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ARTICLE XII
NOTICE OF MEMBERS MEETING

 

a) Notice of the time and place of a meeting of members shall be given to each member entitled to vote at the meeting by the following means:

  1. by mail, courier or personal delivery to each member entitled to vote at the meeting, during a period of 21 to 60 days before the day on which the meeting is to be held; or
  2. by telephonic, electronic or other communication facility (such as facsimile transmission or electronic mail) to each member entitled to vote at the meeting, during a period of 21 to 35 days before the day on which the meeting is to be held.

(b) In addition, the Corporation may choose to post notice of some or all meetings on its website.
(c) Any member who has not received notice during the required time period may waive such notice.
(d) Members shall be wholly responsible for providing up-to-date contact information. The Corporation is entitled to rely upon such information.
(e) A Special Resolution is required to make any amendment to the by-laws of the Corporation to change the manner of giving notice to members entitled to vote at a meeting of members.

ARTICLE XIII
DOCUMENTS

 

Subject to the Act, the board may sign any financial and business documents without authorization of the members. Subject to the Act, the board may delegate the signing of certain documents to a director, an officer, a committee of directors and/or officers, or a senior employee, or may require that certain documents be signed by two or more specific individuals (for example, the President and a senior employee). In addition, the board may from time to time direct the manner in which and the person or persons by whom a particular document or type of document shall be executed. Any person authorized to sign any document may affix the corporate seal (if any) to the document.

ARTICLE XIV
FISCAL YEAR

 

The fiscal year-end of the Company shall be determined by the board.
The fiscal year of the company shall begin on the first day of January of each year an end on the 31 day of December of that year.

ARTICLE XV
BANKING

 

The banking business of the Company shall be transacted at such bank, trust company, credit union or other firm or corporation carrying on a banking business in Quebec, Canada or elsewhere as the board of directors may designate, appoint or authorize from time to time by resolution. The banking business or any part of it shall be transacted by the chief executive of the Corporation and/or such other persons as the board of directors may by resolution from time to time designate, direct or authorize.


The Treasurer shall have the custody of the funds and securities of the Corporation and shall keep full and accurate accounts of all assets, liabilities, receipts and disbursements of the Corporation in the Corporation’s books, and shall deposit all monies, securities and valuable effects in the name and to the credit of the Corporation in such banks, credit unions, trust companies, securities firms, or similar institutions, as may be designated by the Board from time to time. He/she shall disburse the Corporation’s funds as may be directed by proper authority, taking proper vouchers for such disbursements, and shall render to the Board at Board meetings, or whenever they require it, an accounting of all the transactions and a statement of the financial position, of the Company. He/she shall also perform such other duties as may from time to time be directed by the Board.


The Secretary shall attend all meetings of members and of the Board and, when in attendance, shall act as clerk of the meeting and record all votes and minutes of all proceedings in the books to be kept for that purpose. He/she shall give or cause to be given notice of all meetings of members and of the Board. He/she shall perform all other duties as may be assigned by the Board to the President, under whose supervision the Secretary shall be.

ARTICLE XVI
BY-LAWS AND EFFECTIVE DATE

 

By-laws of the Company may only be amended by Special Resolution at a meeting of members.
They shall become effective immediately.
By-laws complies Law of company (RLRQ Chapter C-38).

ARTICLE XVII
DISSOLUTION

 

(a) If the Corporation is dissolved and if it has assets upon dissolution, all assets must be distributed to one or more registered Canadian charities with purposes similar to those of the Corporation or, if no such charities exist, to one or more registered Canadian charities. For greater certainty, such assets shall be distributed to one or more qualified donees, within the meaning of the Income Tax Act (Canada).
(b) This article may only be amended by Special Resolution at a meeting of members.

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DUFFY BROTHERHOOD

On September 26th 2018, at the Cocktail opening the IFD Annual General Meeting in Cape Town, South Africa, Mr. Duffy Malherbe was inducted into the Brotherhood of Sterkenburgers.

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