Constitution and By-laws

Canadian Association Of Ice Industries Incorporated

CONSTITUTION AND BY-LAWS
(Amended October 12 2003)

ARTICLE 1- NAME
Section 1,The name of the organization is “ CANADIAN ASSOCIATION OF ICE INDUSTRIES INC.” organized under the “Ontario Companies Act” February 16, 1928, as a successor to “ Ontario Ice Association Inc” created October 28, 1922, under the “ Ontario Companies Act.”

Section 2,As of July 1st 2003, the Association joins as a “ Chapter” of the I.P.I.A.

Section 3, The principal office of the Association and any branches thereof, shall be located in such localities as the Board of Directors shall determine from time to time.

Article 11- PURPOSE OF THE ASSOCIATION
The purpose for which the Association is organized is:

a) To foster the interests of those engaged in the trade or business of ice production and distribution through organized research to encourage co-operation and the promotion of fair practices throughout the industry.

b) To maintain a closer understanding and relationship between the public, the employee and the employer for the purpose of attaining a higher state of efficiency in all branches of the industry.

c) To maintain contact with the Government of Canada and any of its agencies and to represent the interests of the industry when deemed advisable before such bodies.

d) To diffuse accurate information relative to the progress and development of the industry and its place in the economic business structure.

e) To develop new fields for the use of ice and keep the public informed by every possible means of its advantage.


ARTICLE 111 – MEMBERSHIP
Section 1, the membership of the association shall be divided into two classes:

a) Active Membership-Any individual, firm or corporation engaged in the production of distribution of ice shall be eligible for active membership upon approval of the Board of Directors.

b) Association Membership- Any individual, company or firm engaged in supplying a service or in the manufacturing or distribution of machinery, equipment, or supplies that may be used in the production, distribution or consumption of ice shall be eligible for Associate membership upon approval of the Board of Directors. Such individual, company or firm shall be entitled to have membership on any regular committee and may hold any office in the Association other than President, Vice-President or Secretary Treasurer.

Section 2, Termination of Membership, A membership may be terminated by the resignation of the member, in writing, and upon payment of all indebtedness at time of termination. Any member whose fees remain unpaid for a period of nine moths shall thereupon cease to be a member.

The Board of Directors shall refuse to receive the fees of any member who shall be adjudged by the Board to have violated the Constitution and By-Laws of the Association or who in the opinion of two thirds of the entire Board may have been found guilty of conduct or practices prejudicial to the industry. The Board may also expel a member by like process. Such member shall be notified of charges filed against him and be furnished a copy thereof at least ten days before a meeting of the Directors at which time he shall be granted the privilege of a hearing before final action is taken.

ARTICLE 1V- DUES
Section 1, the annual dues for Active and Associate membership shall be fixed on a uniform basis for the ensuing year by the Board of Directors at a meeting immediately preceding the Annual convention.

Section 2, All requests or suggestions for the granting or expenditure of funds must be submitted in writing for consideration by the Board of Directors. This does not include expenditure relating to the conducting of the affairs of the Association or the expenses connected with the Annual convention.

ARTICLE V- FISCAL YEAR
The Fiscal Year of the Association as of July 1 2003, shall be July 1st to June 30th.


ARTIVCLE V1- DIRECTORS AND OFFICERS
Section 1, The Board of Directors shall consist of four (4) members and the immediate Past President if he is still active in the ice business. A director is elected for a one (1) year term. Both Active and Associate members are eligible to serve as a Director. The Nominating Committee shall consist of the President (who shall be the Chairman) and one (1) other Director. As least four (4) weeks before the Annual Meeting, the Recommendations of the Nominating Committee shall be sent to all members. Nominations in addition to those of the Nominating Committee may be made in writing if they are moved and secondly by one (1) Member provided that the Nominee has agreed in writing to allow his name to stand for election. The Secretary Treasurer must receive such nominations at least one (1) week before the Annual Meeting.

Section 2, The Board of Directors shall convene during the time of the Annual Meeting of the Members of the Association and shall also be subject to the call of the President in the interim between Annual Meetings. Written applications by a majority of the members of the Board, filed with the Secretary Treasurer shall make the calling of a meeting of the Directors mandatory upon the President. Three Directors shall constitute a forum. The Board of Directors shall formulate the policies and direct the general management of the Association.

Section 3, The Officers of the Association shall consist of: a President, a Vice-President, and a Secretary Treasurer. Such officers shall be chosen by the Board Of Directors from members of the Board at the time of the Annual Convention. They shall serve without compensation for a period of one year or until such limitation of authority and restrictions as may be imposed by the Board of Directors.

ARTICLE V11- DUTIES OF OFFICERS
Section 1, President – The President shall preside at all meetings of the Board of Directors and the Executive Committee and shall also be an ex-officio member of all standing and special committees.

Section 2, Vice- President- In the absence of the President, he shall perform the duties of the President.

Section 3, Secretary Treasurer- The Secretary Treasurer will sign cheques jointly with another Executive. All cheques must have two signatures. In the absence of the Secretary Treasurer, the signing officer may be the President, the immediate Past President or a Director. The Secretary Treasurer shall present a financial statement at each Annual Meeting of the Association and to the Board of Directors and Executive Committee when requested to do so. The Secretary Treasurer will also be responsible for the Corporate Seal of the Association for use on all legal documents required.


ARTICLE V111- COMMITTEES
Section 1, Executive Committee- There shall be an executive Committee consisting of the President, the Vice- President, the Secretary Treasurer and the other Directors or Committee Chairmen appointed by the President and approved by a majority of the Board. Should distance prohibit the President from attending executive Committee meetings he will be the nominal head of the committee but the Vice- President will preside and one more Director will be appointed. In between meetings of the Board, the Executive Committee shall have power to transact all business of the Association. It shall meet upon call of the President. A majority of the Committee shall constitute a quorum, and no member may vote in a meeting of the Committee by proxy.

Section 2, Auditor- An Auditor shall be appointed annually by the President and approved by the Executive Committee at the first meeting of the Executive Committee following each Annual Meeting of the Association. At least five days prior to the date of each Annual Meeting the Auditor shall have prepared an audit of the books and accounts of the Association for the previous year.

ARTICLE X- ANNUAL MEETING
Section 1, The Annual Meeting shall be held at such place and time as may be fixed by the Board of Directors and the Secretary Treasurer shall notify each member by mail at least thirty days before the date of such Annual Meeting.

Section 2, Seven members shall constitute a quorum for the transaction of all business. Any Annual Meeting lacking a quorum may be adjourned to a subsequent day.

ARTICLE X1- AMENDATE TO CONSTITUTION
This constitution may be amended or a new constitution adopted by a vote of two-thirds of the members present and voting at an Annual Meeting, provided that forty- five days’ previous notice of such intention, stating the nature of the proposed amendment, be given in writing to the Secretary Treasurer of the Association who shall, at least thirty days previous to the Annual Meeting at which the proposed amendment is to be acted upon, send a copy by mail or otherwise of the change to each member of the Association.

ARTICLE X11
The members of the C.A.I.I. will abide by the C.A.I.I. Constitution and the I.P.I.A. Constitution regulations and should the two Constitutions fine themselves in conflict with each other the I.PI.A. Constitution shall take precedence.