Article 1 – Name and Seal
The name of the Society is the CFD Society of Canada/Société canadienne de CFD.
Article 2 – Aim
The Society exists for the advancement of computational fluid dynamics in Canada.
Article 3 – Membership
Membership is open to all persons and organizations having an interest in computational fluid dynamics.
Article 4 – The Executive
The Executive of the Society consists of the President, the Executive Officer, the Membership Officer, the Communications Officer, the Secretary and the Treasurer.
Article 5 – Non-Profit Status
The Society does not have a purpose of financial gain for its members. Any profits or other accretions to the organization shall be used in promoting the advancement of computational fluid dynamics. In the event of dissolution or winding-up of the society, all the remaining assets, after payment of liabilities, shall be distributed to one or more of the non-profit organizations in Canada having cognate or similar interests.
II. The Objectives of the Corporation
To further the application of computational fluid dynamics for the benefit of a better understanding of fluid dynamic processes in all applicable areas and thereby support the competitiveness of Canadian industry and advance knowledge in the field. These objects are to be met through:
- establishing a network of CFD practitioners and developers from industry, government and universities,
- identifying national needs and priorities for research in CFD,
- promoting research in CFD and related areas,
- enhancing industry’s capabilities in CFD,
- educating and training professionals in CFD,
- promoting the use and availability of computational tools for CFD,
- promoting communication and exchange within CFD and related disciplines,
- organizing conferences and seminars, and
- representing Canada at international fora.
The operations of the Corporation may be carried on throughout Canada and elsewhere.
In accordance with Section 65 of the Canada Corporations Act, it is provided that, when authorized by by-law, duly passed by the directors and sanctioned by at least two-thirds of the votes cast at a special general meeting of the members duly called for considering the by-law, the directors of the corporation may from time to time:
- borrow money upon the credit of the Corporation;
- limit or increase the amount to be borrowed;
- issue debentures or other securities of the Corporation;
- pledge or sell such debentures or other securities for such sums and at such prices as may be deemed expedient;
- secure any such debentures, or other securities, or any other present or future borrowing or liability of the Corporation, by mortgage, hypothecs, charge or pledge of all or any currently owned or subsequently acquired real and personal, movable and immovable, property of the Corporation, and the undertaking and rights of the Corporation;
- The Corporation shall have the power to receive, accept, use and hold grants, gifts, donations and legacies.
Any such by-law may provide for the delegation of such powers by the directors to such officers or directors of the Corporation to such extent and in such manner as may be set out in the by-law.
Nothing herein limits or restricts the borrowing of money by the Corporation on bills of exchange or promissory notes made, drawn, accepted or endorsed by or on behalf of the Corporation.
The by-laws of the Corporation shall be those filed with the application for letters patent until repealed, amended, altered or added to.
The Corporation is to carry on its operations without pecuniary gain to its members and any profits or other accretions to the Corporation are to be used in the promotion of its objects.
III. BY LAW NO. 1 (April 9, 1992)
A by-law relating generally to the conduct of the CFD Society of Canada BE IT ENACTED as a by-law of the CFD Society of Canada (hereinafter called the “Corporation”) that:
1. The head office of the Corporation shall be in the City of Ottawa in the Province of Ontario and shall be located therein at such address as the Board of Directors may from time to time determine.
2. The two seals, an impression of which appears in the margin hereof, shall be the corporate seal of the Corporation.
3. Membership in the Corporation shall be limited to persons interested in furthering the objects of the Corporation and shall consist of anyone whose application for admission as a member has received the approval of the Board of Directors of the Corporation or its delegate.
There shall be three classes of members:
Individual membership of the Corporation shall be open to any individual interested in supporting the objects of the Corporation. It is intended that membership should be representative of a cross section of different industries, universities, institutions, government agencies and regions of Canada. Such individual members shall pay an annual fee and shall enjoy all the rights and privileges of active members as prescribed by the by-laws.
Corporate membership shall be open to any firm, university, institution, government agency, industrial association or other body whose activities are supportive of the objects of the Corporation. Corporate members shall pay an annual fee. A corporate member shall be represented by an individual voting member who shall enjoy all the rights and privileges of active members as prescribed by the by-laws.
Student membership shall be open to any college or university student. Student members shall pay a prescribed annual fee. Student members shall enjoy all the rights and privileges of active members as prescribed by the by-laws.
5. Each class of members shall pay such fees as may be determined from time to time by resolution of the Board of Directors.
Termination of Membership
7. The membership in the Corporation is not transferable and lapses and ceases to exist upon the Member’s death, insolvency, or mental incompetency or when the Member ceases to be a member by resignation or withdrawal or when the term of his or her Membership expires and is not renewed, or otherwise in accordance with the by-laws of the Corporation.
8. A Member may at any time resign and withdraw from membership in the Corporation by resignation in writing addressed and delivered or mailed to the President or to the Secretary of the Corporation.
9. Any member may be required to resign by vote of three-quarters (75%) of the members at a general meeting.
Meetings of the Members
10. The annual and any other meeting of the Members of the Corporation shall be held at the head office of the Corporation or elsewhere in Canada and on such day as the Directors may determine.
11. No public notice or advertisement of meetings of the Members, annual or special, shall be required, but notice of the time and place of every such meeting shall be delivered or sent by electronic means or shall be mailed to each Member. Not less than fourteen days shall elapse between the notice and the time at which the meeting is to take place, taking into consideration, all reasonable means and with all due regard to legal responsibility.
12. At any meeting of the Members, annual or special, eleven members, excluding Directors, shall constitute a quorum for the transaction of business.
13. The Directors may at any time call a special meeting of the Members at such time and place as they may appoint, for the transaction of any business, the general nature of which is specified in the notice calling the meeting. The notice announcing a special meeting will provide sufficient information to members to form a reasoned judgement.
14. A special meeting of the Members of the Corporation may be called by at least 20 per cent of the Members, but no less than five of the Members, thereof upon giving written notice to the Secretary of the Corporation specifying in detail the exact nature of the business that is to come before the meeting.
15. Such special meeting shall be held within thirty days of receipt of such notice, and notice of the meeting shall be given to the Members in the manner herein provided.
Annual General Meeting
16. At every annual meeting of the Members, in addition to any other business that may be transacted, the report of the Officers on the affairs of the Corporation for the previous year, the balance sheet and financial statements, including a statement of income and expenditure for the fiscal yer ending on the date of such balance sheet, and the report of the auditors therein shall be presented, Directors shall be elected as herein provided and auditors for the ensuing year shall be appointed and their remuneration fixed or authority given to the Directors to fix such remuneration.
17. The Chair shall establish a vote or votes that will ensure, to the extent possible, the following representation on the Board of Directors:
- two Directors from Industry;
- two Directors from Educational Institutions;
- two Directors from the Government or from its agencies; and
- one Director from the student membership.
The President and the four remaining Directors may be from any sector.
18. At all meetings of the members, each member shall have one vote. The President is not entitled to vote except when there is an equality of votes; in which case the President is entitled to vote.
19. At all meetings of the Members, every question shall be decided by a majority of the votes of the voting members present in person, unless otherwise required by the provisions of the Canada Corporations act, the Letters Patent or the by-laws.
20. Every question shall be decided in the first instance by a show of hands unless a secret ballot be demanded by any voting member. The President decides the procedure for voting and announces the results of voting.
21. The demand for a secret ballot may be withdrawn, but if it is not withdrawn, the question shall be decided by a majority of votes cast by the Members present in person, and the votes shall be taken in such manner as the President directs, and the results of the ballot shall be deemed the decision of the meeting upon the matter in question.
Vote by Resolution
22. Except as otherwise required by law, a resolution consented to at any time by the signatures of all the Members entitled to vote at a meeting of the Members is as valid and effective as if passed at a meeting of Members duly called, constituted and held for that purpose.
23. The affairs of the Corporation shall be managed by a Board of a minimum of seven and a maximum of eleven Directors. Directors must be members.