BY-LAW NO. 1

A by-law relating generally to the conduct
of the affairs of

The Canadian Society of Corporate Secretaries

(the “Society”)
 

TABLE OF CONTENTS

Section 1 - Interpretation
Section 2 - Business of the Society
Section 3 - Membership
Section 4 - Meetings of Members
Section 5 - Notices
Section 6 - Directors
Section 7 - Officers
Section 8 - Committees of the Board of Directors
Section 9 - Remuneration and Indemnification
Section 10 - By-Laws and Effective Date

WHEREAS the Corporation was granted Letters Patent by the federal Government of Canada under the Canada Corporations Act on the 30th day of June, 1994;

AND WHEREAS the Corporation has applied for articles of continuance to be continued under the Canada Not-for-Profit Corporations Act S.C. 2009, c.23;

NOW THEREFORE BE IT ENACTED as a general operating by-law of the Corporation to take effect immediately upon the issuance of a certificate of continuance by the federal Government under the Canada Not-for-Profit Corporations Act as follows:

SECTION ONE - INTERPRETATION

1.1 Definitions - In this by-law and all other by-laws of the Society, unless the context otherwise requires:

  1. “Act” means the Canada Not-For-Profit Corporations Act, S.C. 2009, c.23 including any Regulations made pursuant to the Act, and any statute or Regulations that may be substituted, as amended from time to time;
  2. “articles” means the original or restated articles of incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement or revival of the Society;
  3. “board” means the board of directors of the Society;
  4. "business day" means any day other than a Saturday, Sunday or official public holiday in provinces or territories of Canada.
  5. “by-law” means this by-law and any other by-laws of the Society as amended and which are, from time to time, in force and effect;
  6. “chapter” means any chapter, or chapters of the Society established by resolution of the board, which shall be responsible for the affairs of the Society in their designated territories, and to such end may grant funds or enter into agreements with such chapters;
  7. “director” means a member of the board;
  8. “meeting of members” includes an annual meetings of members or special meetings of members;
  9. “member” means a member in good standing of the Society and “members” or “membership” means the collective membership of the Society;
  10. “officer” means an officer of the Corporation;
  11. “ordinary resolution” means a resolution passed by a majority of not less than 50% plus 1 of the votes cast on that resolution;
  12. “proposal” means a proposal submitted by a member of the Society that meets the requirements of section 163 (Shareholder Proposals) of the Act;
  13. “Regulations” means the regulations made under the Act, as amended, restated or in effect from time to time;
  14. “retirement” means the status of a member no longer fully employed, who submitted a declaration stating their status which was accepted by the board;
  15. “Society” means the Canadian Society of Corporate Secretaries; and
  16. “special resolution” means a resolution passed by a majority of not less than two-thirds (2/3) of the votes cast on that resolution.

1.2 Interpretation - In the interpretation of this by-law, words in the singular include the plural and vice-versa, “may” is construed as permissive, “shall” is construed as imperative, words in one gender include all genders and "person" includes an individual, sole proprietorship, body corporate, partnership, trust, natural person and unincorporated organization. Other than as specified above, words and expressions defined in the Act have the same meanings when used in these by-laws. If any of the provisions contained in the by-laws are inconsistent with those contained in the articles or the Act, the provisions contained in the articles or the Act, as the case may be, shall prevail.

SECTION TWO - BUSINESS OF THE SOCIETY

2.1 Registered Office – The registered office of the Society is to be situated in the Province of Ontario.

2.1.1 Other Offices - The Society may establish such other offices and agencies elsewhere within Canada as the directors may by resolution determine.

2.2 Chapters - The board may by resolution approve the establishment of chapters which shall be responsible for the affairs of the Society in their designated territories, and to such end may grant funds or enter into agreements with such chapters.

2.3 Financial Year End - The financial year end of the Society shall be determined by ordinary resolution of the board of directors.

2.4 Annual Financial Statements - The Society may, instead of sending copies of the annual financial statements and other documents referred to in subsection 172(1) (Annual Financial Statements) of the Act to the members, send a notice, by regular post or electronic means, to its members that the annual financial statements and documents provided in subsection 172(1) are available on the Society’s website and may be downloaded and are available at the registered office of the Society and any member may, on request, obtain a copy free of charge at the registered office or by prepaid mail.

2.5 Public Accountant and Level of Financial Review - Unless otherwise permitted by the Act, the Members shall, by Ordinary Resolution at each annual meeting, appoint a public accountant to hold office until the next following annual meeting. The public accountant must conduct an audit of the Corporation’s financial statements and must meet the qualifications in the Act, including being independent of the Corporation and its affiliates, as well as the Directors and Officers of the Corporation and its affiliates. The Directors may fill any casual vacancy in the office of the public accountant to hold office until the next following annual meeting. The remuneration of the public accountant may be fixed by Ordinary Resolution of the Members, or if not so fixed, shall be fixed by the Board.

2.6 Execution of Documents - Deeds, transfers, assignments, contracts and obligations of the Society shall be signed by any two (2) directors or any one (1) director together with any one (1) officer. Notwithstanding this, the board may at any time direct the manner in which and the person or persons by whom any particular deed, transfer, contract or obligation or any class of deeds, transfers, contracts or obligations may be signed.

2.7 Banking Arrangements - The banking business of the Society shall be transacted with such banks, trust companies or other financial institutions as may from time to time be designated by or under the authority of the board. Such banking business or any part thereof shall be transacted under such agreements, instructions and delegations of powers as the board may by resolution from time to time authorise.

2.8 Seal - The Society may have a corporate seal in the form approved from time to time by the board. If a corporate seal is approved by the board, the secretary of the Society shall hold the corporate seal or cause to hold the corporate seal in safe custody.

SECTION THREE - MEMBERSHIP

3.1 Members - Subject to the articles, there shall be one class of members in the Society. Membership in the Society shall be available only to individuals interested in furthering the Society's purposes and who have applied for and been accepted into membership in the Society by resolution of the board or in such other manner as may be determined by the board. Each member shall be entitled to receive notice of, attend, speak, participate and vote at all meetings of the members of the Society.

3.2 Obligations of Members - Every member shall comply with the by-laws and any rules and regulations of the Society as may be determined by the board from time to time.

3.3 Membership Dues – The board may establish dues from time to time and members shall be notified in writing of the membership dues (including any dues related to being a member of a chapter) at any time payable by them and, if any are not paid within two (2) calendar months of the membership renewal date the members in default shall automatically cease to be members of the Society.

3.3.1 Chapter Fees, Dues, etc. - Any fees, dues or assessments determined by any chapter, and approved by the board, of the Society for its own purposes shall be collected by the Society on behalf of the chapter.

3.4 Termination of Membership - A membership in the Society is terminated when:

  1. the member dies;
  2. the member ceases to maintain the qualifications for membership set out in section 3.1;
  3. the member resigns by delivering a written resignation to the chair of the board in which case such resignation shall be effective on the date specified in the resignation;
  4. the member is expelled or their membership is otherwise terminated in accordance with the articles or by-laws;
  5. the member's term of membership expires, if any; or
  6. the Society is liquidated and dissolved under the Act.

3.4.1 Continuing Obligations - Termination of membership for whatever reason shall not relieve a member from paying to the Society any obligations arising before the effective date of termination of membership.

3.4.2 Effect of Termination of Membership - Subject to the articles, upon any termination of membership, the rights of the member, including any rights in the property of the Society, automatically cease to exist.

3.5 Membership Transferability - A membership may only be transferred to the Society. Pursuant to Section 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to add, change or delete this section of the by-laws.

3.6 Discipline of Members - The board shall have authority to suspend or expel any member from the Society for any one or more of the following grounds:

  1. violating any provision of the articles, by-laws or written policies of the Society;
  2. carrying out any conduct which may be detrimental to the Society as determined by the board in its sole discretion; or
  3. for any other reason that the board in its sole and absolute discretion considers to be reasonable, having regard to the purposes of the Society.

In the event that the board determines that a member should be expelled or suspended from membership in the Society, the chair, or such other officer as may be designated by the board, shall provide twenty (20) days notice of suspension or expulsion to the member and shall provide reasons for the proposed suspension or expulsion. The member may make written submissions to the chair, or such other officer as may be designated by the board, in response to the notice received within such twenty (20) day period. In the event that no written submissions are received by the chair, the chair, or such other officer as may be designated by the board, may proceed to notify the member that the member is suspended or expelled from membership in the Society. If written submissions are received in accordance with this section, the board will consider such submissions in arriving at a final decision and shall notify the member concerning such final decision within a further twenty (20) days from the date of receipt of the submissions. The board's decision shall be final and binding on the member, without any further right of appeal.

SECTION FOUR - MEETINGS OF MEMBERS

4.1 Annual Meeting - The annual meeting of members shall be held on such day and at such time in the year as the board may from time to time determine provided that the annual meeting must be held not later than fifteen (15) months after holding the preceding annual meeting and no later than six (6) months after the end of the Society’s preceding fiscal year. Subject to compliance with section 159 (Place of Members' Meetings) of the Act, meetings of the members may be held at any place within Canada determined by the board or, if all of the members entitled to vote at such meeting so agree, outside Canada.

4.1.1 Business at Annual Meeting - The annual meeting shall be held for the purpose of considering the financial statements and reports of the Society required by the Act to be presented at the meeting, electing directors, appointing the public accountant and transacting such other business as may properly be brought before the meeting or is required under the Act.

4.2 Proposals at Annual Members' Meetings - Subject to compliance with section 163 of the Act, a member entitled to vote at an annual meeting may submit to the Society notice of any matter that the member proposes to raise at the annual meeting (a “proposal”). Any such proposal may include nominations for the election of directors if the proposal is signed by not less than five per cent (5%) of the members entitled to vote at the meeting. Subject to the Act, the Society shall include the proposal in the notice of meeting and if so requested by the member, shall also include a statement by the member in support of the proposal and the name and address of the member.

4.2.1 Cost of Publishing Proposals for Annual Members' Meetings - The member who submitted the proposal shall pay the cost of including the proposal and any statement in the notice of meeting at which the proposal is to be presented unless otherwise provided by ordinary resolution of the members present at the meeting.

4.3 Special Meetings - The board shall have the power to call a special meeting of members at any time and at any place in Canada as they may determine. Special meetings of members shall be called by the chair immediately upon the written request of one-third (1/3) of the directors then in office or upon the written request of at least 5% of the membership, unless the exceptions in the Act are met. If the directors do not call a meeting within twenty-one (21) days of receiving the requisition, any member who signed the requisition may call the meeting.

4.4 Notice of Meetings - Notice of a special meeting of members shall state:

  1. the nature of the business to be transacted at the meeting in sufficient detail to permit the members to form a reasoned judgement thereon; and
  2. the text of any special resolution or by-law to be submitted to the meeting
     

4.4.1 Waiving Notice of Meeting - A member and any other person entitled to attend a meeting of members may in any manner and at any time waive notice of or otherwise consent to a meeting of members and attendance of any such person at a meeting of members is a waiver of notice of the meeting, except where such person attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

4.4.2 Manner of Sending Notice of Meetings – In accordance with and subject to the Act, notice of the time and place of a meeting of members shall be given to each member entitled to vote at the meeting by the following means:

  1. by mail, courier or personal delivery to each member entitled to vote at the meeting, during a period of 21 to 60 days before the day on which the meeting is to be held; or
  2. by telephonic, electronic or other communication facility to each member entitled to vote at the meeting, during a period of 21 to 35 days before the day on which the meeting is to be held.

Where the Society provides notice electronically, as referred to in section 4.4.2(b), and if a member requests that notice be given by non-electronic means, the Society shall give notice of the meeting to the member so requesting in the manner set out in section 4.4.2(a).
Notice of a meeting of members shall also be given to each director and to the public accountant of the Society during a period of 21 to 60 days before the day on which the meeting is to be held. The directors may fix a record date for determination of members entitled to receive notice of any meeting of members in accordance with the requirements of section 161 of the Act. Subject to the Act, a notice of meeting of members provided by the Society shall include any proposal submitted to the Society.

Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to the by-laws of the Society to change the manner of giving notice to members entitled to vote at a meeting of members.

4.5 Persons Entitled to be Present at Members' Meetings - The only persons entitled to be present at a meeting of members shall be those entitled to vote at the meeting, the directors, the officers and the public accountant of the Society and such other persons who are entitled or required under any provision of the Act, articles or by-laws of the Society to be present at the meeting. Any other person may be admitted only on the invitation of the chair of the meeting or by ordinary resolution of the members.

4.6 Right to Vote – Every person who, at the time of the meeting, is a member in good standing of the Society shall be entitled to one (1) vote on each matter before the meeting.

4.7 Absentee Voting at Members' Meetings - Pursuant to Section 171(1) of the Act, a member entitled to vote at a meeting of members may vote by proxy by appointing in writing a proxyholder, and one or more alternate proxyholders, who are not required to be members, to attend and act at the meeting in the manner and to the extent authorized by the proxy and with the authority conferred by it subject to the following requirements:

  1. a proxy is valid only at the meeting in respect of which it is given or at a continuation of that meeting after an adjournment;
  2. a member may revoke a proxy by depositing an instrument or act in writing executed or, in Quebec, signed by the member or by their agent or mandatary
    1. at the registered office of the Society no later than the last business day preceding the day of the meeting, or the day of the continuation of that meeting after an adjournment of that meeting, at which the proxy is to be used, or
    2. with the chairperson of the meeting on the day of the meeting or the day of the continuation of that meeting after an adjournment of that meeting;
  3. a proxyholder or an alternate proxyholder has the same rights as the member by whom they were appointed, including the right to speak at a meeting of members in respect of any matter, to vote by way of ballot at the meeting, to demand a ballot at the meeting and, except where a proxyholder or alternate proxyholder has conflicting instructions from more than one member, to vote at the meeting by way of a show of hands;
  4. if a form of proxy is created by a person other than the member, the form of proxy shall
    1. indicate, in bold-face type,
      1. the meeting at which it is to be used,
      2. that the member may appoint a proxyholder, other than a person designated in the form of proxy, to attend and act on their behalf at the meeting, and
      3. instructions on the manner in which the member may appoint the proxyholder,
    2. contain a designated blank space for the date of the signature,
    3. provide a means for the member to designate some other person as proxyholder, if the form of proxy designates a person as proxyholder,
    4. provide a means for the member to specify that the membership registered in their name is to be voted for or against each matter, or group of related matters, identified in the notice of meeting, other than the appointment of a public accountant and the election of directors,
    5. provide a means for the member to specify that the membership registered in their name is to be voted or withheld from voting in respect of the appointment of a public accountant or the election of directors, and
    6. state that the membership represented by the proxy is to be voted or withheld from voting, in accordance with the instructions of the member, on any ballot that may be called for and that, if the member specifies a choice under subparagraph (iv) or (v) with respect to any matter to be acted on, the membership is to be voted accordingly;
  5. a form of proxy may include a statement that, when the proxy is signed, the member confers authority with respect to matters for which a choice is not provided in accordance with subparagraph (d)(iv) only if the form of proxy states, in bold-face type, how the proxyholder will vote the membership in respect of each matter or group of related matters;
  6. if a form of proxy is sent in electronic form, the requirements that certain information be set out in bold-face type are satisfied if the information in question is set out in some other manner so as to draw the addressee's attention to the information; and
  7. a form of proxy that, when signed, has the effect of conferring a discretionary authority in respect of amendments to matters identified in the notice of meeting or other matters that may properly come before the meeting must contain a specific statement to that effect.

Pursuant to Section 197(1) of the Act, a special resolution of the members (and if Section 199 applies, a special resolution of each class of members) is required to make any amendment to the articles or by-laws of the Society to change this method of voting by members not in attendance at a meeting of members.

4.8 Deposit of Proxies - The board of directors may fix a time not exceeding 48 hours, excluding Saturdays and holidays, prior to any meeting of members before which time proxies must be deposited with the Society in an original form or by acceptable electronic means and any such period of time established shall be specified in the notice calling the meeting. If no time is established, proxies may be deposited with the secretary of the meeting before any vote is cast under its authority.

4.9 Votes to Govern

4.9.1 Ordinary Resolution – All matters proposed for consideration by ordinary resolution shall be decided by a majority of votes cast. In the event of a tie, the chair of the meeting shall not be entitled to a second or casting vote and the motion shall be defeated.

4.9.2 Votes to Govern, Special Resolution - All matters proposed for consideration by special resolution shall be decided by a two-thirds (2/3) majority.

4.10 Method of Voting – At all meetings of members, every question shall be decided by a show of hands unless a poll is required or demanded.

4.10.1 Show of Hands – Whenever a vote by show of hands shall have been taken upon a question, and unless a ballot thereon is required or demanded, a declaration by the chair of the meeting that the vote upon the question has been carried or has been carried by a particular majority or has not been carried, and an entry to that effect in the minutes of the meeting, shall be prima facie evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against any resolution or other proceeding in respect of the said questions and the result of the vote so taken shall be the decision of the Society upon the said question.

4.10.2 Ballot Demand - Any ballot required or demanded on any question proposed for consideration at a meeting of members shall be taken in such manner as the chair shall direct. A member who is present or represented by proxy shall be entitled to demand a ballot at any time before or after a vote is held by a show of hands but no later than immediately prior to the termination of the meeting. Upon a ballot, each member who is present or represented by proxy shall be entitled to one vote. The result of the ballot so taken shall be the decision of the Society upon the said question. A demand for a ballot may be withdrawn at any time prior to the taking of the ballot. The result of the ballot so taken shall be the decision of the members on the question.

4.11 Quorum - Subject to the Act, a quorum at any meeting of the members shall be five (5) members present in person or represented by proxy. If a quorum is present at the opening of a meeting of members, the members present may proceed with the business of the meeting even if a quorum is not present throughout the meeting. For the purpose of determining quorum, a member may be present in person, or by telephonic and/or by other electronic means.

4.12 Chair - The chair shall preside at all meetings of members. In the absence of the chair, the vice-chair shall preside at all meetings of members and, if none of the said officers are present within fifteen (15) minutes after the time appointed for the holding of the meeting, those present and entitled to vote shall choose a chair from amongst themselves. In the event that those present are to choose a chair, this shall be done in accordance with the procedures for voting as set out herein. The secretary, if present, shall act as provisional chair until such time as a proper chair has been selected.

4.13 Secretary - The secretary of the Society shall act as secretary at any meeting of members. In the absence of the secretary, the chair of the meeting shall appoint a person, who need not be a member, to act as secretary of the meeting.

4.15 Participation by Electronic Means at Members' Meetings - A members meeting may be held by telephonic or electronic means in accordance with the Act as follows:

  1. Any person entitled to attend a meeting of members may participate in the meeting by means of such telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting, if the Society makes available such a communication facility and the meeting complies with the requirements in the Act and the Regulations. A person participating in a meeting by such means is deemed to be present at the meeting.
  2. Notwithstanding clause (a), if the directors or members of the Society call a meeting of members, those directors or members, as the case may be, may determine that the meeting be held, in accordance with the Act and the Regulations, entirely by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting.
  3. Any person participating in a meeting of members by means of a telephonic, electronic or other communication facility and entitled to vote at such meeting, may vote using the communication facility that the Society has made available for that purpose. When a vote is to be taken at a meeting of members, the voting may be carried out by means of a telephonic, electronic or other communication facility only if that facility enables the votes to be gathered in a manner that permits their subsequent verification; and permits the tallied votes to be presented to the Society without it being possible for the Society to identify how each member voted.

SECTION FIVE - NOTICES

5.1 Method of Giving Any Notice - Any notice (which term includes any communication or document), other than notice of a meeting of members or a meeting of the board of directors, to be given (which term includes sent, delivered or served) pursuant to the Act, the articles, the by-laws or otherwise to a member, director, officer or member of a committee of the board or to the public accountant shall be sufficiently given:

  1. if delivered personally to the person to whom it is to be given or if delivered to such person's address as shown in the records of the Society or in the case of notice to a director to the latest address as shown in the last notice that was filed by the Society in accordance with section 128 (Notice of directors) or 134 (Notice of change of directors) and received by Corporations Canada;
  2. if mailed to such person at such person's recorded address by prepaid ordinary or air mail;
  3. if sent to such person by telephonic, electronic or other communication facility at such person's recorded address for that purpose; or
  4. if provided in the form of an electronic document in accordance with Part 17 of the Act.

5.1.1 Notice Deemed to be Delivered - A notice so delivered shall be deemed to have been given when it is delivered personally or to the recorded address as aforesaid; a notice so mailed shall be deemed to have been given when deposited in a post office or public letter box; and a notice so sent by any means of transmitted or recorded communication shall be deemed to have been given when dispatched or delivered to the appropriate communication company or agency or its representative for dispatch. The secretary may change or cause to be changed the recorded address of any member, director, officer, public accountant or member of a committee of the board in accordance with any information believed by the secretary to be reliable. The declaration by the secretary that notice has been given pursuant to this by-law shall be sufficient and conclusive evidence of the giving of such notice. The signature of any director or officer of the Society to any notice or other document to be given by the Society may be written, stamped, type-written or printed or partly written, stamped, type-written or printed.

5.2 Computation of Time - In computing the date when notice must be given under any provision requiring a specified number of days’ notice of any meeting or other event, the date of the service, posting or delivery of the notice shall be excluded and the date of the meeting or other event for which notice is given shall be included.

5.3 Errors and Omissions - The accidental omission to give any notice to any member, director, officer, member of a committee of the board or public accountant, or the non-receipt of any notice by any such person where the Society has provided notice in accordance with the by-laws or any error in any notice not affecting its substance shall not invalidate any action taken at any meeting to which the notice pertained or otherwise founded on such notice.

5.4 Waiver of Notice - Any member, proxyholder, director, officer, member of a committee of the board or public accountant may waive or abridge the time for any notice required to be given to such person, and such waiver or abridgement, whether given before or after the meeting or other event of which notice is required to be given shall cure any default in the giving or in the time of such notice, as the case may be.. Any such waiver or abridgement shall be in writing except a waiver of notice of a meeting of members or of the board or of a committee of the board, which may be given in any manner. Attendance of a director at a meeting of the board or a committee of the board, and of a member, proxyholder, or any other person entitled to attend a meeting of members, shall be deemed to be a waiver of notice of the meeting except where such member, proxyholder, director or other person, as the case may be, attends for the express purpose of objecting to the transaction of any business at a meeting on the grounds that the meeting has not been lawfully called.

SECTION SIX - DIRECTORS

6.1 Power to Manage - Subject to the Act and the articles, the affairs of the Society shall be managed by the board of directors.

6.2 Number of Directors - The board shall consist of the number of directors specified in the articles. If the articles provide for a minimum and maximum number of directors, the board shall be comprised of the fixed number of directors as determined from time to time by the members by ordinary resolution or, if the ordinary resolution empowers the directors to determine the number, by resolution of the board. At least two of the directors shall not be officers or employees of the Society or its affiliates

6.3 Qualification - Each director shall be an individual who is not less than eighteen (18) years of age. Each director shall be a member of the Society. No person who has been found by a court in Canada or elsewhere to be mentally incompetent or who has the status of a bankrupt shall be a director.

6.4 Election and Term of Office of Directors - Subject to the articles, directors shall be elected by the members by ordinary resolution at an annual meeting of members at which an election of directors is required. The directors shall be elected to hold office for a term expiring not later than the close of the next annual meeting of members following the election. If directors are not elected at a meeting of members, the incumbent directors shall continue in office until their successors are elected and directors shall be eligible for re-election without limitation.

6.5 Quorum – Three (3) directors at any time shall constitute a quorum at any meeting of the board. For the purpose of determining quorum, a director may be present in person, or, if authorized under this by-law, by teleconference and/or by other electronic means.

6.6 Appointment of Directors - Pursuant to the articles, the board may appoint directors (the “appointed directors”) to hold office for a term expiring not later than the close of the next annual meeting of members. The number of appointed directors shall not exceed one-third (1/3) of the number of directors elected by the members at the previous annual meeting of members.

6.7 Vacation of Office - The office of director shall be vacated upon the occurrence of any of the following events:

  1. upon the resignation of office by delivering a written notice of resignation to the secretary of the Society; or
  2. upon ceasing to be eligible as a director pursuant to the Act; or
  3. upon his removal by an ordinary resolution of the members present at a meeting of members; or
  4. upon ceasing to be a member for whatever reason.

6.8 Filling Vacancies - In accordance with and subject to the Act and the articles, where a vacancy occurs on the board, a quorum of the directors then in office may appoint a person to fill the vacancy for the remainder of the term, except a vacancy resulting from an increase in the number or the minimum or maximum number of directors, or from a failure of the members. If there is not a quorum of directors or if there has been a failure to elect the number of directors as prescribed by section 6.2, the directors then in office shall forthwith call a special meeting of members to fill the vacancy and, if they fail to call a meeting or if there are no directors then in office, the meeting may be called by any member.

6.9 Calling of Meetings - Meetings of the board may be called by the chair, the vice-chair or any two (2) directors at any time.

6.10 Regular Meetings of the Board of Directors - The board may appoint a day or days in any month or months for regular meetings of the board at a place and hour to be named. A copy of any resolution of the board fixing the place and time of such regular meetings of the board shall be sent to each director forthwith after being passed, but no other notice shall be required for any such regular meeting except if notice is required to be given because a matter referred to in subsection 138(2) of the Act, is to be dealt with at the meetings.

6.10.1 Participation at Meetings - A director may, if all of the board consents, participate in a meeting of directors by means of telephonic, electronic or other communications facility which permits all persons participating in the meeting to communicate adequately with each other during the meeting. A director participating by such means shall be deemed for the purposes of the Act to have been present at that meeting. A consent pursuant to this section may be given before or after the meeting to which it relates and may be given with respect to all meetings of the board and committees of the board.

6.10.2 Place of Meetings - Meetings of the board may be held at the offices of the Society, or if the board so determines and all directors absent consent, at any place other place within or outside Canada.

6.11 Chair - The chair, or in the absence of the chair, the vice-chair, shall be chair of any meeting of directors; if no such officer be present at the time appointed for the meeting, the directors shall choose one of their number to be chair.

6.12 Votes to Govern at Meetings of the Board of Directors - At all meetings of the board, every question shall be decided by a majority of the votes cast on the question. In case of an equality of votes, the chair of the meeting in addition to an original vote shall not have a second or casting vote, and the motion shall be defeated.

6.12.1 Resolution in Lieu of Meeting - A resolution in writing, signed by all the directors entitled to vote thereon at a duly held meeting of the board or committee of the directors, is as valid as if it had been passed at a meeting of the board or a committee of directors. A copy of every such resolution in writing shall be kept with the minutes of the proceedings of the board or committee of directors.

6.13 Notice of Meeting of Board of Directors - Notice of the time and place for the holding of a meeting of the board shall be given in the manner provided in sections 5.1 and 5.1.1 to every director of the Society not less than two (2) business days before the time when the meeting is to be held. Notice of a meeting shall not be necessary if all of the directors are present, and none objects to the holding of the meeting, or if those absent have waived notice of or have otherwise signified their consent to the holding of such meeting. Notice of an adjourned meeting is not required if the time and place of the adjourned meeting is announced at the original meeting. Unless the by-law otherwise provides, no notice of meeting need specify the purpose or the business to be transacted at the meeting except that a notice of meeting of directors shall specify any matter referred to in subsection 138(2) (Limits on Authority) of the Act that is to be dealt with at the meeting.

6.15 Conflict of Interest - Every director and officer shall disclose to the Society the nature and extent of any interest that the director or officer has in a material contract or material transaction, whether made or proposed, with the Society, in accordance with the manner and timing provided in section 141 of the Act.

SECTION SEVEN - OFFICERS

7.1 Appointment of Officers - The board may designate the offices of the Society, appoint officers on an annual or more frequent basis, specify their duties and, subject to the Act, delegate to such officers the power to manage the affairs of the Society. A director may be appointed to any office of the Society. An officer may, but need not be, a director unless these by-laws otherwise provide. Two or more offices may be held by the same person, save that the president may not hold the office of treasurer or secretary.

7.1.1 Appointment of Chair and Vice-Chair - The directors shall elect annually from among themselves a chair and one vice-chair.

7.1.2 Appointment of Other Officers - From time to time, the board shall appoint a secretary and a treasurer and such other officers as the board may determine, including a president. The officers so appointed may, but need not be directors or members and one person may hold more than one office, save that the president may not hold the office of treasurer or secretary.

7.2 Description of Offices - Unless otherwise specified by the board (which may, subject to the Act modify, restrict or supplement such duties and powers), the offices of the Society, if designated and if officers are appointed, shall have the following duties and powers associated with the positions:

7.2.1 Chair - The chair shall be the chief executive officer of the Society having general supervision over its affairs, subject to the authority of the board. The board may prescribe additional powers and duties of the chair.

7.2.1 Vice-Chair - During the absence or inability of the chair to act, his duties shall be performed and the powers exercised by the vice-chair. The vice-chair shall have such other powers as the board or chair may prescribe.

7.2.2 President - If appointed, the president shall be responsible to the board for the day-to-day management of the affairs of the Society, and shall perform such other duties as the board may prescribe.

7.2.3 Secretary - If appointed, the secretary shall give or cause to be given, as and when instructed, all notices to members and directors and shall attend and be the secretary of all meetings of members and directors and shall enter or cause to be entered in books kept for that purpose minutes of all proceedings, thereat. The secretary shall keep or cause to be kept the stamp or mechanical device used for affixing the seal of the Society and of all books, papers, records, documents and other instruments belonging to the Society, except when some officer or agent has been appointed by the board for that purpose. The secretary shall act as the Society’s archivist, preserving all records and other instruments of historical interest, and perform such other duties as the board may prescribe.

7.2.4 Treasurer - The treasurer shall be responsible for the maintenance of proper accounting records in compliance with the Act as well as the deposit of money, the safekeeping of securities and the disbursement of funds of the Society; whenever required, the treasurer shall render to the board an account of all such person’s transactions as treasurer and of the financial position of the Society. For greater certainty, pursuant to subsection 7.4.1 the board may authorize the treasurer from time to time to appoint agents or attorneys for the Society to assist the treasurer with fulfilling the foregoing responsibilities. .

7.3 Variation of Duties - From time to time, the board may vary, add to or limit the title, powers and duties of any officer, agent or employee.

7.4 Powers and Duties of Officers -The powers and duties of officers of the Society shall be such as the terms of their engagement call for or the board or chair requires of them. The board may from time to time and subject to the Act, vary, add to or limit the powers and duties of any officer.

7.4.1 Agents and Attorneys - Subject to the by-laws, the board may authorize any officer from time to time to appoint agents or attorneys for the Society in or out of Canada with such powers of management, administration or otherwise as the board considers fit.
 

7.4.2 Term of Office, Engagement or Employment - Subject to the by-laws, the term of office, engagement or employment, as the case may be, of an officer, agent, attorney or employee shall terminate upon a successor being duly appointed or written notification of resignation is received by the secretary of the Society, provided however, that the board may remove, at its pleasure, any person so appointed, engaged or employed. The term of office of officers who are directors shall expire when they shall cease to be directors.

7.5 Vacancy in Office - In the absence of a written agreement to the contrary, the board may remove, whether for cause or without cause, any officer of the Society. Unless so removed, an officer shall hold office until the earlier of:

  1. the officer's successor being appointed,
  2. the officer's resignation,
  3. such officer ceasing to be a director (if a necessary qualification of appointment); or
  4. such officer's death.

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

SECTION EIGHT - COMMITTEES OF THE BOARD OF DIRECTORS

8.1 Committees of the Board of Directors - The board may from time to time appoint any committee or other advisory body, as it deems necessary or appropriate for such purposes and, subject to the Act, with such powers as the board shall see fit. Any such committee may formulate its own rules of procedure, subject to such regulations or directions as the board may from time to time make. Any committee member may be removed by resolution of the board of directors.

SECTION NINE - REMUNERATION AND INDEMNIFICATION

9.1 Remuneration of Directors - As required by the articles, directors shall serve without remuneration, and no director shall directly or indirectly receive any profit from his or her position as such, provided that a director may be reimbursed for reasonable expenses incurred in performing his or her duties. A director shall not be prohibited from receiving compensation for services provided to the Society in another capacity.

9.2 Remuneration of Officers, Agents and Employees - Subject to the articles, the directors of the Society may fix the reasonable remuneration of the officers, agents, attorneys and employees of the Society and may delegate any or all of this function as it determines to be appropriate. However, no officer who is also a director shall be entitled to receive remuneration for acting as a director. Any officer, committee member, agent or attorney or employee of the Society may receive reimbursement for their expenses incurred on behalf of the Society in their respective capacities as an officer, committee member, agent, attorney or employee, subject to any policy in this regard that may be adopted by the board from time to time.

9.3 Limitation of Liability - No director or officer shall be liable for the acts, receipts, neglects or defaults of any other director or officer or employee, or for joining in any receipt or other act for conformity, or for any loss, damage or expense happening to the Society through the insufficiency or deficiency of title to any property acquired for or on behalf of the Society, or for the insufficiency or deficiency of any security in or upon which any of the money of the Society shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortuous acts of any person with whom any of the money, securities or effects of the Society shall be deposited, or for any loss occasioned by any error of judgment or oversight on the director or officer’s part, or for any other loss, damage or misfortune which shall happen in the execution of such person’s duties of office, unless the same are occasioned by the director or officer’s own wilful neglect or default or otherwise result from the director or officer’s failure to act in accordance with the Act and the Regulations..

9.4 Indemnification - The Society shall provide present and former directors or officers with the indemnification described in section 151 of the Act.

9.5 Insurance - Subject to the Act, the Society may purchase and maintain insurance for the benefit of any person entitled to be indemnified by the Society pursuant to the immediately preceding subsection as the board may determine from time to time against any liability incurred by the individual:

  1. in the individual’s capacity as a director or an officer of the Society; or
  2. in the individual’s capacity as a director or an officer, or in a similar capacity, of another entity, if the individual acts or acted in that capacity at the Society’s request.

SECTION TEN - BY-LAWS AND EFFECTIVE DATE

10.1 Amendment of Articles - The articles of the Society may only be amended if the amendment is sanctioned by a special resolution of the members. Any amendment to the articles is effective on the date shown in the certificate of amendment.

10.2 By-law Confirmation - In accordance with the articles and subject to subsection 197(1) of the Act, any by-law, amendment or repeal of a by-law shall require confirmation by ordinary resolution of the members. A special resolution of the members is required to make any amendment to the articles or the by-laws of the Society with respect to the matters listed in subsection 197(1) of the Act.

10.3 Effective Date of Board Initiated By-law, Amendment or Repeal - Subject to the articles and section 10.4, the board of directors may, by resolution, make, amend or repeal any by-laws that regulate the activities or affairs of the Society. Any such by-law, amendment or repeal shall be effective from the date of the resolution of directors until the next meeting of members where it may be confirmed, rejected or amended by the members by resolution. If the by-law, amendment or repeal is confirmed or confirmed as amended by the members it remains effective in the form in which it was confirmed. The by-law, amendment or repeal ceases to have effect if it is not submitted to the members at the next meeting of members or if it is rejected by the members at the meeting.

10.4 Effective Date of By-law, Amendment or Repeal under Subsection 197(1) - A by-law made, amended or repealed under subsection 197(1) is effective from the date of the special resolution of members approving such by-law, amendment or repeal and need not be submitted to the board for approval.

10.5 Invalidity of any Provisions of this By-law - The invalidity or unenforceability of any provision of this by-law shall not affect the validity or enforceability of the remaining provisions of this by-law.

10.6 Effective Date - This by-law is effective upon the issuance of a Certificate of Continuance of the Society by the federal Government under the Canada Not-for-Profit Corporations Act and approval of the by-law by special resolution of the members.

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