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BY-LAW
(Including amendments approved by Industry Canada on January 23, 2007)
CORPORATE SEAL
1. The seal, an impression whereof is stamped in the margin hereof, shall be the seal of the Corporation.
HEAD OFFICE
2. Until changed in accordance with the Act, the Head
Office of the Corporation shall be in the City of Perth in the Province
of Ontario.
CONDITIONS OF MEMBERSHIP
3. There shall be four classes of members in the Corporation,
namely individual Members, Family Members, Organization Members and Sustaining
Corporate Members.
4. The Individual Members shall be entitled to one (1)
vote per member at all meetings of members of the Corporation.
5. The Family Members shall be entitled to one (1) vote
per family, as a unit, at all meetings of members of the Corporation. Although all members of a family unit are
entitled to attend meetings of members of the Corporation one representative
of the Family Member shall be designated for purposes of voting at any such
meetings.
6. The Organization Members shall be a corporation,
government agency, government ministry, municipality, county or any other
organization supporting the objects of the Corporation. The Organization
Member shall be entitled one vote per member group at all meetings of members
of the Corporation. The Organization Members shall
designate in writing a representative from time to time which representative
shall attend meetings of the members and vote on behalf of the Organization
Member.
7. The Sustaining corporate Members shall be available to any corporate
entity which wishes to support the Corporation in a sustaining manner. The
Sustaining Corporate Member shall be entitled one vote per member group
at all meetings of members of the Corporation. The Sustaining Corporate Member shall designate in writing a representative
from time to time which representative shall attend meetings of the members
and vote on behalf of the Sustaining Corporate Member.
8. Membership and conditions of membership in the Corporation
shall be limited to persons, organizations or corporations 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. Admission to membership shall be at the
discretion of the Board of Directors of the Corporation.
9. The Board of Directors of the Corporation from time
to time shall determine the annual membership fee by each
member of each class and shall from time to time determine the manner in
which an application for membership shall be made to the Corporation.
10. Membership in the Corporation once granted shall
be subject to payment of an annual membership fee. Upon default in payment
of the membership fee established for each member group within sixty (60)
days of the date set for payment thereof such member may be deemed to
have tendered his resignation from the Corporation. Any member who is deemed
to have tendered his or its resignation shall not be entitled to notice
of or to vote at any meeting of the members. Any member who is
in default in the payment of his or its membership fee but is not yet deemed
to have tendered his or its resignation as aforesaid shall not be a member
in good standing with the Corporation and shall not be entitled to vote
at any meetings of the members of the Corporation.
11. Any member may withdraw from the Corporation by delivering
to the Corporation a written resignation and lodging a copy of the same
with the secretary of the Corporation.
12. Any member may be required to resign by a vote of
two-thirds (2/3) of the members at an annual meeting or at a special meeting
of the members as determined by the Board of Directors from time to time.
MEMBERS' MEETINGS
13. The annual meeting of the members shall be held between
January 1 and April 1 of each year, in the city where the head office
of the Corporation is situated or in such other location as the Board of
Directors may determine. General meetings of the members shall be held from
time to time upon notice by the Board of Directors.
14. At every annual meeting, in addition to any other business that may be transacted, the report of the directors including any committee report(s), the financial statement and the report of the auditors and the budget for the ensuing year shall be presented and auditors appointed for
the ensuing year. The members may consider and transact any business either
special or general at any meeting of the members. The board of directors
or the president or vice-president in the absence of the president shall
have power to call, at any time, a general meeting of the members of the
Corporation. The board of directors shall call a special general meeting
of members on written requisition of members carrying not less than 25%
of the voting rights.
15. At least fourteen (14) days' or no greater than
sixty (60) days' written notice shall be given to each voting member at
the close of business on the day on which notice is given who is in good
standing with the Corporation of any annual or general meeting of members.
Notice of any meeting where special business will be transacted shall contain
sufficient information to permit the member to form a reasoned judgement
on the decision to be taken. Notice of each meeting of members must remind
the member he has the right to vote by proxy.Each voting member present at a meeting shall have the
right to exercise that number of votes associated with such member. A member
may, by means of a written proxy, appoint a proxyholder to attend and act
at a specific meeting of members, in the manner and to the extent authorized
by the proxy provided the proxyholder is a member of the Corporation.
16. A quorum for the transaction of business at any
meeting of members shall consist of the lesser of (i) those members representing
ten (10%) percent of all members in good standing of the Corporation or
(ii) five (5) members present in person or represented by proxy which five
(5) members must include two (2) directors.
17. Any meetings of the Corporation or of the directors
may be adjourned to any time and from time to time and such business may
be transacted as such adjourned meeting as might have been transacted at
the original meeting from which such adjournment took place. No notice shall
be required or any such adjournment. Such adjournment may be made notwithstanding
that no quorum is present.
18. A majority of the votes cast by the members present
and carrying voting rights shall determine the questions in meetings except
where the vote or consent of a greater number of members is required by
the Act, the Letters Patent of the Corporation or these By-laws. In the
event of an equality of votes the Chair of the meeting of the members shall
be entitled to a second or casting vote.
19. No error or omission in giving notice of any annual
or general meeting or any adjourned meeting, whether annual or general,
of the members of the Corporation shall invalidate such meeting or make
void any proceedings taken thereat and any member may at any time waive
notice of any such meeting and may ratify, approve and confirm any or all
proceedings taken or had thereat. For purpose of sending notice to any member,
director or officer for any meeting or otherwise, the address of the member,
director or officer shall be his last address recorded on the books of the
Corporation.
20. Non-members shall be allowed to attend meetings
of the members including annual meetings of the members at the invitation
of the Chair and shall be entitled to be heard, at the discretion of the
Chair but shall not be entitled to vote on any matter requiring the vote
of the members.
21. Proceedings at meetings of the Board of Directors
and the membership shall be governed by the Letters Patent and the by-law(s)
of the Corporation as applicable and in all other cases, by the current
issue of Robert's Rules of Order shall apply.
BOARD OF DIRECTORS
22. The property and business of the Corporation shall
be managed by a board of directors, comprised of a minimum of three directors
and a maximum number of directors as hereinafter provided. The number of
directors shall be determined from time to time by a majority of the directors
at a meeting of the board of directors. Directors must be individuals, 18 years of age,
with power under law to contract. Directors must be members in good standing
of the Corporation and should a Director's membership in the Corporation
be revoked, deemed to have been revoked or withdrawn, such Director shall
be deemed to have tendered his resignation as a Director of the Board of
Director. Save for the past President who shall be an ex officio voting
member of the Board of Directors, the Directors shall be elected at each annual meeting of the members. Retiring
Directors shall be eligible for re-election if qualified. The maximum term
for a director shall be three (3) full consecutive years.
23. The applicants for incorporation shall become the first
directors of the Corporation whose term of office on the board of directors
shall continue until their successors are elected.
At the first meeting of members, the board of directors
then elected shall replace the provisional directors named in the Letters
Patent of the Corporation.
24. Directors shall be elected for a term to expire
at the next annual meeting of members and until their successors shall have
been duly elected.
25. The members may, by resolution passed by at least
two-third (2/3) of the votes cast at a general meeting of members of which
notice specifying the intention to pass such a resolution has been given,
remove any director, including any officer, before the expiration of the
current term of office and may, by majority of votes cast at that meeting
elect a qualified person as a replacement for the remainder of the current
term. Vacancies in the Board may be filed for the remainder of its term
of office from among the qualified members, either by members at a general
meeting or by the remaining directors if such directors constitute a quorum.
26. The directors shall serve as such without remuneration
and no director shall directly or indirectly receive any profit from his
position as such; provided that a director may be paid reasonable expenses
incurred by him in the performance of his duties. Nothing herein contained
shall be construed to preclude any director from serving the Corporation
as an officer or in any other capacity and receiving compensation therefor.
27. A retiring director shall remain in office until the dissolution
or adjournment of the meeting at which his retirement is accepted and his
successor is elected.
POWERS OF DIRECTORS
28. The directors of the Corporation may administer
the affairs of the Corporation in all things and make or cause to be made
for the Corporation, in its name, any kind of contract which the Corporation
may lawfully enter into and, save as hereinafter provided, generally, may
exercise all such other powers and do all such other acts and things as
the Corporation is by its charter or otherwise authorized to exercise and
do.
29. The directors shall have power to authorize expenditures
on behalf of the Corporation from time to time and may delegate by resolution
to an officer or officers of the Corporation the right to employ and pay
salaries to employees. The directors shall have the power to enter into
a trust arrangement with a trust company for the purpose of creating a trust
fund in which the capital and interest may be made available for the benefit
of promoting the interest of the Corporation in accordance with such terms
as the board of directors may prescribe.
30. The board of directors shall take such steps as
they may deem requisite to enable the Corporation to acquire, accept, solicit
or receive legacies, gifts, grants, settlements, bequests, endowments and
donations of any kind whatsoever for the purpose of furthering the objects
of the Corporation.
31. The board of directors may appoint such agents and
engage such employees as it shall deem necessary from time to time and such
persons shall have such authority and shall perform such duties as shall
be prescribed by the board of directors at the time of such appointment.
32. Remuneration for all officers, agents and employees
and committee members shall be fixed by the board of directors by resolution.
Such resolution shall have force and effect only until the next meeting
of members when such resolution shall be confirmed by resolution of the
members, or in the absence of such confirmation by the members, then the
remuneration to such officers, agents or employees and committee members
shall cease to be payable from the date of such meeting of members.
DIRECTORS' MEETINGS
33. Meetings of the board of directors may be held at
any time and place to be determined by the President, or in his absence,
the Vice-President, or any two directors provided that 48 hours written
notice of such meeting shall be given, other than by mail, to each director.
Notice by mail shall be sent at least 7 days prior to the meeting provided
that no notice shall be required if all directors are present and have waived
the requirement for notice. All notices of meetings should include an agenda
for the meeting. There shall be at least one (1) meeting per year of the
board of directors and the Board may appoint a day or days in a month or
months for regular meetings at a place and time named therein. A copy of
any resolution of the Board fixing the place and time of the aforesaid regular
meetings of the Board shall be sent to each Director forthwith after being
passed and not further notice of such meetings shall be required for any
such regular meeting. No error or omission in giving notice of any meeting
of the board of directors or any adjourned meeting of the
board of directors of the Corporation shall invalidate such meeting or make
void any proceedings taken thereat and any director may at any time waive
notice of any such meeting and may ratify, approve and confirm any or all
proceedings taken or had thereat. Each director is authorized to exercise
one (1) vote. In the event of an equality of votes the Chair of the Board
of Directors shall be entitled to a second or casting vote. Meetings of
Directors may be held by telephone conference calls provided that all directors participating thereat are able to hear and communicate with each other during the course of such meeting.
34. A majority of directors in office, from time to
time, but no less than two directors, shall constitute a quorum for meetings
of the board of directors. Any meeting of the board of directors at which
a quorum is present shall be competent to exercise all or any of the authorities,
powers and discretions by or under the by-laws of the Corporation.
35. Each newly elected Board may, without notice, hold
its first meeting for the purpose of organization and the election and appointment
of officers, immediately following the annual meeting of the members at
which the Board was elected, provided a quorum of Directors is present.
Notice of such meeting shall not be required.
INDEMNITIES TO DIRECTORS AND OTHERS
36. Every director or officer of the Corporation or
other person who has undertaken or is about to undertake any liability on
behalf of the Corporation or any company controlled by it and their heirs,
executors and administrators, and estate and effects, respectively, shall
from time to time and at all times, be indemnified and saved harmless out
of the funds of the Corporation, from and against;
(a) all costs, charges and expenses which such director,
officer or other person sustains or incurs in or about any action, suit
or proceedings which is brought, commenced or prosecuted against him,
or in respect of any act, deed, matter of thing whatsoever, made, done
or permitted by him, in or about the execution of the duties of his
office or in respect of any such liability;
(b) all other costs, charges and expenses which
he sustains or incurs in or about or in relation to the affairs thereof,
except such costs, charges or expenses as are occasioned by his own
wilful neglect or default.
OFFICERS
37. The officers of the Corporation shall be a president,
vice-president, secretary, treasurer and past President (who shall be the
preceding President of the Corporation) and any such other officers as the
board of directors may by by-law determine. Any two offices may be held
by the same person except for the office of President. Officers need not
be directors, nor members.
38. The president shall be elected at an annual meeting
of members. Officers other than president of the Corporation shall be appointed
by resolution of the board of directors at the first meeting of the board
of directors following an annual meeting of members.
39. The officers of the Corporation shall hold office
for one (1) year from the date of appointment or election or until their
successors are elected or appointed in their stead. Officers shall be subject
to removal by resolution of the board of directors at any time.
40. The Board of Directors may remove any officer by a vote of two thirds
(2/3) of the vote of the Directors.
DUTIES OF OFFICERS
41. The president shall be the chief executive officer
of the Corporation. He shall preside at all meetings of the Corporation
and of the board of directors. He shall have the general and active management
of the affairs of the Corporation. He shall see that all orders and resolutions
of the board of directors are carried into effect.
42. The vice-president shall, in the absence or disability
of the president, perform the duties and exercise the powers of the president
and shall perform such other duties as shall from time to time be imposed
upon him by the board of directors.
43. The treasurer shall have the custody of the funds and
securities of the Corporation and shall keep full and accurate accounts
of all assets, liabilities, receipts and disbursements of the Corporation
in the books belonging to the Corporation and shall deposit all monies,
securities and other valuable effects in the name and to the credit of the
Corporation in such chartered bank or trust company, or, in the case of
securities, in such registered dealer in securities as may be designated
by the board of directors from time to time. He shall disburse the funds
of the Corporation as may be directed by proper authority taking proper
vouchers for such disbursements, and shall render to the president and directors at the regular meeting of the board of directors,
or whenever they may require it, an accounting of all the transactions and
a statement of the financial position, of the Corporation. The Treasurer
shall also perform such other duties as may from time to time be directed
by the board of directors.
44. The secretary may be empowered by the board of directors,
upon resolution of the board of directors, to carry out the affairs of the
Corporation generally under the supervision of the officers thereof and
shall attend all meetings and act as clerk thereof and record all votes
and minutes of all proceedings in the books to be kept for that purpose.
He shall give or cause to be given notice of all meetings of the members
and of the board of directors, and shall perform such other duties as may
be prescribed by the board of directors or president, under whose supervision
he shall be. He shall be custodian of the seal of the Corporation, which
he shall deliver only when authorized by a resolution of the board of directors
to do so and to such person or persons as may be named in the resolution.
45. The duties of all other officers of the Corporation
shall be such as the terms of their engagement call for or the board of
directors requires of them.
COMMITTEES
46. The board of directors may appoint committees whose
members (who need not be members of the Corporation) will hold their offices
at the will of the board of directors. The directors shall determine the
duties of such committees and may determine the composition thereof and
may fix by resolution, any remuneration to be paid to such Committee members.
47. The Board may, by resolution passed by at least
two-thirds of the votes cast at a board meeting, at which notice specifying
the intention to pass such a resolution has been given, removed any chair
of a committee established by the Board of Directors of the Corporation,
before the expiration of the current term of office and may, by a majority
of the votes cast at that meeting elect a qualified person as a replacement
for the remainder of the current term.
EXECUTION OF DOCUMENTS
48. Contracts, documents or any instruments in writing
requiring the signature of the Corporation, shall be signed by one of the
President and Vice-President and one of the Secretary and Treasurer and
all contracts, documents and instruments in writing so signed shall be binding
upon the Corporation without any further authorization or formality. The
directors shall have power from time to time by resolution to appoint any person or persons
on behalf of the Corporation to sign specific contracts, documents and instruments
in writing. The directors may give the Corporation's power of attorney to
any registered dealer in securities for the purposes of the transferring
of and dealing with any stocks, bonds, and other securities of the Corporation.
The seal of the Corporation when required may be affixed to contracts, documents
and instruments in writing signed as aforesaid or by any officer or officers
appointed by resolution of the board of directors.
BANKING
49. The Corporation shall open an account with a chartered
bank of Canada or trust company or other firm or corporation carrying on
a banking business as the Board may designate, appoint or authorize from
time to time by resolution. All such banking business, or part thereof,
shall be transacted on behalf of the Corporation by any officer and the
Treasurer and/or any other persons as the Board may designate, direct or
authorize from time to time by resolution and to the extent therein provided,
including, but without restricting the generality of the foregoing, the
operation of the accounts of the Corporation, the making, signing, drawing,
accepting, endorsing, negotiating, lodging, depositing and transferring
of any cheques, promissory notes, drafts, acceptance, bills of exchange
and orders relating to any property of the Corporation; the execution of
any agreement relating to any such banking business and defining the rights
and the powers of the parties thereto; and the authorizing of any officer
of such banker to do any act or thing on behalf of the Corporation to facilitate
such banking business.
MINUTES OF BOARD OF DIRECTORS
50. The minutes of the Board of Directors (or the minutes
of any committee of the Corporation) shall not be distributed to the general
membership but shall be available upon the request in writing by any member
of the Corporation.
FINANCIAL YEAR
51. Unless otherwise ordered by the board of directors,
the fiscal year end of the Corporation shall be December 31 in each year.
AMENDMENT OF BY-LAWS
52. The by-laws of the Corporation not embodied in the
letters patent may be repealed or amended by by-law, or a new by-law relating
to the requirements of subsection 155(2) of the Canada Corporations Act, may
be enacted by a majority of the directors at a meeting of the board of directors
and sanctioned by an affirmative vote of at least two-thirds (2/3) of the
members at a meeting duly called for the purpose of considering the said by-law,
provided that the repeal or amendment of such by-laws shall not be enforced
or acted upon until the approval of the Minister of Industry has been obtained.
AUDITORS
53. The members shall, at each annual meeting, appoint
an auditor to audit the accounts and annual financial statements of the Corporation
for report to the members at the next annual meeting. The auditor shall hold
office until the next annual meeting provided that the directors may fill
any vacancy in the office of the auditor. The remuneration of the auditor
shall be fixed by the board of directors.
BOOKS AND RECORDS
54. The directors shall see that all necessary books and
records of the Corporation required by the by-laws of the Corporation or by
any applicable statute or law are regularly and properly kept.
NOTICES
55. Any notice, communication or other document to be
given by the Corporation to a member, director or officer shall be sufficiently
given if delivered personally to the person to whom it is given or if delivered
by mail to his or her last address as recorded in the books of the Corporation.
A notice, communication or document so delivered shall be deemed to have been
given on the day of personal delivery or if mailed on the third business day
after it is deposited in the mail. In computing the date when notice must
be given by law or under any provision of the Letters Patent or by-laws of
the Corporation requiring a specified number of days notice of any meeting
or other event, the date of giving the notice and the date of the meeting
or other event shall be excluded.
RULES AND REGULATIONS
56. The board of directors may prescribe such rules and
regulations not inconsistent with these by-laws relating to the management
and operation of the Corporation as they deem expedient, provided that such
rules and regulations shall have force and effect only until the next annual
meeting of the members of the Corporation when they shall be confirmed,
and failing such confirmation at such annual meeting of members, shall at
and from that time cease to have any force and effect.
INTERPRETATION
57. In these by-laws and in all other by-laws of the
Corporation hereafter passed unless the context otherwise requires, words
importing the singular number or the masculine gender shall include the
plural number or the feminine gender, as the case may be, and vice versa,
and references to persons shall include firms and Corporations.
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