1. The seal, an impression whereof is stamped in the margin hereof, shall be the seal of the Tunnelling Association of Canada (TAC).
CONDITIONS OF MEMBERSHIP
2. Participation shall be encouraged of all those with a direct interest in tunnelling and underground excavation. Membership may include, but not be exclusively limited to, individuals and organizations involved in the concept, design, construction, operation and maintenance of civil and mining tunnels, underground excavations, and all other planned uses of underground space. Application for membership is voluntary.
3. Membership may be one of four categories:
4. Corporate members shall be Corporate or government bodies interested in the design, construction, and maintenance of tunnels and underground excavations. These shall include research organizations, departments of the federal or provincial governments, public or private corporations, partnerships, and federal, provincial, municipal and regional authorities. This classification may include professional engineers in private practice. Each Corporate member shall designate a single Individual as its official representative to whom all TAC correspondence shall be directed. This Individual or an alternate named by him shall exercise the voting power for the Corporate member. Canadian National Committees of International Organizations in related fields may be classified as Corporate members. If they have a reciprocal membership agreement with TAC they shall not be liable for fees.
5. Individual members shall be individuals who wish to be independently associated with the work of TAC. Employees of a Corporate member who wish to be separately included on the TAC mailing list may become Individual members.
6. Student members are persons who are registered as a full-time student at a recognized educational institution.
7. Honourary members shall be individuals whom TAC may wish to honour in appreciation for their outstanding contributions to TAC. Honourary members shall not hold office in TAC.
8. Cancellation of membership. Members who are in arrears of dues for one year cease to be members, subject to appeal by the member, and will be so notified in writing by the secretary. Membership may be withdrawn at any time by notifying the secretary in writing. Dues for the current year will be refunded on a pro rata less 10% administration fee.
9. Corporate and Individual members shall be equal voting rights and shall be entitled to one (1) vote on all matters except as otherwise provided herein.
10. On issues involving the expenditures of monies, the voting shall be on the basis that one (1) Corporate vote will equal five (5) Individual votes.
11. It shall be the duty of the Chairman of the meeting to determine whether or not a motion directly involves the expenditure of monies.
12. At all meeting of members of the corporation every question shall be determined by a majority of votes unless otherwise specifically provided by statute or by these by-laws. Voting by proxy will not be allowed.
13. The officers at the TAC shall consist of the following:
A president - to be elected by the membership
A vice-president for eastern Canada - to be elected by the membership
A vice-president for western Canada - to be elected by the membership
A secretary - to be appointed by the board of directors
A treasurer - to be appointed by the board of directors
The offices of secretary and treasurer may be held by one person at the discretion of the board of directors.
BOARD OF DIRECTORS
14. The activities of TAC shall be directed by a board of directors consisting of the president, the two vice-presidents, the secretary, the treasurer, the immediate past president and five (5) additional members.
15. Upon incorporation the applicants for incorporation and the existing executive committee of the TAC shall become the first board of directors of the corporation whose term of office shall be for the remaining unexpired period of their election to the executive committee such period not to exceed the terms of office of the directors of the corporation as specified in the by-laws of the corporation.
16. In addition to the members listed above, the board of directors may appoint to its membership a representative of a Canadian National committee or Organization in related field, provide that the committee or organization so designated holds a Corporate membership in TAC.
17. Each member of the board of directors is entitled to exercise one (1) vote.
18. A quorum for a meeting of the board of directors shall consist of the president or one of the vice-presidents named by the president, and either a simple majority of the remaining members of the board of three other members, whichever is less.
19. The office of director shall be automatically vacated:
a) if a director shall resign by delivering a written resignation to the secretary of the corporation;
b) if at a special general meeting of the members a resolution is passed by a two thirds (2/3) majority of the members present at the meeting, that the director be removed from office;
c) on death.
If any vacancy shall occur, the board of directors by majority vote, may, by appointment, fill the vacancy with a member of the corporation.
TERMS OF OFFICE
20. The terms of office of office of the president and the vice-president shall be two (2) years and shall commence on the first day of January following their election. The president and vice-president may hold office for a maximum of two terms. The secretary and the treasurer shall be appointed for a term of two (2) years, and may be reappointed for a second term. A term of less than two (2) years may be accepted under special circumstances for any position.
NOMINATION AND ELECTION
21. Election of the president and the two vice-presidents shall be by letter ballot conducted by the secretary prior to the first day of October preceding the termination of the term of the outgoing members of the board of directors. All members shall be entitled to one (1) vote each.
22. Nominees for offices of the incoming board of directors shall be selected by a nominating committee comprised of three (3) members all appointed by the outgoing board of directors. All members of the nominating committee must be Corporate or Individual members of TAC in good standing. The chairman shall be the immediate past president and the other two members shall not be members of the current board of directors. The nominating committee shall be appointed prior to the first day of May of an election year and shall submit its nomination prior to the first day of July of the same year. In preparing its nominations the committee shall, at its discretion, seek nominees representing as much as possible a board geographical distribution across Canada and the range of disciplines covered by the tunnelling and underground excavation technologies.
23. The slate of nominees submitted by the nomination committee will be submitted to the entire membership of TAC by the secretary by letter, with a request for additional nominations from the membership at large. Additional nominations must be supported in writing by a least five (5) Corporate or Individual members and by the written agreement of the additional nominee. The slate of nominees shall be submitted to the membership by the fifteenth (15) day of July and all additional nominations must be received by the secretary by the fifteenth (15) day of August.
24. If additional nominations, properly submitted, are received, an election will be held for those positions for which the additional nominations are received. A letter ballot will be sent by the secretary to all members prior to the first day of September and returned ballots must be received by the secretary prior to the first day of October. The mailing of the ballot shall include biographical information of all candidates and instructions or balloting. Ballots shall be counted by the secretary and one other latter appointed by the president, within one week of the close of balloting.
25. For those positions for which there are no additional nominees submitted by the membership, the outgoing board of directors is empowered to declare the uncontested nominees elected without an election by letter ballot.
DUTIES AND POWERS OF THE DIRECTORS
26. The president shall be the chief executive officer of the corporation, shall preside at all meetings of the corporation and of the board of directors, and shall have the general and active management of the affairs of the corporation. The president shall see that all orders and resolutions of the board of directors are carried into effect.
27. Either vice-president, upon designation by the president, shall in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties as shall from time to time be imposed through decisions of the board of directors.
28. The treasurer shall have the custody of the funds and securities of the corporation and shall keep full and active accounts of all assets, liabilities, receipts and disbursements of the corporation in the books belonging to the corporation and shall deposit all moines, securities and other valuable effects in the name and to the credit of the corporation such chartered bank or trust company, or, in the case of securities, in such registered dealer in securities as may be designated by the board of directors from time to time. The treasurer shall disburse the funds of the corporation as may be directed by the proper authority taking proper vouchers for such disbursements, and shall render to the president and directors at the regular meeting of the board of directors, or whenever they may require it, an accounting of all the transactions and a statement of the financial position, of the corporation. The treasurer shall also perform such other duties as may from time to time be directed by the board of directors.
29. The secretary may be empowered by the board of directors, to carry on the affairs of the corporation generally under the supervision of the officers thereof and shall attend all meetings and act as clerk thereof and record all votes and minutes of all proceedings. The secretary shall give or cause to be given notice of all meetings of the members and of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president. The secretary shall be the custodian of the seal of the corporation, which shall be delivered only when authorized by a resolution of the board o directors to do so and to such person or persons as may be named in the resolution.
30. The duties of all other members of the board of directors, shall be such as the board of directors, as a whole, requires of them.
31. Dues shall be payable to the treasurer by all members on the first day of January of each year. Dues payable by all categories of membership shall be determined by the board of directors from time to time to enable TAC to fulfill its obligation to its membership in Canada.
32. An annual general meeting open to all members of TAC shall be held in Canada each year on a date an d at a location to be selected by the board of directors. A special general meeting of all members may be called at any time by the president or by any two of the officers or members of the board of directors of TAC or by a petition signed by five (5) percent of the members of the corporation. Fourteen (14) days prior written notice shall be given to all members of any annual or special general meeting. Notice of any meeting where special business will be transacted should contain sufficient information to permit the member to form a reasoned judgement on the decision to be taken. Members present at a meeting shall constitute a quorum.
33. Meetings of the board of directors may be held at any time and location, at the call of the president or in whose absence, by a vice-president whom the president may designate provided that fourteen (14) clear days notice of the meeting shall be sent in writing to each director. There shall be at least one meeting of the board of directors in each calendar year.
34. No error or omission in giving notice of any annual or general meeting or adjourned meeting of the members of the corporation, shall invalidate such meeting or make void any proceedings taken or had thereat. For the purpose of sending notice to any member or director for any meeting or otherwise, the address of the member of director shall be the last address recorded on the books of the corporation.
35. The members shall at each general meeting appoint an auditor to audit the accounts of the corporation, to hold office until the next annual meeting provided that the directors may fill any casual vacancy in the office of the auditor. The auditor shall audit the books of the corporation and shall report or cause to have reported, the results of the audit to the members.
FINANCIAL OPERATING BASES
36. TAC funds and any income from investment of these funds shall be used exclusively to serve the objectives of TAC as contained in the letters patent.
37. Neither these funds nor the income from investment of these funds nor any part thereof shall be payable or otherwise available for the personal benefit of any of the members of the corporation either during the existence of the corporation of upon its dissolution.
38. In the event of dissolution of TAC in any manner by law, after payment of all corporation debts and liabilities, any funds or other assets standing to the credit of the corporation shall be distributed or disposed of to technical societies or to charities as determined by the board of directors.
39. Investment of TAC funds shall be the responsibility of the board of directors.
40. Bank transactions involving the disbursement of TAC funds shall be carried out over the signatures of any two (2) authorized signing officers. Authority to sign cheques or other negotiable instruments on behalf of the corporation shall be vested in as many of the members of the board of directors as the board of directors shall from time to time consider suitable, the number of authorized signing officers normally not to exceed six (6).
41. Reimbursement of expenses shall be limited to the officers of the corporation, namely the president, vice-presidents, secretary and treasurer. Such reimbursement shall only be made if the aforementioned officers need and request it in advance. The budget for the expenses to be reimbursed shall be determined by the board of directors from time to time.
42. Except as noted in Chapter 41 above, no officer, committee member or member of the board of directors shall receive any remuneration or other financial benefits from or on behalf of the corporation.
INDEMNITIES TO DIRECTORS AND OTHERS
43. Every director or officer of the corporation or other person who has undertaken or is about to undertake any liability on behalf of the corporation and their heirs, executors and administrators, and estate and effects, respectively, shall from time to time and all times, be indemnified and saved harmless out of funds of the corporation, from and against;
(a) all costs, charges and expenses which such director, officer or other person sustains or incurs in or about any action, suit or proceedings brought, commenced or prosecuted against him, or in respect of any act, deed, matter or thing whatsoever, made, done or permitted by him, in or about the execution of the duties of his office or in respect of any liability;
(b) all other costs, charges and expenses, which he sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his own willful neglect or default.
COMMITTEES AND TASK FORCES
44. The board of directors shall be empowered to set up from time to time, or when required, various standing and special committees and task forces to carry out the work of TAC, or on behalf of TAC, to undertake its obligations to the International Tunnelling Association. The board of directors may delegate as its discretion to such standing or special committees or task forces portions of its work without relinquishing its overall responsibility for the work. The term of office of a member of a committee or task for shall not exceed two years but members may be reappointed. The board of directors at its discretion, may remove any member of a committee or task force or dissolve any committee or task force.
45. TAC shall publish a bulletin on a regular basis as determined by the board of directors. This bulletin shall be used to publish items of news and articles of interest to the membership. The editor of this bulletin and of any other publication of the TAC shall be appointed by the board of directors.
EXECUTION OF DOCUMENTS
46. Contracts, documents or any instruments in writing requiring the signature of the corporation, shall be signed by any two authorized signing officers and all contracts, documents and instruments in writing so signed shall be binding upon the corporation without any further authorization or formally. The directors shall have the power from time to time by resolution to appoint an officer of officers on behalf of the corporation to sign specific contracts, documents, and instruments in writing. The directors may give the corporation's power of attorney to any registered dealer in securities for purposes of transferring of and dealing with any stocks, bonds, and other securities of the corporation. the seal of the corporation when required may be affixed to contracts, documents and instruments in writing signed as aforesaid or by any officer of officers appointed by resolution of the board of directors.
AMENDMENTS OF BY-LAWS
47. Proposed repeals or amendments of these by-laws may be submitted in writing to the secretary at any time by any five (5) Corporate or Individual members. the repeals or amendments shall be referred to the board of directors for study and shall then be submitted to the voting membership by the secretary, with our without comment from the board of directors, by a letter ballot or to an annual general meeting at the option of the boards of directors, provided that fourteen (14) days prior notice is given the said bylaw changes will be considered. If a letter ballot is used, a period of at least 30 calendar days shall be provided between the mailing of the ballot and the receipt by the secretary of completed ballots. The mailing shall include instructions for balloting and sufficient information to permit the member to form a reasoned judgement on the amendments proposed. Ballots shall be counted by the secretary and one other teller appointed by the president within one week of the choosing of the balloting. An affirmative vote by a least two-thirds (2/3) of the returning ballots or of the members present of the annual general meeting shall be necessary for approval of the proposed amendments, provided that the repeal or amendment of such by-laws shall not be enforced or acted upon until the approval of the Minister of Consumer and Corporate Affairs has been obtained.
48. In these by-laws and in all other by-laws of the corporation hereafter passed unless the context otherwise requires, words importing the singular number or the masculine gender shall include the plural number of the feminine gender, as the case may be, and vice versa.
49. Creation or disbandment of chapters in geographic regions of Canada, will be determined by the board of directors.
50. The purpose of the regional chapters shall be to involve TAC members in local activities that adhere to the objectives of the TAC as stated in the Letters Patent.
51. The affairs of the chapters shall be conducted by chapter committees organized according to the needs of the region. The activities of the chapters, as well as their financial statements, shall be reported to the board of directors of TAC on an annual basis.
52. The chairman of each chapter committee shall serve as the regional representative reporting to the board of directors of TAC and, at the discretion of the board of directors, may be appointed as a member thereof.