Retail Advertising and Marketing Club Canada

(a) Individual members
(b) Corporate members
(c) Honorary Members
(d) Sponsors

3.2 INDIVIDUAL MEMBER — Those eligible to become an INDIVIDUAL MEMBER shall be individuals desiring to advance the objectives of the Association. Each Individual Member shall have all the rights and benefits of a Member and as such shall have one vote in the affairs of the Association as prescribed by the bylaws and shall be entitled to benefits of full membership.

3.3 CORPORATE MEMBER — Those eligible to become members shall be corporations with individuals desiring to advance the objectives of the Association. The Corporation upon applying may designate a specific number of representatives within their corporate membership. Each representative shall have one vote in the affairs of the Association as prescribed by the bylaws and shall be entitled to benefits of full membership. The membership remains the property of the corporation.

3.4 HONORARY MEMBER — Honorary Members shall be such persons as the Association's Board of Directors shall elect as such and shall be limited to persons who have made a worthwhile contribution to the objects of the Association or the retail advertising industry. Shall be eligible for all rights and benefits of membership as in 3.2.

3.5 SPONSORS — Companies requested by the Association's Board of Directors to be sponsors who desire to advance the objectives of the Association. The number of sponsors shall be limited to seven or any number the Board shall determine from time to time. Each sponsor will exclusively represent one type of business within the determined number of sponsors at any one time. Each sponsor shall:

• receive recognition on Association letterhead and at each dinner presentation
• shall be a feature sponsor at one presentation annually
• shall have one representative who will be a Director of the Association
• shall have one free individual membership and all rights of membership as per 3.2.

3.6 ADMISSION TO MEMBERSHIP — Membership shall be by application directed to the Chair and admission to Membership shall be granted by the Board of Directors, a subcommittee thereof or by the Chair as the Board's nominee as the Board shall from time to time determine.

3.7 RESIGNATION OF MEMBERSHIP — Members in any category may relinquish their membership at any time by giving written notice to the Chair of their termination of Membership.

3.8 RESCISSION OF MEMBERSHIP — The Board of Directors by a two-thirds vote may rescind any Membership for acts or omissions deemed by the Board not to be in the best interests of the Association.

3.9 MEMBERSHIP DUES — Dues for each category of membership shall be determined from time to time by a quorum of the Board of Directors.

4.2 At every Annual Meeting, in addition to any other business that may be transacted, the report of the Board of Directors, the financial statement and the report of the auditors shall be presented. A Board of Directors shall be elected for the ensuing year.

4.3 Special Meetings may be called by the Board of Directors, or shall be called by written application of 10% of the members to the Board of Directors. Such a meeting shall be called within ninety (90) days of said application, and notice of such meeting shall be sent to all members at least twenty (20) days in advance. Notice of any meeting where special business will be transacted should contain sufficient information to permit the member to form a reasoned judgment on the decision to be taken.

4.4 Twenty (20) members personally present shall constitute a quorum at any meeting of the Association.

4.5 At all meetings of members of the corporation, every question shall be determined by a majority of votes otherwise specifically provided by status or by these bylaws.

4.6 Every member of the corporation shall file with the Chair, or his duly authorized agent, of the corporation an instrument in writing appointing an individual to act as its Proxy. Proxies must be received by the Chair, or his duly authorized agent, twenty-four (24) hours prior to the General or Special Meeting of members for which it is applicable. The proxy so appointed shall be entitled to represent and vote on behalf of such members at such meeting and to sign waivers, resolutions, and any other instrument for and on behalf of such member. A form of proxy or a reminder of the right to use a proxy should be attached to the notice of meeting going to all voting members.

4.7 Each question shall be decided in the first instance by a show of hands, except that any member may call for a written ballot on any issue, and if approved by a majority of the members present, to be determined by a show of hands, the voting shall be conducted in such a manner.

4.8 The usual order of business determined by parliamentary procedure shall govern the conduct of all meetings. In all matters not governed by Bylaws, procedure shall be in accordance with Bourinot's Rules of Order.

At the first meeting of members, to be held within twelve (12) months from date of incorporation, the Board of Directors then elected shall replace the provisional directors named in the Letters Patent of the corporation.

5.2 The Association shall be managed by a Board of Directors consisting of not less than ten or more than thirty-one directors. The number of elected directors shall be determined by the membership of the Association acting at the annual meeting on the recommendation of the Board of Directors.

5.3 A vacancy in the Board of Directors, however caused, may continue so long as a quorum of the Board of Directors remain in office, and save as otherwise herein provided (5.13) be filled for the unexpired term by the Board of Directors from among the members of the Association.

5.4 QUORUM AND VOTING — Six of the directors, of whom two must be officers, shall form a quorum for the transaction of business. Questions arising at any meeting of directors shall be decided by a majority of votes. Proxy voting shall not be allowed.

5.5 The officers of the Association shall be the Chair, Vice-Chair, Treasurer, and Past Chair, and any such other officers as the Board of Directors may determine.

5.6 The Chair shall appoint committee chairpersons from the duly elected members of the Board of Directors.

5.7 The Board of Directors may hold its meetings in such place or places within or without Canada as the Board may from time to time determine. Meetings of the Board shall be held on written request filed by the Chair or one-third or more of the members of the Board of Directors. Notice of any such meeting shall be given, other than by mail, to each director not less than two days (exclusive of the day on which notice is given out but inclusive of the day for which notice is given) before the meeting is to take place; provided always that meetings of the Board of Directors may be held at any time without formal notice if all the directors are present or those absent have waived notice or have signified their consent in writing by e-mail, mail or fax addressed to the Chair to the meeting being held in their absence. Notice shall be sent at least (fourteen)14 days prior to the meeting. Notice of any meeting or any irregularity in any meeting or the notice thereof may be waived by any director. Each director is authorized to exercise one (1) vote.

If all the directors of the Corporation consent thereto generally or in any respect of a particular meeting, a director may participate in a meeting of the Board or of a committee of the Board by means of such conference telephone or other communications facilities as permit all persons participating in the 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 the 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.

For the first meeting of the Board of Directors to be held following the election of Directors at an annual or special general meeting of members or for a meeting of the Board of Directors at which a director is appointed to fill a vacancy in the Board, no notice of such meeting shall be necessary to the newly elected or appointed director or directors in order to legally constitute the meeting provided a quorum of directors is present.

5.8 Any action required, or permitted to be taken at any meeting of the Board may be taken without a meeting if a written consent thereto is signed by all of the Directors and filed with the records of the Minutes of the Board. Such consent shall be treated as a vote for all purposes.

5.9 Officers and Directors shall be elected annually to hold office for three (3) years. The whole Board shall be elected at each annual meeting and retiring members shall be eligible for re-election if otherwise qualified. Officers shall be subject to removal by resolution of the Board of Directors at any time.

5.10 Any member may be nominated for any position on the Board of Directors by any other Member, provided such nomination has the concurrence in writing of the nominee.

5.11 Nominations may be made to the Membership Committee more than 90 days prior to the date of the election, or in writing to the date of the election or on the floor of the Annual Meeting prior to the closing of nominations.

5.12 Except as provided in 5.3, the election of members to the Board of Directors, if not by acclamation, shall be by written ballot at a regular session of the Annual Meeting. Notice of the time and place of the election shall be included in the notice of the meeting.

5.13 The office of director shall be automatically vacated:

(a) if a director shall resign his office by delivering a written resignation to the Chair of the corporation;
(b) if he is found by a court to be of unsound mind;
(c) if he becomes bankrupt or suspends payment or compounds with his creditors;
(d) if at a special general meeting of members a resolution is passed by two-thirds of the members present at the meeting that he be removed from office;
(e) on death; 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 a member of the corporation.

6.2 The Board of Directors may authorize or provide for:

(a) payment of reasonable travelling and other expenses properly incurred by members of the Board of Directors in connection with the affairs of the Association.

(b) Payment of reasonable travelling and other expenses of any member of the Association appointed by the Chair or Board of Directors to represent the Association on boards and committees of other organizations, or performing tasks on behalf of the Association upon the direction of the officers, directors or members of the staff of the Association.

6.3 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.

7.2 CHAIR — The Chair shall preside at all meetings of the Association and of the Board of Directors and perform the other duties usual to the office. He/she shall call meetings of the Board of Directors at his/her discretion or by request by four or more members of the Board. He/she may appoint special committees, subject to approval of the Board, as the occasion may require.

7.3 VICE-CHAIR — The Vice-Chair shall act and perform the duties of the Chair during the latter's absence from any meeting of the Association or Board of Directors, or by vote of the Board of Directors in case of disability of the Chair, and shall assist the Chair in the conduct of his/her office.

7.4 PAST-CHAIR — The Past Chair shall act and perform the duties of the Chair during the absence of both the Chair and Vice-Chair from any meeting of the Association or Board of Directors and shall assist the Chair in the conduct of his/her office.

7.5 TREASURER — The Treasurer shall receive and disburse the funds and supervise the financial affairs of the Association, in accordance with the provisions of these bylaws and approve expenditures as provided by resolution of the Board of Directors. The Treasurer may designate a staff member as his/her official agent for such duties as the Board of Directors may approve within the limitations of the budget established by the Board of Directors. The Treasurer shall serve as Chair of the Finance Committee. The Treasurer will also oversee secretarial matters, such as keep the minutes and records of meetings as required, conduct the correspondence of the Association and perform such official duties as are generally performed by the secretary of an organization. Again, the Treasurer may, with the approval of the Board of Directors, designate a staff member as his/her official agent for any of such duties as it may be determined are more readily performed by the Association staff.

7.6 COMMITTEE CHAIRPERSONS shall preside over the respective committees and direct their actions to achieve the aims of the committee. The committee chairpersons shall be appointed or removed by the Chair and shall hold office for one year or until their successors are duly appointed. Chairpersons of committees may act as a committee of one, or may select additional members of the Association to be members of the committee. Composition of committees is at the discretion of the committee chairperson and any member may be removed by the chairperson.

8.2 The FINANCE COMMITTEE under the guidance of the Treasurer, shall prepare a budget for submission to the Board of Directors, and shall investigate and report upon financial matters requested by the Board of Directors.

8.3 Additional committees may be provided for by the Board of Directors or by the members at an Annual Meeting to carry out such tasks as may be prescribed. The Chairperson of the Committee shall be named at the time the committee is authorized.

9.2 A notice or other document so sent by post shall be held to be given at the time when the same was deposited in a post office or public letter box as aforesaid, or if telegraphed shall be held to be given when the same was handed to the telegraph company or its messenger.

9.3 In the absence of evidence to the contrary, the declaration of the Chair that notice has been given of any meeting shall be sufficient evidence of the giving of such notice.

9.4 No accidental error or omission in giving notice of any Board of Directors, Annual or Special Meeting or any adjourned meeting of the Association 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.

12.2 The directors may from time to time determine whether and to what extend and at what time and place and under what conditions or regulations the books and registers and books of account and accounting records of the Association or any of them shall be open to the inspection of members, and no member shall have any rights to inspect any account or book or document of the Association except as conferred by statute or authorized by the Board of Directors or by a resolution of the members in general meeting.

14.2 The corporate seal of the Association may when required be affixed to contracts, documents and instruments in writing signed as aforesaid or by any officer or officers, person or persons, appointed as aforesaid by resolution of the Board of Directors.

14.3 The term "contracts, documents or instruments in writing" as used herein shall include deeds, mortgages, hypothecs, charges, conveyances, transfers and assignments of property real or personal, immovable or movable, agreements, releases, receipts and discharges for the payment of money or other obligations, conveyances, share warrants, stocks, bonds, debentures, or other securities and all paper writings.

14.4 In particular without limiting the generality of the foregoing (a) the Chair or Vice-Chair or the Treasurer or (b) any two directors or person or persons as designated by the Board of Directors shall have authority to sell, assign, transfer, exchange, convert or convey any and all securities owned by or registered in the name of the Association and to sign and execute (under the corporate seal of the Association or otherwise) all assignments, transfers, conveyance, powers of attorney and other instruments that may be necessary for the purpose of selling, assigning, transferring, exchanging, converting or conveying any such shares, stocks, bonds, debentures, rights, warrants or other securities.

(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, by whomsoever brought or in respect of any act, deed, matter or 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;

(b) all other costs, charges and expenses which he or she sustain or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his or her own wilful neglect or default.