BY-LAW NO. 1
TABLE OF CONTENTS
BY-LAW NO. 1
A by-law relating generally to the transaction of the business and affairs of
CLINICAL TEACHERS’ ASSOCIATION OF
THE UNIVERSITY OF WESTERN ONTARIO
(hereinafter referred to as the “Corporation”)
DEFINITIONS AND INTERPRETATION
||Definitions. In this By-law, unless the context otherwise requires, the words and phrases set out below shall have the following meanings:
- “Act” means the Canada Not-For-Profit Corporations Act S.C. 2009, c.23, as from time to time amended, and including the regulations promulgated thereunder, all as may be amended, revised, supplemented or otherwise modified 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;
- “By-laws” shall mean this By-law No. 1 and all other by-laws of the Corporation in effect from time to time;
- “Director” or “Directors” shall mean any one or more individuals, respectively, who from time to time have been duly elected or appointed to serve on the Board;
- “Member” or “Members” shall mean any one or more persons, respectively, who have been admitted to membership in the Corporation by the Board in accordance with the By-laws;
- “Officer” or “Officers” shall mean any one or more persons, respectively, who have been appointed as officers of the Corporation in accordance with the By-laws;
- “ordinary resolution” means a resolution passed by a majority of not less than 50% plus one of the votes cast on that resolution;
- “person” shall mean an individual, a corporation, a partnership, a trust, an unincorporated organization, association or club, the government of a country or any political subdivision thereof, or any agency or department of any such government, and the executors, administrators or other legal representatives of an individual in such capacity; and
- “special resolution” means a resolution passed by means a resolution passed by not less than two-thirds (2/3) of the votes cast on that resolution.
||Other Definitions. Other capitalized terms used herein are defined in the context in which they appear and shall have the meanings there indicated.
||Interpretation. The By-laws shall, unless the context otherwise requires, be construed and interpreted in accordance with the following principles:
- Words importing the singular number or the masculine gender shall include the plural number or the feminine gender, as the case may be, and vice versa. Whenever the terms “include”, “includes” or “including” are found in this By-law, they shall be deemed to be followed by the words “without limitation”.
- Headings used in the By-laws are inserted for reference purposes only and are not to be considered in construing the terms and provisions thereof or to be deemed in any way to clarify, modify or explain the effect of such terms or provisions.
- To the extent of any conflict between the provisions of the By-laws and the provisions of either the Act or the Articles, the applicable provisions of the Act or the Articles shall govern.
- The invalidity or unenforceability of any one or more provisions of the By-laws shall not affect the validity or enforceability of the remaining provisions of the By-laws.
BUSINESS OF THE CORPORATION
||Repeal of Previous By-laws. This By-law supersedes and replaces By-law No. 1 (the “Repealed By-law”), established and adopted by the Corporation on January 19, 2006, and the Repealed By-law is hereby repealed. Such repeal shall not affect the previous operation of the Repealed By-law or affect the validity of any act done or right, privilege, obligation or liability acquired or incurred under, or the validity of any contract or agreement made pursuant to the Repealed By-law prior to its repeal. All Officers and persons acting under the Repealed By-law shall continue to act as if appointed under the provisions of this By-law and all resolutions of Members or the Board with continuing effect passed under the Repealed By-law shall continue to be good and valid except to the extent inconsistent with this By-law.
||Corporate Seal. The Corporation may, but is not required to, have a corporate seal in the form approved from time to time by the Board. If a corporate seal is approved by the Board, the Secretary shall be the custodian of the corporate seal.
||Head Office. Until changed by ordinary resolution of the Board, the head office of the Corporation shall be located within the City of London, in the Province of Ontario and at such location therein as the Board may from time to time determine.
||Books and Records. The Board shall see that all necessary books and records of the Corporation required by the By-laws or by any applicable statute or law are regularly and properly kept.
||Financial Year. Unless otherwise ordered by the Board, the financial year end of the Corporation shall be April 30.
BOARD OF DIRECTORS
||Number of Directors.
- The Board shall consist of the number of Directors specified in the Articles. If the Articles provide for a minimum and maximum number of Directors, the Board shall be composed of the fixed number of Directors as determined from time to time by the Members by ordinary resolution or, if the ordinary resolution empowers the Directors to determine the number, by ordinary resolution of the Board.
- For so long as the Corporation is a “soliciting corporation” (as that term is defined in the Act), at least two (2) Directors shall not be Officers or employees of the Corporation or its affiliates.
||Composition of Board.
Unless otherwise approved by special resolution of the Members, there shall not be more than two (2) Directors from any one department of the Schulich School of Medicine & Dentistry, Western University. In the event that more than one (1) Director is elected from the same department, then only the one (1) Director who obtained the highest number of votes shall serve as a Director.
All Directors must: (i) be Members in good standing; (ii) be individual persons aged 18 years of age or older; (iii) not be a person who has the status of a bankrupt; and (iv) not be a person who has been declared incapable by a court in Canada or in another jurisdiction.
||Election of Directors.
Members shall, by ordinary resolution at each annual meeting at which an election of Directors is required to fill any vacancy on the Board, elect Directors to hold office for terms of two (2) years, or such other terms as may be proposed by the Board, provided that such other terms do not exceed the maximum period permitted under the Act.
||Nomination and Election Procedure.
- Approximately four (4) months prior to each annual meeting of Members, a nomination committee (the “Nomination Committee”) shall be appointed annually by the Board. The Nomination Committee shall determine the number of Directors to be elected at the next annual meeting of Members in order to comply with the composition of the Board set out in Section 3.1 and Section 3.2 above. The Nomination Committee will then issue a call for nominations for each available Director position not less than ninety (90) days prior to the annual meeting of Members. The period for nominations by Members and the nominations process by Members will close on the 30th day prior to the annual meeting of Members (the “Close of Nominations”).
- After the Close of Nominations, the Nomination Committee shall compile a list of nominees for additional Directors required to complete the number of Directors comprising the Board from time to time. The Nomination Committee shall prepare ballots identifying all nominees from the Members, and submit ballots to each Member at least sixty (60) days prior to the annual meeting of Members.
- Members shall return their ballots to the Corporation not less than twenty (20) days prior to the annual meeting of Members. Each Member shall have one (1) vote for each of the available Director positions.
- The Secretary shall, no fewer than twenty (20) days prior to the annual meeting of Members, appoint three (3) scrutineers who shall be neither Directors nor candidates for election to the Board, who shall tabulate the ballots received from the Members. Directors will be declared elected on the basis of a plurality of votes cast by the Members, as verified by the scrutineers, and the results of the ballot shall be submitted to the Members not less than fifteen (15) days prior to the annual meeting of Members. The Members shall then confirm the election of the Directors at the annual meeting by confirming the the results of the ballot voting.
- No election or appointment of a person as a Director shall be effective unless such person consents in writing to act as a Director within ten (10) days of being so elected or appointed.
||Term of Office.
- A person may serve as a Director for a maximum of two (2) consecutive terms of three (3) years each. No person shall be elected as a Director for more terms than will exceed six (6) consecutive years of service, except by special resolution of the Members. Following a break in continuous service of a least one (1) year, an individual may be re-elected as a Director.
- It is not necessary that all Directors elected at a meeting of Members hold office for the same term. The Board may seek staggered term limits for Directors such that not more than fifty (50%) percent of the Directors leave office at any one annual general meeting. This may include designation of the terms of certain positions open for election for a duration of two (2) or four (4) years instead of three (3) years, in order to balance the level of experience among Directors.
The Directors may appoint one or more additional Directors who shall hold office for a term expiring not later than the date of the next annual general meeting of Members, but the total number of Directors so appointed may not exceed one third of the number of directors elected at the previous annual meeting of members.
||Responsibilities of Directors.
Each Director shall adhere to any rule, regulation or policy as prescribed by the Board concerning the principles of governance of the Corporation, a Director’s conduct or standard of care in exercising his powers and in discharging his duties as Director. A Director may be asked to sign an undertaking to adhere to such rule, regulation or policy prior to the commencement of his term of office as Director and the Director’s undertaking (if applicable) shall be deemed to be his agreement as to the content of such rule, regulation or policy. Each Director shall act in the best interests of the general membership of the Corporation.
||Ceasing to Hold Office.
A Director automatically ceases to hold office when:
- the Director resigns by delivering a resignation to the Corporation, which resignation shall be effective at the time it is received by the Secretary or at the time specified in the resignation, whichever is later;
- the Director becomes disqualified in accordance with Section 3.3;
- the Director is convicted of an indictable offence;
- the Director is removed in accordance with Section 3.10; or
- the Director dies.
||Removal of Directors.
The Members may by special resolution remove any Director or Directors from office by reason of the following:
- the Director misses two (2) consecutive meetings of the Board without the prior leave of the Board; or
- for any other reason that the Board in its sole and absolute discretion considers to be reasonable, having regard to the purpose and mission of the Corporation.
||Vacancies on the Board.
Any vacancy occurring by a Director elected by the Members may be filled for the remainder of the term by the remaining Directors then in office, if they shall see fit to do so, so long as there is a quorum of Directors in office, otherwise such vacancy shall be filled at the next annual meeting of Members at which the Directors for the ensuing term are elected, but 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. If the number of Directors is increased between the terms, a vacancy or vacancies, to the number of authorized increase, shall thereby be deemed to have occurred, which may be filled in the manner above provided.
||Meetings of the Board.
Meetings of the Board may be held at any time and place, within Ontario, provided that written notice of such meeting shall be given to each Director not less than seven (7) days (and not less than 48 hours if the matter is urgent in the opinion of the President or any two Directors, and not less than 14 days if sent by mail) before the date of the meeting. A meeting of the Board may be convened by the President or any two Directors at any time, and the Secretary by direction of the President or any two directors shall convene a meeting of the Board. There shall be at least one (1) meeting per year of the Board. No error or omission in giving notice of any meeting of the Board or any adjourned meeting of the Board shall invalidate such meeting or make void any proceedings taken thereat, and any Director may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. Each Director is authorized to exercise one (1) vote on any vote taken at any meeting of the Board. Meetings conducted in whole or in part by telephonic or electronic means shall be deemed to be held at the Corporation’s head office or the location of the meeting at which Directors attending in person are present, respectively.
A majority of the number of Directors in office shall constitute a quorum at any meeting of the Board.
Each Director shall be entitled to exercise one (1) vote at each meeting of the Board on each issue which properly comes before the Board. Except as expressly provided herein and unless otherwise expressly provided by the Act, at all meetings of the Board, every question shall be determined by ordinary resolution. A declaration by the chairperson of the meeting that an ordinary resolution has been carried and an entry to that effect in the meeting minutes shall be prima facie proof of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. In the event of an equality of votes, the chair of the meeting has a second or casting vote.
||Minutes of Meetings of the Board.
The minutes of the meetings of the Board shall be available to the Board and to the Members, each of whom shall receive a copy of such minutes if the Director or Member so requests of the Secretary. Notwithstanding the foregoing, matters that the Corporation is prohibited by law or contract from disclosing or such other matters that the Board determines, in good faith, are not appropriate for distribution, which may include, without limitation, personnel or employment matters and legal matters, shall not be distributed to Members under this Section.
||Participation by Telephone or Other Electronic Means.
If a majority of the Directors present at a meeting of Directors or any committee of Directors consent thereto, generally or in respect of a particular meeting, and all Board members have equal access, a Director may participate in a meeting of the Board by means of such conference telephone or other electronic means as permit all persons participating in the meeting to communicate with one another, and a Director participating in such a meeting by such means is deemed to be present at the meeting. The Secretary shall ensure each particular meeting is handled in a secure fashion. Quorum shall be established by the chairperson at the beginning of each particular meeting by verbal roll call, where appropriate, or by such other reasonable measures as determined by the chairperson to accurately confirm attendance by the Directors at the meeting. Each vote cast by a Director participating by telephone or other electronic means shall be recorded in the minutes of the meeting. Voting at such meeting shall be by poll of the participants signifying verbally or by telephonic or electronic means of communication their assent or dissent on the matter before the Board for approval.
||Written Resolutions in Lieu of Meeting.
Any resolution signed by all the Directors entitled to vote thereon is as valid and effective as if passed at a meeting of the Board duly called, constituted and held for that purpose.
||Remuneration and Expenses.
The Directors may receive such remuneration as the Board may establish from time to time and which the Members approve at a meeting of the Members, including without limitation, being compensated for reasonable expenses incurred by a Director in the performance of his duties, and reasonable costs and expenses incurred by a Director in attending the meetings of the Board. Nothing herein contained shall be construed to preclude any Director from serving the Corporation as an Officer or in any other capacity and receiving compensation therefor.
The Board may, on behalf of the Corporation appoint such agents, attorneys, consultants and professional advisors and engage such employees as it shall deem necessary from time to time and such persons shall have such authority and shall perform such duties as shall be prescribed by the Board. The Board may delegate this function to an Officer or Officers or a committee of the Board.
||Remuneration of Officers, etc..
A reasonable remuneration for all Officers, agents, consultants, professional advisors and employees and committee members shall be fixed by the Board and the Board may delegate this function to an Officer or Officers or a committee of the Board.
POWERS AND RESPONSIBILITIES OF THE BOARD
||Action by the Board. The Board shall manage the business and affairs of the Corporation and may exercise all such powers and do all such other acts and things as the Corporation is by its Articles, the By-laws or otherwise authorized to exercise and do. The Board shall administer the affairs of the Corporation in all things and may make or cause to be made for the Corporation, in its name, any kind of contract which the Corporation may lawfully enter into.
||Expenditures. The Board shall have power to authorize expenditures on behalf of the Corporation from time to time and may delegate the foregoing matters to an Officer or Officers or a committee of the Board. The Board shall have the power to enter into, on behalf of the Corporation, a trust arrangement with a trust company for the purpose of creating a trust fund in which the capital and interest may be made available for the benefit of promoting the interest of the Corporation in accordance with such terms as the Board may prescribe. The banking business of the Corporation, including, without limitation, the borrowing of money and giving of security therefor, shall be transacted with such banks, trust companies or other bodies corporate or organizations as may from time to time be designated by or under the authority of the Board.
||Fundraising. 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 objects of the Corporation.
||Rules and Regulations. The Board may prescribe and publish such rules and regulations, not inconsistent with the By-laws or the Act, governing internal matters relating to the management and operation of the Corporation as the Board deems expedient.
||Committees of the Board. In addition to the Nomination Committee, the Board may from time to time appoint one or more other committees and delegate to such committees any of the powers of the Board, subject to the terms of reference imposed from time to time by the Board. The members of any such committee will hold their offices at the will of the Board. The duties and terms of reference of such committees shall be determined by the Board.
||Advisory Committees. The Board may from time to time appoint and create advisory committees of Members and non-Members and Directors and non-Directors that will report to the Board. The Board may also appoint non-public or anonymous committees to report to it. The duties and terms of reference of such committees shall be determined by the Board.
||Appointment. The Board may designate the offices of the Corporation, appoint Officers at the end of a term of three (3) years or more frequent basis, specify their duties and, subject to the Act, delegate to such Officers the power to manage the affairs of the Corporation. A Director may be appointed to any office of the Corporation. An Officer may, but need not be, a Director. Two or more offices may not be held by the same person.
||Description of Offices.
Unless otherwise specified by the Board (which may, subject to the Act, modify, restrict or supplement such duties and powers), the offices of the Corporation, if designated and if Officers are appointed, shall have the following duties and powers associated with the positions:
- a president (the “President”) shall be the chief executive officer of the Corporation and shall be responsible for the general and active management of the affairs of the Corporation. The President shall chair all meetings of the Corporation and of the Board. The President shall have such other powers and duties as the Board may specify. The President shall see that all orders and resolutions of the Board are carried into effect. During the absence or disability of the President, the President’s duties shall be performed, and powers exercised, by the Vice-President;
- a vice-president (the “Vice-President”) shall, in the absence or disability of the President or the Secretary, perform the duties and exercise the powers of the President or Secretary, and shall have such other powers and duties as the Board may specify; and
- a secretary-treasurer (the “Secretary”) shall (i) attend all meetings and act as clerk thereof and shall ensure accurate record keeping of all proceedings by the Executive Director or other person as decided by the Board of Directors; and (ii) oversee the custody of the funds and securities of the Corporation and ensure that full and accurate accounts of all assets, liabilities, receipts and disbursements of the Corporation are kept. The Secretary shall, in the absence or disability of the Vice-President, perform the duties and exercise the powers of the Vice-President and shall have such other powers and duties as the Board may specify from time to time.
||Term; Vacancy in Office.
- In the absence of a written agreement to the contrary, the Board may remove, whether for cause or without cause, any Officer of the Corporation. Unless so removed, an Officer shall hold office until the earlier of:
- the Officer’s successor being appointed;
- the Officer’s resignation;
- the Officer ceasing to be a Director (if a necessary qualification of appointment);
- the Officer’s death.
- If any office of the Corporation shall be or become vacant, the Board may, by ordinary resolution, appoint a person to fill such vacancy.
All Officers must:
- (i) be Members in good standing;
- (ii) be individual persons aged 18 years of age or older;
- (iii) not be a person who has the status of a bankrupt; and
- (iv) not be a person who has been declared incapable by a court in Canada or in another jurisdiction.
To be eligible to elected President, the delegate must have served a minimum of two (2) terms as a director or one term as Vice-President.
To be eligible to elected Vice-President, the delegate must have served a minimum of one (1) term as a director.
To be eligible to elected Secretary-Treasurer the delegate must have served a minimum of one (1) year as a director.
If no qualified Members are able to fill an officer position where a vacancy exists, the Directors may, by special resolution, nominate a Director for an officer position as deemed appropriate.
EXECUTION OF DOCUMENTS
||Execution of Documents.
All contracts, documents or any other instruments requiring the signature of the Corporation shall be signed by any two (2) Directors, and all contracts, documents and instruments in writing so signed shall be binding upon the Corporation without any further authorization or formality. The Board shall have power from time to time by resolution to appoint an Officer or Officers on behalf of the Corporation to sign specific contracts, documents and instruments. The Board may authorize the Corporation to grant a power of attorney to any registered dealer in securities for the purposes of the transferring of and dealing with any stocks, bonds and other securities of the Corporation. The seal of the Corporation, when required, may be affixed to contracts, documents and instruments in writing signed as aforesaid or by any Officer or Officers appointed by resolution of the Board.
||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 Corporation, and in such manner as the Board may from time to time designate by ordinary resolution.
INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS
||Limitation of Liability.
Every Director and Officer, in exercising the powers and discharging the duties of a Director or Officer, shall act honestly and in good faith with a view to the best interests of the Corporation and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Subject to the foregoing, no Director or Officer shall be liable for the acts, receipts, negligence or defaults of any other Director, Officer or employee, or for joining in any receipt or other act for conformity, or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired for or on behalf of the Corporation, or for the insufficiency or deficiency of any security in or upon which any of the moneys of the Corporation shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious acts of any person with whom any of the moneys, securities or effects of the Corporation shall be deposited, or for any loss occasioned by any error of judgment or oversight on the part of the Director or Officer, or for any other loss, damage or misfortune which shall happen in the execution of the duties of such office or in relation thereto; provided that nothing herein shall relieve any Director or Officer from the duty to act in accordance with the Act and the regulations thereunder or from liability for any breach thereof.
Subject to the Act, every Director or Officer (or former Director or Officer) of the Corporation or other person who acts or has acted at the Corporation’s request as a director or officer of a corporation of which the Corporation is or was a shareholder or creditor, and his heirs, executors and administrators, and estate and effects, respectively, shall from time to time and at all times be indemnified and saved harmless out of the funds of the Corporation from and against:
- all costs, charges and expenses which such Director, Officer or other person sustains or incurs in or about any action, suit or proceeding which is brought, commenced or prosecuted against such Director, Officer or other person, or in respect of any act, deed, matter or thing whatsoever, made, done or permitted by such Director, Officer or other person, in or about the execution of the duties of such Director’s, Officer’s or other person’s office or in respect of any such liability; and
- all other costs, charges and expenses which a Director, Officer or other person sustains or incurs in or about or in relation to the affairs of the Corporation or such other corporation; except such costs, charges or expenses as are occasioned by such Director’s, Officer’s or other person’s own wilful neglect or default.
||Classes of Membership.
- Subject to the Articles, there shall be one (1) class of Members in the Corporation. Membership in the Corporation shall be available only to persons interested in furthering the Corporation’s purposes and who have applied for and been accepted into membership in the Corporation by resolution of the Board or in such other manner as may be determined by the Board. Each Member shall be entitled to receive notice of, attend and vote at all meetings of the members of the Corporation.
- Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution is required to make any amendments to this section of this By-law if those amendments affect membership rights and/or conditions described in paragraphs 197(1)(e), (h), (l) or (m) of the Act.
||Application for Membership. Applications by prospective Members shall be submitted in writing to the Secretary for consideration by the Board. The Board may approve the admission of such prospective Members. The Secretary shall promptly inform the applicant of the Board’s decision in writing. In the event an application is rejected, the reasons for the rejection will be included in the notice given by the Secretary.
||Conditions of Membership.
- Membership in the Corporation is a privilege which shall be limited to medical doctors who:
- hold faculty appointments within the Schulich School of Medicine & Dentistry, Western University;
- hold privileges in a hospital or clinical facility affiliated with Western University;
- apply for membership in the Corporation or have otherwise consented to becoming a Member;
- have paid annual membership dues, if any; and
- are otherwise qualified for membership under the Act.
- As long as it does not conflict with the above qualifications, the Board may also pass membership rules, providing, amongst other things, for the admission of Members (who meet the above qualifications) by the Secretary. Each Member shall be promptly informed by the Secretary of their admission as a Member. There shall be maintained at the head office of the Corporation, a list of Members in good standing.
||Discipline of Members.
- The Board shall have authority to suspend all or any of the membership privileges of any Member or expel any Member from the Corporation for any one or more of the following grounds:
- violating any provision of the Articles, By-laws, contractual obligations or written policies of the Corporation;
- carrying out any conduct which may be detrimental to the Corporation as determined by the Board in its sole discretion; or
- for any other reason that the Board in its sole and absolute discretion considers to be reasonable, having regard to the purpose of the Corporation.
- In the event that the Board determines that a Member should be expelled or suspended from membership in the Corporation, the President, or such other Officer as may be designated by the Board, shall provide 20 days prior notice of suspension or expulsion to the Member and shall provide reasons for the proposed suspension or expulsion. The Member may make written submissions to the President, or such other officer as may be designated by the Board, in response to the notice received within such 20 day period. In the event that no written submissions are received by the President, the President, or such other officer as may be designated by the Board, may proceed to notify the Member that the Member is suspended or expelled from membership in the Corporation. If written submissions are received in accordance with this Section, the Board will consider such submissions in arriving at a final decision and shall notify the Member concerning such final decision within a further 20 days from the date of receipt of the submissions. The Board’s decision shall be final and binding on the Member, without any further right of appeal.
- Such termination of membership shall not prejudice the Member’s right to apply for re-admission.
- Membership of any Director of the Corporation shall not be terminated unless such Director has first been removed as a Director of the Corporation pursuant to Section 3.9 of these By-laws.
||Termination of Membership.
Membership in the Corporation is terminated when:
- the Member dies or resigns;
- the Member is expelled pursuant to the procedures described under Section 9.4;
- the term of membership has expired without renewal; or
- the Corporation is liquidated and dissolved under the Act
Any Member may withdraw from the Corporation by written notice to the Corporation, and the Member’s withdrawal shall be effective at the time it is received by the Secretary or at the time specified in the Member’s written notice, whichever is later. If a Member resigns or the Member’s membership is otherwise terminated in accordance with these By-laws, the Corporation no longer represents the interests of such a Member and does not act on behalf of such a Member.
Notwithstanding a resignation or termination, a Member shall remain liable for payment of any outstanding membership dues levied or which became payable by the Member prior to such person’s resignation or termination.
||Membership Not Transferable.
The interest of a Member in the Corporation is personal to the Member and is not transferable or assignable, directly or indirectly, in whole or in part, in any manner whatsoever except to the Corporation. Any attempt to transfer or assign any membership interest in the Corporation in whole or in part, directly or indirectly, including by way of sale, assignment, transfer, merger, amalgamation, arrangement, reorganization, dissolution, liquidation, winding-up, continuance, change of control or other similar process whether pursuant to statutory or judicial or common law processes, shall be void and shall result in automatic termination of membership.
- The Board may, by resolution, from time to time set membership dues.
- Membership in the Corporation will terminate on the date which is four (4) months after the date for payment of annual membership dues (if any), unless the dues have been paid.
- Membership will be re-instated upon payment of all arrears of membership dues.
MEETINGS OF MEMBERS
Subject to compliance with section 159 (Place of Members’ Meetings) of the Act, the annual and any special meeting of Members shall be held at any location within Canada that the Board may determine or, if all of the Members entitled to vote at such meeting so agree, outside of Canada.
The Board may at any time call a special meeting of Members in accordance with section 167 (Requisition of Meeting) of the Act, on written requisition of Members carrying not less than 5% of the voting rights. If no such meeting is called within twenty-one (21) days of receiving the requisition, any Member who signed the requisition may call the meeting.
Unless a greater number of Members are required by the Act to be present, a quorum at any meeting of the Members shall be not less than a majority of the Members. No business shall be transacted at any meeting of the Members unless the requisite quorum is present at the time of the transaction of such business.
||Chairperson of the Meeting.
In the event that the President is absent, the Members shall choose a 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 Members shall choose one of their own to be the chairperson of the meeting.
- Notice of the time and place of a meeting of Members shall be given to each Member entitled to vote at the meeting 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. If a Member requests that the notice be given by non-electronic means, the notice will be sent by mail, courier or personal delivery.
- Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the Members is required to make any amendment to the By-Laws of the Corporation to change the manner of giving notice to members entitled to vote at a meeting of Members.
- Notice of any meeting shall contain sufficient information to permit the Members to form a reasoned judgment on any matter to be considered at such meeting. No error or omission in giving notice of any meeting of Members or any adjourned meeting of Members, shall invalidate such meeting or make void any proceedings taken thereat and the Members may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. The statutory declaration of the President or the Secretary that notice has been given shall be sufficient and conclusive evidence of the giving of such notice.
- Except as expressly provided herein and in the Articles and unless otherwise expressly provided by the Act, at all meetings of the Members, every question shall be determined by ordinary resolution at the meeting.
- Each Member having voting rights shall be entitled to cast one (1) vote on each matter which comes before the Members at each meeting of Members and the chairperson at any meeting of the Members shall not be entitled to a second, extra or casting vote in the case of a tie vote at any such meeting.
- Every question shall be decided in the first instance by a show of hands, or by any other accessible means declared by the chairperson prior to such decision which enables the full participation of all the Members, unless a poll be demanded by any Member. A declaration by the chairperson of the meeting that a resolution has been carried and an entry to that effect in the minutes shall be prima facie proof of the fact without proof of the number or proportion of the votes recorded in favour or against such resolution.
- Pursuant to section 171(1) (Absentee Voting) of the Act, a Member entitled to vote at a meeting of Members may vote by mailed-in ballot or by means of a telephonic, electronic or other communication facility if 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.
- Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the Members is required to make any amendment to the By-Laws of the Corporation to change this method of voting by Members not in attendance at a meeting of Members.
- Any Member with a right to vote at a meeting of Members may, by means of a written or printed form of proxy that complies with the Act, appoint a proxyholder or proxyholders and one or more alternate proxyholders, who shall be an accredited delegate of another Member with a right to vote at such meeting and on such issue, to attend and act at such meeting of the Members in the manner and to the extent authorized by the proxy and with the authority conferred by the proxy. No individual shall be authorized, whether by accreditation or proxy, to represent more than two (2) Members with a right to vote at such meeting and on such issue.
- The Board 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 as aforesaid, in the chairperson’s discretion, accept electronic or written communication as to the authority of any person claiming to vote on behalf of and to represent a Member notwithstanding that no proxy conferring such authority has been lodged with the Corporation, 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.
||Annual Financial Statements.
The Corporation shall send to the Members a copy of the annual financial statements and other documents referred to in subsection 172(1) (Annual Financial Statements) of the Act or a copy of a publication of the Corporation reproducing the information contained in the documents. Instead of sending the documents, the Corporation may send a summary to each Member along with a notice informing the Member of the procedure for obtaining a copy of the documents themselves free of charge. The Corporation is not required to send the documents or a summary to a Member who, in writing, declines to receive such documents.
||Written Resolutions in Lieu of Meeting.
Any resolution signed by all the Members entitled to vote thereon is as valid and effective as if passed at a meeting of the Members duly called, constituted and held for that purpose.
||Participation by Teleconference or other Electronic Means.
Subject to the availability of telephonic, electronic or other communication facilities that permit all persons participating to communicate adequately with one another during a meeting of the Members, any person entitled to attend such meeting may participate in the meeting by means of such telephonic, electronic or other communication facility in the manner provided by the Act. All persons participating in a meeting by such means are deemed to be present at the meeting. The chairperson of the meeting shall ensure each particular meeting is handled in a secure fashion. Quorum shall be established by the chairperson at the beginning of each particular meeting by verbal roll call, where appropriate, or by such other reasonable measures as determined by the chairperson to accurately confirm attendance of the Members at the meeting. Each vote cast by a Member participating by telephone or other electronic means shall be recorded in the minutes of the meeting.
The Members shall at each annual general meeting of Members appoint an auditor to hold office until the termination of the next annual general meeting and to audit the accounts of the Corporation for report to the Members at the next annual general meeting. The auditor shall hold office until the next annual general meeting of Members provided that the Board may fill any casual vacancy in the office of auditor. The remuneration of the auditor shall be fixed by the Board.
The Members may, by special resolution passed by the Members present in person or by proxy at a meeting of Members for which notice specifying the intention to pass such resolution was given, may remove any auditor of the Corporation before the expiration of such auditor’s term of office and shall, by a majority of the votes cast at such meeting, appoint another auditor in such auditor’s place for the remainder of such auditor’s term.
RULES OF ORDER
||Rules of Order.
The meetings of the Board and of the Members shall be conducted, subject always to the By-laws, in accordance with Wainberg’s Society Meetings Including Rules of Order, unless following such rules of order is, in the discretion of the chair of the meeting, impractical given the requirements of the By-laws. Procedural questions will be addressed by the Secretary of the Corporation.
AMENDMENT OF BY-LAW
- Subject to the Articles, the Board may, by ordinary 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 Directors until the next meeting of the 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.
- This Section does not apply to a By-Law that requires a special resolution of the Members according to subsection 197(1) (Fundamental Change) of the Act because such By-Law amendments or repeals are only effective when confirmed by members.
||Method of Giving Notices.
Any notice or other document to be given or sent by the Corporation to any Member or Director or the public accountant of the Corporation shall be delivered personally or sent by prepaid mail, courier, fax, electronic mail or other electronic means capable of producing a written copy addressed to:
- such Member at such Member’s latest address as shown on the records of the Corporation;
- such Director at such Director’s latest address as shown in the records of the Corporation or in the last notice filed under Section 128 or 134 of the Act; and
- the public accountant of the Corporation at the public accountant’s latest address known to the Corporation.
With respect to every notice or other document sent by prepaid mail, it shall be sufficient to prove that the envelope or wrapper containing the notice or other document was properly addressed and put into a post office or into a post office letter box.
||Delivery of Documents.
For the purposes of these By-laws, any document or notice may be sent to the Members or the Directors by electronic means, such as electronic mail or facsimile or by mail or courier in such a manner as to permit the Members or the Directors to communicate adequately.
||Signatures to Notices.
The signature of any Director or Officer of the Corporation to any notice may be written, printed or otherwise mechanically reproduced.
||Computation of Time.
Where notice is required to be given under any provisions of the Articles or By-laws, or any time period or time limit for the doing of any other act is prescribed by the Articles or By-laws, the notice period or such other time period or time limit shall be determined in accordance with sections 26 to 30, inclusive, of the Interpretation Act (Canada), R.S.C. 1985, c. I-21, unless otherwise expressly provided in the Articles or the By-laws.
||Omissions of Notice.
The accidental error or omission to give any notice to any Member, Director, Officer or auditor or the non-receipt of any notice by any person, or any error in any notice not affecting the substance thereof, shall not invalidate any action taken at any meeting held pursuant to such notice or otherwise founded thereon.
||Waiver of Notice.
Any Member, Director, Officer or auditor may waive any notice required to be given under any provision of the Act, the Articles, the By-laws or otherwise, and such waiver, whether given before or after the meeting or other event of which notice is required to be given, shall cure any default in giving such notice.
These By-laws shall come into force when confirmed by the Members in accordance with the Act.