or terminated. Sufficient cause for such suspension or termination of membership shall be violation of by-laws or any agreement, rule or practice properly adopted by the Association, or any other conduct prejudicial to the interest of the public. Such suspension or expulsion shall be by two-thirds (2/3) vote of the entire membership of the Board of Directors: provided that a statement of the charges shall have been mailed by registered post to the last known address of the member at lest fifteen (15) days before final action is taken thereon. This statement shall be accompanied by a notice of the time and place of the meeting of the Board of Directors at which time the charges shall be considered, and the member shall have the opportunity to appear in person or by proxy, and to present any defense to such charges before action is taken thereon.

10. In these by-laws the singular shall include the plural and the plural the singular: the masculine shall include the feminine.
Article XV: Amendment of By-Laws

Any suggested amendment of the by-laws shall be made in writing and presented to the Secretary-Treasurer at least ninety (90) days prior to the General Meeting, endorsed by a minimum of five Full members OR by a majority vote of the Board of Directors for submission to the General Meeting. Suggested By-law amendments presented by Full members shall be disseminated to all the Directors at least thirty (30) days prior to the General Meeting. At such a meeting these by-laws may be amended by an affirmative vote of at least two-thirds (2/3) of the voting members attending the meeting. Such an amendment shall not be enforced or acted upon until the by-law changes are disseminated to all Full members, and are confirmed by a two-thirds (2/3) affirmative mail vote of all responding voting members.

EMAIL: aurora@cancom.net


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