La Société cInéMAGINE de l'Alberta
CHAPTER 1 - CONSTITUTION
Article 1 - Name
The organization, nonprofit, herein, is called the CInéMAGINE Society of Alberta.
Any reference hereinafter to thebody or the society means CInéMAGINE Society of Alberta.
Article 2 - Objectives
The company aims to:
- Provide film training to students and adults throughout the province.
- Increase awareness of Francophone culture through film
- To support, encourage, promote Alberta's cinematic potential of tomorrow.
- Expose Albertans to francophone film productions from various sources
Article 3 – Siège social
The headquarters of the organization is located in Lethbridge, Alberta.
Article 4 - Seal
The company has no seal. 3
CHAPTER 11 - ACCESSION
Article 5 - Members
The cInéMAGINE Society of Alberta gathers every individual who supports the objectives of the company, whose home is in the province of Alberta.
Each member has one vote on each matter considered at a special or general meeting of members.
Members have the right to participate in deliberations, to vote in the said meetings, to be a candidate for various posts provided by these statutes and regulations.
A member may withdraw from the Society of Alberta cInéMAGINE writing.
A member can be expelled from the cInéMAGINE Society of Alberta for behavior or actions go against the values of cInéMAGINE Society of Alberta or following defamatory to the place of cInéMAGINE Society Alberta. The Board of Directors decides by a majority vote.
Article 6 - Membership fee
The annual membership fee of a member is determined by the Board and is entitled to one year of membership in the organization.
Members pay an annual fee indirectly through their participation in one of the events that cInéMAGINE Society of Alberta.
CHAPTER III - ANNUAL GENERAL MEETING
Article 7 - Procedures
The deliberations of the body are governed by the procedures of Victor Morin code. 4
Article 8 - Frequency, date and place
The annual general meeting shall be held within ninety (90) days following the end of the fiscal year, at a date and place determined by the board. This date is determined at least thirty (30) days prior to such meeting.
In case such a meeting is not held within the prescribed period, it may take place later in the financial year without the legality of the meeting could be in doubt.
Members of the cInéMAGINE Society of Alberta can attend the Annual General Meeting by way of simultaneous communication with the approval of the Board.
Article 9 - Special Meeting
The board of directors may call a special meeting upon the written request of at least ten (10) members for discussion on urgent and specific points.
Article 10 – Convocation
The annual general meeting and any special meeting shall be convened by the Board of Directors in writing and sent by email, fax or mail to all members of the board and at the same time public by posting on the website and social media company within the following deadlines:
At least twenty-one (21) days prior to the meeting for the AGM;
At least fifteen (15) days prior to the meeting to a special meeting.
In both cases, the notice of meeting includes at least the agenda, the minutes of the last General Assembly, the proposed amendments to statutes and regulations and any essential information so that members can make informed decisions.
Article 11 – Quorum
Ten (10) members constitute a quorum for any meeting of members. 5
Article 12 - Powers
The annual general meeting of members is the supreme authority of the cInéMAGINE Society of Alberta.
The powers of any meeting are:
- a) adopt the annual report, receive the financial statements and the reports of representatives and committees;
- b) appoint the accounting auditor;
- c) amend the statutes and regulations;
- d) elect and suspend members on the Board of Directors;
- e) determining the general policies of the company.
Decisions are taken by a majority of members present unless otherwise required by law or in these statutes and regulations.
Voting is by show of hands or by secret ballot if 6 or more members request, each member entitled to vote has one vote. Voting by proxy is not allowed.
Article 13 – Amendement
A special resolution is amended or repealed:
- At the annual or special general meeting of which notice of the proposed changes have been sent at least twenty-one (21) days prior to the annual or special general meeting;
- By a vote of at least 75% of the members present.
Article 14 – Dissolution
- a) The company may be dissolved by a vote of the quorum is 10 members present at a general or special meeting.
- b) In the event of dissolution of the company, funds and assets accumulated casino revenue will be channeled to charitable bodies. 6
CHAPTER IV - BOARD OF DIRECTORS
Article 15 – Composition
The Board of Directors consists of seven (7) members elected at the Annual General Meeting. Administrators must be 16 years old and must be empowered by law to contract.
Article 16 - Term of office
Directors are elected for a term of two years renewable.
Article 17 – Obligations légales
Members of the board must meet the following obligations:
- a) Privacy
It is forbidden for any member of the Board of Directors to use to his advantage confidential information obtained in the exercise of its functions, even after leaving the board of directors or the company, and, for one (1) year after the start of it.
- b) conflict of interest
The Board of Directors must not allow his personal and business interests conflict with those of the company. He must inform the Board of any conflict of interest. He must refrain from participating in deliberations and voting on all issues that could create a conflict of interest.
If a director gets paid permanent position within the company, he will resign as administrator.
Article 18 - Directors' Election
Paragraph 1 Eligibility 7
Any member in good standing is eligible for a position on the Board of Directors. A member may be elected at the Annual General Meeting even if absent on the condition that he has agreed in writing to be nominated and elected to the Board of Directors.
Paragraph 2 Election Procedures
Anyone interested in serving on the Board of Directors must be nominated by a member in good standing. If the person is present, it must agree to be nominated, and if it is absent, it should have provided written for this purpose.
All directors are elected by vote at the Annual General Meeting. The election and the vote take place according to the procedure enshrined in Victor Morin Code.
Paragraph 3 Vacancy
If a vacancy occurs among the directors, the board should, by decision and to the extent possible, the fill. The substitute shall hold office for the unexpired portion of the term of the person replaced until the elections of the next annual general meeting.
Paragraph 4 Suspension
A director may be suspended for a quorum of the vote or 10 members present at the general meeting or at a special meeting for the following reasons:
- a) if he loses a member
- b) if he has missed three consecutive meetings of the board without just cause; and or
- c) for any serious breach of solidarity, professional ethics and the mandate and corporate objectives
Section 5 Resignation
A director may resign in writing at any time, to the Board of Directors.
Section 6 Rights and powers
The Board of Directors directs the affairs of the company according to its letters patent, its statutes and regulations and decisions of the Annual General Meeting. He decides policies and actions to be taken according to the rules applicable to the company. 8
Paragraph 7 Rules
The board sets its own rules for its internal management and administrative procedures.
Section 8 Duty
The board has the main obligations:
- a) identify priorities and plan the program and the resources necessary for its realization;
- b) develop action plans, policies and administrative procedures to ensure the smooth running of the company long-term.
The members of the board shall receive no remuneration for their work in the Board provided that they be reimbursed for reasonable expenses incurred in the performance of their function.
Paragraph 9 Meeting
The board meets at least four (4) times a year and as often as necessary. The dates and locations of meetings of the Board are determined by the president, the person who replaces him or the board. Each member present has one (1) vote at the meeting.
Clause 10 Convocation
The meetings of the Board may be called by the president, the person who replaces him or upon the written request of a majority of members of the Board of Directors. Notices of meetings of the Board shall be sent by writing, by email, fax or mail, by the President or the person replacing him, seven (7) days before the meetings.
Section 11 Quorum
The quorum at meetings of the board is three (3) members.
Article 19 - Executive Committee
The positions on the Executive Committee are: a president, a vice president, a secretary, a treasurer and a general direction, if necessary. 9
The position of President is determined by the members at the Annual General Meeting. The vice-president, secretary and treasurer are determined by the Board. The Directorate General is hired by the board.
The Executive Committee members are appointed for two (2) years from the date of election or until the election of their successors except Branch negotiating a fixed-term contract by the board Directors. Members at the annual general meeting may by resolution remove any member of the executive committee. The Board of Directors may, by resolution, terminate the contract of the Directorate General.
The Branch receives compensation for services rendered in connection with his duties.
Article 20 - Role of the Executive Committee
Paragraph 1 Chairman
The president is the chief officer of the Executive Committee and Board of Directors. He must ensure that the company's regulations are respected. He is active in the management of internal affairs and must determine any question and problem relating to the company. It serves as a resource person permanent.
It shall be automatically entitled to all committees and chairs meetings of the company and the Board.
The president also acts as the spokesman of the company. He represents the company, its views and positions in the community.
Paragraph 2 Vice President
In the absence of the President, the Vice President shall perform the duties and exercise the powers of the latter. He will also assume the responsibilities delegated by the President. It can also chairing one or more special committees as needed.
Section 3 Secretary
The Secretary has the responsibility to prepare and maintain the minutes to be approved at the following meeting. He sees the calling of meetings. He signed together with the President official documents. 10
Paragraph 4 Treasurer
The treasurer reviews the accounting and budgetary procedures and monitor the finances of the company. It reads and approves signing it, the financial statements when adopted. He must present a financial statement to the members at the Annual General Meeting.
Paragraph 5 Branch
The Branch Manager is the first the only employee of the company under the authority of the Board. As such:
it informs and advises the Executive Committee, the Board and the Annual General Meeting (or extraordinary) on any matter within the responsibility of the organization;
she attends all meetings of the Board of Directors with voice but not vote;
it is an ex officio member of all committees with voice but not vote;
acts as the company's spokesman at the request of the Presidency.
Paragraph 6 Other members of the Board of Directors
The other members of the Board play an advisory role in the organization. They assume the responsibilities delegated to them during their term.
Paragraph 7 Delegation of powers
In the absence or disability of the President or the Vice President, the Board of Directors shall appoint a chairman of the meeting.
Paragraph 8 Funding
Signatories: Any contract or official document on behalf of the Company is signed by the president and secretary of the board.
Bank instruments: All checks, notes and other banking instruments of the Company are signed by the President, the Treasurer and the employee that the board of directors shall designate by resolution. 11
Financial year: The financial year of the Company ends on 31 March each year and the Board of Directors will oversee the preparation of the report of operations for the year ending on that date.
Verification: Company members have the right to see all the books at the Annual General Meeting on where she stands, or at any time upon written request to the board.
The books and financial statements of the Company shall be audited annually by an independent accounting firm of the company appointed as auditor by the members at the Annual General Meeting. The auditor must report to members at the AGM.
The company may borrow money.
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Board of cInéMAGINE Society of Alberta
Fiscal Year 2017/2018