BYLAWS OF THE
INTERNATIONAL KARATE ORGANIZATION KYOKUSHINKAIKAN (CANADA)
(Revised June, 2006)
INCORPORATION
1) The INTERNATIONAL KARATE ORGANIZATION KYOKUSHINKAIKAN (CANADA) (hereinafter referred to as IKOK-C) was granted a charter of letters patent in August 1997 under provisions of Part II of the Canada Corporations Act (i.e. a corporation without share capital, also known as a Non-Profit Corporation.) (the gACTh)
2) The Head Office of IKOK-C shall be in the City/Municipality as specified in the Articles of Incorporation until changed in accordance with the Act.
3) The seal, an impression whereof is stamped in the margin hereof, shall be the seal of the IKOK-C and shall reside in the custody of the Secretary of the IKOK-C Board of Directors.
MEMBERS
4) The Members of the IKOK-C are the applicants for incorporation of the IKOK-C, and those persons who subsequently have become Members in accordance with these By-laws. All Members shall either be Yudansha Members or Kyu Members as defined below. Yudansha Members have the right to vote, while Kyu Members do not have the right to vote.
Yudansha Members
5) Yudansha Membership in the IKOK-C shall be granted to all persons interested in furthering the Mission of the IKOK-C and shall consist of anyone who has been granted the rank of Shodan or higher by the International Karate Organization Kyokushinkaikan (Japan), AND has been recognized as such by the Branch Chief, AND has been an active student or instructor at an IKOK-C Affiliated Dojo for a period of one (1) year.
6) The Directors may determine the Yudansha membership dues, if any.
7) Any Yudansha Member may withdraw from the IKOK-C by delivering to the Branch Chief of the IKOK-C a written resignation and lodging a copy of the same with the Secretary of the IKOK-C.
8) A Yudansha Member is deemed to have withdrawn from the IKOK-C after one (1) year of inactivity in the IKOK-C, unless the Branch Chief of the IKOK-C in consultation with the Affiliated Dojofs head instructor has approved such absence.
9) Yudansha Membership may be reinstated upon the recommendation of the Affiliated Dojofs head instructor, and with the approval of the Branch Chief of the IKOK-C upon the Yudansha Member returning to active training for a period greater than 30 days.
10) Yudansha Membership may be terminated by a vote of three-quarters (3/4) of the Yudansha Members at an annual general meeting.
KYU MEMBERS
11) Kyu Membership in the IKOK-C shall be granted to all persons interested in furthering the Mission of the IKOK-C and shall consist of anyone who has been granted the rank of 10th Kyu or higher by the IKOK-C AND has been actively training for a period of greater than one year AND continues to actively train at an IKOK-C Affiliated Dojo.
12) Kyu Members are non-voting, but shall have all other rights and privileges of other members including the right to receive any instruction, or participate in activities and programs, offered by or on behalf of the IKOK-C; and may, upon an expression of interest, be a member of a sub-committee of the IKOK-C.
13) The Directors may determine the Kyu membership dues, if any.
14) Any Kyu Member is deemed to have withdrawn from the IKOK-C after one (1) year of inactivity in the Affiliated Dojo, unless the Affiliated Dojofs head instructor has approved such absence.
15) Kyu membership may be reinstated with the approval of the Affiliated Dojofs head instructor upon the student returning to active training for a period greater than 30 days.
AFFILIATED DOJOS
16) Affiliation with the IKOK-C is granted to dojos (clubs) whose head instructor is a Yudansha Member of the IKOK-C, or is a Kyu Member specifically approved by the Branch Chief. Head instructors will be those recognized and accepted as head instructors by the Branch Chief.
17) To attain affiliation
a) The dojo shall have been an associated dojo for at least one year, unless specifically exempted by the Branch Chief
b) The Head Instructor shall enter into an Affiliated Dojo Agreement on behalf of the dojo.
c) The dojo shall make written application and pay fees as may be required
18) To maintain affiliation:
a) The head instructor must maintain Membership in the IKOK-C in accordance with these Bylaws.
b) The dojo must be operated in accordance with the Standards, Policies and Affiliated Dojo Policies as approved and amended from time-to-time by the IKOK-C
19) The Directors may determine the affiliation fees, if any.
20) Subject to approval by the Branch Chief, Affiliated Dojos may use the trademarked names IKOK-C and Kyokushin, and the trademark gKanji symbolh, such approval not to be unreasonably withheld. Such Kanji symbol is attached as exhibit gAh to these bylaws.
21) Students in dojos whose head instructor is not a Member of the IKOK-C, or whose head instructor has ceased to be a Member, may make special request to the Branch Chief for Affiliation status for the dojo, and the Branch Chief shall have sole discretion to grant or withhold such status.
22) Affiliation will cease (subject to section #21) upon the termination of Membership of the head instructor in accordance with these bylaws.
23) Students who maintain active training at an Affiliated Dojo will be entitled to all the rights of membership as described in these bylaws.
ASSOCIATED DOJOS
24) Association with the IKOK-C may be granted to dojos (clubs) whose head instructor wishes to become a member of the IKOK-C and operate an affiliated dojo. Head instructors will be those recognized and accepted as head instructors by the Branch Chief.
25) To qualify to become an Associated and then Affiliated Dojo:
a) The head instructor must agree to Membership in the IKOK-C in accordance with these Bylaws.
b) The dojo must be operated in accordance with the Standards, Policies and Affiliated Dojo Policies as approved and amended from time-to-time by the IKOK-C
c) The association must be maintained in good standing, in accordance with these criteria for a period of one (1) year at which time the Associated Dojo may be granted Affiliation Status.
26) The Directors may determine the association fees, if any.
27) Subject to approval by the Branch Chief, Associated Dojos may use the trademarked names IKOK-C and Kyokushin, and the trademark gKanji symbol.h
28) Association will cease (subject to section #21) upon the termination of the Membership of the head instructor in accordance with these bylaws.
29) Students who maintain active training at an Associated Dojo during the one year probationary period, will be entitled to all the rights of membership as described in these bylaws.
MEETING OF MEMBERS
30) General meetings of the IKOK-C will be held at such time and place, in accordance with the Act and these Bylaws, as the Directors decide.
31) Every general meeting, other than an annual general meeting, is a special meeting.
32) The Directors may, whenever they deem necessary, convene a special meeting or upon receiving written request for a special meeting endorsed by not less than 25% of all Yudansha Members. Notice of special meetings will be given in writing if possible and with as much advance notice as possible.
33) Written notice of general meetings shall be given fourteen (14) days in advance to all Yudansha Members if possible and will specify the place, the day and the hour of meeting and, in case of special business, the general nature of that business.
34) The inadvertent omission to give notice of a meeting to, or the non-receipt of a notice by, any of the Yudansha Members does not invalidate proceedings at that meeting.
35) The first annual general meeting of the Corporation will be held not more than 15 months after the date of incorporation and thereafter an annual general meeting will be held at least once every calendar year and not more than 15 months after holding the last preceding annual general meeting.
PROCEEDINGS AT GENERAL MEETINGS
36) No business, other than the election of a chairperson and the adjournment or termination of the meeting, will be conducted at a general meeting at a time when a quorum is not present.
37) If at any time during a general meeting there ceases to be a quorum present, business then in progress will be suspended until there is a quorum present or until the meeting is adjourned or terminated.
38) A quorum is a minimum of three (3) Yudansha Members present, or such greater number as the Yudansha Members may determine at a general meeting.
39) If within 30 minutes from the time appointed for a Membersf meeting a quorum is not present, the meeting will stand adjourned to the same day in the next week, at the same time and place
40) The Chairperson of the Board of Directors, or, in his absence, one of the other Directors present, will preside as chairperson of a general meeting.
41) If at a General Meeting
a) There is no Director present within 15 minutes after the time appointed for holding the meeting, or
b) All of the Directors present are unwilling to act as chairperson,
c) The Yudansha Members present will elect one of Yudansha Members to be chairperson.
42) A Yudansha Member in good standing present at a meeting is entitled to one vote, but a Kyu Member is not entitled to vote.
43) Voting is by show of hands, unless the Yudansha Members otherwise decide
44) Voting by proxy is permitted.
45) Any resolution of the Members, except as specified otherwise, shall be passed by simple majority of votes cast.
46) The Secretary or designate will record the proceedings of the Annual General Meeting and minutes shall be made available to all Members
BOARD OF DIRECTORS
47) A Board of Directors, comprised of a minimum of five Directors, shall manage the property and business of the IKOK-C. The maximum number of Directors shall be determined by a majority of the Directors at a meeting of the Directors and sanctioned by at least two-thirds (2/3) of the Yudansha Members at an annual general meeting. Directors must be at least18 years of age and must be Yudansha Members of the IKOK-C in good standing.
48) The Yudansha Members shall elect Directors for a term of 2 years at an annual general meeting.
49) The office of Director shall be automatically vacated:
a) If at a special meeting of Yudansha Members, a resolution is passed by (Majority or 2/3) of the Yudansha Members present that he be removed from office;
b) If a Director has resigned his office by delivering a written resignation to the Secretary of the corporation;
c) If he is found by a court to be of unsound mind;
d) If he becomes bankrupt or makes an arrangement under the Creditors Arrangement Act.
e) If he becomes convicted of an indictable offence under the Canadian Criminal Code or other Act of Parliament, or equivalent offence in any country.
f) Upon death.
Provided that if any vacancy shall occur for any reason in this paragraph contained, the Directors by majority vote, may, fill the vacancy with a Yudansha Member of the IKOK-C.
50) The Directors shall serve without remuneration and no Director shall directly or indirectly receive any profit from his position as such; provided that a Director may be paid reasonable expenses incurred by him in the performance of his duties. Nothing herein shall preclude any Director from serving the IKOK-C as an officer or in any other capacity and receiving compensation therefore.
51) A retiring Director shall remain in office until the dissolution or adjournment of the meeting at which the retirement is accepted and a successor is elected.
52) The Directors may administer the affairs of the IKOK-C in all things and make or cause to be made for the IKOK-C, in its name, any kind of contract which the IKOK-C may lawfully enter into and, save as hereinafter provided, generally, may exercise all such other powers and do all such other acts and things as the IKOK-C is by its charter or otherwise authorized to exercise and do.
53) The Directors shall have power to authorize expenditures on behalf of the IKOK-C from time to time and may delegate by resolution to an officer or officers of the IKOK-C the right to employ and pay salaries to employees. The Directors shall have the power to enter into a trust arrangement with a trust company for the purpose of creating a trust fund in which the capital and interest may be made available for the benefit of promoting the interest of the IKOK-C in accordance with such terms as the Board of Directors may prescribe.
54) The Board of Directors is hereby authorized, from time to time
a) To borrow money upon the credit of the IKOK-C, from any bank, corporation, firm or person, upon such terms, covenants and conditions at such times, in such sums, to such an extent and in such manner as the board of directors in its discretion may deem expedient;
b) To limit or increase the amount to be borrowed;
c) To issue or cause to be issued bonds, debentures or other securities of the IKOK-C and to pledge or sell the same for such sums, upon such terms, covenants and conditions and at such prices as may be deemed expedient by the Board of Directors;
d) To secure any such bond, debentures or other securities, or any other present or future borrowing or liability of the IKOK-C, by mortgage, hypothec, charge or pledge of all or any currently owned or subsequently acquired real and personal, movable and immovable, property of the IKOK-C, and the undertaking and rights of the IKOK-C.
55) The Board of Directors shall take such steps as they may deem requisite to enable the IKOK-C to acquire, accept, solicit or receive legacies, gifts, grants, settlements, bequests, endowments and donations of any kind whatsoever for the purpose of furthering the objects of the IKOK-C.
56) The Board of Directors may appoint such agents and engage such employees as it shall deem necessary from time to time and such persons shall have such authority and shall perform such duties as shall be prescribed by the Board of Directors at the time of such appointment.
57) The Board of Directors, by resolution, shall fix remuneration for all officers, agents and employees and committee members. Such resolution shall have force and effect only until the next meeting of Members when such resolution shall be confirmed by the Yudansha Members, or in the absence of such confirmation, then the remuneration to such officers, agents or employees and committee members shall cease to be payable from the date of such meeting of Members.
58) Meetings of the Board of Directors may be held at any time and place to be determined by the Directors provided that 7 days written notice of such meeting shall be given to each Director. There shall be at least one (1) meeting per year of the Board of Directors. No error or omission in giving notice of any meeting of the Board of Directors or any adjourned meeting of the Board of Directors of the IKOK-C shall invalidate such meeting or make void any proceedings taken thereat and any Director may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. Each Director is authorized to exercise one (1) vote.
59) A minimum of three (3) Directors shall constitute a quorum for meetings of the Board of Directors. Any meeting of the Board of Directors at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions by or under the by-laws of the IKOK-C.
60) In accordance with the Act, the IKOK-C will utilize the funds and resources of the IKOK-C to indemnify and save harmless every Director, Officer, employee and Branch Chief of the IKOK-C and (at the discretion of the Directors) every other person who undertakes any liability on behalf of the IKOK-C at the request of the IKOK-C, as well as the heirs, executors, administrators and assigns of such Directors, Officers, employees, Branch Chief and other persons (together, the "Indemnified Parties"), from and against all costs, charges and expenses of any nature whatsoever sustained or incurred in defending any action, suit or proceeding commenced against the Indemnified Parties or any one of them arising from any act or omission undertaken in connection with the IKOK-C.
BRANCH CHIEF & OFFICERS
61) The Branch Chief is appointed by the International Karate Organization Kyokushinkaikan (Japan) to represent its interests in Canada. The Branch Chief shall sit as an advisor to the Board of Directors and may only exercise voting privileges in the event of a tie vote amongst the Directors. In the absence of the Branch Chief, an advisor may be delegated by the Branch Chief to exercise authority to break a tie vote. The role and philosophy of the Branch Chief in respect of the IKOK-C is get forth in the policies of the IKOK-C.
62) Members with a rank of Yondan or higher as granted by the International Karate Organization Kyokushinkaikan (Japan) and as recognized by the Branch Chief, by virtue of their rank and all it entails, shall sit as advisors to the Board of Directors without voting privileges; notwithstanding that they be entitled to all rights of that of a Yudansha Member.
63) At the first meeting of a newly elected Board of Directors a Director shall be elected by the Board of Directors to act as Chairperson of the Board of Directors of the IKOK-C for the duration of the term of office. The Chairperson may be replaced at any time by a simple majority vote of the Board of Directors, provided the Chairperson shall continue to hold all rights of Director.
64) The Chairperson shall preside at all meetings of the Board of Directors, the annual general meeting, and at all other meetings of the IKOK-C.
65) The Board of Directors may appoint a Secretary, Treasurer and other officers as deemed necessary to carry out the business of the IKOK-C. The duties of Secretary and Treasurer will be filled by one or more Directors in-lieu of appointment of officers to these positions.
66) Officers shall be appointed by resolution of the Board of Directors at the first meeting of the Board of Directors following an annual meeting of Members.
67) The officers of the IKOK-C shall hold office for 2 years from the date of appointment or until their successors are appointed in their stead. Officers shall be subject to removal by resolution of the Board of Directors at any time.
68) The Secretary may be empowered by the Board of Directors, upon resolution of the Board of Directors, to carry out his or her affairs of the IKOK-C generally under the supervision of the Chairperson and shall attend all meetings and act as recording secretary thereof and record all votes and minutes of all proceedings in the books to be kept for that purpose. The Secretary shall maintain a current registry of Yudansha Members and shall give or cause to be given notice of all meetings of the Yudansha Members and of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors. The Secretary shall be custodian of the seal of the corporation, which they shall deliver only when authorized by a resolution of the Board of Directors to do so and to such person or persons as may be named in the resolution.
69) The Treasurer shall have the custody of the funds and securities of the IKOK-C and shall keep full and accurate accounts of all assets, liabilities, receipts and disbursements of the IKOK-C in the books belonging to the IKOK-C and shall deposit all monies, securities and other valuable effects in the name and to the credit of the IKOK-C in such chartered bank of trust company, or, in the case of securities, in such registered dealer in securities as may be designated by the Board of Directors from time to time. The Treasurer shall disburse the funds of the IKOK-C as may be directed by proper authority taking proper vouchers for such disbursements, and shall render to the Directors at the regular meeting of the Board of Directors, or whenever they may require it, an accounting of all the transactions and a statement of the financial position, of the IKOK-C. The Treasurer shall also perform such other duties as may from time to time be directed by the Board of Directors.
70) The duties of all other officers of the IKOK-C shall be such as the terms of their engagement call for or the Board of Directors requires of them.
COMMITTEES
71) The Board of Directors may appoint committees whose individuals will hold their offices at the appointment by the Board of Directors. The Directors shall determine the duties of such committees and may fix by resolution, any remuneration to be paid. Individuals appointed to committees need not be Members of the IKOK-C.
EXECUTION OF DOCUMENTS
72) Contracts, documents or any instruments in writing requiring the signature of the IKOK-C, shall be signed by any two officers and all contracts, documents and instruments in writing so signed shall be binding upon the IKOK-C without any further authorization or formality. The Directors shall have power from time to time by resolution to appoint an officer or officers on behalf of the IKOK-C to sign specific contracts, documents and instruments in writing. The Directors may give the IKOK-Cfs power of attorney to any registered dealer in securities for the purposes of the transferring of and dealing with any stocks, bonds, and other securities of the IKOK-C. The seal of the IKOK-C when required may be affixed to contracts, documents and instruments in writing signed as aforesaid or by any officer or officers appointed by resolution of the Board of Directors.
MINUTES OF BOARD OF DIRECTORS
73) The minutes of the Board of Directors shall not be available to the general membership of the IKOK-C but shall be available to the Board of Directors, each of who shall receive a copy of such minutes.
FINANCIAL YEAR
74) Unless otherwise ordered by the Board of Directors, the fiscal year end of the IKOK-C shall be December 31 of each year.
AMENDMENT OF BY-LAWS
75) The by-laws of the IKOK-C not embodied in the letters patent may be repealed or amended by by-law, or a new by-law relating to the requirements of subsection 155(2) of the Canada Corporations Act, may be enacted by a majority of the Directors at a meeting of the Board of Directors and sanctioned by an affirmative vote of at least two-thirds (2/3) of the Yudansha Members present at a an annual general meeting or a meeting duly called for the purpose of considering the said by-law.
BOOKS AND RECORDS
76) The Directors shall see that all necessary books and records of the IKOK-C required by the by-laws of the IKOK-C or by any applicable statute or law are regularly and properly documented and kept at the Head Office.
POLICIES, RULES AND REGULATIONS
77) The Board of Directors may, as they deem expedient, prescribe such rules and regulations not inconsistent with these by-laws relating to the management and operation of the IKOK-C, provided that such rules and regulations shall have force and effect only until the next annual general meeting when they shall be confirmed. Failing such confirmation at the annual general meeting shall at, and from that time cease to have any force and effect.
INTERPRETATION
78) In these by-laws and in all other by-laws of the IKOK-C hereafter passed unless the context otherwise requires, words importing the singular number or the masculine gender shall include the plural number or the feminine gender, as the case may be, and vice versa, and references to persons shall include firms and corporations.
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