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BY-LAW NO. 1A
A by-law relating generally to the transaction of the business
and affairs of
THE CANADIAN ASSOCIATION OF PAEDIATRIC HEALTH CENTRES/
ASSOCIATION CANADIENNE DES CENTRES DE SANTÉ PEDIATRIQUES
(hereinafter referred to as the "Association").
Interpretation
1. Definitions. In this By-Law, unless the
context otherwise specifies or requires:
(a) "Act" means the Canada Corporations Act,
R.S.C. 1970, chap. c.C-32 as from time to time amended and
every statute that may be substituted therefor and, in the
case of such substitution, any references in the By-laws
of the Association to provisions of the Act shall be read
as references to the substituted provisions therefor in
the new statute or statutes;
(b) "By-laws" means any By-law of the Association
from time to time in force and effect;
(c) "Letters Patent" means the Letters Patent
and any supplementary letters patent of the Association;
and
(d) "Regulations" means the regulations made
under the Act as from time to time amended and every regulation
that may be substituted therefor and, in the case of such
substitution, any references in the By-laws of the Association
to provisions of the regulations shall be read as references
to the substituted provisions therefor in the new regulations.
2. Interpretation. This By-law shall be,
unless the context otherwise requires, construed and interpreted
in accordance with the following:
(a) all terms contained herein and defined in the Act or
the Regulations shall have the meanings given to such terms
in the Act or such Regulations;
(b) words importing the singular number only shall include
the plural and vice versa; and the word "person"
shall include individuals, syndicates, trusts and any number
or aggregate of persons; and
(c) the headings used in the By-laws are inserted for reference
purposes only and are not to be considered or taken into
account in construing the terms or provisions thereof or
to be deemed in any way to clarify, modify or explain the
effect of any such terms or provisions.
Head Office
3. Head Office. The head office of the Association
shall be in the City of Ottawa, in the Province of Ontario.
SEAL
4. Seal. The seal, an impression of which
is stamped in the margin hereof, shall be the seal of the
Association.
Directors
5. Duties and Number. The affairs of the
Association shall be managed by a board of directors who may
be known and referred to as directors, trustees or governors.
There shall be a minimum of three (3) directors. The precise
number of directors of the Association from time to time and
the quorum for meetings of the directors shall be determined
by the members at a meeting of members.
6. Qualifications. Every director shall
be eighteen (18) or more years of age.
7. Directors. The directors in office on
the date this By-law comes into effect shall continue as the
directors of the Association for the balance of the term for
which they were elected and shall continue until their successors
are elected at a meeting of members.
8. Election and Term. Subject to the provisions
of this By-law, directors shall be elected yearly by the members
at an annual meeting. The directors' term of office shall
be from the date of the meeting at which they are elected
until the annual meeting next following or until their successors
are elected. The whole board of directors shall retire at
the annual meeting at which the election of directors to be
made but, subject to the provisions of the By-laws, shall
be eligible for re-election.
9. Vacancies. The office of a director shall
automatically be vacated:
(a) if the director becomes bankrupt or suspends payment
of debts generally or compounds with creditors or makes
an authorized assignment or is declared insolvent;
(b) if the director is found to be a mentally incompetent
person or becomes of unsound mind;
(c) if the director by notice in writing to the Association
resigns office which resignation shall be effective at the
time it is received by the Secretary of the Association
or at the time specified in the notice, whichever is later;
(d) if at a special meeting of members, a resolution is
passed by at least two-thirds (2/3) of the votes cast by
the members at the special meeting removing the director
before the expiration of the director's term of office;
or
(e) if the director dies.
10. Filling Vacancies. A vacancy occurring
in the board of directors shall be filled as follows:
(a) if the vacancy occurs as a result of the removal of
any director by the members in accordance with paragraph
9(d) above, it may be filled upon the vote of a majority
of the members and any director elected to fill a removed
director's place shall hold office for the remainder of
the removed director's term;
(b) any other vacancy in the board of directors may be
filled for the remainder of the term by the directors then
in office, provided there is a quorum. If there is not a
quorum of directors, the remaining directors shall forthwith
call a meeting of the members to fill the vacancy, and,
in default or if there are no directors then in office,
the meeting may be called by any member;
(c) otherwise such vacancy shall be filled at the next
annual meeting of the members at which the directors for
the ensuing year are elected.
If the number of the directors is increased between the
terms, a vacancy or vacancies, to the number of the authorized
increase, shall thereby be deemed to have occurred, which
may be filled in the manner above provided.
11. Committees. The board of directors may
from time to time appoint any committee or committees, as
it deems necessary or appropriate for such purposes and 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. The board of directors may fix any
remuneration for committee members who are not also directors
of the Association.
12. Remuneration of Directors. The directors
shall serve as such without remuneration and no director shall
directly or indirectly receive any profit from occupying the
position of director; provided that a director may be reimbursed
for reasonable expenses incurred by the director in the performance
of the director's duties. Nothing herein contained shall be
construed to preclude any director from serving the Association
as an officer or in any other capacity and receiving compensation
therefor.
Meetings of Directors
13. Place of Meeting. Meetings of the board
of directors may be held at any place within or outside Canada.
14. Notice. A meeting of directors may be
convened by the Chairperson of the Board, the Vice-Chairperson
of the Board or any two directors at any time. The Secretary,
when directed or authorized by any of such officers or any
two directors, shall convene a meeting of directors. Notice
of any meeting that is provided electronically shall be served
in the manner specified in paragraph 60 of this By-law not
less than forty-eight (48) hours before the meeting is to
take place. Notice of any such meeting that is sent by mail
shall be served in the manner specified in paragraph 60 of
this By-law not less than fourteen (14) days (exclusive of
the day on which the notice is delivered or sent but inclusive
of the date for which the notice is given) before the meeting
is to take place.
A director may in any manner and at any time waive notice
of a meeting of directors and attendance of a director at
a meeting of directors shall constitute a waiver of notice
of the meeting except where a director 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.
Meetings of directors may be held at any time without notice
if all the directors are present (except where a director
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) or if all of the absent directors
waive notice before or after the date of such meeting.
If the first meeting of the board of directors following
the election of directors by the members is held immediately
thereafter, then for such meeting or for a meeting of the
board of directors at which a director is appointed to fill
a vacancy in the board, no notice shall be necessary to the
newly elected or appointed directors or director in order
to legally constitute the meeting, provided that a quorum
of the directors is present.
15. Error or Omission in Giving Notice.
No error or accidental omission in giving notice of any meeting
of directors shall invalidate such meeting or make void any
proceedings taken at such meeting.
16. Adjournment. Any meeting of directors
may be adjourned from time to time by the chairperson of the
meeting, with the consent of the meeting, to a fixed time
and place. Notice of any adjourned meeting of directors is
not required to be given if the time and place of the adjourned
meeting is announced at the original meeting. Any adjourned
meeting shall be duly constituted if held in accordance with
the terms of the adjournment and a quorum is present thereat.
The directors who formed a quorum at the original meeting
are not required to form the quorum at the adjourned meeting.
If there is no quorum present at the adjourned meeting, the
original meeting shall be deemed to have terminated forthwith
after its adjournment. Any business may be brought before
or dealt with at any adjourned meeting which might have been
brought before or dealt with at the original meeting in accordance
with the notice calling the same.
17. Regular Meetings. The board of directors
may appoint a day or days in any month or months for regular
meetings of the board of directors at a place or hour to be
named by the board of directors and a copy of any resolution
of the board of directors fixing the place and time of regular
meetings of the board of directors shall be sent to each director
forthwith after being passed, but no other notice shall be
required for any such regular meetings.
18. Quorum. The number of directors forming
a quorum for the transaction of business shall be fixed by
the members and, notwithstanding any vacancy among the directors,
a quorum of directors may exercise all the powers of the directors.
19. Voting at Meetings of Directors. Each
director is authorized to exercise one (1) vote. Questions
arising at any meeting of directors shall be decided by a
majority of votes. In case of an equality of votes the chairperson
of the meeting in addition to an original vote shall have
a second or casting vote.
20. Detailed Voting Ballot. Where a director
is unable to participate at a meeting of the directors of
the Association then, subject to this By-law, the director
may have his or her vote recorded for the purposes of the
meeting by means of a detailed voting ballot. The detailed
voting ballot shall be provided by the Secretary to any director
who indicates his or her inability to attend a meeting of
directors in person or by teleconference. The completed and
signed voting ballot must be returned by the absent director
to the Secretary and to another director of the Association
who will be attending the meeting of directors prior to the
commencement of the meeting at which the absent director's
vote is to be counted. The voting ballot must contain sufficient
detail concerning matters to be raised at the meeting to allow
a director who is unable to attend the meeting the opportunity
to make a reasoned judgement on the matters contained therein.
A director's vote by ballot will only be counted if the motion
on the floor of the meeting is identical to that contained
in the mail ballot. The deposit of a ballot with the Secretary
and a director of the Association will not constitute that
director present for the purposes of establishing a quorum
at any meeting of directors.
21. Electronic Participation. The directors
of the Association may meet by teleconference or video-conference
provided that a majority of the directors consents to so meeting
or such meetings have been approved by resolution passed by
the board of directors at a meeting of the directors of the
Association.
22. Meetings by Other Electronic Means.
The directors of the Association may meet by other electronic
means that permits each director to communicate adequately
with each other, provided that:
(a) the board of directors of the Association has passed
a resolution addressing the mechanics of holding such a
meeting and dealing specifically with how security issues
should be handled, the procedure for establishing a quorum
and recording votes;
(b) each director has equal access to the specific means
of communication to be used;
(c) each director has consented in advance to meeting by
electronic means using the specific means of communication
proposed for the meeting.
Powers of Directors
23. Administer Affairs. The board of directors
of the Association shall administer the affairs of the Association
in all things and make or cause to be made for the Association,
in its name, any kind of contract which the Association 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 Association is by its Letters Patent or
otherwise authorized to exercise and do.
24. Expenditures. The board of directors
shall have power to authorize expenditures on behalf of the
Association from time to time for the purposes of furthering
the objects of the Association. The board of directors shall
have the power to enter into a trust arrangement with a trust
company or other financial institution 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 Association in accordance with such terms as the board
of directors may prescribe.
25. Borrowing Power. The board of directors
of the Association may from time to time:
(a) borrow money on the credit of the Association;
(b) limit or increase the amount to be borrowed;
(c) issue, sell or pledge debt obligations (including bonds,
debentures, debenture stock, notes or other like liabilities
whether secured or unsecured) of the Association;
(d) charge, mortgage, hypothecate or pledge all or any
currently owned or subsequently acquired real or personal,
movable or immovable property of the Association, including
book debts, rights, powers and undertakings, to secure any
debt obligations or any money borrowed, or other debt or
liability of the Association; and
(e) delegate the powers conferred on the directors under
this paragraph to such officer or officers of the Association
and to such extent and in such manner as the directors shall
determine.
The powers hereby conferred shall be deemed to be in supplement
of and not in substitution for any powers to borrow money
for the purposes of the Association possessed by its directors
or officers independently of this By-law.
26. Fund Raising. The board of directors
shall take such steps as they may deem requisite to enable
the Association 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 Association.
27. Agents and Employees. The board of directors
may appoint such agents and engage such employees (and may
delegate this function to an officer or officers of the Association)
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 at the time of such appointment. The remuneration
of officers, agents, employees and committee members shall,
subject to the other provisions of this By-law, be fixed by
the board of directors by resolution provided that the board
of directors may delegate this function to an officer or officers
of the Association.
Officers
28. Appointment.
(a) Chairperson of the Board. The board of directors shall
appoint from among its members, a Chairperson of the Board
and a Vice-Chairperson of the Board. The first appointment
to these offices shall be made upon the coming into force
of these By-laws, and thereafter, when required. The term
of office of the Chairperson of the Board shall be fixed
by the directors, to expire at the close of the next annual
meeting of members or, at the discretion of the board, on
the first or second anniversary of the next annual meeting
of members. The Chairperson of the Board shall be eligible
for reappointment if otherwise qualified. Upon expiration
of the term of office of the Chairperson, he or she shall
become and be known as the Past Chairperson, continuing
in office until the expiration of the term of office of
the succeeding Chairperson.
(b) Vice-Chairperson of the Board. The board of directors
shall appoint from among its members, a Vice-Chairperson
of the Board. The first appointment to this office shall
be made upon the coming into force of these By-laws, and
thereafter, when required. The Vice-Chairperson of the Board
shall automatically succeed to the office of Chairperson,
when that office becomes vacant.
(c) Chief Executive Officer. The board of directors shall
appoint a Chief Executive Officer.
(d) Secretary. The board of directors shall appoint a Secretary.
(e) Treasurer. The board of directors shall appoint a Treasurer.
29. The Chairperson of the Board and the
Vice-Chairperson of the Board shall be directors of the Association
but no other officer need be. Except for the Chairperson and
Vice-Chairperson two or more of the aforesaid offices may
be held by the same person. In case and whenever the same
person holds the offices of Secretary and Treasurer that person
may but need not be known as the Secretary-Treasurer.
30. Vacancies. Notwithstanding the foregoing,
each incumbent officer shall continue in office until the
earlier of:
(a) that officer's resignation, which resignation shall
be effective at the time the written resignation is received
by the Secretary of the Association or at the time specified
in the resignation, whichever is later;
(b) the appointment of a successor;
(c) that officer ceasing to be a director if such is a
necessary qualification of appointment;
(d) that officer's removal;
(e) that officer's death.
31. Except as otherwise provided, if the
office of any officer of the Association shall be or become
vacant, the directors may, by resolution, appoint a person
to fill such vacancy.
32. Remuneration of Officers. The remuneration
if any of all officers appointed by the board of directors
shall be determined from time to time by resolution of the
board of directors. All officers shall be entitled to be reimbursed
for reasonable expenses incurred in the performance of the
officer's duties.
33. Removal of Officers. Officers shall
be subject to removal by resolution of the board of directors
at any time.
34. Duties of Officers May be Delegated.
In case of the absence or inability to act of any officer
of the Association or for any other reason that the board
of directors may deem sufficient, the board of directors may
delegate all or any of the powers of any such officer to any
other officer or to any director for the time being.
35. Powers and Duties. All officers shall
sign such contracts, documents or instruments in writing as
require their respective signatures and shall respectively
have and perform all powers and duties incident to their respective
offices and such other powers and duties respectively as may
from time to time be assigned to them by the board of directors.
The duties of the officers shall include:
(a) Chairperson of the Board. The Chairperson of the Board,
if any, shall, when present, preside at all meetings of
the board of directors, committees of directors, if any,
and the members. The Chairperson shall also exercise the
powers of the Chief Executive Officer when that office is
vacant.
(b) Vice-Chairperson of the Board. If the Chairperson of
the Board is absent or is unable or refuses to act, the
Vice-Chairperson of the Board, if any, shall, when present,
preside at all meetings of the board of directors, committees
of directors, if any, and the members.
(c) Chief Executive Officer. The board of directors may
delegate to the Chief Executive Officer full power to manage
and direct the business and affairs of the Association and
to employ and discharge agents and employees of the Association.
The Chief Executive Officer shall supervise the day to day
operations and administration of the Association. The Chief
Executive Officer shall conform to all lawful orders given
by the board of directors of the Association and shall at
all reasonable times give to the directors or any of them
all information they may require regarding the affairs of
the Association.
(d) Secretary. The Secretary shall give or cause to be
given notices for all meetings of the board of directors
or committee of directors, if any, and members when directed
to do so and have charge of the corporate seal of the Association
and of the documents and registers referred to in Section
109 of the Act.
(e) Treasurer. The Treasurer shall keep or shall cause
to be kept an accurate account of all receipts and disbursements
of the Association in proper books of account, and shall
deposit or shall cause to be deposited all monies or other
valuable effects in the name and to the credit of the Association
in such banks or banks as may be designated from time to
time by the board of directors. The Treasurer shall disburse
or cause to be disbursed the funds of the Association under
the direction of the board of directors, receiving proper
vouchers thereof and render to the board of directors at
its regular meetings or whenever required, an account of
all of his transactions as Treasurer, and of the financial
position of the Association.
For the Protection of Directors and Officers
36. For the Protection of Directors and Officers.
Except as otherwise provided in the Act, no director or officer
for the time being of the Association shall be liable for
the acts, receipts, neglects or defaults of any other director
or officer or employee or for any loss, damage or expense
happening to the Association through the insufficiency or
deficiency of title to any property acquired by the Association
or for or on behalf of the Association or for the insufficiency
or deficiency of any security in or upon which any of the
moneys of or belonging to the Association shall be placed
out or invested or for any loss or damage arising from the
bankruptcy, insolvency or tortious act of any person including
any person with whom or which any moneys, securities or effects
shall be lodged or deposited or for any loss, conversion,
misapplication or misappropriation of or any damage resulting
from any dealings with any moneys, securities or other assets
belonging to the Association or for any other loss, damage
or misfortune whatever which may happen in the execution of
the duties of the director's or officer's respective office
or trust or in relation thereto unless the same shall happen
by or through the director's or officer's own willful neglect
or default.
Indemnities to Directors and Others
37. Indemnities to Directors and Others.
Every director or officer of the Association or other person
who has undertaken or is about to undertake any liability
on behalf of the Association or any corporation 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 Association, from and against;
(a) all costs, charges and expenses whatsoever which such
director, officer or other person sustains or incurs in
or about any action, suit or proceeding that is brought,
commenced or prosecuted against the director, officer or
other person for or in respect of any act, deed matter or
thing whatever, made, done or permitted by them, in or about
the execution of the duties of such office or in respect
of any such liability; and
(b) all other costs, charges and expenses which the director,
officer or other person sustains or incurs in or about or
in relation to the affairs thereof.
Except such costs, charges or expenses as are occasioned
by their own willful neglect or default.
The Association shall also indemnify any such person in such
other circumstances as the Act or law permit or requires.
Nothing in this By-law shall limit the right of any person
entitled to indemnity to claim indemnity apart from the provisions
of this By-law to the extent permitted by the Act or law.
Interested Director Contracts
38. Conflict of Interest. A director who
is in any way directly or indirectly interested in a contract
or proposed contract with the Association shall make the disclosure
required by the Act and except as provided by the Act, no
such director shall vote on any resolution to approve any
such contract. In supplement of and not by way of limitation
upon any rights conferred upon directors by Section 98 of
the Act and specifically subject to the provisions contained
in that section, it is declared that no director shall be
disqualified by any such office from, or vacate any such office
by reason of, holding any office or place of profit under
the Association or under any corporation in which the Association
shall be a shareholder or by reason of being otherwise in
any way directly or indirectly interested or contracting with
the Association as vendor, purchaser or otherwise or being
concerned in any contract or arrangement made or proposed
to be entered into with the Association in which the director
is in any way directly or indirectly interested as vendor,
purchaser or otherwise. Subject to compliance with the Act,
no contract or arrangement entered into by or on behalf of
the Association in which any director shall be in any way
directly or indirectly interested shall be voided or voidable
and no director shall be liable to account to the Association
or any of its members or creditors for any profit realized
by or from any such contract or arrangement by reason of any
fiduciary relationship.
39. Submission of Contracts or Transactions to Members
for Approval. The board of directors in its discretion
may submit any contract, act or transaction with the Association
for approval or ratification at any annual meeting of the
members or at any general meeting of the members called for
the purpose of considering the same and, subject to the provisions
of Section 98 of the Act, any such contract, act or transaction
that shall be approved or ratified or confirmed by a resolution
passed by a majority of the votes cast at any such meeting
(unless any different or additional requirement is imposed
by the Act, Letters Patent or the By-laws) shall be as valid
and as binding upon the Association and upon all the members
as though it had been approved, ratified or confirmed by every
member of the Association.
Membership
40. Regular Members. Membership in the Association
shall be available to those individual persons, health centres
and other institutions who are interested in furthering the
objectives of the Association and whose application for admission
as a member has satisfied the board of directors that the
objectives of the applicant are consistent with those of the
Association. Individual members may, but need not be representative
of one of the following:
(a) Health Sciences Centres/Regional Health Authorities;
(b) Regional Health Centres/Hospitals;
(c) Community Health Centres/Hospitals;
(d) Children's Treatment Centres/Rehabilitation Centres;
(e) Providers of Home Care Services to Children and Youth.
Regular Members shall be entitled to full voting privileges
and they are entitled to all of the services and privileges
afforded by the Association, including the privilege of serving
on committees of the Association.
41. Affiliate Members. Affiliate Membership
shall be available, directly or on a reciprocal basis, to
those non-profit organizations who are interested in furthering
the objectives of the Association and whose application for
admission as an affiliate member has satisfied the board of
directors that the objectives of the applicant are consistent
with those of the Association. Affiliate members shall be
entitled to all services and privileges afforded by the Association
and may serve on committees of the Association. Affiliate
members shall not be required to pay membership fees but shall
be expected to make contributions in kind to support the Association's
ongoing activities. Affiliate members shall not be entitled
to vote. Affiliate members may, but need not be representative
of one or more of the following:
(a) Assembly of Paediatric Chairs;
(b) Canadian Paediatric Society (CPS);
(c) Canadian Institute of Child Health (CIHC);
(d) National Voluntary Organizations;
(e) Regional and National Networks including but not exclusive
to Child Health Networks;
(f) National Centres of Excellence; and
(g) Government Agencies (i.e. Health Canada, Transport Canada
and HRDC ect.)
42. Each member shall be promptly informed
by the National Office of their admission as a member.
43. Memberships Continued. The membership
of each individual person, health centre and other institution
in good standing on the date this By-Law comes into effect
shall continue without further formality.
44. Resignation. Any member may withdraw
from the Association by delivering to the Association a written
resignation and lodging a copy of same with the Secretary
of the Association. A resignation shall be effective from
acceptance thereof by the board of directors. In the case
of resignation, a member shall remain liable for payment of
any outstanding membership dues levied or which became payable
by the member to the Association prior to such person's resignation.
45. Termination of Membership. The interest
of a member in the Association is not transferable and lapses
and ceases to exist
(a) upon death or dissolution of the member;
(b) when the member's period of membership expires (if
any);
(c) when the member ceases to be a member by resignation
or otherwise in accordance with the By-laws;
(d) if at a special meeting of members, a resolution is
passed to remove the member by at least two-thirds (2/3)
of the votes cast at the special meeting provided that the
member shall be granted the opportunity to be heard at such
meeting.
46. Membership Dues. The dues payable by
each of the members, or the individual members of any group
of members, shall be determined from time to time by the Directors
having regard to all relevant circumstances.
Members' Meeting
47. Time and Place of Meetings. Subject
to compliance with Section 102 of the Act, the annual meeting
of the members shall be held on such day in each year and
at such time as the directors may determine at any place within
Canada.
48. Annual Meetings. At every annual meeting,
in addition to any other business that may be transacted,
the report of the directors, the financial statements and
the report of the auditors shall be presented and the directors
shall be elected and auditors appointed for the ensuing year.
The members may consider and transact any business either
special or general at any meeting of members.
49. Special Meetings. Other meetings of
the members may be convened by order of the Chairperson of
the Board, the Vice-Chairperson of the Board, the Chief Executive
Officer, or by the board of directors at any date and time
and at any place within Canada. The board of directors shall
call a special general meeting or members on written requisition
of members carrying not less than 5% of the voting rights.
50. Notice. Notice of any annual or special
general meeting of members shall be provided to members of
the Association by any of the following means:
(a) by mail sent to each member not less than fourteen
(14) days (exclusive of the day on which the notice is delivered
or sent but inclusive of the date for which the notice is
given) before the meeting to take place;
(b) by electronic means such as e-mail or facsimile at
least 48 hours before the meeting;
(c) by notice published in a regular newsletter of the
Association which is sent to each member of the Association
individually;
(d) where the Association has more than one hundred (100)
members, by notice published in a local newspaper circulating
in a community where the majority of the members reside.
Notice of any meeting where special business will be transacted
should contain sufficient information to permit the member
to form a reasoned opinion on the decision to be taken. Notice
of each meeting of members must remind the member that the
member has the right to vote by proxy.
51. Waiver of Notice. A member and other
person entitled to attend a meeting of members may in any
manner waive notice of a meeting of members and attendance
of any such person at a meeting of members shall constitute
a waiver of notice of the meeting except where such person
attends a meeting for the express purposes of objecting to
the transaction of any business on the grounds that the meeting
is not lawfully called.
52. Error or Omission in Giving Notice.
No error or omission in giving notice of any annual or special
meeting or any adjourned meeting of the members of the Association
shall invalidate any resolution passed or any proceedings
taken at any meeting of members.
53. Quorum. A quorum at any meeting of the
members (unless a greater number of members and/or proxies
are required to be present by the Act or by the Letters Patent
or any other By-law) shall be seven regular members present
in person or by proxy. No business shall be transacted at
any meeting unless the requisite quorum be present at the
time of the transaction of such business. If a quorum is not
present at the time appointed for a meeting of members or
within such reasonable time thereafter as the members present
may determine, the persons present and entitled to vote may
adjourn the meeting to a fixed time and place but may not
transact any other business and the provisions of paragraph
60 with regard to notice shall apply to such adjournment.
54. Chairperson of the Meeting. In the event
that the Chairperson of the Board, and the Vice-Chairperson
of the Board are absent, the persons who are present and entitled
to vote shall choose another director as chairperson of the
meeting and if no director is present or if all the directors
present decline to take the chair then the persons who are
present and entitled to vote shall choose one of their number
to be chairperson.
55. Adjournment. The chairperson of any
meeting of members, may with the consent of the meeting adjourn
the same from time to time to a fixed time and place and no
notice of such adjournment need be given to the members. Any
business may be brought before or dealt with at any adjourned
meeting which might have been brought before or dealt with
at the original meeting in accordance with the notice calling
the same.
56. Meetings by Teleconference. If a majority
of the members of the Association consents (either at a meeting
of members by simple resolution or by consents signed individually
by a majority of the members), a meeting of members of the
Association may be held by teleconference or video-conference.
57. Meetings by Other Electronic Means. The
members of the Association may meet by other electronic means
that permits each director to communicate adequately with
each other, provided that:
(a) the board of directors of the Association has passed
a resolution addressing the mechanics of holding such a
meeting and dealing specifically with how security issues
should be handled, the procedure for establishing quorum
and recording votes;
(b) each member has equal access to the specific means
of communication to be used;
(c) each member has consented in advance to meeting by
electronic means using the specific means of communication
proposed for the meeting.
58. Voting of Members. At all meetings of
the members, every question shall be determined on a show
of hands by a majority of the members entitled to vote, unless
otherwise specifically provided by the Act or by the By-laws.
In the case of an equality of votes the chairperson of the
meeting shall both on a show of hands and at a poll have a
second or casting vote in addition to the vote or votes to
which the chairperson may be otherwise entitled.
No member shall be entitled either in person or by proxy
to vote at meetings of members of the Association unless the
member has paid all dues or fees, if any, then payable by
the member.
At any meeting unless a poll is demanded a declaration by
the chairperson of the meeting that a resolution has been
carried or carried unanimously or by a particular majority
or lost or not carried by a particular majority shall be conclusive
evidence of the fact.
A poll may be demanded either before or after any vote by
show of hands by any person entitled to vote at the meeting.
If at any meeting a poll is demanded on the election of a
chairperson or on the question of adjournment it shall be
taken forthwith without adjournment. If at any meeting a poll
is demanded on any other question or as to the election of
directors, the vote shall be taken by ballot in such manner
and either at once, later in the meeting or after adjournment
as the chairperson of the meeting directs. The result of a
poll shall be deemed to be the resolution of the meeting at
which the poll was demanded. A demand for a poll may be withdrawn.
59. Proxies. Votes at meetings of the members
may be given either personally or by proxy or, in the case
of a member who is a body corporate or association, by an
individual authorized by a resolution of the board of directors
or governing body of the body corporate or association to
represent it at meetings of members of the Association. At
every meeting at which a member is entitled to vote, every
member and/or person appointed by proxy to represent one or
more members and/or individual so authorized to represent
a member who is present in person shall have one vote on a
show of hands. Upon a poll and subject to the provisions,
if any, of the Letters Patent, every member who is entitled
to vote at the meeting and who is present in person or represented
by an individual so authorized shall have one vote and every
person appointed by proxy shall have one vote for each member
who is entitled to vote at the meeting and who is represented
by such proxy holder.
A proxy shall be executed by the member or the member's attorney
authorized in writing or, if the member is a body corporate
or association, by an officer or attorney thereof duly authorized.
A person appointed by proxy need not be a member.
A proxy may be in the following form:
The undersigned member of [name of corporation] hereby appoints
of or failing the person appointed above, of as the proxy
of the undersigned to attend and act at the meeting of the
members of the said Association to be held on the day of ,
2002, and at any adjournment or adjournments thereof in the
same manner, to the same extent and with the same power as
if the undersigned were present at the said meeting or such
adjournment or adjournments thereof.
DATED this day of , 2002
Signature of Member
The directors may from time to time make regulations regarding
the lodging of proxies at some place or places other than
the place at which a meeting or adjourned meeting of members
is to be held. The chairperson of any meeting of members may,
subject to any regulations made as aforesaid, in the chairperson's
discretion accept electronic or written communication as to
the authority of any persons claiming to vote on behalf of
and to represent a member notwithstanding that no proxy conferring
such authority has been lodged with the Association, and any
votes given in accordance with such electronic or written
communication accepted by the chairperson of the meeting shall
be valid and shall be counted.
Execution of Instruments
60. Execution of Instruments. Contracts,
documents or instruments in writing requiring the signature
of the Association may be signed by
(a) any one of the Chairperson of the Board, the Vice-Chairperson
of the Board, or the Chief Executive Officer together with
any one of the Secretary or the Treasurer;
(b) any two directors; or
(c) any one of the aforementioned officers together with
any one director;
and all contracts, documents and instruments in writing so
signed shall be binding upon the Association without any further
authorization or formality. The board of directors shall have
power from time to time by resolution to appoint any officer
or officers or any person or persons on behalf of the Association
either to sign contracts, documents and instruments in writing
generally or to sign specific contracts, documents or instruments
in writing.
The term "contracts, documents or instruments in writing"
as used in this By-law shall include but not be limited to
deeds, mortgages, hypothecs, charges, conveyances, transfers
and assignments of property real or personal, immovable or
movable, agreements, releases, receipts and discharges for
the payment of money or other obligations, conveyances, transfers
and assignments of shares, share warrants, stocks, bonds,
debentures or other securities and all paper writings.
The seal of the Association when required may be affixed
to any instruments in writing signed as aforesaid or by any
officer or officers appointed by resolution of the board of
directors.
Cheques, Drafts, Notes, etc.
61. Cheques, Drafts, Notes, Etc. All cheques,
drafts or orders for the payment of money and all notes and
acceptances and bills of exchange shall be signed by such
officer or officers or person or persons, whether or not officers
of the Association, and in such manner as the board of directors
may from time to time designate by resolution.
Notices
62. Service. Subject to paragraph 46 of
this By-law regarding notices to members of any annual or
special general meetings of members, any notice or other document
required by the Act, the Regulations, the Letters Patent or
the By-laws to be sent to any member or director or to the
auditor shall be:
(a) delivered personally,
(b) sent by prepaid mail, or
(c) sent by electronic means such as e-mail or facsimile
at such person's latest address as shown in the records of
the Association and to the auditor at its business address,
or if no address be given therein then to the last address
of such member or director known to the Secretary; provided
always that notice may be waived or the time for the notice
may be waived or abridged at any time with the consent in
writing of the person entitled thereto.
63. Signature to Notices. The signature
of any director or officer of the Association to any notice
or document to be given by the Association may be written,
stamped, typewritten or printed or partly written, stamped,
typewritten or printed.
64. Computation of Time. Where a given number
of days' notice or notice extending over a period is required
to be given under the By-laws or Letters Patent of the Association
the day of service or posting of the notice shall not, unless
it is otherwise provided, be counted in such number of days
or other period.
65. Proof of Service. With respect to every
notice or other document sent by mail, it shall be sufficient
to prove that the envelope or wrapper containing the notice
or other document was properly addressed as provided in paragraph
60 of this By-law and mailed at a Post Office or mail box.
With respect to any notice or other document sent by electronic
means, it shall be sufficient to produce the electronic confirmation
that the notice or other document was sent electronically.
A certificate of an officer of the Association in office at
the time of the making of the certificate as to facts in relation
to the sending or delivery of any notice or other document
to any member, director, officer or auditor or publication
of any notice or other document shall be conclusive evidence
thereof and shall be binding on every member, director, officer
or auditor of the Association as the case may be.
Rules and Regulations
66. Rules and Regulations. The board of
directors may prescribe such rules and regulations not inconsistent
with the By-laws relating to the management and operation
of the Association and other matters provided for in these
By-laws as they may deem expedient, provided that such rules
and regulations shall have force and effect only until the
next annual meeting of the members of the Association when
they shall be confirmed and in default of confirmation at
such annual meeting of members shall at and from that cease
to have force and effect.
By-Laws
67. The board of directors may from time
to time enact By-laws relating in any way to the Association
or to the conduct of its affairs, including but not limited
to, By-laws providing for applications for supplementary letters
patent, and may from time to time by By-law amend, repeal
or re-enact the By-laws but no By-law shall be effective until
sanctioned by at least two-thirds (2/3) of the votes cast
at a meeting of the members duly called for the purpose of
considering same and the enactment, repeal or amendment of
By-laws not embodied in the Letters Patent shall not be enforced
or acted upon until the approval of the Minister of Industry
in respect thereof has been obtained.
Auditors
68. Auditors. The members shall at each
annual meeting appoint an auditor to audit the accounts of
the Association for report to members who shall hold office
until the next following annual meeting; provided, however,
that the directors may fill any casual vacancy in the office
of the auditor. The remuneration of the auditor shall be fixed
by the board of directors.
Financial Year
69. Financial Year. The financial year of
the Association shall terminate on the 31st day of August
in each year or on such other date as the directors may from
time to time by resolution determine.
ENACTED by the Directors on this 29th day of April, 2002
WITNESS the seal of the Association.
Marilyn Booth
Chairperson of the Board Elaine Orrbine
Chief Executive Officer
LG-Ott-1/179339
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