In these bylaws and in all other bylaws of the user group hereafter passed and unless the context otherwise requires, words importing the singular number or the masculine gender shall include the plural number and/or the feminine gender, as the case may be, and vice versa, and references to persons shall include all entities identified as individuals according to law and common practice.
CONDITIONS OF MEMBERSHIP
Membership in the user group shall be limited to persons or corporations interested in furthering the objects of the user group and shall consist of anyone whose application for admission as a member has received approval of the directors board of the user group.
There shall be membership dues for each member, unless otherwise directed by the directors board.
Any member may effect immediate withdrawal from the user group by delivering to the user group a written resignation or by allowing annual membership to lapse through non-payment of dues.
Any member may be required to resign by a vote of three quarters (3/4) of the members at an annual meeting.
Until changed the Head Office of the user group shall be in the City of Toronto, Ontario.
BOARDS OF DIRECTORS
The property and business of the user group shall be managed by an executive board of 4 members of whom 3 shall constitute a quorum. The executive board will consist of a president, vice-president, treasurer and secretary.
There shall also be a directors board of 7 or more members. The directors board shall consist of the four members of the executive board, director of publications, a director of electronic services and a Oracle Liaison plus other members as so determine by the executive board.
Directors must be individuals, of the age of majority, with power under law to contract, and not under constraint of any bankruptcy or breach of trust proceedings or judgements
The members of the executive board will be elected or volunteer for the position, if only one person per position runs for office. The non executive members of the board of directors shall be appointed by the executive board. The Oracle Liaison position will be appointed by Oracle Corporation Canada Inc.
Executive board members shall be elected for a term of 1 year by the members at an annual meeting of the members. Non-executive members shall be appointed for a period of 1 year or until such time as provided for by the executive board.
The office of an executive director shall be automatically vacated:
if the director has resigned his office by delivering a written resignation to a standing executive director or to the directors board.
if at a special meeting of members, a resolution is passed by three quarters (3/4) of the members present at the meeting that he be removed from office;
The office of a non-executive director shall be automatically vacated:
if the director has resigned his office by delivering a written resignation to a standing executive director or the directors board.
if at a special meeting of executive board, a resolution is passed by a majority of the executive board that he be removed from office;
Meetings of the executive board may be held at any time and place to be determined by the executive board members provided that 48 hours written notice of such meeting shall be given by appropriate means other than by mail, to each director. There shall be at least one (1) meeting per year of the executive board. Each executive board member is authorized to exercise one (1) vote.
Meetings of the directors board may be held at any time and place to be determined by the board members provided that 48 hours written notice of such meeting shall be given by appropriate means other than by mail, to each director. There shall be at least four (4) meetings per year of the directors board. Each board member is authorized to exercise one (1) vote.
If all the directors of the user group consent thereto generally or in respect of particular meeting, a director may participate in a meeting of the board or of a committee of the board by alternative means. Such means being conference telephone or other communications facilities as permit all persons participating in the meeting to hear each other, and a director participating in such a meeting by such means is deemed to be present at the meeting
A resolution in writing, signed by all the directors entitled to vote on that resolution at a meeting of directors or committee of directors, is as valid as if it had been passed at a meeting of directors or committee of directors.
The directors shall serve as such without remuneration and no director shall directly or indirectly receive any profit from his position as such; provided that a director may be paid reasonable expenses incurred by him in the performance of his duties.
The executive board may appoint such agents and engage such employees as it shall deem necessary from time to time and such persons shall have authority and shall perform such duties as shall be prescribe by the board of directors at the time of such appointment.
INDEMNITIES TO DIRECTORS AND OTHERS
Every director or other person who has undertaken or is about to undertake any liability on behalf of the user group shall from time to time and at all times, be indemnified and saved harmless out of the funds of the user group, from and against;
all cost, charges and expenses which such director, officer or other person sustains or incurs in or about any action, suit or proceedings which is brought, commenced or prosecuted against him, or in respect of any act, deed, matter of thing whatsoever, made done or permitted by him, in or about the execution of the duties of his office or in respect of any such liability;
all other costs, charges and expenses which he sustains or incurs in or about in relation to the affairs thereof, except such costs, charges or expenses as are
occasioned by his own willful neglect or default.
POWERS OF DIRECTORS
The executive board of the corporation may administer the affairs of the corporation.
The executive board shall have power to authorize expenditures on behalf of the user group from time to time and may delegate by resolution to an officer or officers of the user group the right to employ and pay salaries to employees.
The officers of the corporation shall be the elected president, vice president, treasurer and secretary and any other such officers as the executive board of directors may by by-law determine.
DUTIES OF OFFICERS AND DIRECTORS
The president shall be the chief executive officer of the user group. He shall preside at all meetings of the user group and of the boards of directors. He shall have the general and active management of the affairs of the user group. He will, either solely, or through an Marketing committee or committee of the board itself, plan, coordinate, and direct or execute the marketing activities of the user group. He shall see that all orders and resolutions of the boards of directors are carried into effect.
The vice-president shall, in the absence or disability of the president, perform the duties and exercise the powers of the president. He will, either solely, or through an Events committee or committee of the board itself, plan, coordinate, and execute the events of the user group and shall perform such other duties as shall from time to time be imposed upon him by the executive board.
The treasurer shall have the custody of the funds and securities of the user group and shall keep full accurate accounts of all assets, liabilities, receipts and disbursements of the user group in the books belonging to the user group and shall deposit all monies, securities and other valuable effects in the name and to the credit of the user group in such chartered bank or trust company. He shall render to the president and directors at the regular meeting of the directors board, or whenever they may require it, an accounting of all the transactions and a statement of the financial position, of the user group. He may exercise his duties solely or as chair of a finance committee as determined by the Executive Board. He shall also perform such other duties as may from time to time be directed by the directors board.
The secretary shall attend all meetings and act as clerk thereof and record all votes and minutes of all proceedings in the books to be kept for that purpose. He shall also record and distribute any mail correspondence as the user group should receive as well as send. He shall oversee the applications for membership, all inquiries concerning membership, renewals of memberships and is responsible for the safekeeping
of all membership records. He shall deliver to the president or boards of directors an accounting of all members whenever they may require it. He may 1exercise his duties solely or as chair of a membership committee as determined by the Executive Board. He shall also perform other duties as may from time to time be directed by the board of directors.
The director of publications shall oversee the production and distribution of all print publications of the corporation to the members as directed by the directors board. He shall also perform other duties as may from time to time be directed by the directors board.
The director of electronic services shall oversee the production and distribution of all electronic services of the corporation to the members as directed by the board of directors. He shall also perform other duties as may from time to time be directed by the directors board.
EXECUTION OF DOCUMENTS
Contracts, documents or any instruments in writing requiring the signature of the user group, shall be signed by any two officers and all contracts, documents and instruments in writing so signed shall be binding upon the user group without any further authorization or formality. The executive directors shall have power from time to time by resolution to appoint an officer or officers on behalf of the user group to sign specific contracts, documents and instruments in writing.
Any meeting can be scheduled at any place in the Toronto area upon appointment by the Toronto Oracle Users Group directors board and notification to the membership in the newsletter published prior to the meeting.
Quarterly general meeting notices will contain the agenda of the meeting to be held and the speakers or corporations present.
The minutes of the Toronto Oracle Users Group board meetings shall be available to the general membership of the Toronto Oracle Users Group upon being passed by the appropriate board. All directors of the Toronto Oracle Users Group will receive draft minutes prior to passing to allow the directors reasoned judgment for the approval of passing such minutes. At each board meeting, minutes for the prior board meeting will be reviewed and adjusted or passed.
Unless otherwise ordered by the directors board, the fiscal year end of the Toronto Oracle Users Group shall be December 31.
AMENDMENT OF BY-LAWS
The by-laws of the Toronto Oracle Users Group not embodied in letters patent may be repealed or amended by temporary by-law enacted by a majority of the directors at a meeting of the executive board. All temporary enactments expire with the term of the executive board. All permanent amendments to the by-laws require majority approval of the membership at a general meeting or special meeting convened for such approval.
The members shall, at each annual meeting, appoint to audit the accounts of the Toronto Oracle Users Group for the report to the members at the next annual meeting. The auditor shall hold office until the next annual meeting provided that the directors may fill any casual vacancy in the office of the auditor. The remuneration of the auditor shall be fixed by the directors board.
BOOKS AND RECORDS
The directors shall see that all necessary books and records of the Toronto Oracle Users Group required by these by-laws or by any applicable statute or law are regularly and properly kept.
RULES AND REGULATIONS
The executive board may prescribe such rules and regulations not inconsistent with these by-laws relating to the management and operation of the Toronto Oracle Users Group as they deem expedient
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