
Manitoba Team Cattle Penning Association | ||
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About UsMANTPA RulesTo
be attached to and form part of the Canadian Team Penning 2004 (CTCPA) General
Rules and Regulations Youth
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Regulations:
BylawsClick here to download the MANTPA bylaws in MS WordClick here to download the MANTPA bylaws in Acrobat Adobe CONDITIONS OF MEMBERSHIP There shall be no membership fees or dues unless otherwise directed by the Board of Directors. Any member may withdraw from the
Corporation by delivering to the Corporation a written resignation and lodging a
copy of the same with the Secretary of the Corporation. Any member may be required to resign
by a vote of three-quarters (3/4) of the members at an annual meeting provided
that any such member shall be granted and opportunity to be heard at such
meeting. BOARD OF DIRECTORS The property and business of the
Corporation shall be managed by the Board of ten (10) Directors, of whom five
(5) shall constitute a quorum. Directors
must be individuals, 18 years of age or over, with power under law to contract.
Directors must be members. Directors shall be elected for a term of two years by the members at an annual meeting of members. The Office of Director shall be
automatically vacated: a)
if
a Director shall resign his office by delivering a written resignation to the
Secretary of the Corporation’ b)
if
he is found by a court to be of unsound mind; c)
if
at a special General Meeting of members a resolution is passed by 75% of the
members present at the meeting that he be removed from office; d) on death; provided that if any vacancy shall occur for any reason in this paragraph contained, the Board of Directors by a majority vote, may, by appointment, fill the vacancy with a member of the Corporation. Meetings of the Board of Directors may be held at any time and place to be determined by the Directors provided that 48 hours notice of such meeting shall be given, other than by mail, to each Director. Notice by mail shall be sent at least 14 days prior to the meeting. There shall be at least one (1) meeting per year of the Board of Directors. No error or omission in giving notice of any meeting of the Directors of the Corporation shall invalidate such a meeting or make void any proceedings taken thereat and any Director may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat.Each Director is authorized to exercise one (1) vote. If all the Directors of the Corporation consent thereto generally or in respect of a particular meeting, a Director may participate in a meeting of the Board of a committee of the Board by means of such conference telephone or other communications facilities as permit all persons participating in such a meeting to hear each other, and a Director participating in such a meeting by such means is deemed to be present at the meeting.
A
resolution in writing, signed by all Directors entitled to vote on that
resolution at a meeting of Directors or committee of Directors, is as valid as
if it had been passed at a meeting of Directors or committee of Directors. A
retiring Director shall remain in office until the dissolution or adjournment of
the meeting at which his retirement is accepted and his successor is elected.
A reasonable 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 members when such resolution shall be confirmed by
resolution of the members, or in the absence of such confirmation by the
members, then the remuneration to such officers, agents or employees and
committee members shall cease to be payable from the date of such meeting of
members. Every Director or officer of the
Corporation or other persons who has undertaken or is about to undertake any
liability on behalf of the Corporation or any company controlled by it and their
heirs, executors and administrators and estate and effects, respectively, shall
from time to time and at all times, be indemnified and saved harmless out of the
funds of the Corporation, from and against; a) all costs, charges and expenses which such Director, officer or other person sustains or incurs in or about any action, suit or proceedings which is brought, commenced or prosecuted against him, or in respect of any act, deed, matter or thing whatsoever, made, done or permitted by him, in or about the execution of his office or in respect of any such liability. b)
all
other costs, charges and expenses which he sustains or incurs in or about or in
relation to the affairs thereof, except such costs, charges or expenses as are
occasioned by his own willful neglect or default. The Directors shall have power to authorize expenditures on behalf of the Corporation from time to time and may delegate by resolution to an officer or officers of the Corporation the right to employ and pay salaries to employees. The Directors shall have the power to enter into a trust arrangement with a trust company for the purpose of creating a trust fund in which the capital and interest may be made available for the benefit of promoting the interest of the Corporation in accordance with such terms as the Board of Directors may prescribe. The Board of Directors shall take such
steps as they may deem requisite to enable the Corporation to acquire, accept,
solicit or receive legacies, gifts, grants, settlements, bequests, endowments
and donations of any kind whatsoever for the purpose of furthering the objects
of the Corporation. The officers of the Corporation shall
be President, Vice-President, Secretary and Treasurer and any such other offices
as the Board of Directors may by by-laws determine. Any two offices may be held
by the same person. Officers need not be Directors. Officers shall be elected at the
annual meeting of the members. The Officers of the Corporation shall
hold office for two years from the date of appointment or election or until
their successors are elected or appointed in their stead. Officers shall be
subject to removal by resolution of the Board of Directors at any time. DUTIES OF OFFICERS The President shall be the chief
executive officer of the Corporation. He shall preside at all meetings of the
Corporation and of the Board of Directors. He shall have the general and active
management of the affairs of the Corporation. He shall see that all orders and
resolutions of the Board of Directors are carried into effect. The Vice-President shall, in the
absence or disability of the President, perform the duties and exercise the
powers of the President and shall perform such other duties as shall from time
to time be imposed upon him by the Board of Directors. The Treasurer shall have the custody
of the funds and securities of the Corporation and shall keep full and accurate
accounts of all assets, liabilities, receipts and disbursements of the
Corporation in the books belonging to the Corporation and shall deposit all
monies, securities and other valuable effects in the name and to the credit of
the Corporation in such chartered bank or trust company, or, in the case of
securities as may be designated by the Board of Directors from time to time. He
shall disburse the funds of the Corporation as may be directed by proper
authority taking vouchers for such regular meeting of the Board of Directors, or
whenever they may require it, an accounting of all the transactions and a
statement of the financial position of the Corporation. He shall also perform
such other duties as may from time to time be directed by the Board of
Directors. The Secretary may be empowered by the
Board of Directors, to carry on the affairs of the Corporation generally under
the supervision of the officers thereof and shall attend all meetings and act as
clerk thereof and record all votes and minutes of all proceedings in the books
to be kept for that purpose. He shall give or cause to be given notice of all
meetings of the members and of the Board of Directors, and shall perform such
other duties as may be prescribed by the Board of Directors or President, under
whose supervision he shall be. The duties of all other officer of the
Corporation shall be such as the terms of their engagement call for or the Board
of Directors requires of them. EXECUTION OF DOCUMENTS Fourteen (14) days’ written notice
shall be given to each voting member of any annual or special general meeting of
the members. Notice of any meeting where special business will be transacted
should contain sufficient information to permit the member to form a reasoned
judgement on the decision to be taken. Notice of each meeting of the members
must remind the member that he had the right to vote by proxy. Each
voting member present at a meeting shall have the right to exercise one vote. A
member may, by means of a written proxy, appoint a proxyholder to attend and act
at a specific meeting of members, in the manner and to the extent authorized by
the proxy. A proxyholder must be a member of the Corporation. No error or omission in giving notice
of any annual or general meeting or any adjourned meeting, whether annual or
general, of the members of the Corporation shall invalidate such meeting or make
void any proceedings taken thereat and any member may at any time waive notice
of any such meeting and may ratify, approve and confirm any or all proceedings
taken or had thereat. For purpose of sending notice to any member, Director or
officer for any meeting or otherwise, the address of the member, Director or
officer shall be his last address recorded on the books of the Corporation. FINANCIAL
YEAR BOOKS
AND RECORDS The Directors shall see that all
necessary books and records of the Corporation required by the by-laws of the
Corporation or by any applicable state or law are regularly and properly kept. In these by-laws and in all other
by-laws of the Corporation hereafter passed unless the context otherwise
requires, words importing the singular number or the feminine gender, as the
case may be, and vice versa, and references to persons shall include firms and
corporations. |
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