Articles of Incorporation

Schedule "A" 

Restrictions on Activities of International Marine Simulator Forum Inc. (The Corporation) 

 The Corporation is established for the following purposes and shall restrict itself to such activities as in its opinion, directly or indirectly, furthers such purposes: 

a) To provide a forum for professionals involved in the advancement of maritime education, training, and research through the use of simulation. 

b) To contribute to improvements in training, operation and research in the maritime industry through the use of simulation. 

c) To provide an effective medium for the interchange of ideas and experience by members of the Forum. 

d) To develop performance criteria for the use of simulators in maritime training and research. 

e) To collaborate with other organizations involved in maritime simulation. 

PROVIDED THAT the Corporation 

a) shall not undertake any activities that would result in the revocation of its registration as a charity or as a public foundation for purposes of the Income Tax Act; 

b) shall not permit its directors, trustees, officers or employees to be comprised so that a majority of the same are related or do not deal at arms length; 

c) shall not make non-qualified investment as defined by Section 149 of the Income Tax Act. 

Schedule "B" 

1. SHARE CAPITAL AND DISTRIBUTION OF CORPORATE PROPERTY 

a) The Corporation has no authorized share capital. 

b) The Corporation is to be carried on without pecuniary gain to its members. 

c) Any profits or other accretions to the Corporation are to be used only in furthering its undertaking. 

d) Upon the incorporation of the Corporation each first director becomes a member thereof. 

e) Upon dissolution of the Corporation and after payment of all its debts and liabilities, all remaining property shall be distributed or disposed of to organizations in the Province, the undertaking of which is charitable or beneficial to the community. 

2. MEMBERSHIP 

a) There shall be four classes of membership open to those who, in the opinion of the Corporation, are contributing to its objectives: 

i) Corporate membership - open to organizations

ii) Individual membership - open to persons

iii) Lifetime membership – which may be granted to organizations based on criteria determined by the Corporation 

iv) Honorary membership - which may be granted to a distinguished person selected by the Corporation. 

b) Applications for membership shall be made to the Corporation and shall include a description of the contributions the applicant is making towards the aims and objectives of the Corporation. 

c) Membership in the Corporation may be terminated by: 

i) The resignation of the member,

ii) The failure of the member to pay the dues within the period specified in the by-laws, or

iii) A determination, by a two-thirds majority of those attending an Annual General Meeting, that the member no longer contributes to the aims and objectives of the organization. 

4. ORGANIZATION 

a) The Corporation shall determine its policies, appoint an Executive, establish committees and working parties, make by-laws and elect new members. 

b) Each member of the Executive shall also be a director and an officer of the Corporation. 

c) The Executive shall consist of: 

i) a Chairperson, elected by the Corporation at an Annual General Meeting,

ii) a Secretary / Treasurer, nominated by the Chairperson, and

iii) three Vice Chairpersons, elected by the members at an Annual General Meeting. 

d) The Chairperson and Vice Chairpersons shall normally serve for a period of three years, however changing more than 50% of the Executive at an Annual General Meeting should be avoided. 

e) The Executive shall be responsible for implementing the policies and managing the affairs of the Corporation, and for facilitating the interchange of information between members. 

f) In the absence of a written agreement to the contrary, the Executive may remove, whether for cause or without cause, any officer of the Corporation. Unless so removed, an officer shall hold office until the earlier of: 

i) the officer's successor being appointed,

ii) the officer's resignation, 

iii) such officer ceasing to be a director (if a necessary qualification of appointment), or

iv) such officer's death. 

g) If the office of any officer of the Corporation shall be or become vacant, the directors may, by resolution, appoint a person to fill such vacancy. 

h) Any person appointed to fill a vacancy in the office of an officer of the Corporation shall be confirmed by vote of the Members at the next Annual General Meeting. 

5. MEETINGS 

a) There shall be a general meeting of the Corporation annually with an interval between consecutive meetings of not more than eighteen months, for the purpose of: 

i) Receiving a report from the Executive

ii) Examining the accounts of the Corporation

iii) Dealing with any other business of which appropriate notice has been received. 

b) The Executive may call a special meeting of the Corporation, provided at least two months notice is given to all members, stating the place, day, and hour of the meeting and the matters to be considered at that meeting. 

c) The quorum for a General or Special Meeting shall be not less than 20 members, 50% of whom may be represented by proxy. 

6. VOTING PROCEDURES 

a) Each member, except the Chairperson, shall be entitled to one vote and, in the event of a tie, the Chairperson shall have a casting vote. 

b) Every member entitled to vote, but unable to be present at a meeting, may nominate another member as proxy. The proxy shall be submitted to the Chairperson in writing and is revocable at the discretion of the member executing the vote. 

c) Determination of the following issues shall require a two-thirds majority of voting members present or represented by proxy. 

i) Amendment of the Constitution

ii) Confirmation of new members

iii) Termination of membership 

iv) Other matters considered to be of sufficient concern to the Corporation by the members present 

v) Election of the Executive

vi) Change in annual membership dues. 

d) Where a majority, but less than two thirds, of the membership present or represented by proxy is in favor of an issue requiring a two-thirds majority, the Executive may conduct a ballot of all members. 

7. VISITORS 

a) With the approval of the Chairperson, any member may extend an invitation to a suitable person to attend a meeting as a visitor or observer. 

8. DISSOLUTION 

a) Any member may propose dissolution of the Corporation, provided the proposal is circulated to all members at least three months prior to a General or Special Meeting. 

b) Dissolution of the Corporation shall require a minimum of 60% of the members present and members represented by proxy. 

c) Should the motion for dissolution be accepted, the Executive, or a new Executive appointed at that meeting by simple majority, shall take action to distribute the remaining assets of the Corporation in accordance with the specific directions of the meeting taking into consideration Article 1(e). 

9. BY-LAWS 

The Corporation may not make by-laws inconsistent with the Articles.