Constitution
ARTICLE I - NAME
Be it enacted, and it is hereby enacted that this Club shall be known as the "Transportation Club of Hamilton" and its headquarters shall be in the City of Hamilton, Ontario.
For ease of communication and reference, effective January 1, 2005 the club shall be referred to as “Hamilton Transportation Club”. The club’s official website shall be located at www.hamiltontransportationclub.com.
ARTICLE II - PURPOSE
The purpose of the Club shall be by the interchange of ideas regarding transportation and communication to increase the knowledge of its members for mutual benefit of the traffic field in general, and for the advancement of personal acquaintance and good fellowship among members.
ARTICLE III - MEMBERSHIP
The membership shall be divided into the following classes:
(A) Active Members
Active members shall consist of those persons who have been, or shall be, admitted by the Directors on payment of such entry fees and compliance with such conditions of membership are imposed by the Directors from time to time. Such members shall be entitled to attend meetings of members and to vote at all such meetings and to hold office as Directors of the Club.
(B) Honorary Members
The directors of the club may confer on any individual who has supported the club through exceptional service beyond being an active member, an honorary membership which shall carry with it all the privileges of an active membership except the right to hold office as a Director of the Club.
(C) Members in Good Standing
Members in good standing who are retired by their respective companies may retain their membership. If fully retired and a member in good standing for 5 consecutive years, a member may submit in writing and request for retiree status. Retiree status will entitle members to privileges of 1/2 price admission to all dinner functions and no annual membership dues.
ARTICLE IV - MANAGEMENT
(A) The affairs of the club shall be managed by the Board of Directors, who shall be known or referred to as "Directors", and who shall transact all normal Club business arising from time to time as well as any required by this Constitution and Bylaws, and by any special resolution made at any general meeting of members.
(B) The number of Directors of the Club shall be fifteen (15) to be elected by the membership at large.
(C) The elected Directors term of office shall be two (2) years from the date of the meeting at which they are elected or until their successors are elected or appointed. Seven (7) of such Directors to be elected annually.
ARTICLE V - OFFICERS
(A) Among the board of Directors there shall be a Past President, a President, a First Vice-President, a Second Vice-President, a Secretary, and a Treasurer, and such other officers as the Board of Directors may determine.
(B) The Directors shall receive no remuneration for acting as such, but may receive an honorarium in lieu thereof.
BY-LAW No. ONE -
OFFICERS, DIRECTORS AND DUTIES
Section (1) - Formation of Board of Directors
(A) In addition to the Officers provided for in Article V of the Constitution, the Directors shall comprise of eight (8) members elected upon the following representation:
1 member representing railways
1 member representing industries
1 member representing steamships, forwarders, and miscellaneous companies
1 member representing motor transport
The additional four Directors at large would be elected from the Membership.
(B) Directors absenting themselves from three (3) meetings of the Executive within one calendar year, without good cause, or upon the death or resignation of a Director, will automatically cease to be a Director and the remaining directors shall appoint a successor for the balance of the term.
(C) Questions arising at any meeting of the Directors shall be decided by a majority of votes. In cases of an equality of votes, the Chairman, in addition to his original vote, shall have a second or deciding vote.
Section (2)
(A) Duties of the Past President,
President and Vice-President
The President shall, when present, preside at all meetings of the members of the Club and of Directors. The President shall also be charged with the general management and supervision of the affairs and operation of the Club. The President with the secretary or other Officer appointed by the Board for purpose, shall sign all By-Laws and Membership Certificates. The President, with the Treasurer or other Officer acting as Treasurer shall sign all cheques and documents relating to the disbursements of the Club funds.
During the absence or inability of the President, his duties and powers may be exercised by the First or Second Vice-Presidents in that order of precedence.
The duties of the Past President shall be to assist the incoming President in any matters determined by the President.
(B) Duties of the Secretary
The Secretary may be an ex officio clerk of the Board of Directors, in which case he shall attend meetings of the Board of Directors and record all facts and minutes of all proceedings in the books kept for that purpose. He shall be the Custodian of the Seal of the Club and of all books, papers, records, correspondence, contracts and all other documents belonging to the Club. He shall also perform such other duties as may from time to time be determined by the Board of Directors.
(C) Duties of the Treasurer
The Treasurer, or Director acting as Treasurer, shall keep full and accurate accounts of all receipts and disbursements of the Club in proper books of accounts and shall deposit all moneys or other valuable effects in the name and to the credit of the Club in such bank or banks as may from time to time be designated by the Board of Directors. He shall disburse the funds of the Club under the direction of the Board of Directors, taking proper vouchers therefore and shall render to the Board of Directors, at the regular meetings thereof and whenever required of him, an account of all his transactions as Treasurer, and of the financial position of the Club. He shall also perform other duties as may from time to time be determined by the Board of Directors.
BY-LAW No. TWO - FEES
(A) Entry fees and yearly dues payable by members shall from time to time be fixed by a majority vote of the Directors, which vote shall become effective only when confirmed by a vote of the members at any general meeting.
(B) The Secretary shall notify the members of the dues or fees at any time payable by them, and if any are not paid within 90 days of the date of such notice the members in default shall thereupon automatically cease to be members of the Club, but any such members may upon payment of unpaid dues and fees be reinstated by majority vote of the Directors.
BY-LAW No. THREE -
QUORUM, MEETING, BOARD OF DIRECTORS
(A) A majority of Directors shall form a Quorum for the transaction of business. Except as otherwise required by law, the Board of Directors may hold its meetings at such place or places and times as may, from time to time, determine.
(B) Notice of such meetings shall be delivered, telephoned, telegraphed or mailed by the Secretary to each Director not less than one week before the meeting is to take place.
(C) The Directors may consider or transact business either special or general at any meeting of the Board.
BY-LAW No. FOUR - ANNUAL AND
OTHER MEETINGS OF MEMBERS
(A) The annual or any other general meeting of the members shall be held as the Directors may determine.
(B) A quorum for the transaction of business at a meeting of members shall consist of not less than three members present in person.
(C) At all meetings of the members, every question shall be decided by a majority of the votes of the members present in person unless otherwise required by the By-Laws of the Club, or By-Law. Every question shall be decided in the first instance by a show of hands, unless a poll be demanded by any member. Upon a show of hands, every member having voting rights shall have one vote.
(D) If a poll be demanded the question shall be decided by a majority of votes given by the members present in person and such poll shall be taken in such manner as the Chairman shall direct and result of such poll be deemed the decision of the Club in general meeting upon the matter in question.
BY-LAW No. FIVE -
ELECTION OF DIRECTORS AND OFFICERS
(A) The Nominating Committee shall tender a slate of Officers and Directors at each October meeting for the following year. Directors whose term of office has expired may be eligible for re-election.
(B) Further nomination for any Officer or Director may be made in writing, signed by five (5) members in good standing, from the same category as the nominee and accepted by the nominee, at least twenty (20) days prior to election night.
(C) Directors and Officers so elected shall assume Office on January first.
BY-LAW No. SIX - FISCAL YEAR
The fiscal year of the Club shall end December 31st in each year.
BY-LAW No. SEVEN - NOTICE
(A) Whenever, under the provisions of the By-Laws of the Club, notice is required to be given, such notice may be given either personally by the Secretary or by telephone, telegraph, or by mail at least 20 days prior to the meeting for which the notice is required to be given.
BY-LAW No. EIGHT -
EFFECTIVE DATE AND CHANGES
(A) When confirmed by a vote of the members, at a General Meeting of Members, this revised Constitution and By-Laws shall become effective on January 1, 1982.
(B) Changes to this Constitution and By-Laws may be recommended by the Directors but such changes shall become effective only when confirmed by a vote of the members at a General Meeting called for that purpose by a "Notice of Motion".
BY-LAW No. NINE - CHARITABLE DONATIONS
(A) The Club is registered as a "Non Profit" Organization with the Province of Ontario (Ministry of Consumer and Commercial Relations) and as such any excess revenue accumulated during the fiscal year over the required operating expenses should be designated for "Charitable Purposes" under the discretion of the following years Executive.
(B) In view of the above, the President is to name a minimum of four Charities, of which the Board of Directors will choose one or more for a donation and the required tax receipt will be obtained and held by the Treasurer and be presented to the Auditor. The purpose of this By-Law is to ensure that the "Transportation Club of Hamilton" retains a Non-Profit position as defined in the income Tax Act.
CONSTITUTION AND BY-LAWS ORGANIZED NOVEMBER 12, 1925
1st Revision November 12, 1939
2nd Revision May 12, 1949
3rd Revision October 8, 1952
4th Revision November 13, 1958
5th Revision January 1, 1979
6th Revision January 1, 1982
7th Revision January 2, 1988
8th Revision June 11, 1992
9th Revision February 9, 1995
10th Revision January 1, 2001
11th Revision January 1, 2005
