BY-LAWS OF THE MINERAL EXPLORATION GROUP SOCIETY

Article 1 Name

1.1    The name of this Society is MINERAL EXPLORATION GROUP SOCIETY.

Article 2 Objects

2.1    The objects of this Society are:

a.    To promote and afford opportunity for learned, friendly and social interaction among people interested in the exploration for and development of mineral resources.
b.    To arrange public meetings at which guest speakers make presentations on various aspects of mineral exploration and development to society members and guests.
c.    To arrange social meetings for society members and their guests.
d.    To generally encourage, foster and develop among the public a recognition of the importance of mineral exploration and development.

Article 3 Membership

3.1    The membership of this Society shall not be limited to any number.
3.2    Any person interested in the exploration for and development of mineral resources may become a member of this Society.
3.3    Any member in good standing may become a member of the Board of Directors and/or an Officer of this Society.
3.4    Any 10 members in good standing may request the President in writing to call a special meeting of this Society, stating the business to be brought before the meeting.
3.5    All members shall pay the annual membership fees of the Society set at Ten Canadian Dollars ($10.00).
3.6    The annual membership fees may be changed by the Society members at any properly called and constituted meeting.
3.7    Any member wishing to withdraw from membership may do so in writing to the Secretary of the Society.
3.8    Any member, upon a two-third vote of all the members of the Society in good standing, may be expelled from membership for any cause which the Society may deem reasonable.
3.9    Any expelled member may appeal the decision within 30 days by writing to the Past President, which Past President shall act as an ombudsman. See Article 4.
3.10  Any member in good standing:

a.    shall have the right to vote at any meeting of the Society; and
b.    may vote in person and may not vote by proxy or otherwise.

3.11    Any person becoming a member of the Society shall be deemed to accept the Society By-Laws.

Article 4 Board of Directors and Officers

4.1    The following general provisions shall apply to the Board of Directors of the Society:

a.    "Board of Directors", "Board" or "Executive Committee" shall mean the Board of Directors of the Society.
b.    The Board shall, subject to the By-Laws of the Society or to directions given by a majority vote at any Society meeting properly called and constituted, have full control and management of the affairs of the Society.
c.    The Board shall be accountable for its management of the affairs of the Society to the Society meetings properly called and constituted.
d.    The meetings of the Board shall be held as often as may be required, but at least once every six months, and shall be called by the President.
e.    A special Board meeting may be called on the instructions of any two Board members provided they request the President in writing to call such meeting and state the business to be brought before the meeting.
f.    Meetings of the Board shall be called by ten (10) day notice to each Board member by e-mail using the board member’s last known e-mail address.
g.    Any three Board members shall constitute a quorum.

4.2    The Board of Directors will consist of the President, one Vice-President, the Secretary, the Treasurer, the Past President (being the most recent past President who shall have consented to continue as a member of the Board), the Program Officer, the Meetings and Events Officer, the Membership Officer and a Director at Large.
4.3    The "Officers" are the President, the Vice-President, the Secretary and the Treasurer.
4.4    In respect of the President's duties:

a.    The President shall, when present, preside at all meetings of the Society and of the Board.
b.    In his absence, the Vice-President shall preside at any such meeting, and in the absence of both a chairman may be elected by the meeting to preside thereat.
c.    The President shall be ex-officio a member of all committees.

4.5    In respect of the Secretary's duties:

a.    The Secretary shall attend all meetings of the Society and of the Board and shall keep accurate minutes of the same.
b.    In case of the absence of the Secretary, his duties shall be discharged by such Officer as may be appointed by the Board.
c.    The Secretary shall have charge of all correspondence of the Society and be under the direction of the Board and of the President.

4.6    In respect of the Treasurer's duties:

a.    The Treasurer shall receive all monies paid to the Society including annual dues and shall be responsible for the deposit of same in whatever Bank or other financial institution the Board may determine.
b.    The Treasurer shall properly account for all the funds of the Society and keep such books as may be directed.
c.    The Treasurer shall present a full detailed account of receipts and disbursements to the Board whenever requested and shall prepare for submission to the Annual Meeting (see Article 6) a statement duly audited as hereinafter set forth of the Society and submit a copy of same to the Board for the records of the Society.

4.7    The office of the Secretary and of the Treasurer may be filled by one person if any Annual Meeting for the election of the officers shall so decide.
4.8    The Program Officer shall arrange suitable speakers for the Society's functions.
4.9    The Meetings and Events Officer shall arrange suitable facilities for Society functions and ensure that food plus beverages are provided at such functions, as well as other provisions as the Board deems appropriate.
4.10  The Membership Officer shall assist the Board in maintaining a current membership list and arrange appropriate mailings to membership of Society functions.
4.11  The Past President shall act as an ombudsman and shall receive requests and/or complaints from the membership.
4.12  Any Board members lost in mid-term due to resignation or death may be replaced by a majority vote of the remaining Board members.

Article 5 Auditing

5.1    The books, accounts and records of the Society shall be audited at least once a year by a duly qualified accountant or by two members of the Society elected for that purpose at the Annual Meeting.
5.2    A complete and proper statement of the standings of the books for the previous year shall be submitted by such Auditor(s) at the Annual Meeting of  the Society for approval by the members.
5.3    The fiscal year end of the Society is July 31.
5.4    The books and records of the Society may be inspected by any member of the Society at the Annual Meeting provided for herein or at any time upon giving reasonable notice and arranging a time satisfactory to the Officers having charge of same.
5.5    Each member of the Board shall at all times have access to such books and records.

Article 6 Meetings

6.1    This Society shall hold an annual meeting between July 31 and December 31 in each year (the "Annual Meeting"), of which meeting due notice shall be given to all members.
6.2    At the beginning of the Annual Meeting and before the adoption of the agenda for that meeting, any member may table a motion, duly seconded by another member, to modify such agenda.
6.3    At the Annual Meeting, Board members will be elected, as per Section 4.2 of these By-Laws, to serve until their successors are elected and installed.
6.4    The Board shall be elected by ballot to serve for one year or until their successors are elected, and their terms of office shall begin at the close of the Annual Meeting at which they are elected.
6.5    No member shall hold more than one office at a time, except for Secretary and Treasurer.
6.6    Meetings of the Society may be called at any time by the Secretary upon instructions of the President or the Board by notice in writing to the last known e-mail address of each member delivered five (5) days prior to the date of such meeting.
6.7    Twenty members in good standing shall constitute a quorum at any meeting of the members.

Article 7 Remuneration

7.1    Unless authorized at any meeting and after notice of same shall have been given, no Board member nor member of the Society shall receive any remuneration for services rendered to the Society.

Article 8 Borrowing Powers

8.1    For the purpose of carrying out its objects, the Society may borrow or raise or secure for payment of money in such manner as it thinks fit, and in particular by the issue of debentures, but this power shall be exercised only under the authority of the Society, and in no case, shall debentures be issued without the prior approval of the Society obtained by a special resolution voted at a special meeting by a two third majority of the Society members.

Article 9 Amendments of the By-Laws

9.1    These By-Laws may be amended at any regular meeting of the Society by a two-thirds majority vote.

Article 10 Parliamentary Procedure

10.1    The rules contained in the current ROBERT'S RULES OF ORDER, shall govern the Society in all cases to which they are applicable and in which they are not inconsistent with these BY-LAWS and any special rules of order the Society may adopt.