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 BY-LAWS"Paranormal Studies and Investigations of Canada"ARTICLE I - NAMESection 1. The name of the company shall be "Paranormal Studies and Investigations of Canada" hereafter referred to as PSICAN. ARTICLE II -- OFFICES Section 1. The registered office of the PSICAN shall be at: 117 Runnymede Rd., Toronto, Ontario, Canada M6S 2Y4 The registered agent in charge thereof shall be: Susan Darroch. Section 2. The organisation may also have offices at such other places as the Board of Directors may from time to time appoint or the business of the company may require and also within the determined and operating group currently working with or for the Ghosts and Hauntings Research Society and ParaResearchers and those offices will be left to the devices of the existing directors of said groups. ARTICLE III -- DIRECTORS Section 1. Directors: The business and affairs of the company shall be managed by its Board of Directors, 7 in number. The board members must be Canadian Citizens or have established residency in Canada. Each board member shall be elected for the term of seven (7) years, and until their successor shall be elected and shall qualify or until their earlier resignation or removal. The initial board of directors at time of initial PSICAN establishment shall be selected by the current established GHRS and ParaResearchers Director, rather then elected. Section 2. Regular Meetings: Regular meetings of the Board shall be with a minimum of 14 days notice, at least quarterly, at such time and place as shall be determined by the Chair and Co-Chair. Section 3. Special Meetings: Special Meetings of the Board may be called by any Board of Director on fourteen days notice to each of the other board members, personally or by mail, fax, telegram or electronic mail. Section 4. Quorum: A majority of the total number of board members shall constitute a quorum for the transaction of business. Section 5. Consent in Lieu of Meeting: Any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board of committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee. Section 6. Conference Telephone: One or more directors may participate in a meeting of the Board, or a committee, by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other; participation in this manner shall constitute presence in person at such meeting. Section 7. Compensation: Board members and regional directors as such, shall not receive any stated salary for their services unless claimed and approved by the board as a private contractor within the organisation. Section 8. Removal: Any director may be removed from their office, with or without cause, by majority vote of the sitting board and regional directors. Such a vote for removal shall only be conducted during a regular quarterly meeting of the PSICAN or during a special meeting as described in ARTICLE III Section 3. Section 9. Presence by proxy: Any board member unable to attend a quarterly meeting but wishing to have a proxy (substitute) present, will be allowed to assign this proxy to represent them in all proceedings during their absence. This proxy will have all the powers and benefits of the board member in their absence. The proxy shall be one of the officers of the company as identified in ARTICLE V Section(s) 4-7. ARTICLE IV - REQUIREMENT FOR MEMBERSHIP. Section 1. Membership: Subsection (i): Members of our board must be active members of an existing PSICAN organisation and duly appointed by the chair or co-chair in the pre-establishment of the organisation, PSICAN, and/or duly elected by the board after the company has been established at the meetings as laid out in ARTICLE III Section(s) 2-6. Subsection (ii): Members of each individual group (section) within the company PSICAN are selected, organized and the responsibility by/of that group's individual director. Subsection (iii): Groups wishing to become a part of PSICAN or individuals who wish to join PSICAN as a "regional" or "study" group (or individual) must be brought forward to the board for a quorum vote. Those individuals and groups must adhere to the by-laws and constitution of PSICAN in order to maintain status as a PSICAN sub-group or "regional" group. Such a vote for removal shall only be conducted during a regular quarterly meeting of the PSICAN or during a special meeting as described in ARTICLE III Section 3. ARTICLE V -- OFFICERS Section 1. The executive officers of the company shall be chosen by a majority vote of the board of directors and shall be: a Chair, Co-Chair, Chief Financial Officer and four (4) Voting Members. The Board of Directors may also choose other officers, as it shall deem necessary. The same person may hold any number of offices. Section 2. Salaries: No Salaries are deemed acceptable at this time, and as such, no salaries shall be granted unless these Bylaws are amended by quorum of vote by the Board of Directors. Section 3. Term of Office: The officers of the company shall hold office for seven (7) years and until their successors are chosen and have qualified. The Board of Directors may remove any officer or agent elected or appointed by the Board, whenever in its judgment the best interest of the company will be served thereby. Section 4. Chair: The Chair shall attend all sessions of the Board. The Chair shall be the chief executive officer of the company; he or she shall have general and active management of the business of the company, subject, however, to the right of the directors and board members to delegate any specific powers, except such as may be by statute exclusively conferred on the Chair, to any other officer or officers of the company. He or she shall have the general power and duties of supervision and management usually vested in the office of Chairman of a company except the general work done within the groups, which are specifically held under the directorship of a regional director. Section 5. Co-Chair: The Co-Chair shall be equal to the Chair of the company; he or she shall have general and active management of the business of the company, subject, however, to the right of the Chair to delegate any specific powers, except such as may be by statute exclusively conferred on the Chair, to any other officer or officers of the company. He or she shall have the general power and duties of supervision and management usually vested in the office of Co-Chair of a company except the general work done within the groups, which are specifically held under the directorship of a regional director. Section 6. Chief Financial Officer: The Chief Financial Officer shall have custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the company, and shall keep the moneys of the company in separate account to the credit of the company. He/She shall disburse the funds of the company as may be ordered by the Board, taking proper vouchers for such disbursements, and shall render to the Chair and directors, at the regular meetings of the Board, or whenever they may require it, an account of all his transactions as Chief Financial Officer and of the financial condition of the company. Section 7. Regional Directors: Provinces of Canada that either have or wish to have a GHRS or ParaResearchers or other organisation within PSICAN, shall have a Regional Director to oversee operations of that province and the area of study they wish to specialize in. Each Director shall be appointed by the Co-Chair and shall serve until such times as they step down or, by vote of the Board of directors of PSICAN, are removed or requested to remove themselves. Each Regional Director shall have the general power and duties of supervision and management usually vested in the office of overall management of a company in terms of their area and location. Should a Regional Director request funds or help from PSICAN beyond that which they can attain within their own area, that request must be put to the board for a quorum at it's regular meetings as laid out in ARTICLE III Section(s) 2-6. ARTICLE VI -- VACANCIES Section 1. Any vacancy occurring in any office of the company by death, resignation, and removal or otherwise, shall be filled by the Board of Directors. Vacancies and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, although not less than a quorum, or by a sole remaining board member or director. If at any time, by reason of death or resignation or other cause, the company should have no directors in office, then any officer or any executor, administrator, trustee or guardian of a director, or other fiduciary entrusted with like responsibility for the person or estate of a director, may call a special meeting of the board of directors in accordance with the provisions of these By-Laws. Section 2. Resignations Effective at Future Date: When one or more board members shall resign from the Board, effective at a future date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies, the vote thereon to take effect when such resignation or resignations shall become effective. ARTICLE VII -- COMPANY RECORDS Section 1. Any officer of record, in person or by attorney or other agent, shall, upon written demand under oath stating the purpose thereof, have the right during the usual hours for business to inspect for any proper purpose the company's stock ledger, a list of its officers, and its other books and records, and to make copies or extracts there from. A proper purpose shall mean a purpose reasonably related to such person's interest as an officer. In every instance where an attorney or other agent shall be the person who seeks the right to inspection, a power of attorney or such other writing, which authorizes the attorney or other agent to so act on behalf of the officer, shall accompany the demand under oath. The demand under oath shall be directed to the company at its registered office in this state or at its principal place of business. ARTICLE VIII -- MISCELLANEOUS PROVISIONS Section 1. Cheques: All cheques or demands for money and notes of the company shall be signed by the Chair and Co-Chair and must be approved in writing by the Chief Financial Officer. Section 2. Fiscal Year: The fiscal year shall begin on the first day of March. Section 3. Notice: Whenever written notice is required to be given to any person, it may be given to such person, either personally or by sending a copy thereof through the mail, by fax, or by telegram, charges prepaid, to his or her address appearing on the books of the company, or supplied by them to the company for the purpose of notice. If the notice is sent by mail, fax or by telegraph, it shall be deemed to have been given to the person entitled thereto when deposited via Canada Post, faxed or with a telegraph office for transmission to such person. Such notice shall specify the place, day and hour of the meeting and, in the case of a special meeting of the board of directors, the general nature of the business to be transacted. Section 4. Waiver of Notice: Whenever any written notice is required by statute, or by the Certificate or the By-Laws of this company a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Except in the case of a special meeting of the board of directors, neither the business to be transacted at nor the purpose of the meeting need be specified in the waiver of notice of such meeting. Attendance of a person either in person or by proxy, at any meeting shall constitute a waiver of notice of such meeting, except where a person attends a meeting for the express purpose of objecting to the transaction of any business because the meeting was not lawfully called or convened. Section 5. Disallowed Compensation: Any payments made to an officer or employee of the company such as a salary, commission, bonus, interest, rent, travel or entertainment expense incurred by him, which shall be disallowed in whole or in part as a deductible expense by the Revenue Canada, shall be reimbursed by such officer or employee to the company to the full extent of such disallowance. It shall be the duty of the directors, as a Board, to enforce payment of each such amount disallowed. In lieu of payment by the officer or employee, subject to the determination of the directors, proportionate amounts may be withheld from their future compensation payments until the amount owed to the company has been recovered. Section 6. Resignations: Any director or other officer may resign at anytime, such resignation to be in writing, and to take effect from the time of its receipt by the company, unless some time is fixed in the resignation and then from that date. The acceptance of a resignation shall not be required to make it effective. ARTICLE IX -- ANNUAL STATEMENT Section 1. The Chair, Co-Chair and Board of Directors shall present at each annual meeting a full and complete statement of the business and affairs of the company for the preceding year. Such statement shall be prepared and presented in whatever manner the Board shall deem advisable and need not be verified by a certified public accountant. |
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