The association of Composites Industries of Quebec Inc. adopts the following regulations to ensure the smooth running of its corporation:
A member in good standing means any person, partnership or corporation that has paid its annual dues.
The Board of Directors is made up of: 1 Chairman
1 vice-president
1 secretary
6 directors.
The Board may, at any time, appoint third parties who may sit as observers on the Board.
The Board of Directors has the power to appoint a director when a position becomes vacant during the term of office.
The Board of Directors has the power to manage the day-to-day affairs of the corporation and may enact internal rules for the administration and proper functioning of the corporation.
Although the Board of Directors has the power to repeal or modify any provision of these rules, any repeal or modification shall not be effective until the next annual general meeting of members, unless it has been in the meantime ratified by an extraordinary general meeting of members. During the general meeting, any abrogation, addition or modification must be ratified by two thirds of the active members present. In the absence of such a majority, this modification will cease to be in force, but as of this day only.
Amendment revised and adopted on April 6, 2020
Are eligible to sit and vote on the Board of Directors only those persons who are members and elected by the assembly.
The board of directors will be composed of at least 5 manufacturers and/or processors who produce or formulate composite materials and whose business is located in Quebec. In addition, the CA will be composed of a maximum of 3 associate members and a maximum of one member from a government body. For the latter, membership in the RICQ will be free.
By associate member, we mean staff from associations, academic institutions and consultants working closely in the composites industry.
The assembly of members will be governed according to the rules of the Morin code.
The regular meetings of the Board of Directors will take place at least three times a year, either in person, at the place of convocation or using a technological platform such as telephone calls, conference calls or videoconferences.
RESOLUTIONS BETWEEN THE MEETINGS OF THE BOARD OF DIRECTORS
The president of the corporation may ask to unanimously ratify a resolution between meetings of the board of directors. To this effect, a resolution endorsed by:
The signature of all the members of the Board of Directors will have the same validity as if it had been adopted during a regularly held meeting of the Board of Directors.
Emails from all members of the Board of Directors will have the same validity as if it had been adopted at a regularly held meeting of the Board of Directors. The emails approving the resolution must be archived in the resolutions book of the corporation.
Amendment revised and adopted on April 6, 2020
The corporation will hold its annual meeting within 102 days of the end of its fiscal year.
In the event of force majeure, for example a pandemic situation, the members of the board of directors could delay the holding of the general meeting. This postponement of the annual general meeting must be adopted by resolution of the board of directors.
Amendment revised and adopted on April 6, 2020
The fiscal year of the corporation will end on May 31 of each year.
The contribution is for the period from January 1 to December 31 of the year.
The rate will be charged at the full amount until the RICQ golf tournament, after this, a rate prorated to the remainder of the current year will be charged, in addition, the amount of the membership fee for the following year will be added to the invoice.
If the new company that wishes to join the grouping presents health, safety and environmental difficulties, the grouping retains a right of reservation; an additional amount could be requested, the amount will be studied and adopted by the members of the board of directors up to a maximum of $2,500.00. Refer to Appendix A, for the definition of business in difficulty.
The membership fee is non-refundable.
The member must pay his annual dues within 30 days of the invoice date.
The quorum for the general meeting is limited to members in good standing and present at the said meeting.
A member may, by proxy, transfer his right to vote to the president of the corporation.
The quorum of the Board of Directors is 5 members of the CA.
The Board of Directors must send the notice convening the general meeting at least 20 days before the date set for the meeting. The notice of meeting must include a copy of the agenda.
The Board of Directors may refuse the admission of a new member if it deems it appropriate.
The Board of Directors has the power to expel any member whose conduct could affect the smooth running of the corporation or harm the reputation of the corporation.
The corporation cannot be dissolved without an affirmative vote of at least 50% of the members.
In the event of dissolution and liquidation of the property of the corporation, see letters patent.
The corporation is responsible for paying the costs related to directors’ and officers’ liability insurance.
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