Vancouver Island Ex-Cadet Club BYLAWS

Vancouver Island Ex-Cadet Club BYLAWS ARTICLE 1. - NATURE AND AFFILIATION 1.1 The Club shall be affiliated with the Royal Military Colleges [RMC] Club of Canada, and with Le Club des Anciens du College militaire royal [CMR] de Saint-Jean. 1.2 All assets of the Club shall be used in promoting the objectives of the Club. No member shall have any right or claim to any assets of the Club. 1.3 In the event that the Club is wound up or amalgamated with some other organization, no part of the assets of the Club shall be distributed to any of the members, but shall be transferred to some other organization which has objectives similar to those of the Club and which is of a not-for-profit nature. ARTICLE 2. - FINANCIAL YEAR 2.1 The financial year of the Club shall commence on 1 January and end on 31 December of each year. ARTICLE 3 MEMBERSHIP 3.1 Any person who is a member of the RMC Club of Canada and who lives on Vancouver Island or one of the Gulf Islands is automatically a member of the Vancouver Island Ex-Cadet Club 3.2 The Constitution and Bylaws of the RMC Club of Canada provide for, inter alia, the following categories of membership: 3.2.1 Ordinary Members. The following shall be Ordinary Members of the RMC Club of Canada upon payment of dues: 3.2.1.1 Ex-Cadets, that is, Gentlemen and Ladies who have served as Cadets or Officer Cadets at the Royal Military College of Canada, Royal Roads Military College, le Collège militaire royal de Saint-Jean, the Royal Naval College of Canada, Royal Canadian Navy Special Entry, HMCS Royal Roads, Royal Canadian Naval College, the R.C.N.-R.C.A.F. Joint College, Canadian Services College Royal Roads, or ex-officers who were eligible to be members of the Royal Roads Club, and who have received their

honourable discharge or have been commissioned in the Forces or honourably released. 3.2.1.2 Persons who have attended the Canadian Military Colleges in a capacity other than as Cadets or Officer Cadets, who have graduated from a recognized degree course at one of the Colleges or from the Land Forces Technical Staff Program administrated by the College. 3.2.1.3 This category of membership does not include Gentlemen or Ladies granted an honorary degree by one of the Canadian Military Colleges who may be admitted to membership as Honorary Members of the RMC Club. 3.2.2 Associate Members. Members or former members of the Board of Governors, members or former members of the senior staff of the Colleges, of the Club or of the Foundation, particularly those in close contact with Cadets, and with the unanimous consent of the Executive Committee of the RMC Club of Canada, persons who have made a significant contribution towards the objects of the Club, particularly that of advancing the welfare of the Cadets, who are not eligible for other classes of membership, may be offered Associate Membership in the RMC Club of Canada. Associate Members shall pay dues, may not vote at meetings of members and may not hold office. They shall be granted a special Club number greater than 100 with the prefix A. 3.2.3 Life Members. Any Ordinary Member or any Associate Member may, upon application, be made a Life Member upon payment of a fee to be determined from time to time by the Executive Committee of the RMC Club of Canada. 3.3 Vancouver Island Only Members. This category of membership is available to those persons eligible for membership in the RMC Club of Canada who do not wish to join the RMC Club of Canada. It is primarily intended for those eligible persons who never attended the Royal Military College of Canada in Kingston. The fee for the VI Only membership shall be equal to the amount remitted to the club by the RMC Club of Canada for each Ordinary member. This category of membership may only be purchased from the Vancouver Island Ex-Cadet Club. 3.4 Honorary Members. Persons who have rendered special service to the Canadian Military Colleges or to the Vancouver Island Ex-Cadet Club may be elected to Honorary Membership in the Club. Persons so elected will be assigned a number with the prefix VIS. They shall be exempt from paying annual dues and shall have no voting privileges. Honorary Membership in the Vancouver Island Ex-Cadet Club does not confer Honorary Membership in the RMC Club of Canada. 3.5 Cessation of Membership - A person shall cease to be a member of the Club: 3.5.1 upon his or her death;

3.5 2 upon being expelled from membership [See 3.6 below]; 3.5.3 upon having been a member not in good standing for six consecutive months [See 3.7 below]; or 3.5.4 upon resigning from membership in the Club [See 3.8 below]. 3.6 Expulsion from Membership 3.6.1 A member may be expelled from membership in the Club by an ordinary resolution of the members passed at a General Meeting of the membership. Any member, whose conduct has been such as to bring discredit or dishonour upon the Club, shall be liable to be expelled from membership. 3.6.2 Any member may complain to an Officer of the Club concerning the conduct of another member. It shall be the duty of such Officer to bring the matter to the attention of the Executive Committee at its next meeting. 3.6.3 The Executive Committee shall investigate the conduct of the member against whom the complaint has been brought and shall make a written recommendation as to whether or not that member should be expelled from membership. 3.6.4 The member in question shall be notified in writing, at least two weeks prior to a meeting of the Executive Committee called to investigate that member's conduct, of the complaint brought against the member. Such written notification shall include full details of the complaint and notice that the member in question is entitled to appear in person, or to be represented by another member, for the purpose of defence against the complaint, at the investigation by the Executive Committee. 3.6.5 If the Executive Committee, by a two-thirds majority vote of those present at a duly constituted meeting of the Committee, recommends that the member in question should be expelled from membership, copies of such written recommendation shall be forwarded to the member in question and to the member lodging the complaint, at least two weeks prior to the next General Meeting of the membership, together with notice that the member in question is entitled to appear in person, or to be represented by another member, for the purposes of appealing the recommendation, at that General Meeting. 3.6.6 A simple majority vote, of those entitled to vote at the General Meeting at which the resolution to expel the member is proposed, shall determine whether or not the member in question shall be expelled from membership. If the vote determines that the member in question shall be expelled from membership, then that person shall cease immediately to be a member of the Club. If the vote determines that the member in question shall not be expelled from membership, then the recommendation of the Executive Committee shall be considered withdrawn and deleted from the record.

3.7 Members Not in Good Standing - Any member, who has failed to pay the prescribed annual membership fee, or any other subscription or debt due and owing by him or her to the Club, is a member not in good standing and shall remain not in good standing so long as the debt remains unpaid. Members shall be notified in writing of their being members not in good standing. 3.8 Resignations - A member wishing to resign from the Club shall give notice in writing to the Secretary. 3.9 Obligations of Membership - Every member of the Club shall uphold this Constitution and comply with these bylaws. ARTICLE 4. - MEETINGS OF MEMBERS 4.1 General Meetings Except during the summer months of July and August, General Meetings of members of the Club shall normally be held once per month. 4.2 Annual General Meetings - Annual General Meetings of the members of the Club shall be held once in each calendar year and not later than six months after the Club's financial year end, at such time and place as shall be determined by the Executive Committee. 4.3 Special General Meetings - Special General Meetings of the members of the Club may be held at any time upon the request of the President, or of the Executive Committee, or upon written request to the Secretary by twenty five (25) members in good standing of the Club. In that latter case, such meeting shall be held within 21 days of receipt of such request by the Secretary, at such time and such place as the Executive Committee may direct. 4.4 Notice of Meetings - The Secretary shall notify members of the Club at least 15 days before an Annual General Meeting, or at least 15 days before a Special General Meeting. Such notice shall specify the date, time and place of the meeting, and the business to come before such meeting. Failure to give notice to any member through inadvertence shall not invalidate the calling of a meeting. 4.5 Entitlement to Vote - Only members in good standing shall be entitled to vote at meetings of the Club. 4.6 Quorum - At any General meeting of members, twenty five (25) members entitled to vote, present in person, shall constitute a quorum for transaction of business. 4.7 Chairman - The President, or failing the President, the First Vice-President, or failing the First Vice-President, the Second Vice-President shall act as Chairman of General Meetings.

4.8 Voting: 4.8.1: Voting shall be by a show of hands of those members present at a General Meeting plus the postal and electronic mail votes, if any, returned to the Club's Secretary in accordance with paragraphs 4.8.6 and 4.8.7, by members not present at a General Meeting, 4.8.2: Voting by Proxy shall not be permitted at any time. 4.8.3: Matters of ordinary business shall be decided by a simple majority of votes cast in accordance with paragraph 4.8.1. 4.8.4: Approval of a Special Resolution requires a three-quarters majority of votes cast. 4.8.5: The Chairman shall not vote on any matter as long as occupying the chair, except in the event of a tie vote, when the Chairman may vote to decide the matter. 4.8.6: The Club Secretary shall provide postal and electronic mail ballots to members requesting such not later than seven (7) calendar days prior to a General Meeting at which a vote is to be taken on the subject of the ballot. 4.8.7: Members must return their completed postal or electronic mail ballots to the Club Secretary not later than one day prior to the meeting at which the vote is to be taken on the subject of the ballot. ARTICLE 5. OFFICERS OF THE CLUB 5.1 The Club shall be directed by Officers of the Club who have been elected by the membership, or appointed by the Executive Committee in accordance with Article 7.3. 5.2 Candidates for election as Officers of the Club shall be members in good standing of the Club. [See Article 3.7] Officers of the Club shall maintain their memberships in good standing during the period for which they have been elected. 5.3 Officers of the Club shall be elected each year, for a term of one year, by members in good standing at the Annual General Meeting of the Club. Officers shall include at least a President, a First Vice-President, a Second Vice-President, an Entertainment Officer, an Old Brigade Representative a Secretary and a Treasurer. The latter two positions may be combined as a Secretary-Treasurer. The immediate Past President shall also be an Officer of the Club.

5.4 Nominations for positions of Officers of the Club may be submitted by a member in good standing to the Secretary at any time before voting on the matter commences. 5.5 None of the Officers of the Club shall be entitled to any remuneration for carrying out their duties. The Executive Committee may authorize reimbursement of Officers for expenses actually incurred by them in the conduct of their duties. ARTICLE 6. - DUTIES OF OFFICERS 6.1 President - The President shall, if present, preside at all Annual General and at all Special General Meetings of the members of the Club, and at all meetings of the Executive Committee. The President shall be the chief officer of the Club and shall be responsible for general supervision of the operations and affairs of the Club. 6.2 First Vice-President - During the absence of the President, the First Vice- President shall perform the duties of the President, including presiding at meetings. 6.3 Second Vice-President - During the absence of both the President and the First Vice-President, the Second Vice-President shall perform the duties of the President, including presiding at meetings. 6.4 Entertainment Officer - The Entertainment Officer shall be responsible for organizing the Club s entertainment activities. 6.5 Old Brigade Representative - The Old Brigade Representative shall be responsible for maintaining contact with the Adjutant of the Old Brigade and reporting Old Brigade issues to the membership. 6.6 Secretary - The Secretary shall be responsible for administering regular nonfinancial operations of the Club as required by articles of the Constitution and shall: 6.6.1 conduct the correspondence of the Club, except that related to financial matters; 6.6.2 prepare, maintain and as required, distribute minutes or records of all proceedings of the Club and the Executive Committee; 6.6.3 prepare and maintain records of membership in the Club; 6.6.4 prepare and issue notices of meetings of the Executive Committee and the Club; 6.6.5 conduct day-to-day operations of the Club, including arranging for meetings and preparing and distributing newsletters and any other correspondence;

6.6.6 have custody of all records and documents except those records and documents relating to financial matters; and, 6.6.7 maintain communications with the RMC Club of Canada and its branch organizations, and with Class or Year representatives of its members. 6.7 Treasurer - The Treasurer shall be responsible for administering the financial operations of the Club as required by articles of the Constitution and shall: 6.7.1 conduct correspondence of the Club relating to financial matters; 6.7.2 prepare and maintain records of dues paid by members of the Club; 6.7.3 administer the financial affairs of the Club, account for receipts and expenditures of Club funds, and prepare and render financial statements to the Executive Committee, the membership and others when required; and, 6.7.4 have custody of all financial records and documents of the Club. 6.8 Past President - The Past President shall be responsible for proposing a slate of Club Officers to the Executive Committee each year. Following approval by the Executive Committee this slate shall be nominated by the Executive Committee for election at the Annual General Meeting. ARTICLE 7. - EXECUTIVE COMMITTEE 7.1 The Executive Committee shall consist of: 7.1.1 The Officers of the Club; 7.1.2 Other members as deemed necessary and appointed by the Officers of the Executive Committee. 7.2 The Executive Committee shall supervise the day-to-day operations of the Club. It may establish sub-committees as deemed necessary. 7.3 Vacancies - Any vacancy on the Executive Committee may be filled by a resolution of the remaining Officers of the Executive Committee appointing new Officers to hold office until the next Annual General Meeting. 7.4 Meetings of the Executive Committee - The Executive Committee shall meet at least three times a year, at such times as may be determined by the President. 7.5 Notice of Calling of Meetings - The Secretary shall notify members of the

Executive Committee of the calling of a meeting, specifying the date, time and place for holding the meeting, and the business to come before the meeting. 7.6 Chairman - The President, or failing the President, the First Vice-President, or failing the First Vice-President, the Second Vice-President shall act as Chairman of the meeting. The Chairman shall be allowed to vote on any matter that comes before the meeting, and shall have a second or deciding vote in the case of a tie vote. 7.7 Quorum - A quorum for transaction of business by the Executive Committee shall be four (4) of its members present in person. 7.8 Voting - Action by the Executive Committee shall be authorized by a vote of the majority of the members present. 7.9 Action by the Executive Committee may also be authorized by a vote communicated by postal or electronic mail when it is not deemed necessary to convene a meeting. 7.10 Powers and Duties of the Executive Committee - The Executive Committee shall: 7.10.1 supervise the day-to-day affairs of the Club; 7.10.2 prepare an annual budget for approval by the general membership at an Annual General Meeting; 7.10.3 administer operating expenditures within the budget approved at the last Annual General Meeting; 7.10.4 execute specific contracts and banking documents; 7.10.5 authorize employment and appointment of persons or sub-committees for specific tasks; 7.10.6 authorize certain persons to represent the Club for specific purposes; and 7.10.7 determine the value of annual dues to be levied on members, subject to approval by the membership at a meeting of members. ARTICLE 8 - SUSPENSION OF OFFICERS, OR EXECUTIVE COMMITTEE MEMBERS 8.1 An Officer of the Club, or a member of the Executive Committee, may be

suspended from office by the Executive Committee for continued neglect of duty, or for violation of the Club Constitution, or its bylaws or rules. 8.2 When circumstances prevent a meeting of the Executive Committee for this purpose, the Executive Committee may suspend such Officer, or member of the Executive Committee upon receiving the written consent of a majority of members of the Executive Committee. ARTICLE 9 - HONORARY PRESIDENT 9.1 As a measure of respect for ex-cadet seniority, the ex-cadet having the earliest year of entry and the lowest college number may be appointed by the President as the Honorary President subject to the approval of the majority of the members at a General Meeting of members. In the event that the senior member declines, or is unable to accept the appointment, the President may propose the next senior member. While the Honorary President may from time to time be invited to attend Executive Committee meetings he/she shall have no vote. ARTICLE 10. - INDEMNIFICATION OF OFFICERS AND OTHERS 10.1 Indemnification - The Club shall, with the approval of the Court, indemnify an Officer, or a former Officer, or any person who acts or acted at the Club's request, and their heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or to satisfy a judgment, actually and reasonably incurred in respect of any civil, criminal or administrative action or proceeding to which such person is made a party by reason of being or having been an Officer, or a person acting at the Club's request, if: 10.1.1 such person acted honestly and in good faith with a view to the best interests of the Club; and 10.1.2 in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, such person had reasonable grounds for believing that his or her conduct was lawful. 10.2 Indemnification in Derivative Actions - the Club shall, with the approval of a Court, indemnify a person referred to in Article 10.1 in respect of an action by, or on behalf of, the Club to procure a judgment in its favour, to which such person is made a party by reason of holding or having held such position in the Club or so acted, against all costs, charges and expenses actually and reasonably incurred in connection with such action, if such person fulfils the conditions set out in Articles 10.1.1 and 10.1.2.

10.3 Right to Indemnity - A person referred to in Article 10.1 is entitled to indemnity from the Club in respect of all costs, charges and expenses actually and reasonably incurred by such person in connection with the defence of any civil, criminal or administrative action or proceeding to which such person is made a party by reason of holding or having held a position in the Club or so acted, if the person seeking indemnity: 10.3.1 was substantially successful on the merits in the defence of the action or proceeding; and, 10.3.2 fulfils the conditions set out in Articles 10.1.1 and 10.1.2. 10.4 Insurance - Subject to the provisions of any applicable legislation, the Club may purchase and maintain insurance for the benefit of its Officers, or other persons acting at the Club's request. ARTICLE 11. - POWERS OF BORROWING 11.1 In order to carry out the objectives of the Club, the Executive Committee on behalf of and in the name of the Club, may raise or secure the payment or repayment of money in the manner they decide, and in particular, but without limiting the foregoing, by the issue of debentures. 11.2 No debenture shall be issued without the sanction of a special resolution. 11.3 The membership of the Club may by a special resolution restrict the borrowing powers of the Executive Committee, but a restriction so imposed shall expire at the next Annual General Meeting of the membership. ARTICLE 12. AMENDMENTS 12.1 These bylaws may be amended only by special resolution at an Annual or Special General Meeting of the members. 12.2 The Secretary shall give written notice to members, of intent to amend these bylaws at least 15 days before any such Annual or Special General Meeting. 12.3 Proposals to amend these bylaws may be submitted by any member of the Club by forwarding such proposed amendment in writing, together with full supporting particulars, to the Secretary.

12.4 The Secretary shall put such proposed amendment before the next meeting of the Executive Committee and if the Executive Committee, by an affirmative vote of at least two-thirds of the members present at a duly constituted meeting thereof approves the proposed amendment, it shall be submitted to an Annual or Special General Meeting of the members for consideration. 12.5 In the event that the Executive Committee does not approve a proposed amendment, the Secretary shall so advise the proposer in writing, complete with reasons for non-approval by the Executive Committee. 12.6 Notwithstanding non-approval of any proposed amendment by the Executive Committee, any such proposed amendment shall be submitted to the next Annual General Meeting of members when a written request to do so, signed by at least twenty five (25) members in good standing, is delivered to the Secretary at least 30 days prior to the date set for the next Annual General Meeting. Original dated: 31 May 1994 Amended: 1 May 1997 3 February 2000 4 May 2000 6 May 2010