Falcon Constitution
File No. 2426555
MEMORANDUM OF ASSOCIATION
OF
FALCON SCIENCE FICTION & FANTASY SOCIETY
1. The name of the Society is FALCON SCIENCE FICTION & FANTASY SOCIETY
2. The objects of the Society are :
a) a) To organize and/or promote Fandom events in Maritime Canada
(Fandom refers to media, art, costumes or games with the following themes:
Science Fiction, Fantasy, Goth, Horror, Re-Creation/Alternate History, Animation);
b) To encourage the exchange of ideas between science fiction & fantasy fans and
associated societies and organizations;
c) To work towards hosting CANVENTION in the Halifax / Dartmouth area;
d) 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;
e) 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 nothing herein contained shall permit the Society to carry on any trade,
industry, or business and the Society shall be carried on without purpose of gain to any of
the members 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 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.
3. The activities of the Society are to be carried on internationally.
BY - LAWS
OF
FALCON SCIENCE FICTION & FANTASY SOCIETY
1. In these by-laws unless there be something in the subject or context inconsistent therewith
a)"Society" means the "FALCON SCIENCE FICTION & FANTASY SOCIETY".
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 by proxy, where proxies are allowed, at
a General Meeting of which notice specifying the intention to propose the resolution as a
Special Resolution has been duly given.
d)"Meeting of the Society" shall not refer to any meeting of the Directors,
Executive Committee, Convention Committee, or any other committees.
e)Any reference to masculine persons in this document shall also include feminine persons.
MEMBERSHIP
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 other, shall be members of
the Society, and their names shall be entered in the Society's Registry of Members
accordingly. Upon entry of their names in the appropriate Registry they shall gain all of
their membership rights associated therewith.
3. For the purposes of registration, the number of members of the Society is unlimited.
4. Every member of the Society shall be entitled to attend any meeting of the Society;
and Voting Members to vote at any meeting of the Society and to hold any office, but there
shall be no proxy voting.
5. Membership in the Society shall not be transferable.
6. a)The following shall be admitted to General Membership in the Society:
any individual who upholds the objects of the Society and follows the requirements for
General Membership as set by the Directors.
b)The following shall be admitted to Voting Membership in the Society:
any individual who upholds the objects of the Society and follows the requirements for
Voting Membership as set by the Directors.
7. No formal admission to membership shall be required and the entry in the Society's
Registry of Members by the Secretary of the name and address of any individual shall
constitute an admission to membership in the Society. All qualifying members shall be deemed
to be entered in the apropriate Registry at the time of any meeting of the Society.
8. 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 accordance with these by-laws.
FISCAL YEAR
9. The Fiscal Year of the Society shall be the period from January 1 in any year to
December 31 in the same year.
GENERAL MEETING
10. a)The ordinary or Annual General Meeting of the Society shall be held within three months
after the end of each Fiscal Year of the Society and it shall be the responsibility of the
Chair to arrange such meetings.
b)An Extraordinary General Meeting of the Society may be called by the Chair or by the
Directors at any time, and shall be called by the Directors if requisitioned in writing by at
least twenty-five per centum (25%) in number of the Voting Members of the Society.
11. Three 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
Voting Members entered in fact in the appropriate Registry. Notice shall be given in writing
and by sending it through the post in a prepaid letter addressed to each Voting 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 providing 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 Voting Member
shall not invalidate the proceedings at any General Meeting.
12. 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 the preceding General Meeting;
Consideration of the annual report of the Chair;
Consideration of the annual report of the Convention Coordinator;
Consideration of the annual report of the Treasurer regarding the financial statements,
including the balance sheet and operating statement and the report of the auditor thereon;
Statement of the powers and duties of the Officers;
Election of directors for the ensuing year;
Appointment of Auditor.
All other business transacted at an ordinary or Annual General Meeting, except
paragraphs 18 &19, 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.
13. No business shall be transacted at any Meeting of the Society unless a quorum of Voting
Members is present at the commencement of such business and such quorum shall consist of
five Voting Members.
14. If within one-half hour from the time appointed for the meeting, a quorum of Voting
Members is not present, the meeting, if convened upon the requisition of the members shall
be dissolved. In any case, it shall stand adjourned to such time and place as the Chair shall
direct, and if at such adjourned meeting a quorum of Voting Members is not present, it shall
be adjourned sine die.
15. a)The Chair of the Society shall preside as Chair at every General Meeting of the Society;
b)If there is no Chair or if at any meeting the Chair is not present at the time of
holding the same, the Vice-Chair shall preside as Chair;
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 time of holding the same, the Voting Members present shall
choose someone of their number to preside as Chair.
16. At any Meeting of the Society the Chair shall have no vote except in the case of an
equality of votes. In the case of an equality of votes, the Chair shall have the final vote.
17. The Chair may, with consent of the Voting Members present, 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 Voting Members.
18. At any meeting, unless a poll is demanded by at least three Voting Members, a declaration
by the Chair that a Resolution has been carried and an entry to that effect in the book of
proceedings of the Society shall be sufficient evidence of the fact, without proof of the
number or proportion of the Voting Members recorded in favour of or against such resolution.
19. If a poll is demanded in the aforesaid manner, the same shall be such manner as the Chair
may preside and the result of such poll shall be deemed to be the result of the Resolution of
the Society in a General Meeting. Such poll shall not be considered to be special business
and may be conducted at a General Meeting without prior notice to Voting Members.
VOTES OF MEMBERS
20. a)Every Voting Member, except the Chair as per paragraph 16, shall have one ballot and
no more. No name may be listed more than once on any ballot. The number of names on the
ballot need not equal the number of Directors to be elected.
b)There shall be no proxy voting.
c)Votes may be cast in person or by pre-filled ballot. Such ballots must be signed by the
Voting Member, sealed in an envelope and delivered to the General Meeting before the results
of voting are announced. The preceeding shall not be deemed to be proxy voting.
d)Any qualifying members listed on a pre-filled ballot shall ipso facto be deemed to have
been nominated for Directorship.
e)If any member is not present to accept nomination or has not submitted written
acceptance of possible nomination, their Directorship shall be pending their acceptance.
Such pending Directorships shall not count against the number of Directors to be elected.
If such member later accepts Directorship the size of the Board shall be increased therewith.
f)The number of Directors to be elected shall be determined by the Directors before the
General Meeting.
g)For a nominated qualifying member to become a Director he must receive votes from a
majority of the ballots cast. If the number of members so elected is less than the number of
Directors to be elected the number to be elected shall be thereby reduced therewith.
h)If less than five such members receive such a majority, the five with the most votes
shall become the Directors of the Society.
i)In case of any ties the Chair shall have the final vote. If theChair chooses to abstain,
any ties may result in an increased number of Directors for the Society.
DIRECTORS
21. The number of Directors shall not be less than five or more than fifteen. The subscribers
to the Memorandum of Association of the Society shall be the first Directors of the Society.
22. Any Voting Member of the Society shall be eligible to be elected as a Director of the
Society.
23. Directors shall be elected by Voting Members at each ordinary or Annual General Meeting
of the Society.
24. Directors shall be elected by the Voting Members from among their number.
25. 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.
26. In the event that a Director resigns his office or ceases to be a Voting 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 Voting Members of the Society.
27. 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.
28. 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 Chair. A meeting of the Directors shall be held at the
close of every ordinary or Annual General Meeting of the Society without notice, and this
meeting is open to all members. Notice of all other meetings, specifying the time and place
thereof, shall be given either orally or in writing to each Director at least 72 hours 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.
29. No business shall be transacted at any meeting of the Board of Directors unless at least
three of the Directors, including one of the Executives, are present at the commencement of
such business.
30. The Chair or, in his absence, the Vice-Chair or, in the absence of both of them,
any Executive from among those present chosen by the Directors present shall preside as Chair
at meetings of the Board.
31. The Chair, including anyone presiding as Chair, shall be entitled to vote as a Director
and, in the case of an equality of votes, he shall have a final vote in addition to the vote
to which he is entitled as a Director.
POWERS OF DIRECTORS
32. a)The Directors shall appoint an Executive Committee, consisting of the Officers and such
other persons as the Directors decide with approval of the Chair. The management of the
activities of the Society shall be vested in the Executive 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 a General Meeting.
b)The Directors shall have the power to engage a Convention Co-Ordinator and to determine
his duties and responsibilities and his remuneration. He shall appoint his own staff, which
may consist of the Directors and/or such other persons as he decides.
c)The Executive may choose to form a separate Committee for smaller events which shall
not be responsible to or have authority over the Convention Co-Ordinator. It may consist of
the Directors and/or such other persons as the Committee Head decides. The Head of the
Committee shall be appointed by the Chair and shall be responsible thereto.
OFFICERS
33. The Officers of the Society shall be a Chair, a Vice-Chair, a Treasurer and a Secretary.
The Offices of Treasurer and Secretary may be combined only if the Chair so decides.
34. The Directors shall elect one of their number to be 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 Directors from time to time.
35. The Directors may also elect from their number a Vice-Chair. The Vice-Chair shall, at the
request of the Directors and subject to their directions, perform the duties of the Chair
during the absence, illness or incapacity of the Chair, or during any period that the Chair
may request him to do so.
36. a)The Directors shall elect from their number 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 Chair or these by-laws of the Society. 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.
b)The Directors shall elect from their number a Treasurer of the Society who shall keep
the books of the Society and monitor all expenditures and incomes so associated and shall
perform such other duties as may be assigned to him by the Chair or these by-laws of the
Society. The Directors may appoint a temporary substitute for the Treasurer who shall, for
the purpose of these by-laws, be deemed to be the Treasurer.
AUDIT OF ACCOUNTS
37. The auditor of the Society shall be appointed annually by the members of the Society at
the ordinary or Annual General Meeting and, on failure of the members to appoint an auditor,
the Directors may do so.
38. The Treasurer shall make a written report to the members as to the financial position of
the Society and the report shall contain a balance sheet and operating account. The auditor
shall make a written report to the members upon the balance sheet and operating account, and
in every such report, he shall state whether, in his opinion, the balance sheet is a full
and fair balance sheet containing the particulars required by the Society and properly drawn
up so as to exhibit a true and correct view of the Society's affairs, and such report shall
be read at the Annual General Meeting. A copy of the balance sheet, showing the general
particulars of its liabilities and assets and a statement of its income and expenditure in
the preceding year, audited by the auditor, shall be filed with the Registrar within fourteen
days after the Annual General Meeting in each year as required by law.
39. The Society has the power to repeal or amend any of these by-laws by a Special Resolution
passed in the manner prescribed by law.
MISCELLANEOUS
40. The Secretary 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.
41. The Secretary shall file with the Registrar a copy in duplicate of every Special
Resolution within fourteen days after the Resolution is passed.
42. 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 the Directors.
43. 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 Directors shall be the responsibility of
the Secretary.
44. 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.
45. Contracts, deeds, bills of exchange and other instruments and documents may be executed
on behalf of the Society by the Members of the Executive Committee as prescribed by the
Executive Committee and approved by the Treasurer.
46. The borrowing powers of the Society may be exercised by resolution of the Board of
Directors.
