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BY-LAWS

TABLE OF CONTENTS

  1. Section 1 – General
  2. Section 2 – Membership
  3. Section 3 – Membership Dues, Termination and Discipline
  4. Section 4 – Meetings of Members
  5. Section 5 – Directors and Meetings of Directors
  6. Section 6 – Officers
  7. Section 7 – Notices
  8. Section 8 – Dispute Resolution
  9. Section 9 – Effective Date

Section 1 – General

1.01 Definitions

  1. “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.
  2. “Articles” means the original or restated articles of incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement, or revival of the Corporation.
  3. “By-law” means this by-law and any other by-law of the Corporation as amended and which are, from time to time, in force and effect.
  4. “Meeting of members” includes an annual meeting of members or a special meeting of all members entitled to vote at an annual meeting of members.
  5. “Ordinary resolution” means a resolution passed by a majority of not less than 50% plus 1 of the votes cast on that resolution.
  6. “Special resolution” means a resolution passed by a majority of not less than two-thirds of the votes cast on that resolution.
  7. “Working board” means the Board of Directors of the Corporation, which also acts as Management and Executive Directors, and „director” means a member of the board.
  8. “Officer” means an individual appointed as an officer under section 142 of the act, the chairperson of the board of directors, the president, a vice-president, the secretary, the treasurer, or any other individual who performs functions for a corporation like those usually performed by an individual occupying any of those offices.
  9. “Proposal” means a proposal submitted by a member of the Corporation that meets the requirements of section 163 (Member Proposals) of the Act.
  10. “Regulations” means the regulations made under the Act, as amended, restated, or in effect from time to time.

1.02 Interpretation

In the interpretation of this by-law, words in the singular include the plural and vice-versa, words in one gender include all genders, and „person” includes an individual, body corporate, partnership, trust, and unincorporated organization.

Other than as specified above, words and expressions defined in the Act have the same meanings when used in these by-laws.

1.03 Corporate Seal

The Corporation may have a corporate seal in the form approved from time to time by the board. If the board adopts a corporate seal, the secretary of the Corporation shall be the custodian of the corporate seal.

1.04 Execution of Documents

Deeds, transfers, assignments, contracts, cheques, obligations, and other instruments in writing requiring execution by the Corporation may be signed by any two (2) of its officers or directors. In addition, the board may, 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 (if any) to the document. Any signing officer may certify a copy of any instrument, resolution, by-law, or other document of the Corporation to be a true copy thereof.

1.05 Financial Year

The Corporation's financial year-end shall be December 31 each year.

1.06 Banking Arrangements

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 of directors 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 of directors may by resolution from time to time designate, direct, or authorize. All funds of the corporation shall be dealt with in the corporation's name and managed by the Treasurer. At least two Executive officers, one of whom must be the Treasurer or the President, shall have signing authority.

1.07 Borrowing Powers

The directors of the Corporation may maintain a line of credit or take a short-term loan on the credit of the Corporation, after informing the members of the directors' intentions, and if none of the members object in writing within 7 days from the time the information is obtained. The total amount of the debt should be limited to the Corporation's annual budget.

1.08 Annual Financial Statements

The Corporation may, instead of sending copies of the annual financial statements and other documents referred to in subsection 172(1) (Annual Financial Statements) of the Act to the members, publish a notice to its members stating that the annual financial statements and documents provided in subsection 172(1) are available at the registered office of the Corporation. Any member may, on request, obtain a copy free of charge at the registered office, by prepaid mail, or by electronic means.

Section 2 – Memberships

2.01 Membership Conditions

Subject to the articles, there shall be one class of members in the Corporation. Membership in the Corporation shall be available only to individuals 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 of directors of the Corporation.

The corporation may establish branches in localities other than Ottawa. Branches may have independent financial and organizational status, By-Laws, and become incorporated as separate legal entities while maintaining their affiliation with the Corporation or may be fully integrated with the Corporation.

Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendments to this section of the by-laws if those amendments affect membership rights and/or conditions described in paragraphs 197(1)(e), (h), (l), or (m).

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

2.02 Members Meetings

  1. Annual members meeting. Pursuant to subsection 160(1) of the Act, the directors of the corporation shall call an annual meeting of members:
    • not later than 12 months after the corporation comes into existence; and
    • Subsequently, not later than 4 months after the end of the corporation's preceding financial year.
  2. The board of directors' special meeting. The directors of the corporation may, at any time, call a special meeting of members.
  3. Members calling a members’ meeting. The board of directors shall call a special meeting of members in accordance with Section 167 of the Act upon the written requisition of members carrying not less than 10% of the voting rights. If the directors do not call a meeting within twenty-one (21) days of receiving the requisition, any member who signed the requisition may call the meeting.

2.03 Notice of Members 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 telephone, electronic or other communication facility, during a period of 14 to 21 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.

2.04 Absentee Voting at Members’ Meetings

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

  1. The presence at the meeting of a proxy who is not a member is approved by the chair of the meeting.
  2. 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.
  3. A proxy holder, if approved by the chair of the meeting, has the rights as specified by the chair, which may include 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 proxy holder has conflicting instructions from more than one member, to vote at the meeting by way of a show of hands.
  4. The absent member may send the authorization to vote via email with a copy to the board secretary. No signature is required on such approval.

Pursuant to Section 197(1) of the Act, a special resolution of the members is required to make any amendment to the articles or by-laws of the Corporation to change this method of voting by members who are not in attendance at a meeting of members.

Section 3 – Memberships – Dues, Termination and Discipline

3.01 Membership Dues

Members shall be notified in writing of the membership dues at any time payable by them and, if any are not paid within three (3) calendar months of the membership renewal date, the members in default may cease to be members of the Corporation on the decision of the board.

3.02 Termination of Membership

Membership in the Corporation is terminated when:

  1. The member dies or resigns by delivering a written resignation in the form of a letter or by electronic means of communication to the chair of the board of the Corporation, in which case such resignation shall be effective on the date specified in the resignation.
  2. The member is expelled, or their membership is terminated in accordance with articles or bylaws.
  3. The member fails to maintain any qualifications for the membership described in Sections 2.01 and 3.01 of these by-laws.
  4. The Corporation is liquidated and dissolved under the Act.

3.03 Effect of Termination of Membership

Subject to the articles, upon any termination of membership, the rights of the member, including any rights in the property of the Corporation, automatically cease to exist.

3.04 Discipline of Members

The board shall have authority to suspend or expel any member from the Corporation for any one or more of the following grounds:

  • violating any provision of the articles, bylaws, 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.

If 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 twenty-one (21) days' notice of suspension or expulsion to the member and shall provide reasons for the proposed suspension or expulsion. The member may make written submissions to the president, or such other officer as may be designated by the board, in response to the notice received within a thirty (30) day period from the date of receipt of the notice. If 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. Suppose written submissions are received in accordance with this section. In that case, the board will consider such submissions in arriving at a final decision. It shall notify the member concerning such final decision within a further twenty-one (21) days from the date of receipt of the submissions. The board’s decision shall be final and binding on the member, without any further right of appeal.

Section 4 – Meetings of Members

4.00 Authority of the Meeting of the Members

The meeting of members is the only authority to approve or change the by-law of the Corporation by a special resolution. The members elect the Board of Directors, which the Nomination Committee nominates and selects at the last members' meeting before the election. The members will vote separately by ordinary resolution for the Chair of the Board (President) and the other members of the Board. The members' meeting can overrule, change, or modify any decision made by the Board of Directors or any of the officers by ordinary resolution. By ordinary resolution, it can nominate or remove any member of the Board or any Officer and undertake any initiative and give any instructions to the Board and the Officers, who shall be obligated to carry out such instructions.

4.01 Proposals Nominating Directors at Annual Members’ Meetings

Subject to the Regulations under the Act, any proposal may include nominations for the election of directors if the proposal is signed by not less than 5% of the entitled to vote at the meeting at which the proposal is to be presented.

4.02 Cost of Publishing Proposals for Annual Members’ Meetings

The member who submitted the proposal shall pay the cost of including the proposal and any statement in the notice of meeting at which the proposal is to be presented unless otherwise provided by ordinary resolution of the members present at the meeting.

4.03 Place of Members’ Meeting

Subject to compliance with section 159 (Place of Members’ Meetings) of the Act, meetings of the members may be held at any place in Ottawa.

4.04 Persons Entitled to be Present at Members’ Meetings

Members, directors, and the public accountant of the Corporation are entitled to be present at a meeting of members. However, only those members who are entitled to vote at the members’ meeting according to the provisions of the Act, articles, and bylaws are entitled to cast a vote at the meeting. Any other person may be admitted only upon invitation from the chair of the meeting or upon a resolution of the members.

4.05 Chair of Members’ Meetings

The members present and entitled to vote at the annual members' meeting, and the members calling the meeting, shall choose one of their numbers to chair the meeting. The chair of the board shall, when present, preside at the board of directors' calling a special members' meeting. If the chair of the board is absent, unable, or refuses to act, the vice-chair of the board shall, when present, preside at the board of directors' call for a special meeting of members.

4.06 Quorum at Members’ Meetings 

A quorum at any meeting of the members shall be 25 percent of the members present physically at the meeting, plus a sufficient number of proxy voters to represent at least 50 percent of the members entitled to vote at the meeting.

If a quorum is present at the opening of a meeting of members, the members present may proceed with the meeting's business even if a quorum is not present throughout.

4.07 Voting at Members’ Meetings

At any meeting of members, every question shall, unless otherwise provided by the articles, bylaws, or by the Act, be determined by ordinary resolution. In case of an equality of votes, either on a show of hands, on a ballot, or on the results of electronic voting, the chair of the meeting, in addition to an original vote, shall have a second or casting vote.

4.08 Participation by Electronic Means at Members’ Meetings

If the Corporation chooses to make available a telephonic, electronic, or other communication facility that permits all participants to communicate adequately with each other during a meeting of 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. A person participating in a meeting by such means is deemed to be present at the meeting.

Notwithstanding any other provision of this bylaw, any person participating in a meeting of members pursuant to this section who is entitled to vote at that meeting may vote, in accordance with the Act, by means of any telephonic, electronic, or other communication facility that the Corporation has made available for that purpose.

Section 5 – Directors and Meetings of Directors

5.01 Election of Directors

Subject to the articles, the members will elect working Board Directors who will also act as Management and Executive Directors. As a Board, the directors are responsible for the Corporation's policies, strategic plans, and goals, and, as the Executive Group, they are also responsible for implementing the Corporation's plans and policies.

5.02 Number of Directors

The elected board shall consist of the number of directors specified in the articles. Suppose the articles provide for a minimum and maximum number of directors. In that case, the board shall be comprised of the fixed number of directors as determined from time to time by the members by ordinary resolution or, if the ordinary resolution empowers the directors to determine the number, by resolution of the board. The directors, at a minimum, shall include two vice-chair officers, a treasurer, and a secretary, each with full voting power on policy, goals, and tasks. The directors may appoint one or more additional directors for special entrusted tasks, who shall hold office for a term expiring not later than the close of the next annual meeting of members, but the total of directors so appointed may not exceed one-third (1/3) of the number of directors elected at the previous annual general meeting of members. The appointed directors by the board of directors shall have voting power only for the tasks entrusted to them.

5.03 Term of Office of Directors

The directors shall be elected to hold office for a term expiring not later than the close of the third annual meeting of members following the election.

5.04 Calling the Meetings of the Board of Directors

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

5.05 Notice of Meeting of Board of Directors

Notice of the time and place for the holding of a meeting of the board shall be given in the manner provided in the section on giving notice of meeting of directors of this by-law to every director of the Corporation and members of the Audit Committee not less than 7 days before the time when the meeting is to be held. Notice of a meeting shall not be necessary if all of the directors are present, and no one 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 a meeting. Notice of an adjourned meeting is not required if the time and place of the adjourned meeting are announced at the original meeting. Unless the by-law otherwise provides, no notice of meeting needs to specify the purpose or the business to be transacted at the meeting, except that a notice of meeting of directors shall specify any matter referred to in subsection 138(2) (Limits on Authority) of the Act that is to be dealt with at the meeting.

5.06 Regular Meetings of the Board of Directors

The board may appoint a day or days in any month or months for regular meetings of the board at a place and hour to be named. A copy of any resolution of the board fixing the place and time of such regular meetings of the board shall be sent to each director and member of the Audit Committee after being passed. Still, no other notice shall be required for any such regular meeting except if subsection 136(3) (Notice of Meeting) of the Act requires the purpose thereof or the business to be transacted to be specified in the notice.

5.07 Voting at Meetings of the Board of Directors

At all meetings of the board, every question shall be decided by a majority of the votes cast on the question. In the event of a tie of votes, the chair of the meeting, in addition to an original vote, shall have a second or casting vote.

5.08 Committees of the Board of Directors

The board may, from time to time, appoint any committee 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. The committees may be permanent or temporary.

The board shall appoint the Internal Audit Committee for a 3-year term. The Internal Audit Committee shall consist of a maximum of 3 members, approved by the Annual Members Meeting. Any committee member may be removed by an ordinary resolution of the board of directors, except a member of the Audit Committee. A member of the Audit Committee may be removed by an ordinary resolution of the Annual Members Meeting, upon the recommendation of the board of directors. The Audit Committee shall, at least once a year, conduct an audit of the corporation's financial activities and compliance with the statutes, resolutions of the members' meeting and the board meeting, and other regulations, taking into account the purposefulness, reliability, and correctness. The Audit Committee presents the audit report at the annual meeting of the members, with a recommendation on whether to grant or refuse discharge to the board of directors. The members of the Audit Committee may attend all Board meetings without voting rights.

Section 6 – Officers

6.01 Appointment of Officers

The board of directors shall designate the offices of the Corporation among the members of the board elected by the Members Meeting and specify their duties. The board of directors may also appoint one or more additional officers as directors for special duties on an annual or more frequent basis. The appointed officer by the Board of Directors as a director shall have voting power only to execute the entrusted task. The appointed officer by the Board of directors may, but need not be, a director. The officer who is not the director does not have voting power. The same person may hold two or more offices. Every director and officer of a corporation shall comply with the Canada Not-for-Profit Corporations ACT. S. C. 2009, c.23 and the articles, the by-laws, and any unanimous member agreement.

6.02 Description of Offices

  • Chair of the Board: The chair of the board shall be a director. The chair of the board shall, when present, preside at all meetings of the board of directors. The chair shall also be the President and the chief executive officer of the Corporation, shall be responsible for implementing the Corporation's strategic plans and policies, and shall have general supervision of the Corporation's affairs.
  • Two Vice-Chair of the Board: The vice-chair of the board shall be a director. If the chair of the board is absent or is unable or refuses to act, the vice-chair of the board shall, when present, preside at all meetings of the board of directors and of the members. The vice-chair shall also act as Vice-President and have such other duties and powers as the board may specify.
  • Secretary: The secretary shall be a director. The secretary shall attend and serve as the secretary at all meetings of the board, its members, and its committees. The secretary shall enter or cause to be entered in the Corporation’s minute book, minutes of all proceedings at such meetings; the secretary shall give, or cause to be given, as and when instructed, notices to members, directors, and members of committees; the secretary shall be the custodian of all books, papers, records, documents and other instruments belonging to the Corporation.
  • Treasurer: The treasurer shall be a director. The treasurer collects membership dues and donations and is responsible for the Corporation's assets, bookkeeping, and ensuring the financial records match the bank account and cash. The treasurer informs the Board of members who have not paid dues within three calendar months of the membership renewal date. The treasurer signs, along with the president or another director authorized by the Board, checks, financial pledges, and other documents related to the Corporation's financial matters. The treasurer prepares an annual balance sheet and budgetary estimate for the annual members' meeting and submits proposals for expenditures to be approved by the members' meeting.
  • Past-President: shall be a director and act as an advisor to the board.

6.03 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:

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

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

Section 7 – Notices

7.01 Method of Giving Any Notice

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

  • 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 the Corporation sent in accordance with section 128 (Notice of directors) or 134 (Notice of change of directors) of the Act;
  • if mailed to such person at such person’s recorded address by prepaid ordinary or air mail.
  • 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 secretary may change or change the recorded address of any member, director, officer, public accountant or member of a committee of the board in accordance with any information believed by the secretary to be reliable. The declaration by the secretary that notice has been given pursuant to this by-law shall be sufficient and conclusive evidence of the giving of such notice. The signature of any director or officer of the 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.

7.02 Invalidity of any Provisions of this By-law

The invalidity or unenforceability of any provision of these by-laws shall not affect the validity or enforceability of the remaining provisions.

7.03 Omissions and Errors

The accidental omission to give any notice to any member, director, officer, member of a committee of the board 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.

Section 8 – Dispute Resolution

8.01 Mediation and Arbitration

Disputes or controversies among members, directors, officers, committee members, or volunteers of the Corporation are, as much as possible, to be resolved in accordance with mediation and/or arbitration as provided in the section on dispute resolution mechanism of this by-law.

8.02 Dispute Resolution Mechanism

If a dispute or controversy among members, directors, officers, committee members or volunteers of the Corporation arising out of or related to the articles or by-laws, or out of any aspect of the operations of the Corporation is not resolved in private meetings between the parties then without prejudice to or in any other way derogating from the rights of the members, directors, officers, committee members, employees or volunteers of the Corporation as set out in the articles, by-laws or the Act, and as an alternative to such person instituting a law suit or legal action, such dispute or controversy shall be settled by a process of dispute resolution as follows:

  • The dispute or controversy shall be submitted to a mediator. The parties shall agree on a mediator. If the parties cannot agree on a mediator, the matter shall be referred to a court of competent jurisdiction. The mediator will then meet with the parties and attempt to mediate the dispute.
  • If the parties are not successful in resolving the dispute through mediation, they may agree on having the mediator act as arbitrator. If they do not agree on having the mediator act as an arbitrator in the dispute, they shall agree on an arbitrator. If they cannot agree on an arbitrator, the matter shall be referred to a court of competent jurisdiction.
  • If the parties are not successful in resolving the dispute through mediation, then the parties agree that the dispute shall be settled by arbitration before a single arbitrator, who shall not be any one of the mediators referred to above, in accordance with the provincial or territorial legislation governing domestic arbitrations in force in the province or territory where the registered office of the Corporation is situated or as otherwise agreed upon by the parties to the dispute. The parties agree that all proceedings relating to arbitration shall be kept confidential and there shall be no disclosure of any kind. The decision of the arbitrator shall be final and binding and shall not be subject to appeal on a question of fact, law, or mixed fact and law.
  • All costs of the mediators appointed in accordance with this section shall be borne equally by the parties to the dispute or the controversy. All expenses of the arbitrators appointed in accordance with this section shall be borne by such parties as may be determined by the arbitrators.

Section 9 – By-laws and Effective Date

9.01 By-laws and Effective Date

Subject to the articles, the board of directors may, by resolution, make, amend, or repeal any bylaws 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 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.