Society ByLaws
BYLAWS OF THE GRASSROOTS HERO FOUNDATION
1. INTERPRETATION Definitions
In these Bylaws and the Constitution of the Society, unless the context otherwise requires:
“Act” means the Societies Act, S.B.C. 2015, c. 18, as amended from time to time, and includes any successor legislation thereto;
“Address of the Society” means the registered office address of the Society on record from time to time with the Registrar;
“Board” means the Directors acting as authorized by the Act, the Constitution and these Bylaws in managing or supervising the management of the affairs of the Society and exercising the powers of the Society;
“Board Resolution” means:
(1) a resolution passed by a simple majority of the votes cast in respect of the
resolution by the Directors entitled to vote on such matter:
(A) in person at a duly constituted meeting of the Board,
(B) by Electronic Means in accordance with these Bylaws, or
(C) by combined total of the votes cast in person and by Electronic Means; or
(2) a resolution that has been submitted to all Directors and consented to in writing by two-thirds (2/3) of the Directors who would have been entitled to vote on the resolution at a meeting of the Board,
and a Board Resolution approved by any of these methods is effective as though passed at a meeting of the Board;
“Bylaws” means the bylaws of the Society as filed with the Registrar;
“Chair” means the Person elected to the office of chair of the Society in accordance
with these Bylaws;
“Constitution” means the constitution of the Society as filed with the Registrar;
“Directors” means those Persons who are, or who subsequently become, directors of the Society in accordance with these Bylaws and have not ceased to be directors;
“Electronic Means” means any system or combination of systems, including but not limited to mail, telephonic, electronic, radio, computer or web-based technology or communication facility, that:
(1) in relation to a meeting or proceeding, permits all participants to communicate with each other or otherwise participate contemporaneously, in a manner comparable, but not necessarily identical, to a meeting where all were present in the same location, and
(2) in relation to a vote, permits all eligible voters to cast a vote on the matter for determination in a manner that adequately discloses the intentions of the voters;
“Society” means the “Grassroots Hero Foundation”;
“General Meeting” means each annual general meeting and any extraordinary general meetings of the Society, but does not include any gatherings of members for purposes other than the conduct of official business of the Society;
“Income Tax Act” means the Income Tax Act, R.S.C. 1985 (5th Supp.), c.1 as amended from time to time;
“Members” means those Persons and Organizations that are, or that subsequently become, members of the Society in accordance with these Bylaws and, in either case, have not ceased to be members;
“Ordinary Resolution” means:
(1) a resolution passed by a simple majority of the votes cast in respect of the
resolution by those Members entitled to vote:
(A) in person at a duly constituted General Meeting, or
(B) by Electronic Means in accordance with these Bylaws, or
(C) by combined total of the votes cast in person at a General Meeting and the votes cast by Electronic Means; or
(2) a resolution that has been submitted to the Members and consented to in writing by at least two-thirds (2/3) of the voting Members,
and an Ordinary Resolution approved by any one or more of these methods is effective as though passed at a General Meeting of the Society;
“Organization” means an association, corporation, partnership or society;
“Originating Member” means David Hutton;
“Person” means a natural person;
“Registered Address” of a Member or Director means the address of that Person as recorded in the register of Members or the register of Directors;
“Registrar” means the Registrar of Companies of the Province of British Columbia;
“Secretary” means a Person elected to the office of secretary of the Society in
accordance with these Bylaws;
“Senior Manager” means a Person appointed by the Board under Bylaw 12.1, if any, to exercise the Board’s delegated authority to manage the activities or internal affairs of the Society as a whole or in respect of a principal unit of the Society;
“Special Resolution” means:
(1) a resolution, of which the notice required by the Act and these Bylaws has been provided, passed by at least two-thirds (2/3) of the votes cast in respect of the resolution by those Members entitled to vote:
(A) in person at a duly constituted General Meeting,
by Electronic Means in accordance with these Bylaws, or
by combined total of the votes cast in person at a General Meeting and the votes cast by Electronic Means; or
(2) a resolution that has been submitted to the Members and consented to in writing by every Member who would have been entitled to vote on the resolution in person at a General Meeting,
and a Special Resolution approved by any one or more of these methods is effective as though passed at a General Meeting;
“Treasurer” means a Person elected to the office of treasurer of the Society in accordance with these Bylaws; and
“Vice-Chair” means a Person elected to the office of vice-chair of the Society in accordance with these Bylaws.
Societies Act Definitions
Except as otherwise provided, the definitions in the Act on the date these Bylaws become effective
apply to these Bylaws and the Constitution.
Plural and Singular Forms
In these Bylaws, a word defined in the plural form includes the singular and vice-versa.
2. MEMBERSHIP
Admission to Membership
Membership in the Society is restricted to the Originating Member of the Society and to those Persons or Organizations who become Members in accordance with Bylaw 2.3.
Originating Member
On the date these Bylaws come into force, the Originating Member will be the sole Member and will continue as the sole Member unless Bylaw 2.3 comes into effect, or until ceasing in accordance with Bylaw 2.6.
Subsequent Members
The Member (or Members, as the case may be) may, by Ordinary Resolution, appoint additional Persons or Organizations as Members from time to time.
If the Originating Member ceases to be a Member in accordance with Bylaw 2.6 and there are no additional Members at such time, the Directors will promptly appoint by Board Resolution one or more Persons or Organizations as Members, and such Persons or Organizations will become Members effective the date of such resolution or such later date specified therein. To be eligible to be appointed as a Member, a Person must be nineteen (19) years of age or older.
Members appointed by either of the above processes continue as Members until ceasing in accordance with Bylaw 2.6.
Designated Representative
Any Organization that becomes a Member in accordance with Bylaw 2.3, must designate in writing delivered to the Address of the Society a Person to exercise the rights of membership on behalf of the Member. A Member that is an Organization may change its designated representative from time to time by providing notice in writing to the Address of the Society, and such change will take effect on the date of receipt by the Society.
Membership not Transferable
Membership is not transferable.
Cessation of Membership
A Person or an Organization will immediately cease to be a Member:
upon the date which is the later of:
(1) the date of delivering his or her or its resignation in writing to the Secretary or to the Address of the Society; and
(2) the effective date of the resignation stated thereon;
upon his or her or its expulsion; or
upon his or her death, or in the case of an Organization, dissolution.
3. MEMBERSHIP RIGHTS AND OBLIGATIONS Rights of Membership
In addition to any rights conferred by the Act, a Member has the following rights and privileges of membership:
to receive notice of, and to attend, all General Meetings;
to make or second motions at a General Meeting and to speak in debate on motions under consideration in accordance with such rules of order as may be adopted;
to exercise a vote on matters for determination at General Meetings.
Dues
There will be no annual membership dues.
Standing of Members
All Members are deemed to be in good standing.
Compliance with Constitution, Bylaws and Policies
Every Member will, at all times:
uphold the Constitution and comply with these Bylaws, the regulations and the policies of the Society in effect from time to time; and
further and not hinder the purposes, aims and objects of the Society.
Expulsion of Member
The Originating Member may not be expelled from membership.
A Member other than the Originating Member may be expelled by an Ordinary Resolution for any reason which the Member (or Members, as the case may be) consider appropriate in their absolute discretion.
No Distribution of Income to Members
No part of the income of the Society will be payable to, or otherwise available for the personal benefit of, any Member and any income, profits or other accretions to the Society will be used in promoting the purposes of the Society.
4. MEETINGS OF MEMBERS
Time and Place of General Meetings
The General Meetings of the Society will be held at such time and place, in accordance with the Act, as the Board decides.
Annual General Meetings
Except during the calendar year in which the Society is incorporated, an annual general meeting will be held at least once in every calendar year and in accordance with the Act.
Extraordinary General Meeting
Every General Meeting other than an annual general meeting is an extraordinary general meeting.
Calling of Extraordinary General Meeting
The Society will convene an extraordinary general meeting by providing notice in accordance with the Act and these Bylaws in any of the following circumstances:
at the call of the Chair;
when resolved by Board Resolution; or
when such a meeting is requisitioned by the Member (or Members, as the case may be) in accordance with the Act.
Notice of General Meeting
The Society will, in accordance with Bylaw 17.1, send notice of every General Meeting to:
(a) each Member shown on the register of Members on the date the notice is sent; and
(b) the auditor of the Society, if any is appointed,
not less than fourteen (14) days and not more than sixty (60) days prior to the date of the General
Meeting.
No other Person is entitled to be given notice of a General Meeting.
Contents of Notice
Notice of a General Meeting will specify the date, time and, if applicable, location of the meeting and will include the text of every Special Resolution to be proposed or considered at that meeting.
If the Board has decided to hold a General Meeting with participation by Electronic Means, the notice of that meeting must contain instructions for attending and participating in the meeting by Electronic Means, including instructions for voting.
Omission of Notice
The accidental omission to give notice of a General Meeting to a Member, or the non-receipt of notice by a Member, does not invalidate proceedings at that meeting.
5. PROCEEDINGS AT GENERAL MEETINGS Business Required at Annual General Meeting
The following business is required to be conducted at each annual general meeting of the Society:
the approval of the minutes of the previous annual general meeting and any extraordinary general meetings held since the previous annual general meeting;
consideration of the financial statements and the report of the auditor thereon, if any;
consideration of any Members’ proposals submitted in accordance with the Act;
the election of Directors; and
such other business, if any, required by the Act or at law to be considered at an annual general meeting.
The annual general meeting may include other business as determined by the Board in its discretion.
Attendance at General Meetings
The following Persons are entitled to attend every General Meeting:
each Member;
each Director; and
the Society’s auditor, if any is appointed.
In addition, the Board may invite any other Person or Persons to attend a General Meeting as observers and guests. All observers and guests may only address the General Meeting assembly at the invitation of the Person presiding as chairperson, or by Ordinary Resolution.
Electronic Participation in General Meetings
The Board may decide, in its discretion, to hold any General Meeting in whole or in part by Electronic Means.
When a General Meeting is to be conducted using Electronic Means, the Board must take reasonable steps to ensure that all participants are able to communicate and participate in the meeting adequately and, in particular, that remote participants are able to participate in a manner comparable to participants present in person, if any.
Persons participating by Electronic Means are deemed to be present at the General Meeting.
Quorum
Quorum at General Meetings is as follows:
at any General Meeting held during a period when the Originating Member is the sole Member, quorum is when the Originating Member is present;
at any General Meeting held during a period when the Originating Member is a Member and other Members have been appointed in accordance with Bylaw 2.3, quorum is a majority of the Members, provided that the Originating Member must be present; and
at any General Meeting held during a period when the Originating Member is not a Member, quorum is a majority of the total current membership.
No business, other than the election of a Person to chair the meeting and the adjournment or termination of the meeting, will be conducted at a General Meeting at a time when a quorum is not present. If at any time during a General Meeting there ceases to be quorum present, business then in progress will be suspended until there is a quorum present or until the meeting is adjourned or terminated.
Lack of Quorum
If within thirty (30) minutes from the time appointed for a General Meeting a quorum is not present, the meeting, if convened on the requisition of Members, will be terminated, but in any other case it will stand adjourned to the next day, at the same time and place, and if at the adjourned meeting a quorum is not present within thirty (30) minutes from the time appointed for the meeting, the Members present will constitute a quorum and the meeting may proceed.
Loss of Quorum
If at any time during a General Meeting there ceases to be a quorum present, business then in progress will be suspended until there is a quorum present or until the meeting is adjourned or terminated.
Chairperson at General Meetings
The Chair or, in the absence or inability of the Chair, the Vice-Chair will, subject to a Board Resolution appointing another Person, preside as chairperson at all General Meetings.
If at any General Meeting the Chair, Vice-Chair or such alternate Person appointed by a Board Resolution, if any, is not present within fifteen (15) minutes after the time appointed for the meeting, the Directors present may select one of their number to preside as chairperson at that meeting.
Alternate Chairperson
If a Person presiding as chairperson of a General Meeting wishes to step down as chairperson for all or part of that meeting, he or she may designate an alternate to chair such meeting or portion thereof, and upon such designated alternate receiving the consent of a majority of the Members present at such meeting, he or she may preside as chairperson.
Chairperson to Determine Procedure
In the event of any doubt, dispute or ambiguity in relation to procedural matters or parliamentary process at a General Meeting, the Person presiding as chairperson will have the authority to interpret and apply such rules of order as the meeting has adopted, if any, and determine matters in accordance with those rules, as well as the Act and these Bylaws.
Adjournment
A General Meeting may be adjourned from time to time and from place to place, but no business will be transacted at an adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
Notice of Adjournment
It is not necessary to give notice of an adjournment or of the business to be transacted at an adjourned meeting except where a meeting is adjourned for more than fourteen (14) days, in which case notice of the adjourned meeting will be given as in the case of the original meeting.
Minutes of General Meetings
The Secretary or such other Person designated by the Board will ensure that minutes are taken for all General Meetings.
6. VOTING BY MEMBERS Ordinary Resolution Sufficient
Unless the Act, these Bylaws or adopted rules of order provide otherwise, every issue for determination by a vote of the Members will be decided by an Ordinary Resolution.
Entitlement to Vote
Each Member is entitled to one (1) vote on matters for determination by the Members. No other Person is entitled to vote on a matter for determination by the Members, whether at a General Meeting or otherwise.
Voting Methods
Voting by Members may occur by any one or more of the following methods, in the discretion of the Board:
by show of hands or voting cards;
by written ballot; or
by vote conducted by Electronic Means.
Where a vote is to be conducted by show of hands or voting cards, and prior to the question being put to a vote, a number of Members equal to not less than ten percent (10%) of the votes present may request a secret ballot, and where so requested the vote in question will then be conducted by written ballot or other means whereby the tallied votes can be presented anonymously in such a way that it is impossible for the assembly to discern how a given Member voted.
Voting by Chairperson
If the Person presiding as chairperson of a General Meeting is a Member, then he or she may, in his or her sole discretion, cast a vote on any motion or resolution under consideration at the same time as voting occurs by all Members. A Person presiding as chairperson who is not a Member has no vote.
Voting by Proxy
Voting by proxy is not permitted.
7. DIRECTORS
Management of Property and Affairs
The Board will have the authority and responsibility to manage, or supervise the management of, the property and the affairs of the Society.
Qualifications of Directors
Pursuant to the Act, a Person may not be elected to serve (or continue to serve) as a Director if he or she:
is less than eighteen (18) years of age;
(has been found by any court, in Canada or elsewhere, to be incapable of managing his or her own affairs and has not since been found by a court to be capable again;
is an undischarged bankrupt; or
has been convicted of a prescribed offence within the prescribed period, for which no pardon has been granted, in accordance with the Act.
Composition of Board
The Board will be composed of a minimum of three (3) and a maximum of seven (7) Directors, each of whom will be elected or appointed in accordance with these Bylaws.
Invalidation of Acts
No act or proceeding of the Board is invalid by reason only of there being fewer than the required number of Directors in office.
Election of Directors
Directors will be elected by the Member (or Members, as the case may be) at a General Meeting and will take office commencing at the close of such meeting.
Term of Directors
The term of office of Directors will normally be two (2) years. However, the Board may by Board Resolution determine that some or all vacant Directors’ positions will have a term of less than two (2) years, the length of such term to be determined by the Directors in their discretion.
For purposes of calculating the duration of a Director’s term of office, the term will be deemed to commence at the close of the annual general meeting at which such Director was elected. If, however, the Director was elected at an extraordinary general meeting his or her term of office will be deemed to have commenced at the close of the annual general meeting next following such extraordinary general meeting.
Consecutive Terms and Term Limits
Directors may be elected for consecutive terms, without limit.
Extension of Term to Maintain Minimum Number of Directors
Every Director serving a term of office will retire from office at the close of the annual general meeting in the year in which his or her term expires, provided that if insufficient successors are elected and the result is that the number of Directors would fall below three (3), the Person or Persons previously elected as Directors may, if they consent, continue to hold office, and the term of such Director or Directors is deemed to be extended, until such time as successor Directors are elected.
Appointment to fill Vacancy
If a Director ceases to hold office before the expiry of his or her term, the Board, by Board Resolution, may appoint a Person qualified in accordance with Bylaw 7.2 to fill the resulting vacancy.
The position occupied by an appointed replacement Director will become available for election at the next annual general meeting and each such appointed replacement Director will continue in office until the conclusion of the next annual general meeting unless he or she otherwise ceases to be a Director in accordance with these Bylaws. The appointed replacement Director may run for the vacant position.
Removal of Director
The Member (or Members, as the case may be) may remove a Director before the expiration of such Director’s term of office by Special Resolution and may elect a replacement Director by Ordinary Resolution to serve for the balance of the removed Director’s term.
Ceasing to be a Director
A Person will immediately cease to be a Director:
upon the date which is the later of:
(1) the date of delivering his or her resignation in writing to the Chair or to the Address of the Society; and
(2) the effective date of the resignation stated therein;
upon the expiry of his or her term;
upon the date such Person is no longer qualified pursuant to Bylaw 7.2;
upon his or her removal; or
upon his or her death.
8. POWERS AND RESPONSIBILITIES OF THE BOARD Powers of Directors
The Board may exercise all such powers and do all such acts and things as the Society may exercise and do, and which are not by these Bylaws or by statute or otherwise lawfully directed or required to be exercised or done by the Members in General Meeting, but nevertheless subject to the provisions of:
all laws affecting the Society; and
(hese Bylaws and the Constitution.
Without limiting the generality of the foregoing, the Board will have the power to make expenditures, including grants, gifts and loans, whether or not secured or interest-bearing, in furtherance of the purposes of the Society. The Board will also have the power to enter into trust arrangements or contracts on behalf of the Society in furtherance of the purposes of the Society.
Duties of Directors
Pursuant to the Act, every Director will:
act honestly and in good faith with a view to the best interests of the Society;
exercise the care, diligence and skill that a reasonably prudent individual would exercise in comparable circumstances;
act in accordance with the Act and the regulations thereunder; and
subject to Bylaws 8.2(a) to 8.2(c), act in accordance with these Bylaws.
Without limiting Bylaws 8.2(a) to 8.2(d), a Director, when exercising the powers and performing
the functions of a Director, must act with a view to the purposes of the Society.
Policies and Procedures
The Board may establish such rules, regulations, policies or procedures relating to the affairs of the Society as it deems expedient, provided that no rule, regulation, policy or procedure is valid to the extent that it is inconsistent with the Act, the Constitution or these Bylaws.
Remuneration of Directors and Officers and Reimbursement of Expenses
A Director is not entitled to any remuneration for acting as a Director. However, a Director may be reimbursed for all expenses necessarily and reasonably incurred by him or her while engaged in the affairs of the Society, provided that all claims for reimbursement are in accordance with established policies.
Investment of Property and Standard of Care
If the Board is required to invest funds on behalf of the Society, the Board may invest the property of the Society in any form of property or security in which a prudent investor might invest. The standard of care required of the Directors is that they will exercise the care, skill, diligence and judgment that a prudent investor would exercise in making investments in light of the purposes and distribution requirements of the Society. The Board may establish further policies related to the investment of the Society’s funds and property, provided that such policies are not contrary to the Act or these Bylaws.
Investment Advice
The Directors may obtain advice with respect to the investment of the property of the Society and may rely on such advice if a prudent investor would rely upon the advice in comparable circumstances.
Delegation of Investment Authority to Agent
The Directors may delegate to a stockbroker, investment dealer, or investment counsel the degree of authority with respect to the investment of the Society’s property that a prudent investor might delegate in accordance with ordinary business practice.
9. PROCEEDINGS OF THE BOARD Board Meetings
Meetings of the Board may be held at any time and place determined by the Board.
Regular Meetings
After the issuance of the certificate of incorporation, a meeting of the Board will be held at which the Directors may:
(a) appoint officers;
(b) make banking arrangements;
(c) appoint an auditor to hold office until the first annual general meeting; and
(d) transact any other business.
Subsequently, the Board may decide to hold regularly scheduled meetings to take place at dates and times set in advance by the Board. Once the schedule for regular meetings is determined and notice given to all Directors, no further notice of those meetings is required to be provided to a Director unless:
that Director was not in office at the time notice of regular meetings was provided; or
the date, time or place of a regular meeting has been altered.
Ad Hoc Meetings
The Board may hold an ad hoc meeting in any of the following circumstances:
at the call of the Chair; or
by request of any two (2) or more Directors.
Notice of Board Meetings
At least two (2) days’ notice will be sent to each Director of a Board meeting.
However, no formal notice will be necessary if all Directors were present at the preceding meeting when the time and place of the meeting was decided or are present at the meeting or waive notice thereof in writing or give a prior verbal waiver to the Secretary.
For the purposes of the first meeting of the Board held immediately following the election of a Director or Directors conducted at a General Meeting, or for the purposes of a meeting of the Board at which a Director is appointed to fill a vacancy in the Board, it is not necessary to give notice of the meeting to the newly elected or appointed Director or Directors for the meeting to be properly constituted.
If a meeting of the Board will permit participation by Electronic Means, the notice of that meeting must inform Directors and other participants (if any) that they may participate by Electronic Means.
Attendance at Board Meetings
Every Director is entitled to attend each meeting of the Board.
No other Person is entitled to attend meetings of the Board, but the Board by Board Resolution may invite any Person or Persons to attend one or more meetings of the Board as advisors, observers or guests.
Participation by Electronic Means
The Board may determine, in its discretion, to hold any meeting or meetings of the Board in whole or in part by Electronic Means.
When a meeting of the Board is conducted by Electronic Means, the Society must take reasonable steps to ensure that all participants are able to communicate and participate in the meeting.
Quorum
Quorum for meetings of the Board will be a majority of the Directors currently in office.
Director Conflict of Interest
A Director who knows or reasonably ought to know that they have a direct or indirect material interest in a contract or transaction (whether existing or proposed) with the Society, or a matter for consideration by the Directors:
will be counted in the quorum at a meeting of the Board at which the contract, transaction or matter is considered;
will disclose fully and promptly the nature and extent of his or her interest in the contract, transaction or matter;
is not entitled to vote on the contract, transaction or matter;
will absent himself or herself from the meeting or portion thereof:
(1) at which the contract, transaction or matter is discussed, unless requested by the Board (by consensus or majority vote) to remain to provide relevant information; and
(2) in any case, during the vote on the contract, transaction or matter; and
(5) refrain from any action intended to influence the discussion or vote.
The Board may establish further policies governing conflicts of interest of Directors and others, provided that such policies must not contradict the Act or these Bylaws.
Chairperson at Board Meetings
The Chair or, in the absence or inability of the Chair, the Vice-Chair will, subject to a Board Resolution appointing another Person, preside as chairperson at all meetings of the Board.
If at any meeting of the Board the Chair, Vice-Chair or such alternate Person appointed by a Board Resolution, if any, is not present within fifteen (15) minutes after the time appointed for the meeting or requests that he or she not chair that meeting, the Directors present may choose one of their number to preside as chairperson at that meeting.
Alternate Chairperson
If the Person presiding as chairperson of a meeting of the Board wishes to step down as chairperson for all or part of that meeting, he or she may designate an alternate to chair such meeting or portion thereof, and upon such designated alternate receiving the consent of a majority of the Directors present at such meeting, he or she may preside as chairperson.
Chairperson to Determine Procedure
In the event of any doubt, dispute or ambiguity in relation to procedural matters or parliamentary process at a meeting of the Board, the person presiding as chairperson will have the authority to interpret and apply such rules of order as the meeting has adopted, if any, and determine matters in accordance with those rules, as well as the Act and these Bylaws.
Minutes of Board Meetings
The Secretary or such other Person designated by the Board will ensure that minutes are taken for all meetings of the Board.
10. DECISION MAKING AT BOARD MEETINGS Passing Resolutions and Motions
Any issue at a meeting of the Board which is not required by the Act, these Bylaws or such rules of order as may apply to be decided by a resolution requiring more than a simple majority will be decided by Board Resolution.
Resolution in Writing
A Board Resolution may be in two or more counterparts which together will be deemed to constitute one resolution in writing. Such resolution will be filed with minutes of the proceedings of the Board and will be deemed to be passed on the date stated therein or, in the absence of such a date being stated, on the latest date stated on any counterpart.
Entitlement to Vote
Subject to Bylaw 9.8, each Director is entitled to one (1) vote on all matters at a meeting of Board. No other Person is entitled to a vote at a meeting of the Board.
Procedure for Voting
Except where expressly provided for in these Bylaws, voting on matters at a meeting of the Board may occur by any one or more of the following mechanisms, in the discretion of the Chair:
by show of hands;
by written ballot;
by roll-call vote or poll; or
by Electronic Means.
On the request of any one (1) or more Directors, a vote will be conducted by written ballot or other means whereby the tallied votes can be presented anonymously, in such a way that it is impossible for the assembly to discern how a given Director voted.
11. OFFICERS Officers
The officers of the Society are the Chair, Vice-Chair, Secretary and Treasurer, together with such other officers, if any, as the Board, in its discretion, may create. All officers must be Directors.
The Board may, by Board Resolution, create and remove such other officers of the Society as it deems necessary and determine the duties and responsibilities of all officers.
Election of Officers
At the first meeting of the Board and at each meeting of the Board immediately following an annual general meeting, the Board will elect the officers.
Term of Officer
The term of office for each officer will be one (1) year, commencing on the date the Director is elected as an officer in accordance with Bylaw 11.2 and continuing until the first meeting of the Board held after the next following annual general meeting. A Director may be elected as an officer for consecutive terms.
Removal of Officers
A Person may be removed as an officer by Board Resolution.
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(d)
(e)
Duties of Treasurer
the maintenance of the register of Members; and the conduct of the correspondence of the Society.
17
Replacement
Should the Chair or any other officer for any reason be unable to complete his or her term, the Board will remove such officer from his or her office and will elect a replacement without delay.
Duties of Chair
The Chair will supervise the other officers in the execution of their duties and will preside at all meetings of the Society and of the Board.
Duties of Vice-Chair
The Vice-Chair will assist the Chair in the performance of his or her duties and will, in the absence of the Chair, perform those duties. The Vice-Chair will also perform such additional duties as may be assigned by the Board.
Duties of Secretary
The Secretary
be responsible for making the necessary arrangements for:
the issuance of notices of meetings of the Society and the Board;
the keeping of minutes of all meetings of the Society and the Board;
the custody of all records and documents of the Society, except those required to be kept by the Treasurer;
The Treasurer will be responsible for making the necessary arrangements for:
the keeping of such financial records, reports and returns, including books of account, as are necessary to comply with the Act and the Income Tax Act; and
the rendering of financial statements to the Directors, Members and others, when required.
Absence of Secretary at Meeting
If the Secretary is absent from any General Meeting or meeting of the Board, the Directors present will appoint another Person to act as secretary at that meeting.
Combination of Offices of Secretary and Treasurer
The offices of Secretary and Treasurer may be held by one Person who will be known as the Secretary-Treasurer.
12. SENIOR MANAGERS Appointment of Senior Managers
The Board may, by Board Resolution, appoint Senior Managers as it determines necessary from time to time.
The Board is responsible to supervise all Senior Managers in the performance of their duties.
Removal of Senior Manager
A Person may be removed as a Senior Manager by Board Resolution.
13. INDEMNIFICATION
Indemnification of Directors and Eligible Parties
To the extent permitted by the Act, each Director and eligible party (as defined by the Act) will be indemnified by the Society against all costs, charges and expenses, including legal and other fees, actually and reasonably incurred in connection with any legal proceeding or investigative action, whether current, threatened, pending or completed, to which that Person by reason of his or her holding or having held authority within the Society:
is or may be joined as a party to such legal proceeding or investigative action; or
is or may be liable for or in respect of a judgment, penalty or fine awarded or imposed in, or an amount paid in settlement of, such legal proceeding or investigative action.
Purchase of Insurance
The Society may purchase and maintain insurance for the benefit of any or all Directors, officers, employees or agents against personal liability incurred by any such Person as a Director, officer, employee or agent.
14. COMMITTEES
Creation and Delegation to Committees
The Board may create such standing and special committees, working groups or task forces as may from time to time be required. Any such committee will limit its activities to the purpose or purposes for which it is appointed and will have no powers except those specifically conferred by Board Resolution.
The Board may delegate any, but not all, of its powers to committees which may be in whole or in part composed of Directors as it thinks fit.
Standing and Special Committees
Unless specifically designated as a standing committee, a committee is deemed to be a special committee and any special committee so created must be created for a specified time period.
A special committee will automatically be dissolved upon the earlier of the following:
the completion of the specified time period; or
the completion of the task for which it was created.
Terms of Reference
In the event the Board decides to create a committee, it must establish terms of reference for such committee. A committee, in the exercise of the powers delegated to it, will conform to any rules that may from time to time be imposed by the Board in the terms of reference or otherwise, and will report every act or thing done in exercise of those powers at the next meeting of the Board held after it has been done, or at such other time or times as the Board may determine.
Meetings
The members of a committee may meet and adjourn as they think proper and meetings of the committees will be governed by the rules set out in these Bylaws governing proceedings of the Board, with the necessary changes having been made to ensure that the language makes sense in the context.
Dissolution
The Board may dissolve a committee by Board Resolution.
15. EXECUTION OF INSTRUMENTS Seal
The Society will not have a corporate seal.
Execution of Instruments
Contracts, documents or instruments in writing requiring execution by the Society may be signed as follows:
by the Chair, together with one (1) other Director, or
in the event that the Chair is unavailable, by any two (2) Directors,
and all contracts, documents and instruments in writing so signed will be binding upon the Society
without any further authorization or formality.
The Board will have power from time to time by Board Resolution to appoint any officer or officers, or any Person or Persons, on behalf of the Society to sign contracts, documents and instruments in writing generally or to sign specific contracts, documents or instruments in writing.
Signing Officers
The Board will, from time to time by Board Resolution, appoint signing officers who are authorized to sign cheques and all banking documents on behalf of the Society.
16. FINANCIAL MATTERS AND REPORTING Accounting Records
The Society will maintain such financial and accounting records and books of account as are required by the Act and applicable laws.
Borrowing Powers
In order to carry out the purposes of the Society, the Board may, on behalf of and in the name of the Society, raise, borrow or secure the payment or repayment of money in any manner it decides, including the granting of guarantees, and in particular, but without limiting the foregoing, by the issue of debentures.
Restrictions on Borrowing Powers
The Member (or Members, as the case may be) may by Ordinary Resolution restrict the borrowing powers of the Board.
When Audit Required
The Society is not required by the Act to be audited. However, the Society will conduct an audit of its annual financial statements if:
the Directors determine to conduct an audit by Board Resolution; or
the Member (or Members, as the case may be) require the appointment of an
auditor by Ordinary Resolution,
in which case the Society will appoint an auditor qualified in accordance with Part 9 of the Act and these Bylaws.
First Auditor
If the Society wishes to appoint an auditor prior to its first annual general meeting, that auditor will be appointed by the Board, which will also fill any vacancy occurring in the office of auditor.
Appointment of Auditor at Annual General Meeting
If the Society determines to conduct an audit, an auditor will be appointed at an annual general meeting to hold office until such auditor is reappointed at a subsequent annual general meeting or a successor is appointed in accordance with the procedures set out in the Act or until the Society no longer wishes to appoint an auditor.
Removal of Auditor
An auditor may be removed and replaced by Ordinary Resolution in accordance with the procedures set out in the Act.
Notice of Appointment
An auditor will be promptly informed in writing of such appointment or removal.
Auditor’s Report
The auditor, if any, must prepare a report on the financial statements of the Society in accordance with the requirements of the Act and applicable law.
Participation in General Meetings
The auditor, if any, is entitled in respect of a General Meeting to:
receive every notice relating to a meeting to which a Member is entitled;
attend the meeting; and
be heard at the meeting on any part of the business of the meeting that deals with the auditor’s duties or function.
An auditor who is present at a General Meeting at which the financial statements are considered must answer questions concerning those financial statements, the auditor’s report, if any, and any other matter relating to the auditor’s duties or function.
17. NOTICE GENERALLY Method of Giving Notice
Except as otherwise provided in these Bylaws, a notice may be given to a Member or a Director either personally, by delivery, courier or by mail posted to such Person’s Registered Address, or, where a Member or Director has provided a fax number or e-mail address, by fax or e-mail, respectively.
When Notice Deemed to have been Received
A notice sent by mail will be deemed to have been given on the day following that on which the notice was posted. In proving that notice has been given, it is sufficient to prove the notice was properly addressed and put in a Canadian Government post office receptacle with adequate postage affixed, provided that if, between the time of posting and the deemed giving of the notice, a mail strike or other labour dispute which might reasonably be expected to delay the delivery of such notice by the mails occurs, then such notice will only be effective when actually received.
Any notice delivered personally, by delivery or courier, facsimile, or electronic mail will be deemed to have been given on the day it was so delivered or sent.
Days to be Counted in Notice
If a number of days’ notice or a notice extending over any other period is required to be given, the day the notice is given or deemed to have been given and the day on which the event for which notice is given will not be counted in the number of days required.
18. MISCELLANEOUS Dissolution
Upon the winding-up or dissolution of the Society, any funds and property remaining after the payment of all costs, charges and expenses properly incurred in the winding-up or dissolution, including the remuneration of the liquidator, and the payment to employees of the Society of any arrears of salaries or wages, and after payment of any debts of the Society, will be distributed, subject to the Act, as determined by Ordinary Resolution.
Inspection of Documents and Records
The documents and records of the Society, including the financial and accounting records and the minutes of General Meetings, committee meetings and meetings of the Board, will be open to the inspection of any Director at reasonable times and on reasonable notice.
A Member is entitled, upon providing not less than fourteen (14) days’ notice in writing to the Society, to inspect any of the following documents and records of the Society at the Address of the Society during the Society’s normal business hours:
the Constitution and these Bylaws, and any amendments thereto;
the statement of directors and registered office of the Society;
minutes of any General Meeting, including the text of each resolution passed at the meeting;
resolutions of the Members in writing, if any;
annual financial statements relating to a past fiscal year that have been received by the Members in a General Meeting;
the register of Directors;
the register of Members;
the Society’s certificate of incorporation, and any other certificates, confirmations or records furnished to the Society by the Registrar;
copies of orders made by a court, tribunal or government body in respect of the Society;
the written consents of Directors to act as such and the written resignations of Directors; and
he disclosure of a Director or of a senior manager regarding a conflict of interest.
Except as expressly provided by statute or at law, a Member will not be entitled or have the right to inspect any other document or record of the Society. However, subject to such policies as the Board may establish, a Member may request, in writing delivered to the Address of the Society, to inspect any other document or record of the Society and the Board may allow the Member to inspect the document or a copy thereof, in whole or in part and subject to such redaction as the Board deems necessary, all in the Board’s sole discretion.
Copies of documents which a Member is allowed to inspect may be provided on request by the Member for a fee to be determined by the Board, provided such fee does not exceed the limits prescribed in the Act.
19. BYLAWS
Entitlement of Members to copy of Constitution and Bylaws
On being admitted to membership, each Member is entitled to, and upon request the Society will provide him or her with, access to a copy of the Constitution and these Bylaws.
Special Resolution required to Alter Bylaws
These Bylaws will not be altered except by Special Resolution.
Effective Date of Alteration
Any alteration to the Bylaws or Constitution will take effect on the date the alteration application is filed with the Registrar in accordance with the Act.