SEPAK TAKRAW ASSOCIATION OF CANADA INC. (STAS)
CONSTITUTION & BY-LAWS
1. CORPORATE SEAL
The seal, an impression whereof is stamped here, shall be the seal of STAC.
2. HEAD OFFICE
Until changed in accordance with the Act, the Head Office of STAC shall be in the City of Regina, in the Province of Saskatchewan.
It was the Lao people who first brought Sepak Takraw to Canada when they immigrated here as refugees in the 1970’s. The game started getting exposure outside the Lao communities when Saskatchewan teacher, Rick Engel, who encountered Sepak Takraw while living in Asia, included it in Asian Sport, Education & Culture (ASEC) International’s School Presentation Program. Sepak Takraw was so well received by schools that it became part of ASEC’s mandate to help introduce, promote and organize the sport right across the country. Then in May, 1998, after getting many schools playing Sepak Takraw, and by networking with experienced players, ASEC International organized the first Canadian inter-provincial tournament to include men’s, boys and girls teams. By the end of 1998, Engel was sent to Bangkok, Thailand to film at the 14th King’s Cup Sepak Takraw World Championships – the footage of which was used to produce a great promotional/instructional Sepak Takraw Video/DVD. On December 11, 1998 the Sepak Takraw Association of Canada (STAC) was officially incorporated with Letters Patent # 356643-9 assigned by the Canadian Ministry of Industry to organize and govern the sport in Canada. Its office was set up in Regina, SK, where there are experienced players and organizational support, and where it could share the resources and office space of the already established ASEC International, a committee from which eventually became “Sepak Takraw Saskatchewan Inc.” On December 3, 2000, Sepak Takraw became an official class E member of the Canadian Olympic Committee.
4.1. The “Corporation” means SEPAK TAKRAW ASSOCIATION OF CANADA INC. (STAC).
4.2. The “Directors”, “Board” and “Board of Directors” means the directors of the Corporation for the time being.
4.3. The headings used in the bylaws are inserted for reference only and are not to be considered in constructing the terms thereof or to be deemed in any way to clarify, modify, or explain the effect of any such terms.
4.4. All terms contained in the bylaws and which are defined in the Act shall have the meanings given to such terms in the Act.
4.5. “Member” means Free Individual Member, Free School Member, Team Member, Club I Member, Club II Member, and/or Provincial Sport Governing Body (PSGB) Member.
The Corporation’s mission is to develop awareness, interest, and all levels of participation by ALL in the sport of Sepak Takraw in Canada through the creation, promotion and advancement of quality instructional materials, leadership, programming and services, while also advancing diversity in sports.
The Objectives of the Corporation are:
6.1. To introduce, promote and organize the sport of Sepak Takraw throughout Canada, province by province, by providing direct and indirect contact, support, expertise and cooperation with local schools, associations, clubs and institutions;
6.2. To help regional clubs, leagues and institutions organize their own provincial Sepak Takraw Associations, which would form the growing Active Membership and Board of Directors of STAC;
6.3. To be the singular, authoritative, national organizational body that is responsible for the control of all aspects of the sport of Sepak Takraw in and across Canada at provincial, national and international levels;
6.4. To be actively involved in the preparation, publication and distribution of coaching, training and refereeing support materials for Sepak Takraw in Canada;
6.5. To organize and prepare national men’s and women’s teams that would compete for Canada in international Sepak Takraw tournaments throughout the world;
6.6. To ensure that only the highest standards of good sportsmanship and excellence are upheld and practiced by all participants (teams, players, coaches, officials, managers and administers) in the sport of Sepak Takraw;
6.7. To emphasize player safety in the sport of Sepak Takraw through sound coaching, training, techniques and equipment;
6.8. To ensure that the traditions and culture surrounding the sport of Sepak Takraw are maintained.
Membership in STAC is available through six sub-categories under in two main categories:
7.1. ACTIVE MEMBER:
7.1.1. An Active Member is defined as a PAID Team, Club Level I, Club Level II, or Provincial Sports Governing Body (PSGB) accredited by a ¾ vote of the STAC Board of Directors and is in good standing. Accreditation and standing of such members will be reviewed annually at the STAC Annual General Meeting.
7.1.2. An Active Member must be active in offering a variety of participant opportunities throughout their geographical area and must have a minimum of 3 – 5 registered players for a Team Member, 12 registered players for a Club Level I Member, 24 registered players for a Club Level II Member, and 50 registered individual members for a PSGB, to be accredited as an Active Member. Any individual registered into their local Sepak Takraw programs or tournaments will automatically be regarded as a member of their association for that program year.
7.1.3. An Active Member must have paid its membership fees for the current year to be considered in good standing with STAC.
7.1.4. Membership fees shall be dictated by a formula that is based primarily on each region's own membership and the population base. The STAC Board of Directors may set the formula for the assigning of fees as deemed necessary and may change from time to time.
7.1.5. The STAC office will come to the Annual General Meeting every year with a proposed operating budget that will divide designated monies equally among PSGB Members.
7.1.6. The Active Members of STAC, acting as agents of STAC, shall register all individuals, teams, organizations or groups according to classifications, procedures, and at set costs, as delineated by STAC. For purposes of registration, there shall be an INDOOR Sepak Takraw season and an OUTDOOR Sepak Takraw season.
7.1.7. New Active Memberships will be considered when an application for Membership is submitted; along with proof of the appropriate amount of registered members and of a variety of participant opportunities, 60 days prior to the STAC Annual General Meeting.
7.1.8. Active Members are responsible for carrying out the policies and procedures of STAC as designated and with the intent established by the STAC Board of Directors without any remuneration from STAC for their services except for authorized expenses.
7.1.9. Any member may withdraw from STAC by delivering to the corporation a written resignation and lodging a copy of the same with the secretary of STAC.
7.1.10. Any member may be required to resign by a vote of three-quarters (3/4) of the members at an annual meeting.
7.1.11. Once a paid Team, Club Level I, Club Level II, or Provincial Sports Governing Body (PSGB) is formed in accordance with the National standards and policies, the following will be the criteria for establishing VOTING PRIVILEGES (Motion 05/01/99):
126.96.36.199 All players, coaches, referees, volunteers, and other participants must complete a local, regional, provincial or national registration form, a copy of which must be accessible to the STAC Office upon request.
188.8.131.52 Provinces shall receive ONE vote for up to 24 members, TWO votes for 25 – 99 members, THREE votes for 100 – 499 members, and FOUR votes for 500 or more members.
7.1.12. The GENERAL BENEFITS of Active Membership are:
184.108.40.206 Active Members have the right to vote at the STAC Annual General Meetings. The number of individuals or votes that will represent a region or province will be 1- 4, depending on local involvement. The STAC Board of Directors may set the formula for the assigning of votes as deemed necessary, and may change from time to time.
220.127.116.11 Any person that is registered as an Active Member is eligible to be considered for the office of STAC Regional Director for their region, and it is the Regional Directors who make up the STAC Board of Directors.
18.104.22.168 Active Member organizations will have direct access to materials, support, training (coaching, refereeing, running tournaments, etc.) and certification in the sport of Sepak Takraw, and will be made aware of any changes to rules, etc.
22.214.171.124 Active Members will have direct communication links to other organizations and Sepak Takraw programs throughout Canada.
126.96.36.199 Active Member organizations will be able to set up their insurance under the umbrella of STAC.
7.1.13. The SPECIFIC BENEFITS of Each Sub-Category of Active Membership are:
188.8.131.52 TEAM MEMBER (up to 5 individuals), $60/YEAR (subject to change as board deems necessary):
184.108.40.206.1 Free access to Sepak Takraw Bulletins and Newsletters posted on STAC web site;
220.127.116.11.2 Free access to the forums, club location guide, and all other features that will become active when the STAC website is completed;
18.104.22.168.3 Free posting and maintenance of contact information on the STAC website to attract new members and networking;
22.214.171.124.4 10% discount off regular retail prices of Sepak Takraw equipment, instructional materials, apparel and novelty merchandise from STAC in membership year;
126.96.36.199.5 ONE free Takraw ball of choice from STAC’s available stock in membership year.
188.8.131.52 CLUB LEVEL I, $200/YEAR (fee subject to change as board deems necessary):
184.108.40.206.1 Free access to Sepak Takraw Bulletins and Newsletters posted on STAC web site;
220.127.116.11.2 Free access to the forums, club location guide, and all other features that will become active when the STAC website is completed;
18.104.22.168.3 Free posting and maintenance of contact information on the STAC website to attract new members and networking;
22.214.171.124.4 15% discount off regular retail prices of Sepak Takraw equipment, instructional materials, apparel and novelty merchandise from STAC in membership year;
126.96.36.199.5 THREE free Takraw balls of choice from STAC’s available stock in membership year;
188.8.131.52.6 NINE official STAC medals (3 each of gold, silver, and bronze) in membership year;
184.108.40.206.7 A free “@takrawcanada.com” email address for the club;
220.127.116.11.8 Club Teams/Players are eligible for playing in official STAC-sanctioned regional and national competitions, as well as for national team selection (as long as they participated in the current year’s national tournament).
18.104.22.168 CLUB LEVEL II, $400/YEAR (fee subject to change as board deems necessary):
22.214.171.124.1 Free access to Sepak Takraw Bulletins and Newsletters posted on STAC web site;
126.96.36.199.2 Free access to the forums, club location guide, and all other features that will become active when the STAC website is completed;
188.8.131.52.3 Free posting and maintenance of contact information on the STAC website to attract new members and networking;
184.108.40.206.4 20% discount off regular retail prices of Sepak Takraw equipment, instructional materials, apparel and novelty merchandise from STAC in membership year;
220.127.116.11.5 FIVE free Takraw balls of choice from STAC’s available stock in membership year;
18.104.22.168.6 TWELVE official STAC medals (4 each of gold, silver, and bronze) in membership year;
22.214.171.124.7 A free “@takrawcanada.com” email address for the club;
126.96.36.199.8 Club Teams/Players are eligible for playing in official STAC-sanctioned regional and national competitions, as well as for national team selection (as long as they participated in the current year’s national tournament).
188.8.131.52 PROVINCIAL SPORT GOVERNING BODY (PSGB):
184.108.40.206.1 Free access to Sepak Takraw Bulletins and Newsletters posted on STAC web site;
220.127.116.11.2 Free access to the forums, club location guide, and all other features that will become active when the STAC website is completed;
18.104.22.168.3 Free posting and maintenance of contact information on the STAC website to attract new members and networking;
22.214.171.124.4 Wholesale purchasing of Sepak Takraw equipment, instructional materials, apparel and novelty merchandise directly from NETPRO SPORTS INC. (national supplier/manufacturer), and re-selling to members (as a fund-raising source of revenue);
126.96.36.199.5 TEN free Takraw balls of choice from STAC’s available stock in membership year;
188.8.131.52.6 Paid, registered Teams/Players are eligible for playing in official STAC-sanctioned regional and national competitions, as well as for national team selection (as long as they participated in the current year’s national tournament).
184.108.40.206.7 Annual funding from STAC to help with provincial program development and operational costs, the amount of which shall be based on a formula that considers number of members and population base, set by the board of directors as deemed necessary and may change from time to time. This is also dependant on the amount of funding that STAC able to acquire for this purpose, as well as the ability of the PSGB to show that they are truly developing and growing the Sepak Takraw in their region.
7.2. HONORARY MEMBER
7.2.1. Honorary Members are defined to be officers of STAC (volunteer or professional), members or former members of national teams and any individual or group deemed to be deserving by a 2/3 vote of the STAC Board of Directors.
7.2.2. An Honorary Member is not required to pay any fee as such, but is not eligible to vote at the STAC Annual General Meeting.
7.2.3. The SPECIFIC BENEFITS of Each Sub-Category of Honorary Membership are:
220.127.116.11 FREE INDIVIDUAL MEMBER:
18.104.22.168.1 Free access to Sepak Takraw Bulletins and Newsletters posted on STAC web site;
22.214.171.124.2 Free access to the forums, club location guide, and all other features that will become active when the STAC website is completed.
126.96.36.199 FREE SCHOOL MEMBER:
188.8.131.52.1 Free access to Sepak Takraw Bulletins and Newsletters posted on STAC web site;
184.108.40.206.2 Free access to the forums, club location guide, and all other features that will become active when the STAC website is completed;
220.127.116.11.3 Free posting and maintenance of contact information on the STAC website to attract new members and networking.
8. MEETINGS OF MEMBERS
8.1. Conduct meetings as per Robert's Rules of Order.
8.2. The Annual General Meeting of STAC shall be held within 90 days after the end of the fiscal year, in a city and at a time so designated by the Board of Directors.
8.3. Whenever possible, the Annual General Meeting shall be held at the Annual National Tournament.
8.4. Every province participating in the Annual National Tournament will automatically receive at least one vote at that year's Annual General Meeting.
8.5. At every Annual General Meeting, in addition to any other business that may be transacted, the Directors’ Annual Report, the year’s Financial Statement and the Auditor’s Report shall be presented, and the auditor for the ensuing year shall be appointed. The members may consider and transact any business either special or general at any meeting of the members.
8.6. The Board of Directors shall call a special general meeting of members on written requisition by an Officer or by Regional Directors carrying not less than 1/3 of the voting rights.
8.7. Members present in person or via telephone conference call, web cam or email at a meeting shall constitute a quorum.
8.8. Thirty (30) days' written notice shall be given to each voting member of any annual or special general meeting of members. Notice of any meeting where special business will be transacted shall contain sufficient information to permit the member to form a reasoned judgment on the decision to be taken.
8.9. Notice of each meeting of members shall remind the members that they have 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 proxy holder to attend and act at a specific meeting of members, in the manner and to the extent authorized by the proxy. A proxy holder must be a member of STAC.
8.10. A majority of the votes cast by the Active Members present and carrying voting rights shall determine the questions in meetings except where the vote or consent of a greater number of members is required by the Act or these By-laws.
8.11. Each Regional Director may invite up to two additional persons that they deem advisable to have present to represent the interests of the Active Member at special meetings of the STAC Board of Directors. These guests may speak to issues under discussion at the discretion of the chair, but may not vote or make motions in the meeting (only the STAC Regional Directors or their designates may do so).
8.12. Motions at STAC Annual General Meetings may be made by any registered Active Member present at the meeting, but only the STAC Regional Directors may vote.
8.13. 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 STAC 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 STAC.
9. BOARD OF DIRECTORS
9.1. The property and business of STAC shall be managed by a Board of Directors, comprised of a minimum of three directors. Directors must be individuals, 18 years of age, with power under law to contract.
9.2. The applicants for incorporation shall become the first directors of STAC, whose term of office on the Board of Directors shall continue until their successors are elected.
9.3. Each province's Regional Director (who serves on the STAC Board of Directors) shall be selected by their respective Active Members of STAC in the manner of its choosing for a period of its choosing. Active Members must notify the STAC Board of Directors in writing of any changes in the STAC Regional Director selected to represent their region.
9.4. The office of director shall be automatically vacated:
9.4.1. if, at a special general meeting of STAC members, a resolution is passed by the members present at the meeting that he/she be removed from office;
9.4.2. if a director has resigned the office by delivering a written resignation to the Secretary of STAC;
9.4.3. if he/she is found by a court to be of unsound mind;
9.4.4. if he/she becomes bankrupt or suspends payment or compounds with his/her creditors;
9.4.5. on death;
9.5. Provided that if any vacancy shall occur for any reason in this paragraph contained, the Board of Directors by majority vote, may, by appointment, fill the vacancy with an Active Member of STAC.
9.6. 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/her in the performance of his/her duties. Nothing herein contained shall be construed to preclude any director from serving STAC as an officer or in any other capacity and receiving compensation therefore.
9.7. 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.
10. POWERS OF DIRECTORS
10.1. The directors of STAC may administer the affairs of STAC in all things and make or cause to be made for STAC, in its name, any kind of contract which STAC may lawfully enter into and, save as hereinafter provided, generally, may exercise all such other powers and do all such other acts and things as STAC is by its charter or otherwise authorized to exercise and do.
10.2. The directors shall have power to authorize expenditures on behalf of STAC from time to time and may delegate by resolution to an officer or officers of STAC 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 STAC in accordance with such terms as the board of directors may prescribe.
10.3. The Board of Directors is hereby authorized, from time to time:
10.3.1. to borrow money upon the credit of STAC, from any bank, corporation, firm or person, upon such terms, covenants and conditions at such times, in such sums, to such an extent and in such manner as the Board of Directors in its discretion may deem expedient;
10.3.2. to limit or increase the amount to be borrowed;
10.3.3. to issue or cause to be issued bonds, debentures or other securities of STAC and to pledge or sell the same for such sums, upon such terms, covenants and conditions and at such prices as may be deemed expedient by the Board of Directors;
10.3.4. to secure any such bond, debentures or other securities, or any other present or future borrowing or liability of the company, by mortgage, hypothec, charge or pledge of all or any currently owned or subsequently acquired real and personal, movable and immovable, property of STAC, and the undertaking and rights of STAC.
10.4. The Board of Directors shall take such steps as they may deem requisite to enable STAC 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 STAC.
10.5. The Board of Directors may appoint such agents and engage such employees as it shall deem necessary from time to time and such persons shall have such authority and shall perform such duties as shall be prescribed by the Board of Directors at the time of such appointment.
10.6. 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.
11. MEETINGS OF THE BOARD OF DIRECTORS
11.1. Meetings of the board of directors may be held at any time and place to be determined by the directors provided that 30 days written notice of such meeting shall be circulated to each director. 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 Board of Directors or any adjourned meeting of the Board of Directors of STAC shall invalidate such 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.
11.2. A majority of directors in office, from time to time, but no less than two directors, shall constitute a quorum for meetings of the Board of Directors. Any meeting of the Board of Directors at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions by or under the by-laws of STAC.
12. INDEMNITIES TO DIRECTORS AND OTHERS
12.1. Every director or officer of STAC or other person who has undertaken or is about to undertake any liability on behalf of STAC 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 STAC, from and against:
12.2. 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 of thing whatsoever, made, done or permitted by him, in or about the execution of the duties of his office or in respect of any such liability;
12.3. All other costs, charges and expenses which such director, officer or other person sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by such person’s own willful neglect or default.
13.1. The officers of STAC shall be a President and any such other officers as the Board of Directors may by By-law determine. Any two offices may be held by the same person.
13.2. The President shall be elected at an annual meeting of members by secret ballot (the first President shall be elected out of the founding directors and shall hold a two-year term). Officers other than president of STAC shall be appointed by resolution of the Board of Directors at the first meeting of the Board of Directors following an Annual General Meeting of members.
13.3. The officers of STAC shall hold office for a term of 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.
13.4. There shall be no limit in the number of terms an individual may hold elected office with STAC.
13.5. Any registered Active Member is eligible to hold elected office with STAC, but to be included on the ballot for election an individual must be nominated by their representative (STAC Regional Director) and confirm their willingness to stand for election.
13.6. Professional staff and Regional Directors shall be excluded from holding elected office with STAC, however, should a Regional Director be elected or appointed to a STAC office and they would like to fill the office, they can do so upon resignation of their Regional Director position.
14. DUTIES OF OFFICERS
14.1. The President shall be the chief executive officer of STAC. He/she shall preside at all meetings of STAC and of the Board of Directors. He/she shall handle all general and active management affairs of STAC. He/she shall see that all orders and resolutions of the Board of Directors are carried into effect.
14.2. The duties of all other officers of STAC shall be such as the terms of their engagement call for or the Board of Directors requires of them.
15. BOARD OF DIRECTORS EXECUTIVE COMMITTEE
15.1. There shall be an Executive Committee composed of Directors (except for the President, who is an Officer and who shall preside at all meetings of the Executive Committee) who shall be appointed by the STAC Board of Directors. The Executive Committee shall exercise such powers as are authorized by The Board of Directors. Any Executive Committee member may be removed by a majority vote of the Board of Directors. Executive Committee board members shall receive no remuneration for serving as such, but are entitled to reasonable expenses incurred in the exercise of their duty.
15.2. The Executive Committee shall consist of President, Vice President, Secretary, Treasurer or Secretary/Treasurer and any other positions that the STAC Board of Directors deems necessary.
16. DUTIES OF EXECUTIVE COMMITTEE
16.1. The duties of the President are outlined in item 14.1 above.
16.2. 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.
16.3. The Secretary may be empowered by the Board of Directors, upon resolution of the Board of Directors, to carry out his/her affairs of STAC 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/she 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/she shall be. He/she shall be custodian of the seal of STAC, which he/she shall deliver only when authorized by a resolution of the Board of Directors to do so and to such person or persons as may be named in the resolution.
16.4. The Treasurer shall have the custody of the funds and securities of STAC and shall keep full and accurate accounts of all assets, liabilities, receipts and disbursements of STAC in the books belonging to STAC and shall deposit all monies, securities and other valuable effects in the name and to the credit of STAC in such chartered bank of trust company, or, in the case of securities, in such registered dealer in securities as may be designated by the Board of Directors from time to time. He/she shall disburse the funds of STAC as may be directed by proper authority taking proper vouchers for such disbursements, and shall render to the President and Directors at the 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 STAC. He/she shall also perform such other duties as may from time to time be directed by the Board of Directors.
16.5. Meetings of the Executive Committee shall be held at any time and place to be determined by the members of such committee provided that forty-eight (48) hours written and/or spoken notice of such meeting shall be given. No less than two (2) members of such committee shall constitute a quorum. No error or omission in giving notice of any meeting of the executive committee or any adjourned meeting of the executive committee of the corporation shall invalidate such meeting or make void any proceedings taken thereat and any member of such committee may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat.
17. STAC COMMITTEES
17.1. The Board of Directors may appoint special committees whose members will hold their offices at the will of the Board of Directors. The directors shall determine the duties of such committees and may fix by resolution, any remuneration to be paid if need be.
17.2. The Standing Committees of STAC shall be as follows:
17.2.1. Technical Committee
17.2.2. Sport Development Committee
17.2.3. National Team/National Tournament Committee
17.2.4. Marketing & Public Relations Committee
17.2.5. Finance Committee
17.3. Standing Committees shall consist of a Chairperson and at least two (2) members. The Chairperson shall be appointed annually by the STAC Board of Directors at the STAC Annual General Meeting. Other members of each committee shall be appointed by their respective Chairpersons. Any individual deemed competent, and willing to uphold the objects of STAC, by the committee Chairperson may sit on a STAC committee.
17.4. The Financial Committee will consist of the President, Vice President of Operations and Treasurer.
17.5. The President, with approval of the Board of Directors, or the Board of Directors shall provide the terms of reference of all committees (Standing or Special) of STAC. These terms of reference shall be reviewed and ratified annually at the STAC Annual General Meeting.
17.6. Each committee (Standing or Special) shall establish operating policies and procedures to satisfy the terms of reference of the committee and shall produce these policies and procedures in writing for the STAC Board of Directors. Each committee shall also file a written report for each STAC Board of Directors Meeting and the STAC Annual General Meeting. In addition, each committee shall produce a written plan and budget for activities anticipated annually for use by the STAC Board of Directors in budgeting and planning.
17.7. The Chairperson or a member of a Standing or Special Committee may be removed from their position by the President with immediate referral to the STAC Board of Directors for ratification or by the STAC Board of Directors for just cause.
17.8. The professional staff or officers of STAC shall be ex officio members of all Standing and Special Committees and act as recording secretary as well as making available the services and facilities of the national office for committee communication, administration and operation.
18. FISCAL YEAR
18.1. The fiscal year of the Corporation shall be April 1 to March 31 of each year, the end of which time the accounts shall be balanced and an audited financial statement prepared.
19. FINANCIAL DISCLOSURE
19.1. The funds of the Corporation shall at all times be placed in a bank, trust, or credit union account in the name of the Corporation.
19.2. The outgoing Treasurer shall ensure that the authority for all funds, statements, and records are transferred to the incoming Treasurer no later than fourteen (14) days after the Annual General Meeting, or after such change in position is made.
19.3. The Treasurer shall at all times cooperate to the fullest extent with the auditor, or any member appointed for auditing purposes by the Board of Directors.
19.4. The signing officers of the Corporation shall be the President, Treasurer, and Secretary.
19.5. All negotiable financial instruments must be signed by ANY TWO of the signing officers, one of which must be the Treasurer.
19.6. A director, officer, or Member of the Corporation shall not make any financial commitment on behalf of the Corporation unless the commitment has been approved by the Board of Directors, and identified in the budget.
19.7. The Corporation shall be carried on without purpose of gain for its members, and any profits or other accretions to the Corporation shall be used solely to carry out its objectives.
19.8. The Directors shall approve the financial statements and shall evidence their approval by the signature of two Directors, one of whom must be the Treasurer. No annual financial statement shall be released unless it has the Directors’ approval and is accompanied by the Auditor’s Report.
19.9. The Corporation shall, not less than 15 days before each Annual General Meeting, send a copy of its Financial Statements and Auditor’s Report to each member and to Industry Canada, as required.
20. EXECUTION OF DOCUMENTS
20.1. The Directors shall have the power from time to time, by resolution, to appoint an officer or officers to sign specific contracts, documents and instruments in writing on behalf of the Corporation.
20.2. Contracts, documents or any instruments in writing requiring the signature of the Corporation must include the signature of the President of the Corporation.
21. LIQUIDATION AND DISSOLUTION
21.1. The remaining property of the Corporation shall, in the course of liquidation and dissolution, be transferred to any charitable corporation that is decided upon by the Board of Directors – after any possible individuals or associations are compensated (if need be) for any outstanding debt or duties/work performed and not yet remunerated if so agreed.