Article I

The name of the society is the "Manitoba Aviation Council Inc."

Article II

The Vision of the Council is:

To foster an environment in which Manitoba aviation may prosper;

The Mission of the Council is:

To promote, facilitate and protect the development of all facets of aviation in the Province of Manitoba

The Council will:

co-operate with any society, the armed forces and any other body of organization towards the attainment of the objectives of the Council;

The Council may:

acquire or take by purchase, donation, devise or otherwise all kinds of real estate and/or personal property and record same and/or may sell, exchange, mortage, lease, let, improve and/or develop the same and may erect and maintain any necessary buildings; 

For the purpose of carrying out its objectives, the Council may:

(a) borrow, raise or secure the payment of money in such manner as it thinks fit;

(b) draw, make, accept, endorse, discount, execute and issue promissory notes, bills of exchange and other negotiable or transferable instruments;

And will pay out of the funds of the Council all or any of the expenses of or incidental to the formation and organization thereof of which the Council may consider to be necessary.

PART 1 – INTERPRETATION

1.  In these by-laws, unless the context otherwise requires:

(a)  “Directors” means the Directors of the Council for the time being;

(b)  “Corporations Act: means the Corporations Act of the Province of Manitoba from time to time in force and all amendments to same;

2.  The definitions in the Corporations Act on the date of these by-laws becoming effective apply to these by-laws.

3.  Words imparting the singular include the plural and vice versa and words imparting a male person include a female person and/or a corporate person as the context may require.

PART 2 – MEMBERSHIP

4.  Membership is open to individuals, corporations, associations and organizations interested in supporting the Vision and Mission of the Council.

5.  The Directors may appoint honorary members.  Honorary members may not vote and may not hold office except honorary offices.

6.  Members shall be entitled to vote and members shall be entitled to hold office in the Council.  A corporation, association or organization member will appoint one (1) appointee who shall exercise membership rights on its behalf provided that notification of change of appointee may be given at any time by the said corporation, association or organization.  These organizations may name additional personnel to receive the publications of the Council; all employees or members of an organization member are eligible for member benefits.

7.  Application for membership shall be made in writing or by filling out a membership form and forwarding it together with the appropriate membership fee.

8.  A member may withdraw from the Council at any time upon notification in writing.

9.  The Directors, in their discretion, may accept an application for membership.  The membership will commence on payment of annual dues and will end on the 31st day of December of the following year.

10.  All members are in good standing except:

(a)  A member who has failed to pay his current annual membership fee or any other subscription or debt due and owing by him to the Council and he is not in good standing for so long as the debt remains unpaid;

(b)  A member who the Board of Directors may, be resolution, expel from the Council for just cause.

11.  The annual general meeting of the Council shall be held every calendar year and not more than 15 months after the date of the last annual general meeting at such time and place in the Province of Manitoba as may be chosen by the Directors.

12.  Every general meeting, other than the annual general meeting, is an extraordinary general meeting.

13.  Extraordinary general meetings may be called by the President at any time and shall be called upon the written request of three Directors or of ten voting members in good standing.  Such written request shall state the nature of the business to be transacted at the extraordinary general meeting.  No business shall be transacted at the such extraordinary general meetings other than that for which it has been called.

14.  Thirty (30) days notice of the time and place of an annual general meeting or an extraordinary meeting shall be given to all members as set out in Part 10 and in the case of an extraordinary general meeting such notice shall state by whom the meeting is requested and the subject matter to be considered at such meeting.

15.  A quorum for the transaction of business at a general meeting shall be a minimum of 25 voting members in good standing.

16.  The accidental omission to give notice of a meeting to, or the non-receipt of a notice by any of the members entitled to receive notice does not invalidate proceedings of that meeting.

Part 3 – PROCEEDINGS AT ANNUAL GENERAL MEETINGS

17.  Annual General Meeting agenda:

(a)  call to order

(b)  adoption of the previous general meeting minutes

(c)  Robert's Rules of Order will apply at all meetings

(d)  the reports of the President, Executive Officer and Committee Chairmen

(e)  the consideration of the Annual Audit, Treasurer's Report and Financial Statements

(f)  the consideration of Resolutions

(g)  such other business as under these by-laws ought to be considered or transacted at the General Meeting or business which is brought under consideration by the reports of the President, Executive Officer of Committee Chairman issued with the Notice convening the meeting.

(h)  the election of  Directors

18.  In the absence of the President, the Vice-President of the Council, shall preside as chairman at any general meeting of the Council, at any meeting of the Council or of the Directors of the Council or of the Executive of the Council.  If the President or the Vice-President is not present within Thirty (30) minutes after the time appointed for the holding of the meeting, the members or Directors or the Executives present, as the case may be, shall choose one of their number to be Chairman of that meeting.

19.  Members in good standing present at an annual, general or extraordinary meeting shall be entitled to only one vote, whether as a corporation, association or individual member.  Any appointments to vote by proxy are to be tabled to the Chair prior to the call to order.

PART 4 – DIRECTORS AND OFFICERS

20.  The Board of Directors shall consist of not less than (5) five and not more than (24) twenty-four Directors.

21. (a)  It is contemplated that there will be Directors representative of the regions of Manitoba, as well as of the many facets of aviation then active in the Province, and with specific professional expertise and expertise to guide the Council's activities.

(b)  The Executive Committee of the Board, together with whatever additional Directors it may appoint, will serve as a nominating committee prior to each AGM to identify and nominate candidates to replace Directors whose terms are expiring and wish to step down.

(i)  The Directors elected thereafter will serve a Three (3) year term.

(ii)  It is contemplated that the Directors shall serve their terms unless they resign, die or are removed from office in accordance with these by-laws.  In the event of a vacancy, the remaining Directors may appoint a replacement Director to serve until the date of the next general meeting.

22.  The immediate past President, not withstanding that his term of elected office may have expired, shall be an ex-officio Director.

23.  The following shall pertain to the election of Directors:

24.  A Director may be removed from office by special resolution (75% or more) of the Directors or at an extraordinary general meeting called for such purpose.

25.  The management and administration of the council shall be the responsibility of the Board of Directors.

26.  The President, Vice-President, Secretary, Treasurer and the immediate Past-President, as well as the chairs of any duly constituted Standing Committees, shall form the Executive.  

27.  The Executive shall be elected annually by the Board of Directors from amongst their number at the first meeting of the Board following the Annual General Meeting, save and except that the immediate Past-President shall be an ex-officio member of the Executive.

28.  The Directors may appoint an Executive Officer.

29.  Every Director must be a full member or representative of a full member in the case of a corporation, partnership or unincorporated association.

30.  The Directors may exercise all the powers of the Council subject to the Corporations Act and to the Constitution and by-laws of the Council.

31.  The Directors may delegate any but not all of their powers to the Executive and/or to Committees consisting of such members as they see fit.  The Executive and any Committees so formed shall, in the exercise of the powers so delegated, conform to any regulations that may be imposed upon them by the Directors.

PART 5 - STANDING COMMITTEES

32.  In order for the Council to have the broadest representation and assistance possible from the various regions and facets of aviation represented within the Council, the Directors may establish mandates and appoint standing committees.  Each standing committee will have a Chairman appointed by the Board of Directors and any number of members from the membership who wish to participate in the mandate of the Standing Committee.

33.  The members of any standing committee must be a member in good standing of the Manitoba Aviation Council Inc.

34.  The committees are required to meet from time to time throughout the year in order to carry out their mandates and report to the Directors on aviation matters pertaining to the purpose of the established committee.

PART 6 - PROCEEDINGS OF DIRECTORS MEETINGS

35.  Five (5) Directors at a Directors' meeting shall constitute a quorum.  Three (3) members of the Executive at a meeting of the Executive shall constitute a quorum.

36.  (a) Meetings of the Directors may be called by the President at any time and the President shall call special meetings of the Directors when requested by two (2) or more Directors to do so.

(b)  In the absence of the President, the Vice-President of the Council, shall preside as chairman at any annual general meeting of the council, at any meeting of the Council or of the Directors of the Council or of the Executive of the Council.  If the President or the Vice-President is not present within Thirty (30) minutes after the time appointed for the holding of the meeting, the members of Directors or the Executive present, as the case may be, shall choose one of their number to be Chairman of the meeting.

37.  Minutes are to be kept for the purpose of:

(a)  All appointments made;

(b)  All persons employed or contracted, together with remuneration or terms provided;

(c)  The names of the Attendees present at each meeting of Directors, the Executive or any Committee.

38. The Directors shall cause proper registers of the members and Directors to be kept at the registered office or at such location as may be designated by the Directors in the course of the operations of the Council and shall in all respects duly comply with the Corporations Act of Manitoba.

39. A resolution signed by all Directors shall have the same force and effect as if passed at a duly constituted meeting of the Directors.

40. The Directors shall have power to make regulations governing the affairs of the Council. 

41. Questions arising at any meetings of the Directors or the Executive shall be decided by a simple majority (51% or more) of votes.  In the case of tie-votes, the Chairman does not have a second or tie-breaking vote.

42. For the purpose of carrying out the objectives of the Council, the Directors may purchase, lease, take in exchange, hire or otherwise acquire and hold any real or personal property or any interest therein that the Directors may think necessary or convenient and may mortgage, let, improve and develop the same and erect and maintain any necessary buildings and structures thereon.

PART 7 - FINANCIAL

43. The Directors may, at their discretion, raise, borrow or secure the payment of money for the purpose of the Council and may exercise any of the powers set out in the Corporations Act of Manitoba provided that debentures shall not be issued without the sanction of a special resolution (75% or more) of the Council.

44. The Directors shall cause true accounts to be kept of:

(a) All monies received or expended and full details in respect of which such receipt or expenditure takes place; and

(b) The assets and liabilities of the Council; and

(c) Every other transaction effecting the financial position of the Council.

45. The books of accounts shall be kept at the registered office of the Council and may, for temporary purposes to facilitate the day-to-day business of the Council, be kept at such other place as may be designated by the Directors or Executive from time to time and shall be open to the inspection of the Directors and members.

46. Auditors shall be appointed by the Directors in accordance with the Corporations Act.

47. At every annual general meeting the Directors shall cause to be laid before the Council an audited financial statement of the Council prepared from the period since the last annual general meeting.

48. All cheques of the Council shall be signed by two members of the Council Executive.

49. In the event the Directors have appointed an Executive Officer pursuant to paragraph 28 of these by-laws, the said Executive Office so appointed shall, under the direction of the President, manage and represent the Council in furthering the objectives of the Council and in carrying out the policies laid down by the Directors.

PART 8 - DUTIES OF THE EXECUTIVE OFFICER, SECRETARY AND TREASURER

50. In the event the Directors have appointed an Executive Officer, the Executive Officer shall be responsible to the President for the following duties;

(a) keep the minutes of all proceedings of the Council and of the Directors;

(b) take charge of records of the Council;

(c) keep a register of members as required by the Corporations Act;

(d) conduct the correspondence of the Council and report thereon at meetings of the Directors;

(e) file or cause to be filed with the Corporations Branch of Manitoba every notice, return and resolution required by the Corporations Act.

(f) If an Executive Officer has not been appointed, the Secretary shall be responsible for the above duties set forth in paragraph 50 (a) through (e) inclusive provided that all banking records, papers and books of Council as relate to the membership fees, financial affairs, and financial management of the Council shall be the responsibility of the Treasurer.

51. (a) In the event the Directors have appointed an Executive Officer, the Executive Officer shall be responsible to the President for the collection of all membership levies, dues or other monies as are due or payable to the Council and shall produce the books of the council for inspection by the Directors or the auditors at all reasonable times.  The Executive Officer shall cause the deposit in a bank approved for the purpose by the Directors to the credit of the Council all monies received on the Council's behalf or account.  Subject to these by-laws, the Executive Officer shall be responsible for payment of accounts properly due and payable by the Council subject however to the powers and responsibilities of the Treasurer referred to in paragraph 52 hereof.

(b) If an Executive Officer has not been appointed, the Treasurer shall be responsible for the above duties set forth in paragraph 51 (a) hereof.

52.  The Treasurer shall be responsible for preparation of the annual budget and financial statements; and cause to be kept such financial records as are necessary to comply with the Corporations Act including notice to Directors that all statutory payments of a trust nature such as source deductions and GST have been made.

PART 9 - MEMBERSHIP IN OTHER ORGANIZATIONS

53.  The Council may subscribe to, become a member of and co-operate with any other society, council or association, whether incorporated or not, whose objectives are in whole or part similar to its own objectives.

PART 10 - NOTICES TO MEMBERS

54. (a) All notice under these by-laws shall be in print or printable and may be delivered by any generally accepted form of business communications including but not limited to: personal delivery, mail including insertions in MAC publications circulated by publications mail, facsimile transmission, email, or by posting on the Council's web site, provided independent notice is provided that the notice is available on the web site.

(b) Delivery of notice shall be deemed to have been effected at the time of personal delivery or at the time at which the said notice would be delivered in the ordinary course of the mail delivery, or at the recorded time of transmission, as the case may be.

(c) Any member who is unable to access a web-based notice may notify the Council and then shall be provided a printed version by other means.

PART 11 - THE MANITOBA AVIATION COUNCIL INC. SEAL

55. The Secretary of the Council shall have the custody of the Council's Seal which shall not be affixed to any document except when authorized by the signatures of at least two (2) members of the Executive one of whom shall be the President or the Secretary.

PART 12 - AMENDMENT OF BY-LAWS

56. These by-laws may be amended by the council by a special resolution (75% or more) duly passed at any general meeting of the Council provided that notice of the proposed amendment shall be given with the notice of the meeting at which the amendment is to be considered.

PART 13 - ANNUAL MEMBERSHIP DUES

57.  Annual membership fees may be considered at the annual general meeting at which time the annual general meeting shall set the annual membership fees payable by each category of members, as determined and defined by the Board, and for the period of January 1 to December 31 of the year or for the period of time as may be set by the meeting.