Canadian Naval Memorial Trust
The Canadian Naval Memorial Trust (CNMT) is a non-profit organization made up of more than 1,200 trustees and volunteers. The Trust’s main objective is to preserve HMCS Sackville just as she was in 1944.
Our vision is of a national Canadian Naval Memorial, a testament to those who served at sea in the past, and an inspiration to their successors. The Memorial is embodied in HMCS Sackville, a living symbol of the trials and triumphs of a decisive victory.
MEMORANDUM OF ASSOCIATION OF THE CANADIAN NAVAL MEMORIAL TRUST
The name of the Society is The Canadian Naval Memorial Trust.
The Canadian Naval Memorial Trust owns and operates HMCS SACKVILLE, designated in 1985 by the Government of Canada as Canada’s official naval memorial.
The objects of the Society are:
To sustain appreciation of our national heritage through the preservation and promotion of the contributions made by Canada’s Navy.
To honour those who sacrificed their lives and to remember those who served in the naval service of Canada.
To produce, operate and maintain an Interpretation Centre of Canadian Naval and associated maritime history, with HMCS SACKVILLE as the symbol of national achievement in the Second World War.
To acquire by way of grant, gift, purchase, bequest, devise, or otherwise, real and personal
property and to use and apply such property to the realization of the objects of the Society.
To buy, own, hold, lease, mortgage, sell and convey such real and personal property as may be
necessary or desirable in the carrying out of the objects of the Society.
PROVIDED that all activities conducted by the Society shall be without purpose of gain to any of the members of the Society and that any surplus or any accretions of the Society shall be used solely for the purposes of the Society and the promotion of its objects.
PROVIDED, further, that if for any reason the operations of the Society are terminated, or are wound up, or are dissolved and there remains, at that time, after satisfaction of all its debts and liabilities, any property whatsoever, the same shall be paid to some other charitable organization in Canada, having objects similar to those of the Society.
The activities of the Society are to be carried on at Halifax, Nova Scotia.
The registered office of the Society is at:
The Canadian Naval Memorial Trust
PO Box 99000, Station Forces
Halifax NS B3K 5X5
LIST OF FIRST DIRECTORS OF CANADIAN NAVAL CORVETTE TRUST
The following are to serve as first directors from the date of incorporation until 4 May 1986.
Dated at Halifax, Nova Scotia, this 30th day of April, 1985 A.D.
(Full names, addresses and occupations to be printed or typed).
Edmund C. Bovey, Chairman, 33 York Ridge Road, Willowdale, ON, Executive
Ron S. King, Secretary/Treasurer, 50 Camwood Cres., Don Mills ON, Executive
Alan T. Lambert, 483 Russell Hill Road, Toronto ON, Executive
J. Andrew Fulton, RR#1, Mahone Bay NS, Retired
Andrew C. McMillin, 1221 Queen St., Halifax NS, Retired
Vernon C. Howland, 1 Ravenrock Dr., Halifax NS, Retired
We the several persons whose names, addresses, and occupations are subscribed, desire to be formed into a Society, in pursuance of this Memorandum of Association.
DATED at Halifax this 30th day of April A.D. 1985.
(Original signed and held on file)
BY-LAWS OF THE CANADIAN NAVAL MEMORIAL TRUST
1. In these by-laws unless there be something in the subject or context inconsistent therewith
(a) “Society” means The Canadian Naval Memorial Trust.
(b) “Registrar” means the Registrar of Joint Stock Companies appointed under the Nova Scotia Companies Act.
(c) “Special Resolution” means a resolution passed by not less than three-fourths of such members entitled to vote as are present in person or, at the discretion of the Board of Directors , through any approved method of remote voting at a meeting for which 30 days notice specifying the intention to propose the resolution as a special resolution has been duly given. A Special Resolution shall be used for all matters considered by the Board to be of material importance to the well being of the Trust.
(d) Wherever any word used in these by-laws expresses a specific gender, it shall be interpreted to denote both genders, thus the words “man”, “he” “his” and “him” shall be read and interpreted to include “woman”, “she”, hers and her as the circumstance may indicate.
2. The subscribers to the Memorandum of Association and such other persons as shall be admitted to membership in accordance to these by-laws, and none others, shall be members of the Society and their names shall be entered in the Register of Members accordingly.
3. For the purposes of registration, the number of members of the Society is unlimited.
4. Any individual, who supports the objects of the “Trust” and who annually contributes the sum established by the Society as a membership fee, which may be changed from time to time, shall be admitted to full membership in the Society and will thereafter be colloquially termed a “trustee”.
5. Every member of the Society shall be entitled to attend any meeting of the Society and to vote at any meeting of the Society and to hold any office .
6. Additionally, the Society may establish different categories of association, which individuals may wish to avail themselves. Members of these associate categories will not be full members of the Society and will not be entitled to a vote.
7. Membership in the Society shall not be transferable.
8. No formal admission to membership shall be required and the entry in the Register of Members, by the Secretary, of the name and address of any individual shall constitute an admission to membership in the Society.
9. Membership in the Society shall cease upon the death of a member, or if, by notice in writing to the Society, he resigns his membership, or if he ceases to qualify for membership in an accordance with these by-laws.
10. The fiscal year of the Society shall be the period from 1 January in any year to 31 December in the same year.
11. The ordinary or annual general meeting (AGM) of the Society shall be held within seven months from the end of each fiscal year of the Society. At the AGM members will be presented with reports on all activities of the Trust of the past year together with financial statements that have been audited by a professional accountant.
12. A semi- annual ordinary or general meeting shall be held within six months of the previous annual general meeting.
13. Special or extraordinary meetings may be called by vote of the Board of Directors at any time to consider a material matter, which must be addressed prior to a semi-annual or annual general meeting
14. A special meeting shall also be called, if requisitioned in writing by at least 25% in number of the Directors or 10% of the members of the Society.
15. Thirty calendar days notice of a meeting, specifying the place, day and hour of the meeting and, in the case of special business, the nature of such business, shall be given to the members. Notice shall be given by posting on the Society’s web site, and by e-mail to those members whose e-mail addresses are on record. Notices to other members shall be given through the post in a prepaid letter addressed to each member at his last known address. Any notice shall be deemed, to have been given at the time when, the letter containing the same would be delivered in the ordinary course of post and in proving such service, it shall be sufficient to prove that the envelope containing the notice was properly addressed and placed in the post office. The non-receipt of any notice by any member shall not invalidate the proceedings at any general meeting.
16. At each ordinary or annual general meeting of the Society, the following items of business shall be dealt with and shall be deemed to be ordinary business:
Minutes of preceding general meeting;
Consideration of the annual report of the directors;
Consideration of the financial statements and the report of the auditors thereon;
Election of directors for the ensuing year; and
Appointment of Auditors.
17. At each semi- annual general meeting of the Society, the following items of business shall be dealt with and shall be deemed to be ordinary business:
Consideration of the year- to -date report of the directors;
Consideration of the current financial situation and following year budget.
18.All other business transacted at an annual or semi-annual general meeting shall be deemed to be special business and all business shall be deemed special that is transacted at an extraordinary general meeting of the Society.
19. No business shall be transacted at any meeting of the Society unless a quorum of members is present at the commencement of such business and such quorum shall consist of twenty (20) members excluding Directors.
If within one-half hour from the time appointed for the meeting, a quorum of members is not present, the meeting, if convened upon the requisition of the members under Article 14, shall be dissolved. In any other case, it shall stand adjourned to such time and place as a majority of the members then present shall direct and if at such adjourned meeting a quorum of members is not present, it shall be adjourned sine die.
20. (a) The Chair of the Board of Directors shall preside as Chair at every general meeting of the Society;
(b) If there is no Chair or if at any meeting he is not present at the time of holding the same, the Vice-Chair shall preside as Chair; and
(c) If there is no Chair or Vice-Chair or if at any meeting neither the Chair nor the Vice-Chair is present at the holding of the same, the members present shall choose someone of their number to be Chair.
21.The Chair shall have no vote except in the case of an equality of votes. In the case of an equality of votes, he shall have a casting vote.
22. The Chair may, with the consent of the meeting, adjourn any meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting, other than the business left unfinished at the meeting from which the adjournment took place, unless notice of such new business is given to the members.
23, At any general meeting, unless a poll is demanded by at least three members, a declaration by the Chair that a resolution has been carried and an entry to that effect in the book of the proceedings of the Society shall be sufficient evidence of the fact, without proof of the number or proportion of the members recorded in favour of or against such resolution.
24. If a poll is demanded in member aforesaid, the same shall be taken in such manner as Chair may prescribe and the result of such poll shall be deemed to be the resolution of the Society in general meeting.
VOTES OF MEMBERS
25. Every member shall have one vote and no more.
26 .Unless otherwise determined by general meeting, the number of directors shall not be less than six or more than eighteen.
27. Any full member of the Society shall be eligible to be elected a director of the Society.
28. Directors shall be elected by the members, from among their number, at an Annual or Semi-Annual Meeting of the Society.
29. At the first ordinary or annual general meeting of the Society and at every succeeding ordinary or annual general meeting, all the directors shall retire from office but shall hold office until the dissolution of the meeting at which their successors are elected and retiring directors shall be eligible for re-election. The past chair, shall preside as chair of the nominating committee of the Society, prepare the slate and nominate for election, the successors to the retiring directors, to the annual general meeting.
30. In the event that a director resigns his office or ceases to be a member in the Society, whereupon his office as director shall ipso facto be vacated, the vacancy thereby created may be filled for the unexpired portion of the term by the Board of Directors from among the members of the Society.
31. The Society may, by special resolution, remove any director before the expiration of the period of office and appoint another person in his stead. The person so appointed shall hold office during such time only as the director in whose place he is appointed would have held office if he had not been removed.
32. Meetings of the Board of Directors shall be held as often as the business of the Society may require and shall be called by the Secretary. A meeting of directors may be held at the close of every annual or semi-annual general meeting of the Society without notice. Notice of all other meetings, specifying the time and place thereof, shall be given either orally or in writing to each director within a reasonable time before the meeting is to take place, but non-receipt of such notice by any director shall not invalidate the proceedings at any meeting of the Board of Directors.
33. No business shall be transacted at any meeting of the Board of Directors unless at least one-third in number of the directors are present or in two-way electronic communication at the commencement of such business.
34. The Chair or, in his absence, the Vice-Chair or, in the absence of both of them, any director appointed from among those directors present shall preside as Chair at meetings of the Board.
35. The Chair shall be entitled to vote as a director and, in the case of an equality of votes, he shall have a casting vote in addition to the vote to which he is entitled as a director.
POWERS OF DIRECTORS
36. The management of the activities of the Society shall be vested in the directors who, in addition to the powers and authorities by these by-laws or otherwise expressly conferred upon them, may exercise all such powers and do all such acts and things as may be exercised or done by the Society and are not hereby or by Statute expressly directed or required to be exercised or done by the Society in general meeting In particular, the directors shall have power to engage a staff and to determine their duties and responsibilities and remuneration. The directors may appoint committees drawn from the Board or the membership, and shall take measures to consult with and enlist the support of organizations in sympathy with the aims of the Trust.
37. The officers of the Society shall be a Chair, a Vice-Chair , a Treasurer and a Secretary. The officers of treasurer and secretary may be combined.
38. The directors shall elect one of their number to be the Chair of the Society. The Chair shall have general supervision of the activities of the Society and shall perform such duties as may be assigned to him by the Board of Directors from time to time.
39. There shall be a Secretary of the Society who shall keep the minutes of the meetings of members and directors and shall perform such other duties as may be assigned to him by the Board. The Board shall appoint the secretary and may also appoint a treasurer of the Society to carry out such duties as the Board may assign. If the directors think fit, the same person may hold both offices of secretary and treasurer.
40. The directors may appoint a temporary substitute for the secretary who shall, for the purpose of these by-laws, be deemed to be the secretary.
AUDIT OF ACCOUNTS
41. The auditor of the Society shall be appointed annually by the members of the Society at the annual general meeting and, on failure of the members to appoint an auditor, the directors may do so.
42. The Chair of the Board of Directors shall at each annual general meeting present audited financial statements, which reflect the financial position of the Society and its operations for the year. The auditor shall make a written report to the members and, in every such report, shall state whether, in their opinion, the financial statements present fairly in all material aspects, the financial position of the Trust, in accordance with Canadian generally accepted accounting principles, and such report shall be read at the annual general meeting. A copy of the audited financial statements, showing the general particulars of its assets and liabilities and a statement of its operations for the year, shall be filed with the Registrar within fourteen days after the annual general meeting in each year, as required by law.
REPEAL AND AMENDMENT OF BY-LAWS
43. The Society has power to repeal or amend any of these by-laws by a special resolution passed in the manner prescribed by law.
44. The Society shall file with the Registrar with its Annual Statement a list of its directors with their addresses, occupations and dates of appointment or election, and within fourteen days of a change of directors notify the Registrar of the change.
45. The Society shall file with the Registrar a copy in duplicate of every special resolution within fourteen days after the resolution is passed.
46. The seal of the Society shall be in the custody of the Secretary and may be affixed to any document upon resolution of the Board of Directors.
47. Preparation of minutes, custody of the books and records, and custody of the minutes of all the meetings of the Society and of the Board of Director shall be the responsibility of the Secretary.
48. The books and records of the Society may be inspected by any member at any reasonable time within two days prior to the annual general meeting at the registered office of the Society.
49. Contracts, deeds, bills of exchange and other instruments and documents may be executed on behalf of the Society by the Chair or the Vice-Chair and the Secretary, or otherwise as prescribed by resolution of the Board of Directors.
50. The borrowing powers of the Society may be exercised by special resolution of the members.
51. Board of Director approval shall be obtained for all expenditures exceeding $3,000.00 for any one purchase.
52. Chair and Executive Director approval shall be obtained for all expenditures exceeding $200.00 and not exceeding $3,000.00 for any one purchase.