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ARTICLE I Name and Purpose (Back to Top)
I.1 Membrane Structures Manufacturers Association Inc.
The group shall be called the Membrane Structures Manufacturers Association Inc. (MSMA) and operate under these bylaws as a “Non-Profit” group as set out in the Non-profit Corporations Act.
I.2 Purpose
The overall goal of this Association is to represent the interests and concerns of the membrane structures industry. It shall serve as an information resource on technical aspects, building codes, standards, general practices, and to promote the use and growth of membrane structures in general, with a special interest in the membrane industry. The objectives of MSMA shall include, but not be limited to the following:
I.2.1 To cooperate in the promotion of membrane structures to regulatory agencies, design professionals, financial and insurance institutions, and consumers within Canada.
1.2.2 To promote the uniform interpretation of building code for the membrane structures system by building officials and design professionals.
I.2.3 To provide an industry view to changes of the National Building Code of Canada and provincial regulations effecting construction.
I.2.4 To provide a central resource for members for the collection and dissemination of information relating to the techniques, materials, standards, codes, regulations and market information in the membrane structures industry.
I.2.5 To promote a close liaison between the membrane structure’s industry, Building Officials, Government, and Public across Canada.
I.3 Definition
Membrane Structures are defined as tension membrane covered structures.
ARTICLE II Membership, Entitlements, Dues and Withdrawal (Back to Top)
II.1 Membership
A member in good standing of the MSMA will be limited to companies or individuals and shall consist of:
II.1.1 Active Member
Active membership shall be available to any company (or group of companies) that is engaged in the manufacture, design or supply of membrane for membrane structures. The company will be allowed one (1) individual designated as the active representative.
II.1.1.1 Active membership shall meet the MSMA Code of Practice and comply with the following
II.1.1.1.1 Building Manufacturer
CWB Div 2 Certification
Carry a minimum 2 million dollar General Liability Insurance
Engineers will carry a minimum 1 million dollar E & O Insurance
Engineered drawings and calc packages
Written warranty policy
Business history synopsis
II.1.1.1.2 Membrane / Steel Manufacturer
Carry a minimum 2 million dollar General Liability Insurance
Written warranty policy
Business history synopsis
II.1.1.1.3 Design Professional
Carry a minimum 2 million dollar General Liability Insurance
Engineers will carry a minimum 1 million dollar E & O Insurance
Engineered drawings and calc packages
Business history synopsis
II.1.2 Affiliate Member
Affiliate membership shall be available to any individual that is employed by an active member that is not designated as the active representative. A maximum of three (3) affiliate members will be allowed per active member.
II.1.3 Associate Member
Associate membership shall be available to any company or institution that is engaged in the distribution, supply of materials, insurance, financing, or regulation of membrane structures. The company will be allowed one (1) individual designated as the associate representative.
II.2 Entitlement
Members in good standing shall be entitled to the privileges of membership as follows,
II.2.1 Active Members
Individual representative shall have the right to vote, hold office or be a director and may be appointed to serve on a committee.
II.2.2 Affiliate Members
Individual representative shall have the right to vote but not hold office or be a director, but may be appointed to serve on a committee.
II.2.3 Associate Members
Individual representative shall not have the right to vote, hold office or be a director, but may be appointed to serve on a committee.
II.3 Membership Dues
Annual membership dues, payable to the association as of the first of June shall be prescribed by the directors and approved by a vote of the members at the Annual Business meeting.
II.3.1 Active Members
Initial dues are set at $5000
II.3.2 Affiliate Members
Initial dues are set at $1000
II.3.3 Associate Members
Initial dues are set at $500
II.4 Membership Withdrawal
Any member may withdraw from the Corporation by delivering to the Corporation a written resignation and lodging a copy of same with the secretary of the corporation.
ARTICLE III Directors: Number, Terms and Requirements (Back to Top)
III.1 Number
There shall not be more than five (5) or fewer than three (3) director positions. The board of directors must consist of at least one (1) representative from each of the following:
III.1.1 Building Manufacturer.
III.1.2 Membrane Supplier.
III.2 Terms
Directors are elected to two (2) year terms. Elections will occur annually. The nominating committee will develop a slate of candidates to fill available director positions.
III.3 Requirements
All Directors shall:
III.3.1 Have the authority to make decisions, commitments and make or cause to be made for the corporation, or organization on association votes, any kind of contract, which the corporation may lawfully enter into and, same as hereinafter provided generally, may exercise all such powers and do all such other acts and things as the corporation is by its charter or otherwise authorized to exercise and do.
III.3.2 Any Director position shall be automatically vacated if at a Special meeting of Active members, a Resolution is passed by 25% of the members to remove a Director.
ARTICLE IV Directors: Positions, Elections, Powers and Responsibilities (Back to Top)
IV.1 Positions
The positions of MSMA shall consist of a President, Vice-President, Treasurer, Secretary and Member-at-large.
IV.2 Terms
IV.2.1 The President and Vice-President shall serve one full two-year term, and may serve a partial term prior if they were appointed to fill a vacancy mid-term.
IV.2.2 The President and Vice-President shall be limited to two (2) consecutive full terms.
IV.3 Elections
IV.3.1 The President, Vice-President, Treasurer, Secretary and Member-at-Large are elected by the full membership. This election occurs at the Annual Business Meeting.
IV.3.2 The Vice-President is expected to succeed the present President if the President is unable to fill his/her term. The Vice-President does not automatically become President at the conclusion of his/her term, but is eligible to seek election as President.
IV.3.3 If the President resigns, or is removed, and the Vice-President is unable to succeed, the Directors shall appoint a President from the Active members representatives.
IV.3.4 Provision
Upon completion of his/her term limit, the President automatically becomes the Immediate Past President, but may not seek immediate re-election as President, Vice-President, Treasurer, Secretary or Member-at-Large.
IV.4 Responsibilities
IV.4.1 Finance Committee
The President, Vice-President, Treasurer, Secretary and Member-at-Large shall also be known as the Finance Committee. While the full membership sets and approves the annual budget, the Finance Committee shall approve, in writing, all unbudgeted expenses that are in excess of a specified amount, as well as all expenses which will exceed a budgeted line item by a specified amount or percentage. These amounts shall be specified in the association’s annual business plan that will be formally approved each year.
IV.4.2 President
The President chairs Board of Directors meetings, as well as the Annual Business Meeting, and may be a member of all standing and special committees with the right to vote.
IV.4.3 Vice-President
The Vice-President will chair Board of Director meetings, as well as the Annual Business Meeting, in the absence of the President.
IV.4.4 Treasurer
The Treasurer shall give financial reports at Board of Director meetings, as well as at the Annual Business Meeting.
IV.4.5 Secretary
The Secretary shall record and distribute minutes of the Board of Directors meetings and the Annual Business meeting and maintain web site. The secretary shall be custodian of the seal of the Corporation, which he shall deliver only when authorized by a Resolution of the Board of Directors to do so and to such person or persons as maybe named in the resolution.
IV.4.6 Member-at-Large
The Member-at-Large may be a member of any committee
ARTICLE V Attendance: Directors (Back to Top)
V.1 Attendance Policy
Directors must attend at least one Board of Directors meeting per calendar year and may not have two consecutive unexcused absences during their term.
V.2 Unexcused Absences
Failure to comply with the attendance policy as outlined in Article V.1 may result in removal from the Board of Directors by a simple majority vote of the Board of Directors.
V.3 Excused Absences
A Director who is unable to attend a meeting due to illness or emergency may be granted an excused absence based on the Board of Director’s approval.
V.4 Replacement of Directors
The President shall be responsible for informing members of their removal for non-attendance and is also responsible for appointing a replacement for the remainder of the term. The Vice-President is responsible for these duties if the President is removed for non-attendance.
A Director removed for non-attendance is not eligible for re-appointment for the remainder of the un-expired term plus one (1) full year.
ARTICLE VI Elections and Voting Policies (Back to Top)
VI.1 Election of Directors and President
All elections of Directors will take place via mail, email, fax or in-person balloting.
VI.2 Nominating Committee
Board of Directors will appoint a Nominating Committee
VI.3 Voting Policies
VI.3.1 The Nominating Committee or any three active members shall present a slate of candidates to the full voting membership for election. The vote is held either just prior to or at the Annual Business Meeting, as described later within these bylaws.
VI.3.2 Voting must take place by ballots issued on the basis of one per active or affiliate member.
VI.3.3 No vote may be held if there is no quorum. All votes, whether of the full membership or by the Board of Directors, will pass with a simple majority, unless otherwise defined in these bylaws.
VI.3.4 Quorum will be defined as a minimum of
a. Three (3) directors for Directors meetings and votes
b. Fifty (50) % of committee members for Committee meetings and votes
c. Twenty Five (25) % of voting members for all other meetings and votes.
VI.3.5 Proxies
Proxy voting shall not be allowed in any vote
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exception - Director may designate an affiliate member to vote in their place in the event the Director is absent at a Board of Directors Meeting
ARTICLE VII Meetings: Schedules and Provisions (Back to Top)
VII.1 Directors Meetings
Meetings of the Board of Directors may be held at a time and place to be determined by the Directors provided that forty-eight (48) hours written notice of such meeting shall be given, other than by mail, to each Director. Notice by mail shall be sent at least fourteen (14) days prior to the meeting. The Board of Directors must meet annually, at least once in person and at least two (2) times in total. The President may call additional meetings of the Board of Directors. Active Members may similarly call an additional meeting by written consent of at least three (3) members of the Board of Directors. Each Director is authorized to exercise one (1) vote.
VII.2 Annual Business Meeting
The MSMA holds its Annual Business Meeting of the members within ninety (90) days after the end of the Corporations fiscal year, in a location in Canada set by the board of directors. Notice of meeting shall be given in writing to each voting member a minimum of thirty (30) days prior to the meeting.
VII.3 Committee Meetings
Committees must meet as required, at least once in person, and at least once per year. The President may call additional meetings as needed as long as at least thirty (30) days notice is given. Committee members may similarly call an additional meeting by written consent of at least 50% of voting members of the Committee.
VII.4 Additional Business Meetings
Additional Business Meetings may be called by written request of twenty-five percent (25%) of current members, provided that at least thirty (30) days written notice is given to members. The call for a special meeting shall specify the business to be discussed, and no other business may be discussed at such meeting.
VII.5 Procedure
Unless otherwise covered by MSMA bylaws, the parliamentary procedure followed shall be according to Robert’s Rules of Order.
VII.6 Travel Expenses
All members will be responsible for their own travel expenses to all meetings.
VII.7 Fiscal Year
The fiscal year for the MSMA shall be March 1 to February 28.
ARTICLE VIII Committees (Back to Top)
VIII.1 Committees
Except for the Nominating and Finance Committees, the Director’s shall vote to appoint and dissolve committees as needed and to appoint an acting Chair to each committee.
ARTICLE IX Remuneration (Back to Top)
IX.1 Remuneration
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. Nothing herein shall be construed to preclude any director from serving the corporation as an officer in any other capacity and receiving compensation therefore.
Remuneration for all officers, agents and employees and committee members shall be fixed by the board of directors by resolution. Such resolution shall have force and effect only until the next meeting of the members when such resolution shall be confirmed by resolution of the members, or in absence of such confirmation by the members, then remuneration to such officers, agents or employees and committee members shall cease to be payable from the date of such meeting of members.
ARTICLE X Corporate Seal (Back to Top)
X.1 Corporate Seal
The seal, an impression whereof is stamped in the margin hereof, shall be the seal of the Corporation.
ARTICLE XI Execution of Documents (Back to Top)
XI.1 Signing Authority
Contracts, documents or any other instrument in writing requiring the signature of the Corporation, shall be signed by any two officers and all contracts, documents and instruments in writing so signed shall be binding upon the Corporation without any further authorization or formality. The directors shall have power from time to time by resolution to appoint an officer or officers on behalf of the Corporation to sign specific contracts, documents and instruments in writing. The directors may give the Corporation’s power of attorney to any registered dealer in securities for the purposes of the transferring of and dealing with any stocks, bonds and other securities of the Corporation. The seal of the Corporation when required may be affixed to contracts, documents and instruments in writing signed as aforesaid or by any officer or officers appointed by resolution of the board of directors.
ARTICLE XII Auditors (Back to Top)
XII.1 Auditors
The members shall, at each annual meeting, appoint an auditor to audit the accounts of the Corporation for 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 as fixed by the board of directors.
ARTICLE XIII Amendments to the Bylaws (Back to Top)
XIII.1 Amendments
All amendments to these bylaws not embodied in the letters patent shall be approved by mail, email, and fax or in-person ballot. Amendments will be recommended to the full membership either by simple majority vote of the Committee or upon written petition of twenty-five (25) percent of current members. Members shall have thirty (30) days prior notice of an in-person ballot, or shall have thirty (30) days to return a mailed or faxed ballot. A two-thirds (2/3) affirmative vote of those returning the ballot is necessary for passage; provided that the repeal or amendment of a by-law shall not be enforced or acted upon until the approval of the Minister of Industry Canada, if required, has been obtained.
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