JACP Company Bylaws
Article I – Membership
Membership in this company shall be restricted to the organizers, and to such other young men and women who shall be admitted by majority vote of the Board of Directors. Each member must own one share of stock in the company. Each member shall be a student from Grade 9-12. Any member who is absent from three meetings of the company shall be removed from the membership roster. Upon presenting an excuse acceptable to the President, the ex-member may be reinstated by a majority vote of the Board of Directors. A member may also be dropped for cause by a 2/3 vote of the Board of Directors, upon recommendation by a Board member. A member may apply for a temporary leave of absence by presenting a request and the reason for the request, to the President prior to the absence.
Amendments To Article I
Article II – Purpose
This company is organized for the purpose of carrying on business in such a way that the participants will gain a working understanding of the free enterprise system. The goal, therefore, is education and the company will put this factor ahead of all others in carrying out its operation.
Amendments To Article II
Article III – Shareholders
Its shareholders own this company. The participants shall hold common shares and may vote, either in person or by proxy, at all meetings of the shareholders. A shareholder may hold only one share per company. Meetings of shareholders may be called by resolution of the Board of Directors. Notice of time, place and agenda for any meeting shall be delivered to each shareholder not less than 12 hours before the meeting. A quorum at any meeting of shareholders shall consist of one-half of the outstanding shares of the company, represented in person or by proxy. A majority shall decide on any question that may come before the meeting.
Amendments To Article III
Article IV – Board of Directors
The control of this company’s business and affairs shall be vested in a Board of Directors, consisting of the membership of the company. Anyone dropped from the membership is also dropped from the Board. Regular meetings of the Board of Directors shall be held. Special meetings may be called by the President, or on petition of ¼ Directors. All meetings must be held at the JA Centre unless otherwise approved by the JA Staff. The order of business at Board meetings shall be: Call to order, reports from management team members/departments and Consultants, including old business and new business pertaining to each department, adjournment. The duties of the Board of Directors shall include, but are not be limited to, electing and removing the company’s management team, setting policies to safeguard the shareholders’ investment and to further the growth of the company, requiring reports of the management team members, establishing dividend payments, and determining the distribution of assets.
Amendments To Article IV
Article V – Officers
The Board of Directors shall elect the members of the management team of the company. The elected members of the management team of the company shall be President, Vice-President of Finance, Vice-President of Human Resources, Vice-President of Information Technology Services, Vice- President of Marketing and Sales, Vice President of Production and Manager of Health and Safety. The Board of Directors may designate other appointed management positions as required.
An elected member of the management team may be removed from office at any regular meeting of the Board of Directors by a two-thirds vote of the Board. The President and Vice-Presidents shall hold office until a successor is elected, or until the company’s dissolution. Appointed members of the management team shall be named by, and hold office at the discretion of the President.
Amendments To Article V
Article VI – Board Directors
The Board of Directors are able to evoke a Board Member’s privilege as part of the company during any moment of the program on petition of ¾ of the current Board of Directors. Once removed the original share value purchased will be returned to the past Board Member. Any accounts, records or company property will be returned to the company without any newly acquired damage.
Amendments To Article V
Article VII – Duties of the Members of the Management Team
The President shall: report to the Board of Directors and the shareholders; be the Chief Executive Officer; preside at all meetings; have the authority to write and sign cheques; appoint members to such management positions as may be needed; and, have general supervision of the company.
The Vice-President of Finance shall: report to the President and the Board of Directors; have custody of all money of the company; maintain a chequing account; have the authority to write and sign cheques; keep the records prescribed by Junior Achievement; and complete such regular financial reports as may be required.
The Vice-President of Human Resources shall: report to the President and the Board of Directors; assume responsibility for complete and accurate information on all Directors; strive to keep attendance, morale and enthusiasm high at all times; accept responsibility of checking absentees and recording reasons for absence; keep attendance, timekeeping and payroll record; conduct exit interviews; keep official Minutes of the Meetings; issue notices of shareholders’ meetings, maintain shareholder records and all official company documents and files.
The Vice-President of Information Technology Service shall: report to the President and the Board of Directors; shall be responsible for the design, development and maintenance of a company website; manage general operation of the company computer and data entry of the company’s computer records.
The Vice-President of Marketing and Sales shall: report to the President and the Board of Directors; plan, prepare and oversee the marketing program of the company; train and supervise all members in their sales efforts; and maintain the record of company and individual sales.
The Vice-President of Production shall: report to the President and the Board of Directors; train, assign and supervise all members in their production efforts; and, requisition tools and raw materials.
Amendments To Article VII
Article VIII - Termination
This company is organized with the intention of operating during 18 weeks. This company may be dissolved by a two-thirds vote of the Board of Directors at a special meeting called to consider termination of activities. Upon termination, this company shall distribute a report of its activities, including audited financial statements, to each of its shareholders and shall submit a Final Report in the prescribed format to the JA Office.
Amendments To Article VIII
Article IX - Amendments
These By-laws may be amended by a two-thirds vote of the Board of Directors at any regular meeting. No changes or amendments may be made except in conformity to official Junior Achievement policy.
Amendments To Article IX