Pre-amble by the President, Venture Association
Dated: 26 October 2006

It would appear from discussion, correspondence, Association literature and the like that the issue of membership in the Association has been at variance with the Association By-laws for some time. There is a general understanding in the membership that the Association is restricted in membership to those of the Original Venture Plan and first two classes of OCTP, all of whom are active members. That reality has existed for some time inspite of the wording of paragraph 4 of the Association By Laws. Those that can remember that far back when the wording was being drafted have said at the latest, (2006), AGM that those drafting the original By Laws were not sure what future Venture Plans would look like and hence were not sure where the membership by law would take the Association. The fact remains the current membership only encompasses the original Venture Plan, staff and first classes of OCTP. That has always been the case to date.

The bringing to the fore of this discrepancy with what has been written in the By Laws and what is and has been general membership practise has led to much discussion both for and against conforming to the strictness of the By Laws or remaining with current the "established practise of membership." What is very clear is there are strong opinions by members on both sides of this issue.

Given the strong division on this issue, it was resolved at the 2006 AGM that:

• this issue could only be decided at a Reunion AGM where the largest quorum would be available
• a referendum of the membership would be undertaken via The Signal to seek a wider range of opinion to decide if there was enough diversity of opinion to even warrant placing the question on the Agenda of the 2009 AGM
• the remaining classes of OCTP would be immediately invited to join the Association as full members in view of the first classes being already full and cherished members, and
• further expansion of the membership beyond the OCTP be held in abeyance pending resolution

There will undoubtedly be more to follow on this issue - so stay tuned.

Ken Scotten
President
Class of 1961

CONSTITUTION OF THE VENTURE ASSOCIATION

1. The name of the Society is the VENTURE Association.
2. The purposes of the Society are:
   1. the continued association, mutual support and good fellowship of former students and staff of HMCS VENTURE;
   2. the collection, maintenance and distribution of historical data, artefacts, memorabilia or any other item significant to HMCS VENTRUE, former students, graduates and staff of HMCS VENTURE;
   3. to encourage and maintain Customs and Traditions of the Navy for the benefit of the Canadian Armed Forces in general and junior Naval Officers in particular; and
   4. to create and develop awards and scholarships for outstanding scholastic professional and military excellence in junior Naval Officers.

BY LAWS OF THE VENTURE ASSOCIATION

PART 1 – INTERPRETATION
1. In these by-laws, unless the context otherwise requires:
1. “Directors” means the directors of the Venture Association;
2. “Societies Act” means the Societies Act of the Province of British Columbia from time to time in force, and all amendments to it;
3. “Registered Address” of a member means his address as recorded in the Register of Members.
2. The definitions of the Societies Act on the date these by-laws becomes effective apply to these by-laws.
3. Words imparting the singular include the plural and vice versa; and words imparting a male person include a female person and a corporation.

PART 2 – MEMBERSHIP
4. The membership of the Association is open to all former staff and students that served in HMCS VENTURE in the Royal Canadian Navy under the VENTURE PLAN, all former naval staff and students of subsequent Naval Officer training plans who served in VENTURE in the past and those who may serve in the future. (in accordance with rule 21 (c) the Association at the 2006 Annual General meeting at Esquimalt BC decided that new membership by all former staff and students of subsequent Naval Officer training plans, with the exception of the OCTP plan immediately following the original Venture Plan; [the first two classes of OCTP are full members whereas the remaining two classes are not – reasons for this unknown]; is held in abeyance pending a Referendum to decide whether this issue needs to be placed before the 2009 Annual General Meeting for decision).
5. Every member shall uphold the constitution and comply with these by-laws.
6. The amount of the Annual membership dues shall be as determined and fixed from time to time at the Annual General Meeting of the VENTURE Association. Continuing membership is congruent on payment of these dues.
7. A person shall cease to be a member of the VENTURE Association:
1. by delivering his resignation in writing to the Secretary of the Society or by delivering or mailing it to the address of the Association; or,
2. on his death.
8. 1. the membership category of Life Member may be granted on application and payment of a fee of $200.00;
   2. subscription derived from Life Members shall be invested and the income only shall be available for ordinary purposes during the lifetime of the member. On the death of a Life Member, the amount of his fee shall become available for ordinary purposes.
9. Persons who have at any time rendered special service to HMCS VENTURE or the VENTURE Association may be elected to Honorary Life Membership. Such cases must receive the unanimous consent of the Directors following which the case will be submitted to the next Annual Meeting. Appointment to Honorary Life Membership will take place if supported by the majority of the members present.

PART 3 - MEETING OF MEMBERS
10. General meetings of the Association shall be held at such time and place as the directors decide.
11. Every general meeting, other than an annual general meeting, is an extraordinary general meeting.
12. The directors may, whenever they think fit and necessary, convene an extraordinary general meeting.
13. Notice of a general meeting shall specify the place, the day and the hour of meeting, and in case of special business, the general nature of that business.
14. Annual general meetings shall be held at least once in every calendar year and not more than 15 months after the holding of the last preceding annual general meeting.

PART 4 – PROCEEDINGS AT GENERAL MEETINGS
15. Special Business is:
    1. all business at an extraordinary general meeting except the adoption of rules of order; and
    2. all business transacted at an Annual General Meeting, except -
       1. the adoption of rules of order,
       2. consideration of financial statements,
       3. the report of the directors,
       4. the report of the auditor, if required; and,
       5. such other business which is brought under consideration by the report of the directors issued with the notice convening the meeting.
16. No business, other than the election of a Chairman and the adjournment or termination of the meeting shall be conducted at a general meeting at a time when a quorum is not present.
17. A quorum is 10 members present or such greater numbers as the members may determine at a general meeting.
18. The President of the Association, the Vice President, or in absence of both, one of the other directors present shall preside as Chairman of a general meeting. In the absence of any of these, the members may choose one of their number to be Chairman.
19. A member in good standing present at a meeting of members is entitled to one vote. Voting is by show of hands and voting by proxy is not permitted.
20. In case of an equality of votes, the Chairman shall not have a casting or second vote in addition to the vote to which he may be entitled as a member and the proposed resolution shall not pass.

PART 5 - DIRECTORS AND OFFICERS
21. There shall be a minimum of five Directors who may exercise all such powers and do all such acts and things as the Association is formed to do, but are subject nevertheless, to the provisions of:
    1. all laws affecting the Association;
    2. these by-laws; and
    3. rules, inconsistent with these by-laws which are made from time to time by the Association in General meeting.
22. No rule made by the Association in general meeting invalidates a prior act of the directors that would have been valid if the rule had not been made.
23. The Commanding Officer or the Executive Officer of the Naval Officer Training Centre shall be an ex-officio director of the Association.
24. The directors may at any time and from time to time appoint a member as a director to fill a vacancy in the directors. A director so appointed holds office only until the conclusion of the next annual general meeting of the Society, but is eligible for re-election at the meeting.
25. Directors may appoint Field Directors as required from the membership of the Association to co-ordinate, represent and do the Association’s business in cities and areas across Canada.
26. No director shall be remunerated for being or acting as a director but a director may be reimbursed for expenses legitimately incurred by him while engaged in the affairs of the Association.

PART 6 – PROCEEDINGS OF DIRECTORS
27. 1. The directors may meet together at such places as they think fit for the despatch of business, adjourn and otherwise regulate their meeting and proceedings as they see fit; and
    2. A quorum of the directors shall be three directors then in office.
28. The directors may delegate such of their powers as necessary to committees for such purposes deemed necessary by the directors. A committee so formed shall conform to any rules imposed upon it by the directors and shall report every act or thing done in exercise of those powers at the first possible opportunity to a meeting of the directors.
29. Questions arising at any meeting of the directors and committee of directors shall be decided by a majority of votes.
30. In case of an equality of votes the chairman does not have a second or casting vote.

PART 7 – DUTIES OF OFFICERS
31. The President shall preside at all meetings of the Association and of the Directors. In his absence, the vice-President shall preside at all such meetings.
32. The duties of the Secretary shall be to:
    1. conduct the correspondence of the Association;
    2. issue notices of meeting of the Association and directors;
    3. keep minutes of all meeting of the Association and directors;
    4. maintain a register of members; and
    5. have custody of all records and documents of the Association except those required by the Treasurer.
33. The Treasurer shall:
1. keep such financial records including books of account as are necessary to comply with the Societies Act; and
2. render financial statements to the directors, members and others when required.
34. The offices of the secretary and treasurer may be held by one person who shall be known as the secretary-treasurer.

PART 8 – SEAL
35. The directors may provide a common seal for the Association and they shall have power from time to time to affix such seal only when authorized by a resolution of the directors and in the presence of the President and Secretary or President and Secretary-Treasurer.

PART 9 – BORROWING
36. In order to carry out the purposes of the Association, the directors may on behalf of and in the name of the Association raise or secure the payment or repayment of money in such manner as they decide and in particular but without limiting the generality of the foregoing, by the issue of debentures. No debenture shall be issued without the sanction of a special resolution.

PART 10 – AUDITOR
37. Where the Association has resolved to have an auditor, the first auditor shall be appointed by the directors.
38. At each annual general meeting the Association shall appoint an auditor to hold office until re-appointed or his successor is appointed at an annual general meeting.
39. An auditor may be removed by ordinary resolution and shall be informed in writing of appointment and removal.

PART 11 – BY LAWS
40. On being admitted to membership, each member is entitled to and the Association shall provide to him without charge, a copy of the Constitution and by-laws of the Association.

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