Constitution
The Constitution of the BlueSky Club Third Revision - October 1990
The parties hereto have mutually agreed to amend the original Constitution of the Club, set out in October of 1987, as well as the amendments made by the Club in a signature circular dated November 16, 1989. Upon due passing of this Constitution, this document supercedes any that have come before it. This agreement witnesseth that in consideration of the premises, the parties themselves, their heir, executors and administrators do hereby agree that:
Article I - NAME
(1) The Club shall be known as the BlueSky Club and be hereinafter referred to as “The Club”
Article II - OBJECTIVES
(1) To educate its members in fundamental principles and techniques of accepted investment practices. (2) To invest funds mutually for long term Improvement of financial position in a broad range of investment opportunities.
Article III - CLUB STRUCTURE
(1) The Club will consist of one investment team composed of each member of the Club.
(2) The Club will consist of one (1) Trading Account. The names registered with the Broker as representing the Club will be that of the Executive Committee.
Article IV - EXECUTIVE COMMITTEE
(1) The Executive Committee shall consist of five (5) members. The President, Secretary, Treasurer and two (2) other members. At least one of the Committee members must be a Registered Representative of a Stock Brokerage firm.
(2) The President, Secretary, Treasurer, and the two additional members shall be elected from the membership at large at the October meeting as described in Article VII, Section (1).
(3) No member may hold the position of President, Treasurer or Secretary for more than two (2) consecutive terms.
Article V - OPERATIONS
(1) Any member of the Executive Committee is permitted to execute a trade on behalf of the Club, provided that a dutifully executed resolution has been passed. The Club Treasurer shall administer the Club trading account.
(2) No purchases, sales or other dealings with assets of the Club shall be made unless a resolution has been passed by the majority of the members of the Club present at a meeting authorizing such action. A chit with signatures and ballots (yea or nay) of each Club member present shall be submitted to the Treasurer for each action taken.
2A ) Should an urgent situation arise such that a sale or purchase of assets for the Club is necessary under circumstances rendering it impractical to leave the matter for decision at a regular meeting of the Club, the responsibility for making the trade falls upon the Executive Committee. No fewer than three members of the five member Executive Committee must approve the transaction in order for it to pass.
2B) It is the responsibility of the Club Secretary to inform the membership at large, via a timely written notice, of any transaction that has been completed by special action of the Executive Committee.
(3) No purchases shall be made at any time on margin, nor shall there be any short sales nor shall the assets of the Club at any time be pledged as security or collateral for any loan or for any other purposes.
(4) The Treasurer shall prepare a monthly statement showing the holdings and value of the assets of the Club for review at the regular monthly meetings.
(5) Members will be required to contribute $250 semi-annually on or before the last Thursday of the months of April and October.
(6) The Club may invest fund monies in any publicly traded situation in North America including stocks, bonds, over-the-counter stocks, options, warrants and rights, so long as they do not represent exposure to unlimited downside risk (i.e. short positions).
(7) The meetings shall be held, when possible and practical, once per month as called by the President and announced by the Secretary.
(8) Special General Meetings of the Club may be called by the President upon the request of any eight members of the Club.
Article VI - DUTIES
(1) The Executive Committee shall administer the day to day activities of the Club, insure these activities are conducted in a proper manner, and insure the articles of the constitution are adhered to. The Executive Committee shall also determine the amount of monies to be held in the house account to cover operating expenses.
(2) The President shall preside at meetings and appoint committees to oversee various aspects of the Club’s activities.
(3) The Secretary shall keep the minutes of Club meetings, report on previous meetings, prepare a summary report on all transactions that have been executed for each given month, alert the membership at large of any “special” transactions that have been affected on behalf of the Club by the Executive Committee, and prepare all other correspondence of the Club.
(4) The Treasurer shall collect membership fees, prepare a monthly status record, report on the relative performance of the Club’s financial affairs, maintain a set of books covering the Club’s financial operations and assets, and prepare statements of the member’s liquidation value.
Article VII - VOTING
(1) Each member is entitled to one vote for the purpose of electing the President, secretary, Treasurer, and the other two members of the Executive Committee. Election of the President, Secretary and Treasurer shall be by secret ballot while the election of the other two Executive Committee members shall be by show of hands (Article IV, Section (2)). The outgoing President shall act as return officer in this case.
(2) Any changes to this charter require a 66% majority of the membership at large
(3) The day to day business of the Club requires only a majority of the Executive (the President’s vote = 1.5 votes) Committee.
(4) From time to time the Executive Committee may put business issues to the general membership for their consideration. At such time a majority of the members present at any particular meeting shall carry that order of business, hence, attendance at meetings is important.
(5) A quorum consists of six members.
(6) Each member of the Club is entitled to one vote with respect to each investment decision proposed at a regular or properly called special meeting. A majority vote by the members present at a the meeting shall carry a decision provided a quorum is present. A chit recording the signatures and voting results shall be forwarded to the Treasurer.
(7) Each member is entitled to one vote with respect to membership issues as described in Article VII, sub-Sections (3) and (11).
Article VIII - MEMBERSHIP
(1) Membership shall be limited to 36.
(2) Prospective new members shall be selected from a waiting list, established on a first come, first serve basis. In the event of simultaneous application for membership, the order in which candidates are considered for membership shall be by draw.
(3) A prospective member shall attend at least one meeting before being considered for membership.
(4) Approval of admission of a new member requires a unanimous vote, save two, of all members present at a meeting. Voting is by secret ballot. Ballots shall be counted by any three members of the Executive Committee.
(5) New members are bound by all terms and provisions herein in the same manner as other members.
(6) When a new member is admitted to the Cub he will be notified of his admission by the Secretary and of the amount of his initiation fee, which amount shall be the net assets of the Club divided by the number of Club members at that time. The new member shall forward the said amount to the Treasurer within two weeks of notification.
(7) If any member should fail to pay his initiation fee within the time set out in sub-Section (6) hereof or be delinquent for a period of over 15 days in the payment of his semi-annual contribution he shall be given notice by the Treasurer, and if he should fail to make payment of his arrears within fifteen days he shall automatically cease to be a member of the Club on the date of expiration of the fifteen days after the date on which said notice was mailed.
(8) A member may resign from the Club upon giving thirty days’ written notice to the Secretary.
(9) No member shall assign his membership or pledge, mortgage or otherwise encumber his interest in the Club and in the event he should do any of these things or allow a charge either by way of execution or any other way against his interest in the Club, or in the event a member makes an assignment for the benefit of creditors or becomes bankrupt or insolvent, then in the event of any violation of this section, the said member shall by and at the time of his act cease to be a member of the Club.
(10) A member shall cease to be a member; on the expiration of the fifteen days referred to in Article VIII sub-Section (7), on the expiration of thirty days’ notice of resignation as referred to in Article VIII subSection (8), at the time of any of the violations as set out in Article VIII sub-Section (9) and on the death of the said member.
Article IX - CONFLICT OF INTEREST
(1) Should any member during the course of normal Club business find himself in a conflict with respect to insider information or trading, that member shall refrain from participation in any discussions regarding that investment.
Article X - BANKING AND SECURITY
(1) The Club shall maintain with a bank, trust company, stockbroker and/or investment dealer an account or accounts in which all funds and securities of the Club are to be held. All cheques or other documents relating to the Club’s banking may be signed by the Treasurer, providing he is satisfied the terms of this charter are being adhered to.
Article XI - DURATlON
(1)The Club shall not be terminated by the withdrawal or death of any member.
(2) The club shall be terminated by a resolution passed by a majority of two-thirds of all the members
Signed in Counterpart by:-
Arseneau, Gilles
Borland,Jim
Browne, Dave
Christopherson, Robert
Corr, Dermott F.
Dickie, Bill
Empey, Don
Farrell, Patrick
Hartwick, Perry
Holmes, Peter
Johnson, Myles R.
Koyle, Bill
Macintosh, Jamie
Masionis, Sal A.
Mathers, Suzanne
Nutter, Ernie
Park, Ian
Pearson, Bill
Robinson, Don
Russell, Laurie
Sills, Tom
Trussler, Geordie
White, Vance
Wilder, Bill
Winfield, Bruce