THE INTERNATIONAL AIR AMBULANCE ALLIANCE BY-LAW #1

Transcription

1 THE INTERNATIONAL AIR AMBULANCE ALLIANCE BY-LAW #1 (Being a By-law relating generally to the transaction of the business and affairs of the THE INTERNATIONAL AIR AMBULANCE ALLIANCE.) IT IS ENACTED as a by-law of the THE INTERNATIONAL AIR AMBULANCE ALLIANCE (the "Alliance") as follows: 1. Head Office The head office of the Alliance shall be listed as 3128 Governor s Road, in the Town of Lynden, in the Province of Ontario, or at such place there as the board of directors (the "Board") may from time to time determine. 2. Board (1) The affairs of the Alliance shall be managed by a Board of Directors. The Directors will become vested with the Duty of Being a Director, by virtue of being elected to one of Three corresponding officers roles as set out herein, at the annual General Meeting. The Initial incorporating Directors shall be entitled to be the Directors of the company until the earlier of their resignation, or replacement at the first annual general meeting of shareholders, to be held not later than six months from the Corporations financial year end. These Directors shall constitute the board during the term of their elected office, until the end of the Annual General Meeting after election, at which time the term of office terminates, or until a successor shall have been duly elected and qualified. The Election Process will be in accordance with the procedures set out below. The whole Board shall be retired at each annual meeting but shall be eligible for re-election or reappointment if otherwise qualified. (2) The members of the Alliance may, by resolution passed by at least two-thirds of the votes cast at a special meeting of which notice specifying the intention to pass the resolution has been given, remove any elected director before the expiration of the director's term of office, and may, by a majority of the votes cast at that meeting, elect any qualified person in the stead of such director for the remainder of the term. (3) The office of a director of the Alliance shall be vacated if the director: (a) becomes bankrupt or is declared insolvent; (b) becomes legally incompetent; (c) resigns office by notice in writing to the Alliance; (d) has been absent, from four consecutive meetings of the Board; (e) is removed from office pursuant to paragraph (2); or (f) in the case of the ex officio director, ceases to hold the office which made such person the ex officio director. (4) The Members may appoint employees of the Alliance as Directors. 1

2 3. Vacancies, Board Vacancies on the Board, however caused, may, so long as a quorum of directors remain in office, be filled by the Board from among the Members of the Alliance, if they see fit to do so, otherwise the vacancy shall be filled at the next annual meeting of the members; but, if there is not a quorum of directors, the remaining directors shall forthwith call a meeting of the members to fill the vacancy. If the number of directors is increased between the terms, a vacancy or vacancies, to the number of the authorized increase, shall be deemed to have occurred, which may be filled in the manner herein provided. 4. Quorum and Meeting, Board A majority of the directors shall form a quorum for the transaction of business. The Board may hold its meetings at the head office of the Alliance or at any place or places as it may, from time to time, determine. In addition meetings may be held by conference call with resolutions to be circulated in electronic format or by facsimile if it is difficult for the directors to meet in person, No formal notice of any such meeting is necessary if all the directors be present, or if those absent have signified their consent to the meeting being held in their absence. Meetings of the Board may be formally called by the president, a vicepresident or by any two directors or by the secretary on direction of any of these officers. Notice of such meetings shall be delivered, telephoned, sent electronically or mailed to each director not less than five days before the meeting is to take place. The declaration of the secretary or president that notice has been given pursuant to this by-law shall be sufficient and conclusive evidence of the giving of such notice. The Board may appoint a day or days in any month or months for regular meetings, at an hour to be named, and of such regular meeting no notice need be sent. A meeting of the Board may also be held, without notice, immediately following the annual meeting of the Alliance. The Board may consider or transact any business, either special or general, at any meeting of the Board. 5. Errors in Notice, Board No error or omission in giving the notice for a meeting of the Board shall invalidate the meeting or invalidate or make void any proceedings taken or had at the meeting and any director may, at any time, waive notice of the meeting and may ratify and approve of any or all proceedings taken or had at the meeting. 6. Voting, Board Questions arising at any meeting of the Board shall be decided by a majority of votes. In case of an equality of votes, the chair of the meeting will not have a second or casting vote. All votes at any such meeting shall be taken by ballot if so demanded by any director present, but if no demand be made, the vote shall be taken in the usual way by assent or dissent. A declaration by the chair of the meeting that a resolution has been carried and an entry to that effect in the minutes shall be admissible in evidence as prima facie proof of the fact, without proof of the number or proportion of the votes recorded in favour of or against such resolution. 7. Powers of Directors 2

3 The Board shall have full power with respect to all affairs of the Alliance and, subject to the provisions of paragraph 35, no by-law or resolution passed or enacted by the Board, or any other action taken by the Board, requires confirmation or ratification by the members of the Alliance in order to become valid or to bind the Alliance. Without limiting the generality of the powers of the Board as set out in this paragraph 7, the Board shall have the power to pass without any confirmation by the members all necessary rules and regulations related in any way to the operations of the Alliance, including, without limitation, conduct of members and guests, rules of order for meetings and all other aspects of operation, occupation and leasing of the premises of the Alliance. 8. Remuneration of Directors The directors shall entitled to such compensation as it set by the members at their annual general meeting from time to time. Annually the Board will table a motion setting out the criteria for determining the remuneration of the directors, and the compensation will be approved, or the motion amended and approved in accordance with a simple majority of the members.. 9. Committees The Board may appoint such committees as it, from time to time, considers advisable. 10. Power of Committees No committee shall have the power to act for or on behalf of the Alliance or otherwise to commit or to bind the Alliance to any course of action. Committees shall only have the power to make recommendations to the Board, or to the members, as the Board may, from time to time, direct. 11. Membership on Committees Members of committees shall be appointed by, and hold office at the pleasure of, the Board. 12. Reports of Committees a) Each committee shall submit to the Board such reports as the Board may, from time to time, request, but, in any event, each committee shall submit an annual report to the Board at such time as the Board may, from time to time, determine. b) Audit Committee. The Board of Directors shall create, and maintain an Audit Committee whose purpose shall be the design, instigation, execution and reporting of audits on members or proposed members to ensure that they comply with the objectives of Alliance. The Board shall have the power to hire, and pay from the treasury of the Alliance, independent auditors, provided said Auditors enter into a pro forma non disclosure agreement which limits the sharing of the information gained in the audit and the use of the information gained in the audit to ensure that the information is used only to ensure compliance, and not to gain any competitive ground on, or find any damaging information on a competitor in the Air Ambulance industry. The form and content of the non disclosure agreement shall be approved and ratified by a special resolution of not less than two thirds of the registered members of the Alliance. The discipline Committee shall also be required to suggest remedies to cure defaults, and the terms of 3

4 any rehabilitation of members in default, or the suspension or termination of a membership based on default. 13. Officers of the Alliance Initially there will be a President, a Vice President and a Secretary-Treasurer. At any annual general meeting the board may propose changing the numbers of Officer/Directors, and such change will require the votes of a special majority, (being two thirds of the members and associate members). Subject to the initial office of Secretary Treasurer which comprises two roles, no person may hold more than one office. All the officers shall be elected at an annual General Meeting of the Members, provided that in default of such election the then incumbents, being members of the Board, shall hold office until their successors are elected. Any other officers or officials of the Alliance need not be members of the Board nor members of the Alliance and in the absence of written agreement to the contrary the engagement or employment of all officers shall be settled from time to time by the Board. 14. Honorary Officers The Board may from time to time appoint such honorary officers as they may consider appropriate. Honorary Officers will have no power to vote or make presentations at the board of Directors meetings, but may be listed as officers of the Alliance, in recognition of their status and respect within the Air Ambulance/Medical community. 15. Duties of President and Vice-President The president shall, when present, preside at all meetings of the members of the Alliance and the Board. The president, subject to the authority of the Board, shall have general supervision of the affairs and business of the Alliance. The president, with the secretary, or other officer appointed by the Board for the purpose, shall sign all by-laws. The president shall be, ex officio, a member of all committees. The president shall perform such other duties as may from time to time be determined by the Board. During the absence or inability of the president, the president's duties and powers may be exercised by the vice-presidents in order of seniority, as determined by the Board, or such other director as the Board may, from time to time, appoint for the purpose, and if a vice-president, or such other director shall exercise any such duty or power, the absence or inability of the president shall be presumed with reference to it. 16. Duties of Secretary The secretary shall be, ex officio, clerk of the Board who shall: (a) attend all meetings of the Board and record all facts and minutes of all proceedings in the books kept for the purposes, (b) give all notices required to be given to members and to directors, (c) be the custodian of all books, papers, records, contracts and other documents belonging to the Alliance which shall be delivered up only when authorized by a resolution of the Board and to such person or persons as may be named in the resolution, and (d) perform such other duties as may from time to time be determined by the Board. 4

5 17. Duties of Treasurer The treasurer shall: (a) keep full and accurate accounts of all receipts and disbursements of the Alliance in proper books of account and shall deposit all moneys or other valuable effects in the name and to the credit of the Alliance in such bank or banks as may from time to time be designated by the Board; (b) disburse the funds of the Alliance under the direction of the Board, taking proper vouchers for the funds and shall render to the Board at its regular meetings or whenever required, an account of all transactions as treasurer, and of the financial position of the Alliance; and (c) perform such other duties as may, from time to time, be determined by the Board. * Until such time as additional officer directors are mandated at a General Meeting of Members, the role of Secretary/Treasurer shall be filled by one Director, notwithstanding the prohibition against occupying more than one office set out above. 18. Additional Duties and Duties of Other Officers The duties of all other officers of the Alliance shall be such as are approved of from time to time by the Board of Directors, and attached as Schedule A to this Bylaw herein. 19. Manager The Board may, from time to time, appoint a manager and may delegate to that person the authority to manage and direct the business and offices of the Alliance as the Board may, from time to time, determine (except for the matters and duties as must, by law, be transacted or performed by the Board or by the members). The manager shall report on the affairs of the Alliance as may be required, from time to time, by the Board. 20. Execution of Documents (1) Licences, contracts and engagements on behalf of the Alliance shall be signed by either the president or the vice-president and by the secretary or the treasurer. (2) Contracts in the ordinary course of the Alliance's operations may be entered into on behalf of the Alliance by any two of the president, a vice-president, the secretary/ treasurer, the manager or by any persons authorized by the Board. (3) Any two of the president, the vice-president, the secretary/treasurer and the manager, or any persons from time to time designated by resolution of the Board may vote or transfer any and all shares, bonds or other securities from time to time standing in the name of the Alliance in its individual capacity or otherwise and may accept on behalf of the Alliance transfers of shares, bonds or other securities from time to time transferred to the Alliance and may make, execute and deliver all instruments in writing necessary or proper for such purposes, including the appointment of an attorney or attorneys to make or accept transfers of shares, bonds or other securities on the books of any corporation. (4) In spite of any provisions to the contrary contained in the by-laws of the Alliance, the Board may at any time by resolution direct the manner in which, and the 5

6 person or persons by whom, any particular instrument, contract or obligations of the Alliance may or shall be executed. 21. Trustees The Board shall, by resolution, appoint trustees to hold the property of the Alliance in trust for the Alliance and may determine the terms of any such trust. Any persons authorized by the Board to do so may execute any such trust agreement on behalf of the Alliance. 22. Books, Records and Reports The Board shall see that all necessary books and records of the Alliance required by the by-laws of the Alliance or by any applicable statute or law are regularly and properly kept, including accurate and up to date lists of the various classes of members and their contact information, including phone number, address, and address Members There shall be three classes of members, as follows: (1a) Members in good standing: Persons who either incorporated the Alliance, or who wish to purchase a membership, shall be admitted as a Member in good standing subject to the criteria set out in Article 5a, of the Letters Patent, and perhaps the provisions of 5(b) of the Letters Patent, if applicable. (1b)) Associate Members: Aside from the Criteria set out in Article 5(d) of the Letters Patent, which allows the Directors to invite various non Air Ambulance Operating individuals to become Associate Members, by ordinary resolution, The Board will have the ability from time to time to set out criteria for whom may be invited to be an associate member provided such criteria does not contradict the restrictions contained in article 5((d). The Associate Member shall be entitled to be a member from the time that they are approved by the board of directors, till the earlier of their resignation, or their dismissal by the board. An associate member shall be entitled to a vote at members meetings, but may not hold a position on the board of directors. (1c) Probationary Members: As per Article 5 (b) persons who shall be admitted as probationary members by the Board, because of their purchase of a membership, while they attempt to satisfy the accreditation required to be a member. Probationary members can vote, but cannot hold office. (2) The Board shall set additional criteria from time to time for membership providing it does not conflict with the basic requirements set out in the Articles and further defined in the Alliances By-laws from time to time, for which the audit Committee should be searching in members and prospective members. Initially these fundamental characteristics, shall be required of Member to become a Member and stay a member in good standing: including direct ( or indirect by having voting control of a corporation which has ownership) of 6

7 (3a) fixed wing aircraft that are used in the operation of an air ambulance business as it is reasonably understood within the industry, being accredited in accordance with the provisions of the Letters Patent, 5a(ii); being insured for liability in such amounts or on such minimum terms as the Board sets out from time to time acting reasonably having mind to the best practices within the industry, and having a good claims history with ones insurers; not being in a state of bankruptcy or receivership; being transparent in the sense that the services being offered by the member must be actually provided by the member, and not simply contracted out, although a member can subcontract some duties provided the party providing the services under the subcontract is a member, or meets the criteria for being a member at the time they provide the service. The Member must have paid his membership dues, his fees, submitted to any audits, attended annual meetings etc., and be in good standing with the terms of the Letters Patent, Bylaws etc. In the event that a Member fails to maintain the criteria resolved by the board from time to time, then the Member shall be subject to discipline including as decided by the Board in its sole discretion: i) temporary suspension; ii) iii) iv) expulsion from the Alliance fines and or costs as prescribed year to year, and ratified at the Annual Members meeting; such other measures as may remedy the default by the member including providing proof of compliance with a criteria. (3b) The protocols for disciplinary hearings, and the rights of members to challenge the findings of the audit, including details, of representation, rules of proceeding, evidence allowed, and rights of appeal, shall be set out from time to time in a bylaw of the Alliance entitled Disciplinary Proceedings. (4a) The Board of Directors shall be entitled to set initial and annual Membership Fees, based upon the reasonable costs of meeting the objects of the Alliance, based on the size of the Alliance and the activities it plans to carry out from year to year. Said fees shall be based upon an annual budget to be proposed at the annual general meeting of members and until such time as changed by the Board, shall be calculated based on the following formula; i) an initial membership fee of One Thousand dollars, payable in Canadian funds, (together with the sum set out in (ii) below) ii) An annual Base fee of One Thousand Dollars per year, Plus a fee of Five Hundred Dollars per fixed-wing Aircraft owned directly or exclusively leased by the member. (For illustration, Joe is a Member of the alliance. His Corporation, Healthy Landings, owns six fixed wing aircraft, he would pay $5, in his initial membership, and then $4, each year thereafter) iii) An Associate Membership is Four Thousand Dollars per annum. 24. Rights, Duties and Removal of Members 7

8 (1) All of the Classes of Members shall have one vote per member on each question arising at any special or general meeting of the members of the Alliance. (2) Any member may be removed as a member upon recommendation by the Audit committee and a resolution passed by a two-thirds majority vote of the directors present and voting at a meeting of the Board called for that purpose. 25. Annual and Other Meetings of Members (1) The annual or any other general meeting of the members shall be held at the head office of the Alliance or elsewhere anywhere in the world as the Board may determine and on such day as the Board shall appoint. (1) a. The Annual Election of Officers/Directors. At the Annual General Meeting of Members, the Election of Officers, who in Turn become the Directors of the Corporation for the upcoming year, shall take Place. Three weeks prior to the date of the Annual General Meeting Notice must be placed on the Website of the Alliance advertising for nominations for the Officers Positions listed above. To be eligible to stand for election one must be a Member in good standing as set out above. To be eligible to stand for election, one must have given notice to the Board, by Electronic Mail, at least one day prior to the Election. In the Event that there is a position for which no one has applied as of one day prior to the Election, then Nominations from the floor may be accepted. No nomination from the floor can compete for a position where there has been an application received at least one day prior to the Election. The Election will be supervised by the President, and a member who shall be designated by resolution of the Board, as being the Registrar. Prior to the voting, the Registrar shall secure the room for only Members entitled to vote, by crossing of the proposed voters name, against a comparative members list, prior to handing the member a Ballot. The President, and the Treasurer, shall ensure that no one has access to the Ballot Box during the AGM, unless they have been approved by the registrar as a member entitled to vote. The Treasurer shall tally the Ballots in the presence of the Board of Directors. Applicants for the Officers position of Director are entitled to be present to watch the votes being tallied. A prescribed form of Ballot, showing the names of all parties who applied for the position in alphabetical order, on the same size font, with a circle beside their name, shall be used by the Board for this election. (2) At every Annual General Meeting, prior to the Election, and in addition to any other business that may be transacted, the report of the board, the financial statement and report of the auditors shall be presented. The members may consider and transact any business either special or general without any notice of it at any meeting of the members. The Board or the president or a vice-president shall have the power to call at any time a general meeting of the members of the Alliance. No public notice nor advertisement of members' meetings, annual or general, shall be required, but notice of the time and place of every such meeting shall be given to each member by sending the notice by prepaid mail or sent electronically ten days or more before the time fixed for the holding of the meeting. 8

9 26. Fees The Associated Members Player shall pay the registration fees as shall be determined, from time to time, by the Board. 27. Error or Omission in Notice 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 the Alliance shall invalidate the meeting or make void any proceedings taken at it and any member may at any time waive notice of any of these meetings and may ratify any proceedings of the meeting. For the purpose of sending notice to any member, director or officer for any meeting or otherwise, the address of any member, director or officer shall be at the persons' last address recorded on the books of the Alliance. 28. Quorum of Members A quorum for the transaction of business at any meeting of members shall consist of at least two Members present in person or represented by proxy. 29. Voting of Members (1) Each Member shall at all meetings of members be entitled to one vote and may vote by proxy. Such proxy need not be a Member but before voting shall produce and deposit with the secretary sufficient appointment in writing from such person's constituent or constituents. (2) At all meetings of members except the Annual General Meeting Election, every question shall be decided by a majority of the votes of the Members present and voting in person or represented by proxy unless otherwise required by the bylaws of the Alliance, or by law. Every question shall be decided in the first instance by a show of hands unless a poll is demanded by any Member. Upon a show of hands, every Member shall have one vote, and unless a poll is demanded, a declaration by the chair of the meeting that a resolution has been carried or not carried and an entry to that effect in the minutes of the Alliance shall be admissible in evidence as prima facie proof of the fact without proof of the number or proportion of the votes accorded in favour of or against the resolution. The demand for a poll may be withdrawn, but if a poll is demanded and not withdrawn the question shall be decided by a majority of votes given by the Members present in person or by proxy, and the poll shall be taken in such manner as the chair of the meeting shall direct and the result of the poll shall be deemed the decision of the members in general meeting upon the matter in question. In case of an equality of votes at any general meeting, whether upon a show of hands or at a poll, the chair of the meeting shall be entitled to a second or casting vote. 30. Adjournments Any meetings of the Alliance or of the Board may be adjourned to any time and from time to time and the business may be transacted at the adjourned meeting as might have been transacted at the original meeting from which the adjournment took place. No notice shall be required of any adjournment. The adjournment may be made in spite of no quorum being present. 31. Banking 9

10 All cheques, bills of exchange or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Alliance shall be signed by the officer or officers, agent or agents of the Alliance and in the manner as shall from time to time be determined by resolution of the Board and any one of the officers or agents may alone endorse notes and drafts for collection on account of the Alliance through its bankers, and endorse notes and cheques for deposit with the Alliance's bankers for the credit of the Alliance, or they may be endorsed "for collection" or "for deposit" with the bankers of the Alliance by using the Alliance's rubber stamp for the purpose. Any one of the officers or agents appointed may arrange, settle, balance and certify all books and accounts between the Alliance and the Alliance's bankers and may receive all paid cheques and vouchers and sign all bank forms or settlement of balances and release or verification slips. 32. Deposit of Securities for Safekeeping The securities of the Alliance shall be deposited for safekeeping with one or more banks, trust companies or other financial institutions to be selected by the Board. Any and all securities so deposited may be withdrawn, from time to time, only upon the written order of the Alliance signed by the officer or officers, agent or agents of the Alliance, and in the manner as shall from time to time be determined by resolution of the Board and the authority may be general or confined to specific instances. The institutions which may be selected as custodians of the Alliance shall be fully protected in acting in accordance with the directors of the Board and shall in no event be liable for the due application of the securities so withdrawn from deposit or the proceeds of them. 33. Notice Whenever under the provisions of the by-laws of the Alliance notice is required to be given, unless otherwise provided in this by-law, the notice may be given either personally or electronically or by depositing it in a post office or a public letterbox, in a prepaid, sealed wrapper addressed to the director, officer or member at the address as it appears on the books of the Alliance. A notice or other document sent by post shall be held to be sent at the time when it was deposited in a post office or public letterbox, or if sent electronically shall be held to be sent when it was so transmitted. For the purpose of sending any notice the address of any member, director, or officer shall be the last address of such person as recorded on the books of the Alliance. Any person entitled to receive any notice may waive the notice either before or after the meeting to which the notice refers. 34. No Collusion, Price Fixing, Designation of Exclusive Areas of Operation between Members, Officers etc. The Credibility of the Alliance which is essential to the objects set out in Article 4 a to e of the Letters Patent, requires that all of the members are prohibited from colluding with each other for profit, by way of a) agreeing to not compete with each other in certain territories, or b) fixing prices, and or designating which parties will apply for certain business, or c) using confidential information shared by members for purposes of setting goals and standards for purposes other than the objects of the Letters Patent, including attempting to profit by knowledge gained of other members business. All members will be required to execute a confidentiality/ non disclosure agreement as a condition of membership, indicating that they will keep the confidential information learned in the course of being a member or officer of the Alliance in strict confidence, 10

11 and use that confidential information only for the purpose of advancing the objects of the Alliance as set out in the Letters Patent, as amended from time to time. 34. Indemnification of Directors and Officers All directors or officers and their heirs, executors and administrators, and estate and effects, respectively, shall at all times, be indemnified out of the funds of the Alliance, from: (a) all costs whatsoever that the person incurs in any proceeding that is brought against the person for any thing whatsoever, made, done or permitted by the person in the execution of the duties of the office; and (b) all other costs that the person incurs in or in relation to the affairs of the Alliance, except the costs occasioned by the person's own wilful neglect. 35. Amendment The Board may, by resolution, amend, repeal or re-enact any by-law of the Alliance and any amendment, repeal or re-enactment, unless in the meantime confirmed by a majority of the votes cast at a general meeting of the members called for that purpose, is effective only until the next annual meeting of the members unless confirmed at it, and in default of confirmation at it, ceases to have effect at and from that time. SIGNED SIGNED SIGNED SIGNED Gary Andrews David Fox Mike Honeycutt Adam Williams SCHEDULE A-DUTIES OF OFFICERS A) PRESIDENT 1) SHALL APPOINT ADDITIONAL MEMBERS TO THE BOARD OF DIRECTORS COMMITTEE AS VOTING MEMBERS AS REQUIRED, SUBJECT TO THE LATTER'S APPROVAL. 2) SHALL CALL ALL MEETINGS, AND PRESIDE AT SAID MEETINGS AND BE CHAIRMAN OF THE BOARD OF DIRECTORS COMMITTEE. 3) SHALL SUPERVISE THE OPERATON OF THE ALLIANCE. 4) SHALL BE A MEMBER OF ALL COMMITTEES AND SHALL BE NOTIFIED AS TO TIME AND PLACE OF EACH MEETING. 5) SHALL CALL FOR REGULAR VP AND COMMITTEE REPORTS AND SEE THAT THESE COMMITTEES ARE FUNCTIONING. 11

12 6) SHALL HAVE THE POWER, SUBJECT TO 2/3 APPROVAL OF THE BOARD OF DIRECTORS COMMITTEE, TO REPLACE ANY ELECTED OR APPOINTED OR ASSOCIATE MEMBER WHOM HE FEELS IS NOT FULFILILNG HIS DUTY, OR IS A DETRIMENT TO THE ALLIANCE. 7) SHALL BE A SIGNING OFFICER. 8) SHALL CO-CHAIR AND REPRESENT THE ALLIANCE FOR AUDIT COMMITTEE AND DISCIPLINE HEARINGS. 9) SHALL APPROVE ALL EXPENDITURES. B) VICE PRESIDENT 1) SHALL BE AN ASSISTANT TO THE PRESIDENT. 2) SHALL FULFILL ALL DUTIES IN THE ABSENCE OF THE PRESIDENT. 3) SHALL BE IN CHARGE OF KEEPING UPDATED LISTS AND ADDRESSES OF MEMBERS, OFFICERS AND DIRECTORS. 8) SHALL BE A SIGNING OFFICER. 9) SHALL BE RESPONSIBLE FOR THE MAINTENANCE AND UPGRADING OF THE WEB PAGE B) SECRETARY 1) SHALL RECORD MINUTES OF ALL BOARD OF DIRECTORS COMMITTEE MEETINGS AND DISTRIBUTE TO BOARD OF DIRECTORS. 2) SHALL CARRY ON ALL ALLIANCE CORRESPONDENCE. 3) SHALL NOTIFY APPROPRIATE MEMBERS OF ALL MEETINGS. 4) SHALL BE RESPONSIBLE FOR ALLIANCE STATIONARY. 5) SHALL BE RESPONSIBLE FOR THE ISSUING OF BULLETINS. 6) SHALL PREPARE AN AGENDA FOR BOARD OF DIRECTORS MEETINGS. 7) SHALL ASSIST VPS IN PREPARING MINUTES FOR THEIR MEETINGS. 8) SHALL APPROVE ALL CORRESPONDENCE BEING ISSUED ON BEHALF OF THE ALLIANCE. C) TREASURER 1) SHALL KEEP AN ACCURATE RECORD OF ALL RECEIPTS & DISBURSEMENTS. 2) SHALL BE RESPONSIBLE FOR ALL ALLIANCE BANKING. 3) SHALL ESTABLISH ALL ALLIANCE ACCOUNTS. 4) SHALL GIVE A FINANCIAL REPORT AT BOARD OF DIRECTORS MEETINGS. 6) SHALL PREPARE A BUDGET IN CONJUNCTION WITH THE ALLIANCE. 7) SHALL BE A SIGNING OFFICER. 8) SHALL WRITE CHEQUES FOR ALL PAYMENTS. 9) SHALL RECEIVE ALL CHEQUES & CASH AND DEPOSIT TO ALLIANCE ACCOUNT. 10) SHALL COLLECT ALL REGISTRATION FEES. 11) SHALL ISSUE CHEQUES FOR STAFF, CONTRACTORS ETC.. 12) THERE SHALL BE THREE SIGNING OFFICERS, TWO SIGNATURES PER CHEQUE, (PRESIDENT, VICE PRESIDENT OR. OR TREASURER). 12

13 13) SHALL OPEN A NEW BANK ACCOUNT AT THE ROLL OVER OF THE NEW BOARD OF DIRECTORS AND SHALL CHANGE THE SIGNING OFFICERS. 14) SHALL ARRANGE FOR AN AUDITED FINANCIAL STATEMENT AT EVERY SEASONS YEAR-END (DECEMBER 31). 13