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ASSOCIATION OF OLD CROWS

 

MAPLE LEAF CHAPTER

 

BY-LAWS

Maple Leaf Chapter - Association of Old Crows

 

INTRODUCTION

 

The following are the Maple Leaf Chapter (MLC) By-Laws which have been approved by the Association of Old Crows (AOC) on September 1, 2015. These By-Laws should be read in conjunction with the AOC Constitution and By-Laws which take precedence except for items as specifically noted as an exception. These By-Laws supersede the Maple Leaf Chapter By-Laws previously dated in 1987 as amended on September 27, 2006.

 

ARTICLE I

NAME

 

The name of this Chapter will be the Maple Leaf Chapter of the Association of Old Crows (AOC).

 

ARTICLE II

OBJECTIVES

 

The objectives of the Maple Leaf Chapter of the AOC (hereinafter referred to as the “Chapter”) is to  further within its territory the aims, purposes, and programs of the AOC, that is, to promote the exchange of ideas and information in the fields of Electronic warfare (EW)/information operations (IO) and electromagnetic spectrum (EMS), to recognize the advances and contributions to EW/IO/EMS, to document the history of electronic warfare; and to commemorate fittingly, the memory of fellow Crows. The Chapter shall encourage original research; foster the dissemination of new knowledge; further the professional development of those engaged in related scientific, engineering, management and operational activities; improve public understanding of the profession and its contributions, encourage education in appropriate engineering and scientific specialties and appropriately recognize outstanding professional accomplishments.

 

 


 

 

ARTICLE III

COMPOSITION AND NATURE

 

The Chapter shall be civilian in nature and shall not be used for the dissemination of partisan principles, nor for the promotion of the candidacy of any person seeking public office or preferment, nor for the promotion of any commercial enterprises.

 

ARTICLE IV

TERRITORY

 

This Chapter’s territory shall be all the Canadian provinces and territories until such time that other chapters are formed in Canada.

 

ARTICLE V

MEMBERSHIP

 

 

SECTION 1. MEMBERSHIP. Those members of the AOC who live or work within the Chapter’s jurisdiction, as approved by the AOC’s Board of Directors, shall be eligible for membership in the Chapter. The administrative test of such membership shall be the mailing address of the member. Additional members from outside its territory may be affiliated with the Chapter by assignment by the AOC.

 

SECTION 2. CHANGE OF MEMBERSHIP.  Membership will be moved to a new Chapter jurisdiction upon notification of change of address or request to AOC Headquarters.

 

SECTION 3. MAPLE LEAF CHAPTER HONORARY MEMBER. In addition to the membership classes as defined in Article II of the AOC By-Laws, the Chapter’s Board of Directors may award Chapter Honorary Memberships where deemed appropriate. (Such award is different than the AOC Honorary Membership in that it would have been determined by the Chapter’s Board of Directors that the latter would be inappropriate in consideration of the practice.)

 

A Chapter Honorary Membership may be awarded to one or two (1 or 2) Canadian Forces General Officers (or civilians of equivalent rank) who will be accorded all rights and privileges afforded under the Constitution and By-Laws of the Maple Leaf Chapter. The term of such membership shall be for two (2) years. Annual dues will be paid by the Maple Leaf Chapter and such members will not be required to contribute to expenses incurred by the Chapter in the normal discharge of its duties. Honorary Members will be invited to participate in Chapter activities and will be encouraged to promote an awareness of the value and effectiveness of Electronic Warfare in military engagements and the need to foster and develop an Electronic Warfare Industrial Base in Canada.

 


 


ARTICLE VI

ORGANIZATION

 

 

SECTION I. ORGANIZATION. The Chapter shall be composed of ten (10) or more members and shall be affiliated with the Northeastern Region of the AOC, with each member accredited to that region.

 

ARTICLE VII

ANNUAL DUES

 

SECTION 1. ASSOCIATION DUES.  Initiation fees and annual dues shall be as specified by the AOC and are payable directly to it.

 

SECTION 2. CHAPTER DUES. The Chapter, at the discretion of the Chapter’s Board of Directors, may also levy dues upon its affiliated members as may be required to carry out its programs. Such assessments or dues shall, during a calendar year, never exceed the amount of the annual dues of the AOC.

 

ARTICLE VIII

CHAPTER MEETINGS & EVENTS

 

SECTION 1. REGULAR CHAPTER MEETINGS. Regular meetings will be held for members of the Chapter. A minimum of three (3) meetings or activities of the membership shall be held annually. The time and place for such meetings and activities will be determined by the Chapter’s Board of Directors.

 

SECTION 2. ANNUAL MEETING.  The annual meeting of the Regular Members of the Chapter shall be held at a time and place determined by the Chapter’s Board of Directors, for the purpose of:

  1. investing of new Officers and Directors;
  2. the transaction of any other business properly brought before the meeting.

 

SECTION 3. SPECIAL MEETINGS.   The Chapter shall meet in special session upon the call of the President, acting under authority granted by a majority of the Chapter’s Board of Directors.

 

SECTION 4. NOTIFICATION. Notification of meetings shall be by email correspondence, public announcement to area news media or by mail, such notification to occur no less than seven (7) days prior to the meeting date.

 

SECTION 5. VOTING PRIVILEGE. Each Regular Member of the Chapter shall be entitled to one (1) vote in all proceedings.

 

 

SECTION 6. QUORUM. Those Regular Members present at a duly announced meeting shall constitute a quorum.

 

SECTION 7. CHAPTER YEAR OF OPERATIONS. The Chapter year of operation will be from March to March. Nominations of Officers and Directors will be requested in June and ballots will be issued by mail in August. New Officers and Directors will be invested at the Annual Meeting of the Chapter.

 

SECTION 7. FISCAL YEAR. Fiscal year will be on a calendar year basis.

 

SECTION 8. CHAPTER MAJOR EVENTS.  The following major events, as a minimum, will occur each year:

  1. A list of the current Chapter Officers will be submitted to the AOC by January 31st;
  2. The Chapter Financial Report will be submitted to the AOC by March 1st;
  3. The Chapter Sustainment (Rebate) Report will be submitted to the AOC by June 30th; and
  4. Chapter nominations for AOC Officers and Director’s positions and/or AOC Awards nominations will be submitted to the appropriate AOC Committee Chairperson by the designated suspense dates.

 

ARTICLE IX

OFFICERS AND DIRECTORS

 

SECTION 1. OFFICERS. There shall be two classes of officers: elected and appointed.

 

  1. a. Elected Officer: President. The President shall be elected by the regular membership at large to serve for a term of three (3) years and thereafter until a successor is duly elected and installed. The President shall exercise the powers and perform duties assigned to the President under the AOC Constitution, and the Chapter By-Laws, and as chief executive officer of the Chapter shall serve as Chairperson of the Chapter Board of Direc As such the President shall generally supervise the Chapter’s affairs, presiding over the regular meetings of the Chapter and shall have full power to enforce the provisions of the AOC Constitution, the Chapter’s By-Laws, and the will of the Chapter’s Board of Directors. The President shall not serve for more than two (2) consecutive terms.

 

  1. Appointed Officers: Vice-President, Secretary and Treasurer. These Officers shall be appointed by the incoming President from among the Members. They shall serve for the presidential term in which appointed and thereafter until their successors have been chosen for the new presidential term. The Vice-President shall assist the President in the discharge of the President’s duties and in the President’s absence shall act as President. The Secretary shall keep a record of the proceedings of the Board of Directors and of all other matters for which a record shall be requested by the President. Correspondence may be sent to the North-East Region Director, Executive Secretary and President of the AOC. The Treasurer shall collect and disburse all funds of the Chapter and shall serve as custodian of such funds. The Treasurer  shall keep regular accounts in books belonging to the Chapter which shall be open to inspection by any member of the Chapter’s Board of Directors or by any Officer or Director of the AOC, and within reasonable time to any Regular Member. The Treasurer shall make a financial report at each regular Board Meeting and at such other times as shall be required by the Board of Directors or by the President. The Treasurer shall provide a Financial Report to the AOC by March 1st each year.

 

  1. Other Officers: The Chapter’s Board of Directors may appoint other officers, including without limitation, honorary officers, and agents (and with such titles as the Board of Directors may prescribe from time to time) as it considers necessary and all officers shall have the authority and perform the duties from time to time prescribed by the Board of Directors. The Board of Directors may also remove at its discretion any such officer or agent of the Chapter.

 

SECTION 2. DIRECTORS. There shall be a minimum of three (3) directors and a maximum of ten (10) directors, who shall be elected by the Chapter membership at large for a term of three (3) years. A Director shall perform such duties as may be assigned to the Director by the President or by the Board of Directors.

 

SECTION 3. QUALIFICATIONS. Each director shall:

  1. be at the date of his or her election and thereafter remain throughout his or her term, a Regular Member of the Chapter;
  2. be an individual of at least eighteen (18) years of age;
  3. not be of unsound mind as found by a court in Canada or elsewhere;
  4. not have the status of bankrupt; and
  5. not have any outstanding criminal charges.

 

SECTION 4. TERMS OF ELECTED OFFICE.  The President, whose term is three (3) years, cannot succeed himself/herself. No elected officer/director may serve more than two (2) consecutive three (3) year terms.

 

SECTION 5. VACANCIES. In case of any vacancy on the Chapter’s Board of Directors or in any office, such vacancy shall be filled by appointment of the President for the remainder of the unexpired term and thereafter until a successor is elected except that in case of a vacancy occurring in the office of President, the office shall be assumed by the Vice-President.

 

SECTION 6. NOMINATIONS. Candidates for directors shall:

  1. be a slate of candidates proposed by the Nomination and Election Committee, and such slate shall not exceed the number of vacancies on the Board of Directors, and
  2. be any eligible Regular Member of the Chapter in good standing who delivers a notice to the Chairperson of the Nomination and Election Committee at least one (1) month prior to the closeout for nominations.

 

SECTION 7. ELECTION PROCEDURE.  Voting shall be conducted following the closeout of nominations by secret ballots. The ballots shall be counted no later than fifteen (15) days after the close out of the election. The results shall be announced no later than fifteen (15) days after the ballots have been counted. Incoming Chapter Directors and Officers shall be invested at the Annual Meeting of the Regular Members of the Chapter.

 


ARTICLE X

BOARD OF DIRECTORS

 

SECTION 1. MEMBERS. The Board of Directors shall be the Chapter’s governing body and shall be composed of the President and a minimum of three elected Directors. The immediate past President shall be an ex-officio member of the Board.

 

SECTION 2. MEETINGS. There shall be two types of Board meetings for the Chapter: regular and special.

 

  1. a. Regular Board Meetings. The President shall establish the dates and location of the regular meetings of the Board of Direc Advance written notice shall be given to the Board members by the Secretary. Both scheduled and unscheduled items may be considered unless otherwise prohibited by established procedures.

 

  1. Special Board Meetings. Special meetings may be called by the Secretary upon request of the President or of three members of the Board of Directors. Notification of a special meeting must contain the specific reason for the meeting and the issue(s) to come before the Board. Notification should be received in sufficient time to allow members to prepare for the meeting. The Board may take action only upon the issue(s) specified in the notification.

 

SECTION 3. QUORUM. Three members of the Board of Directors present shall constitute a quorum. A Director may be included in the quorum count if one of those present has been given that Director’s proxy in writing for that meeting.

 

SECTION 4. POWERS. In addition to such powers as are specifically conferred upon it by the By-Laws, the Board of Directors shall be responsible for directing the Chapter’s affairs and may make such rules and procedures as it deems advisable, not inconsistent with the By-Laws. A record of these proceedings will be kept by the Secretary. This record shall be open to review by any regular member upon reasonable notice.

 

ARTICLE XI

COMMITTEES

 

SECTION 1. STANDING COMMITTEES.  The following standing committees are authorized:

  1. Awards and Scholarships;
  2. Governance;
  3. c. Finance;
  4. Professional Development;
  5. e. Nomination and Election;
    f.      Programs (events); and
  6. Communications.

 

A Chairperson for each of these committees shall be appointed annually by the President from among the Chapter’s regular membership. Members of the Board of Directors should be selected as chair for committees where they can be effective; however, their selection is not mandatory. The Chairperson will select their committee members’ from among the regular membership.

 

Each standing committee shall hold a meeting at such time and place as may be specified, after due notice to its members, by its Chairperson, by the President or upon the request of a majority of the committee members. A record shall be kept of each committee’s proceedings and submitted, in writing, to the Secretary to become a part of the permanent record. Any committee member may be removed from membership of the committees by the committee Chairperson with the President’s concurrence or upon request of two-thirds of the committee members. The committee Chairperson may be removed by the President.

 

Each committee shall be charged with the duties assigned to it by the committee mandate attached as a schedule to the Chapter By-Laws, by the committee’s Operating Procedures, by the President or by the Chapter’s Board of Directors, and shall perform such other duties as are appropriate to its functional area. Any questions as to the jurisdiction of a committee shall be resolved by the President. No committee shall incur any indebtedness or pecuniary obligation for which the Chapter shall be responsible without prior specific authorization by the Board of Directors.

 

SECTION 2. SPECIAL COMMITTEES. Special, or ad hoc, committees may be appointed as deemed appropriate by the President or as directed by the Board of Directors. These committees shall function in the same manner as standing committees except they shall in general be limited to short periods of existence.

 

SECTION 3. COMMITTEE OPERATING PROCEDURES.  Each committee shall prepare (or revise, if necessary) terms of reference (an “Operating Procedure”) by which its affairs will be conducted. This new, or revised, procedure shall be presented to the Board of Directors and get their approval before it becomes effective. This procedure will be passed along to the next committee chairperson and thereby provide a measure of continuity in administration of the Chapter’s affairs.

 

Reporting requirements for committees, Annual, or as otherwise provided in the terms of reference.

 

ARTICLE XII

DISCIPLINE

 

SECTION 1. CAUSES FOR ACTIONS.  Any member of the Chapter may be suspended or expelled for misconduct in his or her relations to the AOC or the Chapter, for failing to comply with the Chapter’s Conflict of Interest and Ethics Policies, or upon conviction of an indictable offence by a Canadian court of competent jurisdiction, subject to compliance with applicable Provincial Human Rights Legislation.

 

SECTION 2. ACTION, HOW TAKEN. The AOC Board of Directors, after notice and proper hearing, may suspend or revoke the membership privilege of any member.

 


 


ARTICLE XIII

AMENDMENTS

 

SECTION 1. PROPOSED AMENDMENTS. Proposed amendments or changes to these By- Laws must be approved by two-thirds of the Board of Directors.

 

SECTION 2. MEMBERSHIP APPROVAL. Proposed amendments or changes to the By-Laws, which have been approved by the Board of Directors, must be approved by a two-thirds majority of the members in attendance at any regular meeting of the Chapter. Proposed amendments or changes may be submitted for approval to occur at any regular meeting of the Chapter, however, the Board of Directors may submit proposed amendments or changes at other times if it is deemed necessary.

 

SECTION 3. EFFECTIVE. Amendments or changes will be adopted provided that two-thirds of the votes cast at the regular meeting are for the proposed amendments or changes. In either case, the change(s) will be effective upon receipt by the Board of Directors of the results of the voting, and upon approval of the AOC’s Board of Directors after review by the AOC Constitution Committee.

 

ARTICLE XIV

CONFORMITY

 

SECTION 1. The provisions of the Chapter Constitution and By-Laws shall be subject to the AOC Constitution and AOC By-Laws, as presently provided or as the same might hereafter be amended. In the event of the inconsistency between the provisions of this Chapter Constitution and Chapter By-Laws, then the provisions of the AOC Constitution and AOC By-Laws shall govern and prevail except for previously approved exceptions as noted in the Chapter’s By-Laws.

 

 

ARTICLE XV

EFFECTIVE DATE

 

SECTION 1. The Maple Leaf Chapter By-laws have an effective date of June 22, 2015.

 

The foregoing By-law is hereby passed by the Chapter’s Board of Directors as evidenced by the signature of the undersigned below.

 

Dated the 22nd day of June, 2015

 

/Tuhin Das/

  • _________________________________
  • President

 

 

 


SCHEDULE A

 

Chapter Committee Mandates

 

 

  1. Awards and Scholarships Committee

 

The Awards and Scholarships Committee is responsible for advising the Chapter Board on matters relating to establishing and granting awards, scholarships and bursaries. The Committee will also be responsible for recommending rules and procedures to deal with appeals by applicants with respect to awards, scholarships and bursaries. The Awards and Scholarships Committee will cooperate closely with the other committees, especially the Finance Committee for budgeting and within other areas of shared responsibility.

 

  1. Governance Committee

 

The Governance Committee is responsible for reviewing the governance practices of the Chapter and assessing the functioning and effectiveness of the Chapter Board, its committees and members. The Governance Committee will also review and recommend to the Board a Code of Conduct and Ethics for the Chapter (the “Code”), monitor compliance with the Code, and to establish systems to verify compliance with the Code and any legal, regulatory and privacy requirements.

 

  1. Finance Committee

 

The Finance Committee is responsible for assisting the Board in fulfilling its oversight responsibilities in relation to (i) the integrity of the Chapter’s financial statements and financial reporting, (ii) financial risk management practices and (iii) transactions or circumstances which could materially affect the financial profile of the Chapter.

 

  1. Professional Development Committee

 

The Professional Development Committee is responsible for advising the Chapter Board on continuing education and professional development activities for members of the Chapter and such other persons as the Board determines. The Committee is also responsible for planning and arranging educational courses and seminars from time to time on matters of interest, including but not limited to Electronic Warfare (EW), Electromagnetic Spectrum (EMS) Management Operations, Cyber Electromagnetic Activities (CEMA), Information Operations (IO), and other information related capabilities, and the history of EW/EMS/CEMA/IO, as well as creating, maintaining, reviewing and making available articles, papers and precedents for use by the members of Chapter.

 

 

 

 

  1. Nomination and Election Committee

 

The Nomination and Election Committee is responsible for seeking qualified candidates to fill the expired term of any Board member(s), and to conduct and oversee the nominations and elections process.

 

  1. Programs (events) Committee

 

The Programs (events) Committee is responsible for assisting the Board in proposing, developing and implementing strategies and plans for programs and events for members of the Chapter and such other persons as the Board determines. The Committee is also responsible to develop an annual work plan complete with a schedule of programs and events, proposed budget and benchmarks. The Committee will cooperate closely with the other committees within areas of shared responsibility.

 

  1. Communications Committee

 

The Communications Committee will provide support, advice and oversight for the Chapter’s internal and external communications. The Committee will also to make recommendations on activities that will positively promote the growth of the Chapter to both its current and potential members. The Committee will propose strategic priorities for communications and work to ensure that communications are timely, consistent, well-coordinated and responsive to the needs of the Chapter and its members.