BY-LAW NO. 1

 

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

CANADIAN ASSOCIATION OF PAEDIATRIC HEALTH CENTRES/

ASSOCIATION CANADIENNE DES CENTRES DE SANTÉ PEDIATRIQUES

 

BY-LAW NO. 1

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

CANADIAN ASSOCIATION OF PAEDIATRIC HEALTH CENTRES/

ASSOCIATION CANADIENNE DES CENTRES DE SANTÉ PEDIATRIQUES

 (the “Corporation”)

BE IT ENACTED as a by-law of the Corporation as follows:


INTERPRETATION

Definitions: [s.1] In this By-law and all other By-laws and resolutions of the Corporation, unless the context otherwise requires: “Act” means the Canada Not-for-profit Corporations Act S.C. 2009, c.23, including the Regulations made pursuant to the Act, and any statute or regulations that may be substituted, as amended from time to time; 

Articles” means the original or restated articles of incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement or revival of the Corporation; 

Board” means the board of directors of the Corporation; [NEW]

By-laws” means this by-law and all other by-laws of the Corporation as amended and which are, from time to time, in force and effect; [NEW]

Director” means a member of the Board; [NEW]

Meeting of Members” includes an annual meeting of members and a Special Meeting of Members; [NEW]

Members” means the members of the Corporation as described in Section 3.02; [NEW]

Ordinary Resolution” means a resolution passed by a majority of not less than 50% plus 1 of the votes cast on that resolution; [NEW]

Regulations” means the regulations made under the Act, as amended, restated or in effect from time to time; 

Special Meeting of Members” means a special meeting of all Members entitled to vote at an annual meeting of Members; and [NEW]

Special Resolution” means a resolution passed by a majority of not less than two-thirds (2/3) of the votes cast on that resolution. [NEW] 

Interpretation [s.2]: In the interpretation of this By-law, unless the context otherwise requires, the following rules shall apply: 

except where specifically defined in the By-law, words, terms and expressions appearing in this By-law shall have the meaning ascribed to them under the Act; 

words importing the singular number only shall include the plural and vice versa; 

the word “person” shall mean an individual, body corporate, a partnership, a trust, a joint venture or an unincorporated association or organization; and 

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 of the By-laws or to be deemed in any way to clarify, modify or explain the effect of any such terms or provisions. 


GENERAL

Registered Office: The registered office of the Corporation shall be situated in the City of Ottawa, in the province of Ontario. [s.3]

Auditor and Fiscal Year: 

The Members shall appoint the auditor yearly in accordance with Subparagraph 5.02(b)(iii) of this By-law. [s.68]

The Board shall fix the remuneration of the auditor. [s.68]

The fiscal year of the Corporation shall end on August 31st of each year or on such other day in each year as the Board shall from time to time determine by Ordinary Resolution. [s.69]

Corporate Seal: The seal of the Corporation shall be in the form approved from time to time by the Board. [s.4]

Execution of Documents [s.60]

Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring execution by the Corporation may be signed by any two officers of the Corporation.

The Board may also from time to time direct the manner in which and the person or persons by whom a particular document or type of document shall be executed.  Any person authorized to sign any document may affix the corporate seal to the document.

Banking: The banking business of the Corporation shall be transacted at such bank, trust company or other firm or corporation carrying on a banking business in Canada or elsewhere as the Board may designate, appoint or authorize from time to time by resolution.  The banking business or any part of it shall be transacted by an officer or officers of the Corporation and/or other persons as the Board may from time to time designate, direct or authorize. [NEW]

Annual Financial Statements: The Corporation may, instead of sending copies of the annual financial statements and other documents referred to in Subsection 172(1) of the Act to the Members, give notice in the manner referred to in Section 5.04 of this By-law to its Members stating that the annual financial statements and documents provided in Subsection 172(1) of the Act are available at the registered office of the Corporation and any Member may, on request, obtain a copy free of charge at the registered office or by prepaid mail. [NEW]

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. [NEW]


MEMBERS

Membership Classes: [s.40] There shall be one (1) class of Members in the Corporation.

Eligibility and Admission

Membership in the Corporation shall be available to the following persons:

Academic Health Sciences Centres / Children’s Hospitals

Regional, Provincial Health Authorities;

Regional Health Centres / Hospitals;

Community Health Centres / Hospitals;

Children’s Treatment Centres / Rehabilitation Centres;

Providers of Home Care Services to Children and Youth; 

such other organizations that are interested in furthering the purposes of the Corporation; and

individuals who are representatives of an organization described in paragraphs 3.02(a)(i) to 3.02(a)(vi) above or such other individuals who are interested in furthering the purposes of the Corporation.

A person described in Subsection 3.02(a) above that applies for membership in the Corporation shall become a Member upon such application being accepted by Ordinary Resolution of the Board or in such other manner as may be determined by the Board.

Rights of Members

Subject to subsection 3.03(b), each Member shall be entitled to receive notice of, attend and vote at all Meetings of Members and each Member shall be entitled to one (1) vote. 

No Member shall be entitled to vote at Meetings of Members unless the Member has paid all dues or fees, if any, then payable by the Member. [s.58]

Membership Dues[s.46]

The Board may require Members to make an annual contribution or pay annual dues and may determine the manner in which the contribution is to be made or the dues are to be paid. 

In the event that membership dues are levied, Members shall be notified in writing of the membership dues at any time payable by them and, if any are not paid within one (1) calendar month of the membership renewal date, as the case may be, the Members in default shall thereupon cease to be Members of the Corporation. 

Transferability of Membership: The interest of a Member in the Corporation is not transferable. [s.45]

Termination of Membership: Subject to the Articles and Section 3.08 of this By-law, the rights of a Member lapse and cease to exist when the Member’s membership terminates for any of the following reasons: [s.45]

the Member dies or, in the case of a corporation, is dissolved;

the Member withdraws or resigns from the Corporation in accordance with Section 3.07; 

the Member is removed in accordance with Section 3.08 below or the Member’s membership is otherwise terminated in accordance with the By-laws; 

the Member’s term of membership, if any, expires; or

the Corporation is liquidated or dissolved pursuant to the Act. 

Withdrawal[s.44]

Any Member may withdraw from the Corporation by delivering a written resignation to the Corporation. 

A withdrawal shall be effective at the time specified in the resignation, or, if no time is specified, at the time it is accepted by the Board, provided that the withdrawing Member shall remain liable for the obligations set out in Section 3.09 below.

Termination of Membership[s.45(d) & NEW]

The Members shall have the authority to terminate the membership of any Member for any one or more of the following grounds: 

violating any provision of the Articles, By-laws, or written policies of the Corporation;

carrying out any conduct which may be detrimental to the Corporation, as determined by the Members in their sole discretion;

for any other reason that the Members in their sole and absolute discretion consider to be reasonable, having regard to the purpose of the Corporation.

In the event that the Members determine that a Member should be removed from membership in the Corporation, the Chairperson shall provide twenty (20) days’ notice of removal to the Member and shall provide reasons for the proposed removal.

The Member may make written submissions to the Chairperson as may be designated by the Members, in response to the notice received within such twenty (20) day period.

In the event that no written submissions are received by the Chairperson, the Chairperson may proceed to notify the Member that the Member is removed from membership in the Corporation and the Member’s membership terminated. If written submissions are received in accordance with this section, the Members 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 Members’ decision shall be final and binding on the Member, without any further right of appeal.

Effect of Termination [s. 44] A Member whose membership has been or will be terminated for any reason set out in Section 3.06 above:

shall pay to the Corporation, on or before the date on which the termination takes effect, all dues payable to the Corporation levied up to the effective date of the termination; and

shall not be entitled to vote at any meeting of the Members that takes place on or after the date on which the termination takes effect.


ASSOCIATES

[s. 41]

 

Entitlement: The Corporation may accept as Associates not-for-profit organizations that are interested in furthering the purposes of the Corporation and that share common goals and objectives with the Corporation.

Eligibility: The Board shall have the right to determine such other conditions required for an organization to be eligible to become an Associate.

Associate Rights and Restrictions: Organizations invited to be Associates of the Corporation:

are entitled to Corporation services and privileges as determined by the Board;

may serve on committees of the Association as determined by the Board but are not eligible to hold elective office in the Corporation as a director or an officer;

have the right to receive notice of and attend Meetings of Members, but do not have the right to vote thereat; and

cannot claim or advertise that they are Members of the Corporation.

Associate Dues: The annual dues payable to the Corporation by Associates shall be determined by the Board and levied in accordance with such terms and conditions as shall be determined by the Board. 


MEETINGS OF MEMBERS

Place of Meetings: Meetings of 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. [s. 47]

Annual Meetings 

The Board shall call an annual meeting no later than fifteen (15) months after the last preceding annual meeting but not later than six (6) months after the end of the Corporation’s preceding financial year. [NEW]

The Board shall call an annual meeting of Members for the purpose of: [s. 48]

considering the financial statements and reports of the Corporation required by the Act to be presented at the meeting; 

electing Directors; 

appointing an auditor; and

conducting other business (“Special Business”), if any, provided that the requirements of Subsection 5.04(d) have been complied with.

Special Meetings 

The Chairperson, the Vice-Chairperson, the President & Chief Executive Officer or the Board may at any time call a Special Meeting of Members for the transaction of any business which may properly be brought before the Members. The Board shall call a Special Meeting of Members in accordance with Section 167 of the Act, on written requisition of Members carrying not less than five per cent (5%) of the voting rights. [s. 49]

If the Directors do not call a meeting within twenty-one (21) days of receiving the requisition referred to in Subsection 5.03(a), any Member who signed the requisition may call the meeting. [NEW]

Notice of Meetings[s. 50]

Notice of the time and place of a Meeting of Members shall be sent to the following: 

to each Member entitled to vote at the meeting; 

to each Director; 

to the auditor of the Corporation; and

to Associates.

Notice of the time and place of a Meeting of Members shall be given to each of the persons set out in Subsection 5.04(a) by the following means: 

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

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.

Notice of a Meeting of Members must remind each Member of its right to vote by proxy. 

Notice of a Meeting of Members at which Special Business is to be transacted shall: 

state the nature of that business in sufficient detail to permit the Member to form a reasoned judgment on the business to be transacted; and

provide the text of any Special Resolution or By-law to be submitted to the meeting. 

Waiving Notice: A person entitled to notice of a Meeting of Members may in any manner and at any time waive notice of 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. [s. 51]

Persons Entitled to be Present: 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 auditor of the Corporation and such other persons who are entitled or required under any provision of the Act or By-laws of the Corporation to be present at the meeting.  Any other person may be admitted only on the invitation of the Chairperson or with the consent of the meeting. [NEW]

Chair of the Meeting: In the event that the Chairperson and the Vice-Chairperson are absent, the Members who are present and entitled to vote at the meeting shall choose another Director to chair the meeting, and if no Director is present or if all the Directors present decline to chair the meeting, then the Members who are present and entitled to vote at the meeting shall choose one of their number to chair the meeting. [s.54]

Quorum: A quorum at any Meeting of the Members (unless a greater number of Members are required to be present by the Act) shall be six (6) institutional Members entitled to vote at the meeting.  For the purpose of determining quorum, a Member may be present by a duly appointed proxyholder in accordance with Subsection 5.12(a) of this By-law. No business shall be transacted at any meeting unless the requisite quorum is present at the time of the transaction of such business.  If a quorum is not present at the opening of a Meeting of Members, the Members present may adjourn the meeting to a fixed time and place but may not transact any other business. [s.53]

Participation at Meetings by Telephone or Electronic Means: [s.57]

Any person entitled to attend a Meeting of Members may participate in the meeting using telephonic, electronic or other communications means that permit all participants to communicate adequately with each other during the meeting, if the Corporation makes available such a communication facility or the person in question has access to such a communication facility.

A person participating in the meeting by any such means shall be deemed to have been present at that meeting.

A person participating by telephonic, electronic or other communication facility may vote by any such means if the facility, when necessary, can be adapted so that the votes can be gathered in a manner that permits their subsequent verification and permits the tallied votes to be presented to the Corporation without it being possible for the Corporation to identify how a particular Member or group of Members voted. 

Meeting Held by Electronic Means: If the Directors or Members call a Meeting of Members, those Directors or Members, as the case may be, may determine that the meeting shall be held, in accordance with the Act, entirely by means of teleconference or an electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting. [s.56]

Adjournment: The Chairperson 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 provided the adjourned meeting takes place within thirty-one (31) days of the original meeting.  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. [s.55]

Absentee Voting: Subject to compliance with the Act, in addition to voting in person, every Member entitled to vote at a Meeting of Members may vote by any of the following means:

by appointing a proxyholder or 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 and with the authority conferred by the proxy, subject to the following requirements: 

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;

a Member may revoke a proxy by depositing an instrument or act in writing executed by the delegate

at the registered office of the Corporation no later than the last business day preceding the day of the meeting, or the last business day preceding the day of the continuation of that meeting after an adjournment of that meeting, at which the proxy is to be used, or

with the Chairperson on the day of the meeting or the day of the continuation of that meeting after an adjournment of that meeting;

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 an alternate proxyholder has conflicting instructions from more than one Member, to vote at the meeting by way of a show of hands;

the form of proxy shall be in the form created by the Corporation, provided that it shall comply with the requirements of the Act and the Regulations; and

a form of proxy that, if 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. [s.59]

by using a mailed-in ballot in the form provided by the Corporation provided that the Corporation has a system that enables the votes to be gathered in a manner that permits their subsequent verification and permits the tallied votes to be presented to the Corporation without it being possible for the Corporation to identify how each Member voted; or

by means of a telephonic, electronic or other communication facility, if the 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 Corporation without it being possible for the Corporation to identify how each Member voted.

Votes to Govern: Subject to the Act and the By-laws, all questions proposed for consideration of the Members shall be determined by Ordinary Resolution.  In case of an equality of votes, the chair of the meeting, in addition to an original vote, shall have a second or casting vote in addition to the vote to which the chair may be otherwise entitled. [s.58]

Show of Hands: Subject to the Act and Section 5.15, except where a ballot is demanded, voting on any question proposed for consideration at a Meeting of Members shall be by show of hands, and a declaration by the chair of the meeting as to whether or not the question or motion has been carried and an entry to that effect in the minutes of the meeting shall, in the absence of evidence to the contrary, be evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the motion. [s.58]

Ballots: For any question proposed for consideration at a Meeting of Members, either before or after a vote by show of hands has been taken, the chair of the meeting, or any Member or proxyholder may demand a ballot, in which case the ballot shall be taken in such manner as the chair directs and the decision of the Members on the question shall be determined by the result of such ballot. [NEW]

Resolution in Lieu of Meeting:[NEW]

Subject to Section 166 of the Act:

a resolution in writing signed by all the Members entitled to vote on that resolution at a Meeting of Members is as valid as if it had been passed at a Meeting of the Members; and

a resolution in writing dealing with all matters required by the Act to be dealt with at a Meeting of Members, and signed by all the Members entitled to vote at that meeting, satisfies all the requirements of the Act relating to that Meeting of Members.

A copy of every resolution referred to above shall be kept with the minutes of meetings of Members.


DIRECTORS

Duty to Supervise Management: Subject to the Act and the Articles, the Board shall supervise the management of the activities and affairs of the Corporation. [s.5, 23]

Number: The Board shall be comprised of a minimum of ten (10) and a maximum of twenty-four (24) Directors.  The precise number of Directors shall be determined from time to time by Ordinary Resolution of the Board, provided that the Members have delegated such power to the Board. [s.5]

Qualifications: The following persons are disqualified from being a Director: [s.6]

anyone who is less than 18 years of age; 

anyone who has been declared incapable by a court in Canada or in another country; 

a person who is not an individual; and

a person who has the status of bankrupt.

Election and Term: [s.8]

Subject to the Act and the provisions of this By-law, the Directors shall be elected by the Members from among the list of nominees proposed by the nominating committee at each annual meeting at which an election of Directors is required.

A Director’s term of office shall be from the date of the meeting at which the Director is elected until the second annual meeting next following (e.g. 2 years) or until that Director’s successor is elected.

Maximum Terms: [s.8]

Subject to paragraphs 6.05(b) and 6.05(c), a Director who has served four (4) consecutive terms of office shall not normally be eligible for re-election to the Board until a period of at least one (1) year has elapsed since the end of that Director’s fourth consecutive term in office.

The Board may, by Ordinary Resolution, allow a Director who has served four (4) consecutive terms of office to be eligible for re-election to the Board for the purpose of that Director succeeding to the office of or becoming Vice-Chair, Chair or Past-Chair.

Where a Director is appointed to fill an unexpired term of a Director such partial term shall be excluded from the calculation of the maximum years of service.

Consent: A Director who is elected or appointed must consent to hold office as a Director by any of the following means: [NEW]

if present at the meeting at which the election or appointment takes place, by not refusing to hold office,

if not present at the meeting at which the election or appointment takes place, by either:

consenting to hold office in writing before the election or appointment takes place or within ten (10) days after the day on which the election or appointment took place; or

by acting as a Director after such person's election or appointment. 

Vacation of Office: A Director ceases to hold office when the Director dies, resigns, is removed from office by the Members, or becomes disqualified to serve as Director. [s.9]

Resignation: A Director may resign from office by giving a written resignation to the Corporation and such resignation becomes effective when received by the Corporation or at the time specified in the resignation, whichever is later. [s.9(c)]

Removal: The Members may, by Ordinary Resolution passed at a Special Meeting of Members, remove any Director from office before the expiration of the Director’s term and may elect a qualified individual to fill the resulting vacancy for the remainder of the term of the Director so removed, failing which such vacancy may be filled by the Board. [s.9(d), 10(a)]

Director’s Statement: a Director is entitled to submit to the Corporation a written statement giving reasons for resigning or for opposing the removal or replacement of the Director if a meeting is called for that purpose. If a Director submits such a statement, the Corporation shall comply with Section 131 of the Act. [NEW]

Filling Vacancies[s.10]

Subject to the Act and to Section 6.09 of this By-law, a vacancy on the Board may be filled for the remainder of the term by a qualified individual by Ordinary Resolution of the Board.

Notwithstanding Subsection 6.11(a) of this By-law, if there is not a quorum of Directors or if a vacancy results from either (i) a change to the minimum or maximum number of Directors provided in the Articles or (ii) a failure to elect the number of Directors required to be elected at any Meeting of Members, the Directors then in office shall 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. 

Executive Committee: The Board may appoint from their number an Executive Committee and delegate to such committee any of the powers of the Board except those which may not be delegated by the Board pursuant to Subsection 138(2) of the Act. The Executive Committee may act as the Corporation’s nominating committee. Unless otherwise determined by the Board, such a committee shall have the power to fix its quorum at not less than a majority of its Members, to elect its chair and to otherwise regulate its procedure. [NEW]

Other Committees: The Board may from time to time appoint any other committee or 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.  The Board may fix any remuneration for committee members who are not also Directors of the Corporation. [s.11]

Remuneration and Expenses: The Directors shall serve as such without remuneration and no Director shall directly or indirectly receive any profit from his or her position as such.  The Board may, by Ordinary Resolution, fix the reasonable remuneration of the officers of the Corporation, if any, except that no officer who is also a Director shall be entitled to receive remuneration for acting as such. Any Director or officer of the Corporation may receive reimbursement for reasonable expenses incurred on behalf of the Corporation in their respective capacities as a Director or officer. [s.12]

Borrowing Powers: The Board may, without authorization of the Members: [s.25]

borrow money on the credit of the Corporation;

issue, reissue, sell, pledge or hypothecate debt obligations of the Corporation;

give a guarantee on behalf of the Corporation to secure performance of an obligation of any person; and

mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the Corporation, owned or subsequently acquired, to secure any debt obligation of the Corporation. 

Fund Raising:  The Board shall take such steps as it may deem requisite to enable the Corporation to acquire, accept, solicit or receive legacies, gifts, grants, settlements, bequests, endowments and donations of any kind whatsoever for the purpose of furthering the purposes of the Corporation. [s.26]


MEETINGS OF DIRECTORS

Place of Meetings: Meetings of the Board may be held at the registered office of the Corporation or at any other place within or outside of Canada as the Board may determine. [s.13]

Calling of Meetings: Meetings of the Board may be called by the Chairperson, the Vice-Chairperson or any two (2) Directors. [s.14]

Notice of Meeting:

Notice of the time and place for the holding of a meeting of the Board shall be given in the manner provided in Section 11.01 to every Director not less than forty-eight (48) hours before the time when the meeting is to be held if provided electronically, and not less than seven (7) days before the time when the meeting is to be held if sent by mail. [s.14]

Notice of a meeting of the Board 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. [s.14, 16]

Notice of a meeting of the Board shall specify the purpose of the meeting and the business to be transacted. [NEW]

Waiver of Notice: A Director may waive notice of the meeting, and attendance of a Director at the meeting is a waiver of notice of the meeting, except if the Director attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called. [s.14]

First Meeting of New Board: Provided that a quorum of Directors is present, a newly-elected Board may, without notice, hold its first meeting immediately following the Meeting of Members at which such Board is elected. [s.14]

Regular Meetings: 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 immediately after being passed, but no other notice shall be required for any such regular meeting except if Subsection 136(3) of the Act requires the purpose thereof or the business to be transacted to be specified in the notice. [s.17]

Quorum: A majority of the number of incumbent Directors constitutes 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 Section 7.10, by teleconference and/or by other electronic means. [s.18]

No Alternate Directors: No person shall act for an absent Director at a meeting of the Board. [NEW]

Resolutions in Writing: A resolution in writing, signed by all the Directors entitled to vote on that resolution at a meeting of Directors or of a committee of Directors, shall be as valid as if it had been passed at a meeting of Directors or committee of Directors.  A copy of every such resolution in writing shall be kept with the minutes of the proceedings of the Directors or committee of Directors. [NEW]

Participation at Meeting by Telephone or Electronic Means: A Director may, if all Directors are in agreement and have provided their consent, participate in a meeting of Directors or of a committee of Directors using telephonic, electronic or another communication facility that permits all participants to communicate adequately with each other during the meeting.  A Director participating in the meeting by such means shall be deemed for the purposes of the Act to have been present at that meeting.  The Board shall be responsible for ensuring that the means of communication being used is sufficiently secure given the matters under consideration, determining that a quorum is present and establishing how votes are to be recorded. [s. 21, 22]

Chair of the Meeting: In the event that the Chairperson and Vice Chairperson are absent, the Directors who are present shall choose one of their number to chair the meeting. 

Votes to Govern: At all meetings of the Board, each Director shall have one (1) vote and 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 shall have a second or casting vote. [s.19]

Detailed Voting Ballot[s.20]

Where a Director is unable to participate at a meeting of the Board 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 Chair or his or her delegate to any Director who indicates his or her inability to attend a meeting of Directors in person or by teleconference or other electronic means and who expresses the wish to vote by ballot pursuant to this Subsection 7.13(a).

The completed and signed voting ballot must be returned by the absent Director to the Chair or his or her delegate and to another Director 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 judgment 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 in accordance with Subsection 7.13(b) above will not constitute that Director being present for the purposes of establishing a quorum at any meeting of Directors.


OFFICERS

Officers: [s.28]

The officers of the Corporation shall include: 

a Chairperson;

a Vice-Chairperson; 

a Past Chairperson;

a President & Chief Executive Officer; and

a Treasurer;

and may include such other officers as the Board may appoint in accordance with Subsection 8.02(c) of this By-law.

Any Director may be appointed to any office described in Subsection 8.01(a), except the office of President & Chief Executive Officer.  All officers shall be Directors of the Corporation, with the exception of the President & Chief Executive Officer. [s.29]

Two or more offices may be held by the same person, with the exception of the offices of Chairperson, Vice-Chairperson and President & CEO. [s.29]

Appointment:

The Chairperson and Vice-Chairperson shall be appointed by Ordinary Resolution of the Board at the first meeting of the Board following the annual meeting of the Members at which the Board is elected.  The last person who held the office of Vice-Chairperson shall, if re-elected as a Director, automatically succeed to the office of Chairperson.  The last person who held the office of Chairperson shall, if re-elected as a Director, automatically succeed to the office of Past-Chairperson. [s.28]

The President & Chief Executive Officer shall be independently retained by the Corporation as an employee pursuant to Subparagraph 8.04(c)(i). [NEW]

The Board may from time to time by Ordinary Resolution appoint such other officers and agents as it shall deem necessary who shall have such authority and shall perform such duties as may from time to time be prescribed by the Board.

Term & Removal: 

Subject to Subsection 8.03(b) below, Officers, other than the President & Chief Executive Officer, shall hold office for a term of two (2) years from the date of their appointment. Officers, other than the President & Chief Executive Officer, may be removed by Ordinary Resolution of the Board at any time. [s.28, 33]

The Board may, by Ordinary Resolution, extend the term of an officer who has served two (2) years in office for the purpose of that officer succeeding to the office of or becoming Vice-Chair, Chair or Past-Chair. 

The President & Chief Executive Officer’s term of office shall be in accordance with the agreement referenced in Subparagraph 8.04(c)(i). The President & Chief Executive Officer may be removed from office in accordance with the agreement referenced in Subparagraph 8.04(c)(i) and applicable law. [NEW]

Powers and Duties: [s.35]

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. 

The duties of the officers shall include: 

Chairperson. The Chairperson shall, when present, preside at all meetings of the Board, meetings of the committees of Directors, and Meetings of Members.  The Chairperson shall perform such duties and exercise such powers as from time to time may be assigned to such office by the Board. 

Vice-Chairperson. The Vice-Chairperson shall, in the absence or disability of the Chairperson, perform the duties and exercise the powers of the Chairperson and shall perform such duties and exercise such powers as from time to time may be assigned to such office by the Board. 

Treasurer.  The Treasurer shall keep or cause to be kept an accurate account of all receipts and disbursements of the Corporation in proper books of account, and shall deposit or cause to be deposited all monies or other valuable effects in the name and to the credit of the Corporation in such bank or banks as may be designated from time to time by the Board.  The Treasurer shall disburse or cause to be disbursed the funds of the Corporation under the direction of the Board, receiving proper vouchers thereof and render to the Board at its regular meetings or whenever required, an account of all of his transactions as Treasurer, and of the financial position of the Corporation.

President & Chief Executive Officer. [NEW]

The President & Chief Executive Officer shall be retained as an employee of the Corporation by the Board on such terms as the Board deems appropriate. Such terms and conditions of employment of the President & Chief Executive Officer shall be set out in a written employment agreement entered into between the President & Chief Executive Officer and the Corporation.

The Board may delegate to the President & Chief Executive Officer full power to manage and direct the business and affairs of the Corporation and to employ and discharge agents and employees of the Corporation.  Subject to the authority of the Board, the President & Chief Executive Officer shall supervise the day to day operations and administration of the affairs of the Corporation. The President & Chief Executive Officer shall conform to all lawful orders given by the Board and shall at all reasonable times give to the Directors or any of them all information required regarding the affairs of the Corporation. Unless the Board determines otherwise in respect of a particular meeting or part thereof, the President  & Chief Executive Officer shall be entitled to receive notice of and attend all meetings of the Board, but shall not be entitled to vote thereat. The President & Chief Executive Officer shall perform such other duties as may be specified by the Board from time to time.

Vacancy in Office: 

Unless removed in accordance with Section 8.03, an officer shall hold office until the earlier of:

the officer’s successor being appointed;

the officer’s resignation;

such officer ceasing to be a Director (if a necessary qualification of appointment); or

such officer’s death. [s.30]

If the office of any officer of the Corporation shall be or become vacant, the Directors may, by Ordinary Resolution, appoint a person to fill such vacancy. [s.31]

Remuneration of Officers: The remuneration of any officer appointed by the Board shall be determined in accordance with Section 6.12.  [s.32]

Delegation of Duties of Officers: In case of the absence or inability to act of any officer of the Corporation or for any other reason that the Board may deem sufficient, and subject to the Act, the Board may delegate all or any of the powers of any such officer to any other officer or to any Director for the time being. [s.34]


CONFLICT OF INTEREST

[s.38, 39]

Conflict of Interest Policy. The Board shall adopt a Conflict of Interest Policy for Directors and officers of the Corporation, provided that such policy is not inconsistent with the Act or these By-laws.

Disclosure of Interest: A Director or an officer of the Corporation shall, in accordance with the requirements of these By-laws and the Policy described in 9.01 above, disclose to the Corporation, in writing or by requesting to have it entered in the minutes of meetings of Directors or of committees of Directors, 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 Corporation, if the Director or officer

is a party to the contract or transaction;

is a Director or an officer, or an individual acting in a similar capacity, of a party to the contract or transaction; or

has a material interest in a party to the contract or transaction.

Time of Disclosure for Director: The disclosure required by Section 9.02 shall be made, in the case of a Director,

at the meeting at which a proposed contract or transaction is first considered;

if the Director was not, at the time of the meeting referred to in Subsection 9.03(a), interested in the proposed contract or transaction, at the first meeting after the Director becomes so interested;

if the Director becomes interested after a contract or transaction is made, at the first meeting after the Director becomes so interested; or

if an individual who is interested in a contract or transaction later becomes a Director, at the first meeting after the individual becomes a Director.

Time of Disclosure for Officer: The disclosure required by Section 9.02 shall be made, in the case of an officer who is not a Director,

immediately after the officer becomes aware that the contract, transaction, proposed contract or proposed transaction is to be considered or has been considered at a meeting;

if the officer becomes interested after a contract or transaction is made, immediately after the officer becomes so interested; or

if an individual who is interested in a contract or transaction later becomes an officer, immediately after the individual becomes an officer.

Time of Disclosure for Director or Officer: If a material contract or material transaction, whether entered into or proposed, is one that, in the ordinary course of the Corporation’s activities, would not require approval by the Directors or Members, a Director or an officer shall, immediately after they become aware of the contract or transaction, disclose in writing to the Corporation, or request to have entered in the minutes of meetings of Directors or of committees of Directors, the nature and extent of their interest.

Voting: A Director required to make a disclosure under Section 9.02 shall not vote on any resolution to approve the contract or transaction unless the contract or transaction

relates primarily to the Director’s remuneration as a Director, an officer, an employee, an agent or other legal representative of the Corporation or an affiliate;

is for indemnity or insurance under Section 151 of the Act; or

is with an affiliate.

Continuing Disclosure Section: For the purposes of this Article 9, a general notice to the Directors declaring that a Director or an officer is to be regarded as interested, for any of the following reasons, in a contract or transaction made with a party, is a sufficient declaration of interest in relation to the contract or transaction:

the Director or officer is a Director or an officer, or acting in a similar capacity, of a party referred to in Subsection 9.02(b) or 9.02(c);

the Director or officer has a material interest in the party; or

there has been a material change in the nature of the Director’s or the officer’s interest in the party.

Access to Disclosures: The Members of the Corporation may examine the portions of any minutes of meetings of Directors or of committees of Directors that contain disclosures under this Article 9, and of any other documents that contain those disclosures, during the Corporation’s usual business hours.

Avoidance Standards: A contract or transaction for which disclosure is required under Section 9.02 is not invalid, and the Director or officer is not accountable to the Corporation or its Members for any profit realized from the contract or transaction, because of the Director’s or officer’s interest in the contract or transaction or because the Director was present or was counted to determine whether a quorum existed at the meeting of Directors or of the committee of Directors that considered the contract or transaction, if

disclosure of the interest was made in accordance with this Article 9;

the Directors approved the contract or transaction; and

the contract or transaction was reasonable and fair to the Corporation when it was approved.

Confirmation by Members: Even if the conditions of Section 9.09 are not met, a Director or an officer, acting honestly and in good faith, is not accountable to the Corporation or to its Members for any profit realized from a contract or transaction for which disclosure is required under Section 9.02, and the contract or transaction is not invalid by reason only of the interest of the Director or officer in the contract or transaction, if

the contract or transaction is approved or confirmed by Special Resolution at a meeting of the Members;

disclosure of the interest was made to the Members in a manner sufficient to indicate its nature and extent before the contract or transaction was approved or confirmed; and

the contract or transaction was reasonable and fair to the Corporation when it was approved or confirmed.

Application to Court: If a Director or an officer of the Corporation fails to comply with this Article 9, a court may, on the application of the Corporation or any of its Members, set aside or annul the contract or transaction on any terms that it thinks fit, require the Director or officer to account to the Corporation for any profit or gain realized on the contract or transaction or make any other order that the court thinks fit.


PROTECTION OF DIRECTORS, OFFICERS AND OTHERS

[s.36, 37]

 

Indemnification of Directors and Officers: 

The Corporation may indemnify a Director, an officer of the Corporation, a former Director or officer of the Corporation, or another individual who acts or acted at the Corporation’s request as a Director or officer or in a similar capacity of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by such person in respect of any civil, criminal, administrative, or investigative action or other proceeding in which the individual is involved because of that association with the Corporation or other entity if:

the person acted honestly and in good faith with a view to the best interests of the Corporation or, as the case may be, to the best interests of the other entity for which the individual acted as Director or officer or in a similar capacity at the Corporation’s request; and

in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the person had reasonable grounds for believing that the conduct was lawful. 

The Corporation may indemnify such person in all such other matters, actions, proceedings and circumstances as may be permitted by the Act or the law.  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.

Insurance: Subject to the Act, the Corporation may purchase and maintain insurance for the benefit of any person entitled to be indemnified by the Corporation pursuant to Section 10.01 against any liability incurred by the individual in the individual’s capacity as a Director or an officer of the Corporation; or in the individual’s capacity as a Director or officer, or in a similar capacity, of another entity, if the individual acts or acted in that capacity at the Corporation’s request. 


NOTICES

Method of Giving Notices: [s.62, 63, 64, 65]

Any notice (which term includes any communication or document) to be given (which term includes sent, delivered or served), other than notice of a Meeting of Members or a meeting of the Board, 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 auditor shall be sufficiently given:

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 Corporation or in the case of notice to a Director to the latest address as shown in the last notice that was sent by the Corporation to Industry Canada in accordance with Section 128 or 134; or

if mailed to such person at such person’s recorded address by prepaid ordinary or air mail; or

if sent to such person by telephonic, electronic or other communication facility at such person’s recorded address for that purpose; or

if provided in the form of an electronic document in accordance with Part 17 of the Act.

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 Executive Director or his or her delegate may change or cause to be changed the recorded address of any Member, Director, officer, auditor or member of a committee of the Board in accordance with any information believed by such person to be reliable. The declaration by the Chair or his or her delegate 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 Corporation to any notice or other document to be given by the Corporation may be written, stamped, type-written or printed or partly written, stamped, type-written or printed.

Omissions and Errors: The accidental omission to give any notice to any member, Director, officer, member of a committee of the Board or auditor, or the non-receipt of any notice by any such person where the Corporation 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. [s.15, 52]

Waiver of Notice: Any person entitled to notice 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. [s.62]


SPECIAL RESOLUTIONS

[NEW]

Special Resolutions: For greater certainty, a Special Resolution of the Members is required to make any amendment to this By-law or to the Articles for the purpose of:

changing the name of the Corporation;

changing the province in which the Corporation’s registered office is situated;

adding, changing or removing any restriction on the activities that the Corporation may carry on;

creating a new class or group of Members;

changing a condition required for being a Member;

changing the designation of any class or group of Members or adding, changing or removing any rights and conditions of any such class or group;

dividing any class or group of Members into two or more classes or groups and fix the rights and conditions of each class or group;

adding, changing or removing a provision respecting the transfer of a membership;

subject to Section 133 of the Act, increasing or decreasing the minimum and maximum number of Directors fixed by the Articles;

changing the statement of the purpose of the Corporation;

changing the statement concerning the distribution of property remaining on liquidation after the discharge of any liabilities of the Corporation;

changing the manner of giving notice to Members entitled to vote at a Meeting of Members;

changing the method of voting by Members not in attendance at a Meeting of Members; or

adding, changing or removing any other provision that is permitted by the Act to be set out in the Articles.


BY-LAWS AND RULES

By-laws and Effective Date: [s.67]

Subject to Sections 12.01 and 13.01(c) of this By-law, the Board may, by resolution, make, amend or repeal any By-laws that regulate the activities or affairs of the Corporation.  Any such By-law, amendment or repeal shall be effective from the date of the resolution of the Board until the next Meeting of Members where it may be confirmed, rejected or amended by the Members by Ordinary 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.

Notwithstanding Subsection 13.01(a), this By-law shall be effective from the date that the Corporation continues under the Act.

Rules and Regulations: The Board may prescribe such rules and regulations not inconsistent with the By-Laws relating to the management and operation of the Corporation 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 Corporation when they shall be confirmed and in default of confirmation at such annual meeting of Members shall at and from that time cease to have force and effect. [s.66]

 

 ENACTED by the Board on the 10 day of June, 2013.

Chairperson: Larry Gold

President and Chief Executive Officer: Elaine Orrbine 

CONFIRMED by the Members on the 22 day of October, 2013 and to be effective on the date that the Corporation continues under the Act.

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