Bylaws

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.

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

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.

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.

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

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.

Membership will be moved to a new Chapter jurisdiction upon notification of change of address or request to AOC Headquarters.

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.

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.

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

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.Lorem ipsum dolor sit amet, at mei dolore tritani repudiandae. In his nemore temporibus consequuntur, vim ad prima vivendum consetetur. Viderer feugiat at pro, mea aperiam

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.

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

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

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.

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The following major events, as a minimum, will occur each year:

A list of the current Chapter Officers will be submitted to the AOC by January 31st;The Chapter Financial Report will be submitted to the AOC by March 1st;The Chapter Sustainment (Rebate) Report will be submitted to the AOC by June 30th; andChapter 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.

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

   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 Directors. 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

b. 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.

   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.

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

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.

b. 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.

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.

In addtion 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 avisable, 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 notices.

The following standing committees are authorized:

a)      Awards and Scholarships;

b)     Governance;

c)      Finance;

d)     Professional Development;

e)     Nomination and Election;

f)       Programs (events); and

g)      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.

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.

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.

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.

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

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

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.

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.

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.

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