By-Law No. 1 Medeba Bible Camp Inc.

By-Law No. 1  |  Medeba Bible Camp Inc.

As amended to January 13, 1984

A by-law relating generally to the transaction of the affairs of MEDEBA BIBLE CAMP.

Be it enacted as a by-law of MEDEBA BIBLE CAMP as follows:

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1. HEAD OFFICE

The Head Office of the corporation shall be in the Town of Markham, in the Province of Ontario, or at such other place therein as the directors may from time to time determine. [top]

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2. SEAL

The seal, an impression whereof is stamped in the margin hereof, shall be the corporate seal of the corporation. [top]

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3. STATEMENT OF FAITH

Each officer, director, and member shall affirm his belief in the following statement of faith:
“The plenary inspiration of the Old and New Testaments as the very Word of God. The triune God - Father, Son and Holy Spirit. The diety of the Lord Jesus Christ, His substitutionary atonement for sin, His bodily resurrection, and His personal, visible return to earth to reign in righteousness and glory. The Person of the Holy Spirit, and His work of conviction, regeneration, and sanctification, who indwells every believer. The necessity of the new birth, in salvation by faith in Jesus Christ alone, and the importance of a life fully committed to the will of God in Christ.” [top]

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4. BOARD OF DIRECTORS

The affairs of the corporation shall be managed by a board of ten elected directors (see Amendments No. 3, 4 and 5), each of whom at the time of his election or within ten days thereafter and throughout his term of office shall be a member of the corporation. Subject as hereinafter provided, each director shall be elected to hold office until the second annual meeting after he shall have been elected or until his successor shall have been duly elected and qualified. The appropriate board members shall be retired at each second annual meeting, but shall be eligible for re-election if otherwise qualified. The election may be by a show of hands unless a ballot be demanded by any member. The members of the corporation may, by resolution passed by at least two-thirds of the votes cast at a general meeting of which notice specifying the intention to pass such a resolution has been given, remove any elected director before the expiration of his term of office, and may, by a majority of the votes cast at that meeting, elect any person in his stead for the remainder of his term. [top]

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5. VACANCIES, BOARD OF DIRECTORS

Vacancies on the board of directors, however caused, may so long as a quorum of directors remains in office, be filled by the directors from among the qualified members of the corporation, if they see fit to do so, otherwise such vacancy shall be filled at the next meeting of the members at which the directors for the ensuing year are elected, but if there is not a quorum of directors, the remaining directors shall forthwith call a meeting of the members to fill the vacancy. If the number of directors is increased between the terms, a vacancy or vacancies, to the number of the authorized increase, shall thereby be deemed to have occurred, which may be filled in the manner above provided. [top]

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6. QUORUM AND MEETINGS, BOARD OF DIRECTORS

Five directors (see Amendments No. 1, 3 and 8) present in person or by proxy shall form a quorum for the transaction of business. Except as otherwise required by law, the board of directors may hold its meetings at such place or places as it may from time to time determine. No formal notice of any such meeting shall be necessary if all the directors are present, or if those absent have signified their consent to the meeting being held in their absence. Directors’ meetings may be formally called by the President or Vice-President or by the Secretary on direction of the President or Vice-President or by the Secretary on direction in writing of two directors. Notice of such meetings shall be delivered, telephoned or telegraphed to each director not less than one day before the meeting is to take place or shall be mailed to each director not less than three days before the meeting is to take place. The statutory declaration of the Secretary or President that notice has been given pursuant to this by-law shall be sufficient and conclusive evidence of the giving of such notice. The board may appoint a day or days in any month or months for regular meetings at an hour to be named and of such regular meeting no notice need be sent. A directors’ meeting may also be held, without notice, immediately following the annual meeting of the corporation. The directors may consider or transact any business either special or general at any meeting of the board. [top]

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7. ERROR IN NOTICE, BOARD OF DIRECTORS

No error or omission in giving such notice for a meeting of directors shall invalidate such meeting or invalidate or make void any proceedings taken or had at such meeting and any director may at any time waive notice of any such meeting and may ratify and approve of any or all proceedings taken or had thereat. [top]

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8. VOTING, BOARD OF DIRECTORS

Questions arising at any meeting of directors shall be decided by a majority of votes. The Chairman shall not have a second or casting vote. All votes at any such meeting shall be taken by ballot if so demanded by any director present, but if no demand be made, the vote shall be taken in the usual way by assent or dissent. A declaration by the Chairman that a resolution has been carried and an entry to that effect in the minutes shall be admissible in evidence as prima facie proof of fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. [top]

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9. POWERS

The directors of the corporation may administer the affairs of the corporation in all things and make or cause to be made for the corporation, in its name, any kind of contract which the corporation may lawfully enter into and, save as hereinafter provided, generally, may exercise all such other powers and do all such other acts and things as the corporation is by its charter or otherwise authorized to exercise and do.

Without in any way derogating from the foregoing, the directors are expressly empowered, from time to time, to purchase, lease or otherwise acquire, alienate, sell, exchange or otherwise dispose of shares, stocks, rights, warrants, options and other securities, lands, buildings and other property, movable or immovable, real or personal, or any right or interest therein owned by the corporation, for such consideration and upon such terms and conditions as they may deem advisable and to accept gifts, legacies and donations of all kinds. [top]

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10. REMUNERATION OF DIRECTORS

The directors receive no remuneration for acting as such. [top]

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11. OFFICERS OF CORPORATION

There shall be a President, a Vice-President, a Secretary and a Treasurer, or in lieu of a Secretary and Treasurer, a Secretary-Treasurer, and such other officers as the board of directors may determine by by-law from time to time. One person may hold more than one office except the offices of President and Vice-President. The President and Vice-President shall be elected by the board of directors from among their number at the first meeting of the board after the annual election of such board of directors, provided that in default of such election the then incumbent, being members of the board, shall hold office until their successors are elected. The other officers of the corporation need not be members of the board and in absence of written agreement to the contrary, the employment of all officers shall be settled from time to time by the board. [top]

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12. DUTIES OF PRESIDENT AND VICE-PRESIDENT

The President shall, when present, preside at all meetings of the members of the corporation and of the board of directors. The President shall also be charged with the general management and supervision of the affairs and operations of the corporation. The President, with the Secretary or other officer appointed by the board for the purpose, shall sign all by-laws and membership certificates. During the absence or inability of the President, his duties and powers may be exercised by the Vice-President, or such other directors as the board may from time to time appoint for the purpose, exercises any such duty or power, the absence or inability of the President shall be presumed with reference thereto. [top]

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13. DUTIES OF SECRETARY

The Secretary shall be ex-officio clerk of the board of directors. He shall attend all meetings of the board of directors and record all meetings of the board of directors and record all facts and minutes of all proceedings in the books kept for that purpose. He shall give all notices required to be given to members and to directors. He shall be the custodian of the seal of the corporation and of all books, papers, records, correspondence, contracts and other documents belonging to the corporation which he shall deliver up only when authorized by a resolution of the board of directors to do so and to such person or persons as may be named in the resolution, and he shall perform such other duties as may from time to time be determined by the board of directors. [top]

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14. DUTIES OF TREASURER

The Treasurer, or person performing the usual duties of a Treasurer, shall keep full and accurate accounts of all receipts and disbursements of the corporation in proper books of account and shall deposit all moneys or other valuable effects in the name and to the credit of the corporation in such bank or banks as may be from time to time designated by the board of directors. He shall disburse the funds of the corporation under the direction of the board of directors; taking proper vouchers therefor and shall render to the board of directors at the regular meetings thereof or whenever required of him, an account of all his transactions as Treasurer, and of the financial position of the corporation. He shall also perform such other duties as may from time to time be determined by the board of directors. [top]

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15. DUTIES OF OTHER OFFICERS

The duties of all other officers of the corporation shall be such as the terms of their engagement call for or the board of directors requires of them. [top]

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16. EXECUTION OF DOCUMENTS

Deeds, transfers, licenses, contracts and engagements on behalf of the corporation shall be signed by either the President or Vice-President and by the Secretary, and the Secretary shall affix the seal of the corporation to such instruments as require the same.

Contracts in the ordinary course of the corporation’s operations may be entered into on behalf of the corporation by the President, Vice-President, Treasurer or by any person authorized by the board.

The President, Vice-President, the directors, Secretary or Treasurer, or any one of them, or any person or persons from time to time designated by the board of directors may transfer any and all shares, bonds or other securities from time to time standing in the name of the corporation in its individual or any other capacity or as trustee or otherwise and may accept in the name of and on behalf of the corporation transfer of shares, bonds or other securities from time to time transferred to the corporation, and may affix the corporate seal to any such transfers or acceptances of shares, and may make, execute and deliver under the corporate seal any and all instruments in writing necessary or proper for such purposes, including the appointment of an attorney or attorneys to make or accept transfers of shares, bonds or securities on the books of any company or corporation. Notwithstanding any provisions to the contrary contained in the by-laws of the corporation the board of directors may at any time by resolution direct the manner in which, and the person or persons by whom, any particular instrument, contract or obligation of the corporation may or shall be executed. [top]

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17. BOOKS AND RECORDS

The directors shall see that all necessary books and records of the corporation required by the by-laws of the corporation or by any applicable statute or law are regularly and properly kept and audited. [top]

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18. MEMBERSHIP

• The membership shall consist of the applicants for the incorporation and such other individuals and such corporations, partnerships and other legal entities as are admitted as members by resolution of the board of directors.
• Members may resign by resignation in writing which shall be effective upon acceptance thereof by the board of directors. Membership may be terminated at any time by the unanimous decision of the board of directors.
• All members must be at least eighteen years of age and assent to the statement of faith.
• Each member shall promptly be informed by the Secretary of his admission as a member.
• Membership shall be on an annual basis, dated from one annual meeting to the next. (see Amendment No. 6 which supersedes Amendment No. 2). Those eligible would include:
  1. Anyone who is invited by a corporation member or a board member to join the corporation.
  2. Anyone who continues to show an interest in Camp.

[top]

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19. DUES

There shall be no dues or fees payable by members except such, if any, as shall from time to time be fixed by the board of directors, which shall become effective only by a vote of the members at an annual or other general meeting. The Secretary shall notify the members of the dues or fees at any time payable by them and, if any are not paid within 30 days of the date of such notice the members in default shall thereupon automatically cease to be members of the corporation, but any such members may on payment of all unpaid dues or fees be reinstated by unanimous vote of the board of directors. [top]

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20. ANNUAL AND OTHER MEETINGS OF MEMBERS

The annual or any other general meeting of the members shall be held at the head office of the corporation or elsewhere in Ontario as the board of directors may determine and on such day as the said directors shall appoint, but not more than four months after the end of the fiscal year. (see Amendments No. 7 and 9).

At every annual meeting, in addition to any other business that may be transacted, the report of the directors, the financial statement and the report of the auditors shall be presented and a board of directors elected and auditors appointed for the ensuing year and the remuneration of the auditors shall be fixed. The members may consider and transact any business either special or general without any notice thereof at any meeting of the members. The board of directors or the President or Vice—President shall have power to call any time a general meeting of the members of the corporation. No public notice nor advertisement of members’ meetings annual or general, shall be required, but notice of the time and place of every such meeting shall be given to each member by sending the notice by prepaid mail or telegraph, ten days before the time fixed for the holding of such meeting; provided that any meetings of members may be held at any time and place without such notice if all members of the corporation are present thereat or represented by proxy duly appointed, and at such meeting any business may be transacted which the corporation at annual or general meetings may transact. [top]

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21. ERROR OR OMISSION IN NOTICE

No error or omission in giving notice of any annual or general meeting or any adjourned meeting, whether annual or general of the members of the corporation shall invalidate such meeting or make void any proceedings taken thereat and any member may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. For the purpose of sending notice to any member, director or officer for any meeting or otherwise, the address of any member, director or officer shall be his last address recorded on the books of the corporation. [top]

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22. ADJOURNMENTS

Any meeting of the corporation or of the directors may be adjourned at any time and from time to time and such business may be transacted at such adjourned meeting as might have been transacted at the original meeting from which such adjournment took place. No notice shall be required of such adjournment. Such adjournment may be made notwithstanding that no quorum is present. [top]

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23. QUORUM OF MEMBERS

A quorum for the transaction of business at any meeting of members shall consist of not less than ten members present in person or represented by proxy; provided that in no case can any meeting be held unless there are two members present in person. [top]

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24. VOTING OF MEMBERS

At all meetings of members, each individual member shall be entitled to one vote. Any member entitled to vote may vote by proxy. Such proxy need not himself be a member but before voting shall produce and deposit with the Secretary sufficient appointment in writing from his constituent or constituents. No member shall be entitled either in person or by proxy to vote at meetings of the corporation unless he has paid all dues or fees, if any, then payable by him.

At all meetings of members every question shall be decided by a majority of the votes of the members present in person or represented by proxy unless otherwise required by the by-laws of the corporation, or by law. Every question shall be decided in the first instance by a show of hands unless a poll be demanded by any member. Upon a show of hands, every member having voting rights shall have one vote, and unless a poll be demanded a declaration by the Chairman that a resolution has been carried or not carried and an entry to that effect in the minutes of the corporation shall be admissible in evidence as prima facie proof of the fact without proof of the number or proportion of the votes accorded in favour of or against such resolution. The demand for a poll may be withdrawn, but if a poll be demanded and not withdrawn the question shall be decided by a majority of votes given by the members present in person or by proxy, and such poll shall be taken in such manner as the Chairman shall direct and the result of such poll shall be deemed the decision of the corporation in general meeting, whether upon a show of hands or at a poll, the Chairman shall not be entitled to a second or casting vote. [top]

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25. FINANCIAL YEAR

Unless otherwise ordered by the board of directors, the fiscal year of the corporation shall terminate on the 30th day of September in each year. [top]

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26. CHEQUES, ETC.

All cheques, bills of exchange or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer, or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the board of directors and any one of such officers or agents may alone endorse notes and drafts for collection on account of the corporation through its bankers, and endorse notes and cheques for deposit with the corporation’s bankers for the credit of the corporation, or the same may be endorsed “for collection” or “for deposit” with the bankers of the corporation by using the corporation’s rubber stamp for the purpose. Any one of such officers or agents so appointed may arrange, settle, balance and certify all books and accounts between the corporation and the corporation’s bankers and may receive all paid cheques and vouchers and sign all the bank’s forms or settlement of balances and release or verification slips. [top]

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27. DEPOSIT OF SECURITIES FOR SAFE KEEPING

The securities of the corporation shall be deposited for safe keeping with one or more bankers, trust companies or other financial institutions to be selected by the board of directors. Any and all securities so deposited may be withdrawn from time to time, only upon written order of the corporation signed by such officer or officers, agent or agents of the corporation, and in such manner, as shall from time to time be determined by resolution of the board of directors and such authority may be general or confined to specific instances. The institution which may be so selected as custodians of the board of directors shall be fully protected in acting in accordance with the directors of the board of directors and shall in no event be liable for the due application of the securities so withdrawn from deposit or the proceeds thereof. [top]

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28. NOTICE

Whenever under the provisions of the by-laws of the corporation, notice is required to be given, such notice may be given either personally or telegraphed or by depositing same in a post office or a public letterbox, in a prepaid sealed wrapper addressed to the director, officer, or member at his or their address as the same appears on the books of the corporation. A notice or other document so sent by post shall be held to be sent at the time when the same was deposited in a post office or public letter-box as aforesaid, or if telegraphed shall be held to be sent when the same was handed to the telegraph company or its messenger. For the purpose of sending any notice the address of any member, director or officer shall be his last address as recorded on the books of the corporation. [top]

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29. BORROWING

The directors may from time to time:

1. borrow money on the credit of the corporation; or
2. (b) issue, sell or pledge securities of the corporation; or
3. (c) charge, mortgage, hypothecate or pledge all or any real or personal property of the corporation, including book debts, rights, powers, franchises and undertakings, to secure any securities or any money borrowed, or other debt, or any other obligation or liability of the corporation.

From time to time the directors may authorize any director, officer or employee of the corporation or any other person to make arrangements with reference to the moneys 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 therefor, with power to vary or modify such arrangements, terms and conditions and to give such additional securities for any moneys borrowed or remaining due by the corporation as the directors may authorize, and generally to manage, transact and settle the borrowing of money by the corporation. [top]

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30. COMMITTEES

The board of directors shall be assisted in its work of administering the affairs of the corporation by a number of committees to be initiated and terminated by the board of directors as they see fit.

Each committee shall be composed of a Chairman appointed by the board of directors and at least two other members drawn from the membership at large.

The President of the board of directors shall be an ex officio member of all committees and shall be entitled to attend at the meetings thereof and participate in their discussions. [top]

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31. ADVISORY BOARD

The board of directors may establish an Advisory Board to assist in the management of the corporation; the membership of any Board so established shall include the members of the board of directors, the chairmen of all committees and such other members of the corporation as the directors may appoint. [top]

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32. INTERPRETATION

In this by-law and in all other by-laws of the corporation hereinafter passed, unless the context otherwise requires, words importing the singular number or the masculine gender shall include the plural number or the feminine gender, as the case may be, and vice versa, and reference to persons shall include firms and corporations. [top]

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Passed by the board of directors and sealed with the corporate seal this 23rd day of October 1971.

AMENDMENTS TO BY-LAW No. 1

AMENDMENT NO. 1 - Annual Meeting - October 18, 1972 Section 6 - QUORUM AND MEETINGS, BOARD OF DIRECTORS

Moved by Mr. Wilson-and seconded by John D’Orazzio -
“Three of the five directors shall form a quorum for the transaction of business.” Carried. [top]

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AMENDMENT NO. 2 - Annual Meeting - November 2, 1974 Section 18 - MEMBERSHIP, Part (b), Items ii, iii and iv

Moved by James Scott and seconded by Lindsay Hislop that the phrase “appointments to be made by September 30” be deleted. [top]

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AMENDMENT NO. 3 - Annual Meeting - November 26, 1977 Section 4 - BOARD OF DIRECTORS

Moved by Mrs. J. Wilson and seconded by Mrs. D. Neeson -

“That the Board of Directors be increased from five to seven in number, it being understood that wherever else the five directors are referred to, the ”five“ now becomes ”seven". [top]

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AMENDMENT NO. 4 - Annual Meeting - November 12, 1979 Section 4 - BOARD OF DIRECTORS

Moved by Brian McFarlane and seconded by Bryan Sykes -

In order to maintain corporate stability and leadership development, this section is amended as follows:
“The Board of Directors is to be enlarged to include a maximum of three lifetime members whose qualifications include a minimum of fifteen consecutive years of direct involvement in the Corporation. These are to be elected to lifetime membership on the Board of Directors by two-thirds majority vote at the annual meeting of the corporation.” Carried. [top]

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AMENDMENT NO. 5 - Annual Meeting - December 4, 1980 Section 4 - BOARD OF DIRECTORS

Refer to Amendment No. 4. It is understood that by definition “lifetime” is a five-year term in order to comply with corporate law. [top]

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AMENDMENT NO. 6 - Annual Meeting - November 16, 1981 Section 18 - MEMBERSHIP

Paragraphs 1, 2, 3 and 4 remain unchanged. The remainder of this section is deleted and replaced with the following:
"Membership shall be on an annual basis, dated from one annual meeting to the next. Those eligible would include:
(a) Anyone who is invited by a corporation member or a board member to join the corporation.
(b) Anyone who continues to show an interest in Camp. [top]

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AMENDMENT NO. 7 - Annual Meeting - November 16, 1981 Section 20 - ANNUAL AND OTHER MEETINGS OF MEMBERS

Paragraph 1 is amended to read:
“The annual or any other general meeting of the members shall be held at the head office of the corporation or elsewhere in Ontario as the board of directors may determine and on such day as the said directors shall appoint, but in no wise more than three months after the end of the fiscal year.” [top]

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AMENDMENT NO. 8 - Annual Meeting - January 13, 1984
Section 6 - QUORUM AND MEETINGS, BOARD OF DIRECTORS

It was moved by corrected which Because of this should read: “Five directors the transaction”

Ted Perks and seconded by Maureen Hunt that an error be was caused by putting in place Amendment No. 3. Because of this earlier change the quorum number reads “seven”. This present in person or by proxy shall form a quorum for of business [top]

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AMENDMENT NO. 9 - Annual Meeting - January 13, 1984 Section 20 - ANNUAL AND OTHER MEETINGS OF MEMBERS

It was moved by Joyce Russell and seconded by Brian McFarlane that the first paragraph of this section be changed to read:
“The annual or any other general meeting of the members shall be held at the head office of the corporation or elsewhere in Ontario as the board of directors may determine and on such day as the said directors shall appoint, but not more than four months after the end of the fiscal year.” [top]