By-Laws

Article I - INTERPRETATION

Definitions

In these By-Laws of the International Rural Network Inc., the terms hereinafter defined shall, unless the context otherwise requires, have the following meanings:

  1. "Act" means the Canada Corporations Act;
  2. "Association" means the International Rural Network Inc.;
  3. "Board" means the Board of Directors of the Association;
  4. "Business Day" has the meaning ascribed thereto in section 14.01;
  5. "Director" means a director of the Association as appointed or elected in accordance with the Act;
  6. "Entity" means and includes any corporation, partnership, firm, joint venture, syndicate, association, trust, government, governmental agency or board or commission or authority, and other forms of entity or organization;
  7. "Failure Notice" has the meaning ascribed thereto in section 14.01;
  8. "Good Standing" means a Member of the Association who has paid all membership fees of the Association due and owing;
  9. "Head Office" means the head office in the jurisdiction described in the Letters Patent and the physical address, mailing address, e-mail address, facsimile number and telephone number as from time to time determined by the Directors;
  10. "Letters Patent" means that certain Application for Incorporation of a Corporation without Share Capital under Part II of the Canada Corporations Act for the International Rural Network Inc.;
  11. "Member" means any person who has been granted membership in the Association;
  12. "Nominee" has the meaning ascribed thereto in section 8.06(a);
  13. "Objects" means those objects listed in Article III of the Letters Patent;

Gender, etc.

  1. Unless the context otherwise requires, words used herein importing the masculine gender shall include the feminine and neuter genders and vice versa and words importing the singular number shall include the plural and vice versa; "indivdual" shall mean a natural person only; "person" includes any individual, corporation, partnership, firm, joint venture, syndicate, association, trust, government, governmental agency or board or commission or authority, and other forms of entity or organization; references herein to any agreement, licence or other instrument shall be deemed to include references to such agreement, licence or other instrument as varied or replaced from time to time; and references herein to any enactment or legislation shall be deemed to include references to such enactment or legislation as re-enacted, amended or extended from time to time.

Headings

The descriptive headings appearing in these By-Laws are inserted for convenience only and do not constitute a part of these By-Laws.

Article II - BORROWING POWERS AND EXECUTION OF INSTRUMENTS

General Borrowing Powers

The Board may from time to time on behalf of the Association, to the extent permitted by law, without authorization of the Members:

  1. borrow money upon the credit of the Association, from any bank, corporation, Member (provided the terms are commercially reasonable under the circumstances), firm or person, upon such terms, covenants and conditions at such times, in such sums, to such an extent and in such manner as the Board in its discretion may deem expedient;
  2. to limit or increase the amount to be borrowed;
  3. to issue or cause to be issued bonds, debentures or other evidences of indebtedness of the Association and to pledge or sell the same for such sums, upon such terms, covenants and conditions and at such prices as may be deemed expedient by the Board;
  4. give a guarantee on behalf of the Association to secure performance of any present or future indebtedness, liability or obligation of any person; and
  5. to secure any such bond, debenture, evidence of indebtedness, guarantee, or any other present or future borrowing or liability of the Association, by mortgage, hypothec, charge or pledge of all or any currently owned or subsequently acquired real and personal, movable and immovable, property of the Association, and the undertaking and rights of the Association.

Execution of Other Instruments

Contracts, documents or instruments in writing, other than those listed in section 2.01, requiring execution on behalf of the Association may be signed by:

  • The President together with the Treasurer of the Association;
  • any two Directors of the Association; or
  • any one of the President or Treasurer together with any one Director of the Association;

and all such contracts, documents and instruments in writing so signed shall be binding upon the Association without any further authorization or formality.

In particular, without limiting the generality of section 2.02:

  1. the President together with the Treasurer of the Association;
  2. any two Directors of the Association; or
  3. any one of the President or Treasurer together with any one Director of the Association

shall have authority to sell, assign, transfer, exchange, convert or convey any and all shares, stocks, bonds, debentures, rights, warrants or other securities owned by or registered in the name of the Association and to sign and execute (under the seal of the Association or otherwise) all assignments, transfers, conveyances, powers of attorney and other instruments that may be necessary for the purpose of selling, assigning, transferring, exchanging, converting or conveying any such shares, stocks, bonds, debentures, rights, warrants or other securities.

Corporate Seal

  1. The Association shall adopt a corporate seal. The corporate seal adopted by the the Association shall be such as may be approved by resolution of the Board and shall include the name of the Association.
  2. The corporate seal of the Association may be affixed to contracts, documents and instruments in writing signed by any director or directors, officer or officers, person or persons, as required, but any such contract, document or instrument is not invalid merely because the corporate seal, if any, is not affixed thereto.

POWERS of the association

The powers of the Association are:

  1. to subscribe to, become a member of and co-operate with any other association, club or organization, whether incorporated or not, whose objects are altogether or in part similar to the Objects of the Association provided that the Association shall not subscribe to or support with its funds any club, association or organization which does not prohibit the distribution of its income and property to an extent at least as great as that imposed on the Association under or by virtue of its Letters Patent;
  2. in furtherance of the Objects of the Association to buy, sell and deal in all kinds of articles, commodities and provisions for the Members or persons frequenting the Association's premises, conferences, or functions;
  3. to purchase, take on lease or in exchange, hire and otherwise acquire any lands, buildings, easements or property, real and personal, and any rights or privileges which may be requisite for the purposes of, or capable of being conveniently used in connection with, any of the Objects of the Association; provided that in case the Association shall take or hold any property which may be subject to any trusts the Association shall only deal with the same in such manner as is allowed by law having regard to such trusts;
  4. to enter into any arrangements with any government or authority that are incidental or conducive to the attainment of the Objects and the exercise of the powers of the Association; to obtain from any such government or authority rights, privileges and concessions which the Association may think it desirable to obtain, and to carry out, exercise and comply with any such arrangements, rights, privileges and concessions;
  5. to appoint, employ, remove or suspend such officers, managers, clerks, secretaries, servants, workmen and other persons as may be necessary or convenient for the purposes of the Association;
  6. to remunerate any person or body corporate for services rendered, or to be rendered, and whether by way of brokerage or otherwise in placing or assisting to place or guaranteeing the placing of any unsecured notes, debentures or other securities of the Association, or in or about the Association or promotion of the Association or in the furtherance of its Objects;
  7. to construct, improve, maintain, develop, work, manage, carry out, alter or control any houses, buildings, grounds, works or conveniences which may seem calculated directly or indirectly to advance the Association's Objects, and to contribute to, subsidise or otherwise assist and take part in the construction, improvement, maintenance, development, working, management, carrying out, alteration or control thereof;
  8. to invest and deal with the money of the Association not immediately required in such manner as may from time to time be determined to be appropriate;
  9. in furtherance of the Objects of the Association, to take, or otherwise acquire, and hold shares, debentures or other securities of any company or body corporate;
  10. in furtherance of the Objects of the Association, to lend and advance money or give credit to any person or body corporate; to guarantee and give guarantees or indemnities for the payment of money or the performance of contracts or obligations by any person or body corporate, and otherwise to assist any person or body corporate;
  11. to borrow or raise money either alone or jointly with any other person in such manner as may be thought proper and whether upon fluctuating advance account or overdraft or otherwise to represent or secure any moneys and further advances borrowed or to be borrowed alone or with others as aforesaid by notes secured or unsecured, debentures or debenture stock perpetual or otherwise, or by mortgage, charge, lien or other security upon the whole or any part of the Association's property or assets present or future and to purchase, redeem or pay-off any such securities;
  12. to draw, make, accept, endorse, discount, execute and issue promissory notes, bills of exchange, bills of lading and other negotiable or transferable instruments;
  13. in furtherance of the Objects of the Association, to sell, improve, manage, develop, exchange, lease, dispose of, turn to account or otherwise deal with all or any part of the property and rights of the Association;
  14. to take or hold mortgages, liens or charges, to secure payment of the purchase price, or any unpaid balance of the purchase price, of any part of the Association's property of whatsoever kind sold by the Association, or any money due to the Association from purchasers and others;
  15. to take any gift or property whether subject to any special trust or not, for any one or more of the Objects of the Association but subject always to the proviso in sub-section 3.01(c);
  16. to take such steps by personal or written appeals, public meetings or otherwise, as may from time to time be deemed expedient for the purpose of procuring contributions to the funds of the Association, in the shape of donations, annual subscriptions or otherwise;
  17. to print and publish newspapers, periodicals, books or leaflets that the Association may think desirable for the promotion of its Objects;
  18. in furtherance of the Objects of the Association, to amalgamate with any one or more non-profit organizations having objects altogether or in part similar to those of the Association and which shall prohibit the distribution of its or their income and property to an extent at least as great as that imposed upon the Association under or by virtue of its Letters Patent;
  19. in furtherance of the Objects of the Association, to purchase or otherwise acquire and undertake all or any part of the property, assets, liabilities and engagements of any one or more of the non-profit organizations with which the Association is authorised to amalgamate;
  20. in furtherance of the Objects of the Association, to transfer all or any part of the property, assets, liabilities and engagements of the Association to any one or more of the non-profit organizations with which the Association is authorised to amalgamate;
  21. to make donations for patriotic, charitable or community purposes;
  22. to do all such other things as are incidental or conducive to the attainment of the Objects and the exercise of the powers of the Association.

MEMBERSHIP

Number of Members

  1. The number of Members shall be unlimited.

Classes of Membership

  1. The classes of membership in the Association shall be as follows:
    1. individual members;
    2. student members;
    3. institutional members; and
    4. general members.
  2. The procedures for determining eligibility for any class of membership will be as determined by resolution of the Board, from time to time, in its sole discretion.

Individual Members

  1. Eligibility

  2. Only individuals may be an individual member.

Rights and Priviledges

  1. An individual member has the right to attend and vote at any meeting of the Members; provided that such individual member shall not be entitled to vote at any meeting of the Association if its fees are more than one month in arrears at the date of the meeting. Each individual member shall be entitled to one vote.
  2. An individual member will have such further rights as are determined by resolution of the Board from time to time.

Fees

  1. The fees for an individual member shall be such sum and shall be payable in such time and such manner as determined by resolution of the Board from time to time.

Student Members

Eligibility

  • A student member must be an individual who is enrolled in an eligible post-secondary school. Whether or not a post-secondary school is an eligible post-secondary school will be determined by resolution of the Board.

Rights and Priviledges

  • A student member has the right to attend and vote at any meeting of the Members; provided that such student member shall not be entitled to vote at any meeting of the Association if its fees are more than one month in arrears at the date of the meeting. Each student member shall be entitled to one vote.
  • A student member will have such further rights as are determined by resolution of the Board from time to time.

Fees

  • The fees for a student member shall be such sum and shall be payable in such time and such manner as determined by resolution of the Board from time to time.

Institutional Members

Eligibility

  1. An institutional member must be an eligible post-secondary school. Whether or not a post-secondary school is an eligible post-secondary school will be determined by resolution of the Board.

Rights and Priviledges

  1. An institutional member has the right to send one representative to attend and vote, on behalf of such institutional member, at any meeting of the Members; provided that such institutional member shall not be entitled to vote at any meeting if its fees are more than one month in arrears at the date of the meeting. Each institutional member shall be entitled to one vote. The Association will be under no obligation to confirm the authority of any person claiming to be such a representative. In the event more than one representative attempts to vote, on behalf of an institutional member, at any meeting of the Members, the chair of the meeting will be entitled to refuse all such representatives the right to vote or to determine, in his/her sole discretion, which such representative is entitled to vote.
  2. An institutional member will have such further rights as are determined by resolution of the Board from time to time.

Fees

  1. The fees for an institutional member shall be such sum and shall be payable in such time and such manner as determined by resolution of the Board from time to time.

General Members

Eligibility

  1. Any Entity that is not eligible to be an Institutional Member, shall be eligible to be a general member.

Rights and Priviledges

  1. A general member has the right to send one representative to attend and vote at any meeting of the Members; provided that such general member shall not be entitled to vote at any meeting if its fees are more than one month in arrears at the date of the meeting. Each general member shall be entitled to one vote. The Association will be under no obligation to confirm the authority of any person claiming to be such a representative. In the event more than one representative attempts to vote, on behalf of a general member, at any meeting of the Members, the chair of the meeting will be entitled to refuse all such representatives the right to vote or to determine, in his/her sole discretion, which such representative is entitled to vote.
  2. An general member will have such further rights as are determined by resolution of the Board from time to time.

Fees

  1. The fees for a general member shall be such sum and shall be payable in such time and such manner as determined by resolution of the Board from time to time.

ACCEPTANCE AND REMOVAL OF MEMBERS

Application for Membership

  1. Every application for membership to the Association shall be submitted to the Board for approval. The application for membership shall be made in writing, signed by the applicant and shall be in such form as approved by resolution of the Board from time to time. The application for membership shall include a physical address and a mailing address for the applicant and, at the option of the applicant, an e-mail address, fax number, and/or telephone number for the applicant, for the purposes of providing notice to the applicant and, if applicable, the applicant as a Member, in accordance with section 14.01 herein.
  2. At the next meeting of the Board, after the receipt of any applications and the applicable fee, such applications shall be considered by the Board, and the admission or rejection of such applicants as Members shall be determined by resolution of the Board, in its sole discretion. Upon the acceptance or rejection of an application for membership, the Association shall forthwith give the applicant notice in writing of such acceptance or rejection, but shall not be required to give reasons for the rejection of any applicant.

Member Resignation

  1. A Member may resign from the Association at any time by giving notice in writing to the Association. Such resignation shall take effect at the time such notice is received by the Association unless a later date is specified in the notice and then it shall take effect on that later date.

Member Removal

  1. A Member who has not paid its annual membership fees for a period of one (1) year shall be given written notice by the Association that if it does not pay its outstanding fees within thirty (30) days of receipt of such notice it shall automatically be removed as a Member; and, in the event such Member does not pay its outstanding fees within such thirty (30) days, such Member shall cease to be a Member of the Association.
  2. A Member of any specific class that becomes ineligible to be a member of such specific class, shall, upon discovery of such Member’s ineligibility by the Association, be given written notice by the Association that it is no longer eligible to be a member of that class and it shall be automatically removed as a Member of that class within thirty (30) days of receipt of such notice.
  3. As determined by the Board in its sole discretion:
    • if a Member has not been removed as a Member in the Association in accordance with section 5.04, but has failed to pay its fees on a regular basis;
    • if a Member has not been removed as a Member in the Association in accordance with section 5.05, but is a Member of a specific class for which it is no longer eligible;
    • if a Member fails to comply with any of the provisions of these By-laws or any rules and regulations determined by the Board from time to time;
    • if a Member conducts itself in a manner considered to be injurious or prejudicial to the character or interests of the Association;
    • if a Member is convicted of an indictable offence; or
    • for any other reason the Board considers justifiable in relation to a Member;

the Board shall consider and determine, in its sole discretion, by resolution of the Board, whether such Member should be removed as a Member from the Association. In the event the Board determines that such Member should be removed as a Member of the Association, the Association shall provide such Member written notice of the Board’s decision and, upon giving such notice, such Member shall cease to be a Member of the Association.

REGISTER OF MEMBERS

  1. The Association shall cause a register to be kept in which shall be entered the e-mail addresses, facsimile numbers, and telephone numbers (if provided), and the names, physical addresses, and mailing addresses of all persons admitted to membership of the Association and the dates of their admission.
  2. Particulars shall also be entered into the register of deaths, resignations, removals and reinstatements of membership and any further particulars as the Directors may require from time to time.
  3. The register shall be kept at the Head Office and shall be open for inspection at all reasonable times by any member who previously applies to the Association for such inspection.

MEMBERS MEETINGS

Annual General Meetings

  1. An Annual General Meeting of the Members shall be held within six months following each financial year. Unless otherwise determined by a resolution of the Members, Annual General Meetings shall be held in Canada.
  2. The business to be transacted at every Annual General Meeting shall be:
    • to receive and consider the Board's report, the financial statements of the Association, and the auditor’s reports on such financial statements for the preceding financial year;
    • to appoint the auditor for the Association for the current financial year;
    • to present the nominees for the Board and, if necessary, accept further nominations for the Board;
    • to elect the members of the Board; and
    • such other business as may be properly brought before the meeting.

Special Meetings

The secretary shall convene a special general meeting:

  1. when directed to do so by the Board;
  2. on the requisition in writing signed by not less than one-third of the Directors presently on the Board; or
  3. on the requisition in writing signed by not less than ten percent (10%) of the Members.

Any written requisition shall clearly state the reasons why such special meeting is being convened and the nature of the business to be transacted thereat.

Notice

  1. Meetings of the Members may be held at any time without formal notice if all the Members are present or those absent have signified their consent in writing to the meeting being held in their absence. Notice of any meeting where notice has not been dispensed with, shall be delivered, sent by ordinary mail, sent by e-mail, sent by facsimile or communicated by telephone to each Member at its physical address, mailing address, e-mail address, facsimile number or telephone number thirty-five (35) days prior to such meeting in case of notice by mail and otherwise twenty-one (21) days prior to such meeting, which shall be sufficient notice of any meeting of the Members. In computing such period of days, the day on which such notice is delivered, mailed, sent by e-mail, sent by facsimile or communicated by telephone shall be included, and the day for which notice is given shall be excluded. Notice of any meeting or any irregularity in any meeting or in the notice thereof, may be waived by any Member.
  2. Notice of any meeting of the Members shall indicate the nature of the business which is proposed to be dealt with at the meeting and shall contain sufficient information to permit a Member to make a reasoned judgment on any decision to be taken. Any such notice shall also indicate that a Member may, subject to section 7.15, be represented at the meeting by proxy.
  3. For the purpose of sending notice to any Member for any meeting or otherwise, the physical address, mailing address, e-mail address, facsimile number or telephone number of the Member shall be its last physical address, mailing address, e-mail address, facsimile number or telephone number recorded on the books of the Corporation.

Quorum

Subject to section 7.13(b), the number of Members required to constitute a quorum of a Members meeting shall be:

  1. at least two voting Members in person, by any form of audio conferencing, by any form of audio-video conferencing or by any form of electronic communication; and
  2. the greater of:
    • double the number of directors elected at the previous Annual General Meeting plus one; or
    • five percent (5%) of the voting Members;

either represented in person, by any form of audio conferencing, by any form of audio-video conferencing, by any form of electronic communication or by proxy.

No business shall be transacted at any Members meeting unless quorum is met when the meeting proceeds to business.

Resolutions and Voting

  1. Any decisions made by the Members shall be made by resolution and, subject to these By-laws and the Act, any resolution shall be passed by a majority of votes cast by the Members, each Member being entitled to one vote, at a meeting of the Members. In the case of an equality of votes the chair of the meeting shall have a second or casting vote.
  2. Every resolution submitted to any meeting of Members shall be decided in the first instance by a show of hands unless a person entitled to vote at the meeting has demanded a ballot. On a show of hands, every person present who is a Member or a representative of a Member shall have one vote.
  3. A ballot may be demanded either before or after any vote by show of hands by any person entitled to vote at the meeting. On a vote by ballot, every Member present in person or by proxy or by other duly authorized representative shall have one vote. If at any meeting a ballot is demanded on the election of a chair or on the question of adjournment it shall be taken forthwith without adjournment. If at any meeting a ballot is demanded on any other question, the vote shall be taken by ballot in such manner and either at once, later in the meeting or after adjournment as the chair of the meeting directs. The result of a ballot shall be deemed to be the resolution of the meeting at which the ballot was demanded. A demand for a ballot may be withdrawn.
  4. At any meeting, unless a ballot is demanded, a declaration by the chair of the meeting that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact.

Electronic and Written Resolutions

Subject to the provisions of the Act

  1. a resolution in writing signed by all of the Members entitled to vote on that resolution is as valid as if it had been passed at a duly convened meeting of members;
  2. a meeting of Members may be held or a Member may participate in a meeting of Members by any form of audio conferencing, by any form of audio-video conferencing or by any form of electronic communication or other communication facilities that allow all Members participating in the meeting to simultaneously communicate with each other, provided that all Members present agree to the holding of such meeting with participation by such means; a Member participating in a meeting in accordance with this paragraph shall be deemed to be present at the meeting and (absent his or her express objection) to have so agreed and shall be counted in the quorum therefor and entitled to participate in the meeting and vote thereat; and at any such meeting all votes shall be by poll of those Members participating in the meeting in person or by proxy and a declaration by the chairperson, following a poll, that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact; and
  3. a resolution communicated electronically and consented to by all Members entitled to vote on that resolution by electronic means which are equally accessible to all members is as valid as if it had been passed at a duly convened meeting of Members, and a declaration by the chairperson that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact.

Adjournment

  1. The chair of any meeting may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for sixty (60) days or more, notice of the adjourned meeting shall be given as in the case of an original meeting.

Proxy

Any Member entitled to be present and to vote at any meeting of Members may be represented at such meeting, and vote on any matter properly brought before the meeting, by any person (who need not be a Member) as proxy for the Member, provided that:

  1. a written proxy signed by the Member in a form acceptable to the Secretary; or
  2. an electronic proxy provided by the Member by e-mail or by some other electronic means, in a form and in accordance with procedures approved by the Directors;

is deposited with the Secretary prior to the commencement of the meeting.

Validity of Acts

  1. A meeting of the Members at which a quorum is present shall be competent to exercise all or any of the powers, authorities and discretions by or under these By-laws or by law for the time being vested in or to be exercised by the Members generally.
  2. The accidental omission to give notice to all Members, any irregulatrity in the notice, the non-receipt by any Member of such notice, or any irregularity in the meeting shall not, by itself, invalidate any resolution passed or the proceedings taken at any meeting, and any Member may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat.
  3. All acts, on behalf of the Assocation, by a person or persons elected or appointed by the Members hereunder shall, notwithstanding that it shall afterwards be discovered that there was some defect in such person or persons appointment or election, or that such person or persons were disqualified, be as valid as if every such person was duly appointed, elected, or qualified.

BOARD OF DIRECTORS

First Directors

  • The applicants for incorporation shall become the first Directors of the Association as described in the Letters Patent.

Number of Directors

  • The number of Directors prior to the first Annual General Meeting shall be five (5). The number of Directors for each following year will be determined by a majority vote of the Members of the Association at each Annual General Meeting, provided that there must always be three (3) or more Directors at one time.

Eligibility of Directors

  • A person nominated for election as a Director must be a Member of the Association in Good Standing, at least 18 years of age, an individual, and must have the capacity under law to contract.

Term of Office

  • The first Directors term of office on the Board shall continue until the end of the first Annual General Meeting of the Members. The term of office for the subsequent Directors elected to the Board shall continue until the end of the Annual General Meeting of the Members that follows the Annual General Meeting at which such Directors were elected.

Remuneration of Directors

  • A Director shall not (as such) be entitled to any remuneration for his/her services; provided however, if any Director is called upon to perform extra services for the Association, as determined by the Board, the Association may remunerate him/her for the said services by such sum as may be determined by the Board. A Director is entitled to be reimbursed by the Association for his/her reasonable out-of-pocket expenses in carrying out his/her duties as a Director.

Election of Directors

The election of Directors shall take place in the following manner:

  1. Any Member shall be at liberty to nominate himself/herself or any other Member (the "Nominee") to serve as a Director, provided such Nominee is an individual.
  2. Every nomination shall be in writing and in a form approved by resolution of the Board, and shall include the signature of the Nominee consenting to his/her nomination, as well as the signature of the Member nominating such Nominee, and shall be delivered to the Association at least fourteen days before the Annual General Meeting at which the election is to take place.
  3. A list of the Nominees (in alphabetical order), with the name of the Member nominating each Nominee, shall be availabe to all of the Members, upon request, from the Association.
  4. Balloting lists shall be prepared containing the names of the Nominees (in alphabetical order) and their Country of residence, and each Member present at the annual general meeting shall be entitled to vote for any number of such Nominees not exceeding the number of vacancies.
  5. Should there be an insufficient number of Nominees to fill the vacancies on the Board, the chair of the meeting shall call for nominations from the floor and allow for a suitable time for nominations to be made, however, the restrictions in section 8.06(a) will still apply to such nominations.
  6. If, after calling for nominations as permitted in section 8.06(e), there is still an insufficient number of Nominees to fill the vancancies on the Board, the chair of the meeting shall call for a resolution to be made reducing the number of positions for Directors to the number of Nominees or such lessor number (subject to a mimimum number of three Directors).
  7. Where the number of Nominees is equal to the number of vacancies on the Board, the chair of the meeting will call for a resolution to elect all of the Nominees by proclamation to the Board. In the event such a resolution is unsuccessful, the chair of the meeting shall call for a resolution to be made reducing the number of positions for Directors to be less than the number of Nominees, and upon the success of such resolution voting will proceed by ballot in accordance with section 8.06(d).

Resignations

  1. Any member of the Board may resign from the Board at any time by giving notice in writing to the Association and such resignation shall take effect at the time such notice is received by the Association unless a later date of resignation is specified in the notice and then it shall take effect on that later date.

Removals

Any member of the Board shall be automatically removed as a Director:

  1. if such individual is found to no longer have the legal capacity to act as a Director;
  2. on the death of the Director; or
  3. if, at a special meeting of the Members of the Association, a resolution is passed by three-quarters of the Members present at such meeting to remove such Director.

Casual Vacancies

  1. The continuing members of the Board may act notwithstanding any casual vacancy, but if and so long as their number is reduced below quorum of the Board, the continuing member or members of the Board may only act for the purpose of calling an Annual General Meeting of the Association, but for no other purpose.
  2. In the event of a casual vacancy on the Board prior to the Annual General Meeting, the remaining Directors may appoint, by resolution, additional Directors to the Board; provided that such additional Directors shall not exceed 1/2 of the remaining Directors elected at the previous Annual General Meeting and that such additional Directors are elligible under section 8.03.

POWERS OF THE DIRECTORS

General Management Powers

  1. Subject to any restrictions in these By-laws, imposed by resolution of the Members of the Association at a meeting, or in the Act, the Directors of the Association may administer the affairs of the Association in all things and make or cause to be made for the Association, in its name, any kind of contract which the Association may lawfully enter into and, save as hereinafter provided, generally, may exercise all such other powers and do all such other acts and things as the Association is authorized to exercise and do.

Expenses

  1. The Directors shall have power to authorize expenditures on behalf of the Association from time to time.

Trust Arrangements

  1. The Directors shall have the power to enter into 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 Association in accordance with such terms as the Board may prescribe.

Auditor

  1. The Board may fill a casual vacancy in the office of auditor.

Gifts

  1. The Board shall take such steps as they may deem requisite to enable the Association to acquire, accept, solicit or receive legacies, gifts, grants, settlements, bequests, endowments and donations of any kind whatsoever for the purpose of furthering the objects of the Association.

Agents and Employees

  1. The Board may appoint such agents 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 at the time of such appointment.

Remuneration of Others

  1. Remuneration for the auditor and all officers, agents and employees and committee members shall be fixed by the Board by resolution.

Delegation

To the extent permitted by law, the Board shall have the power to delegate all or any of the powers referred to in sections 2.01, 2.02, and this Article IX, from time to time, by resolution of the Board, to:

  1. any one Director, one or more officers, or any person or persons, as the Board determines; or
  2. any one Director, one or more officers, or any person or persons, as the Board determines, upon e-mail confirmation, or some other electronic confirmation (including electronic signature), by another person who is either the President, Treasurer, or a Director, from an e-mail address (in the case of e-mail confirmation) or in such other manner or method (in the case of some other electronic confirmation) as specified in such resolution.

In relation to section 9.08(b), any third party accepting such e-mail confirmation or other electronic confirmation as presented by one such Director, officer, or person, along with the specified resolution permitting such confirmation, shall be under no obligation to confirm the authenticity of such confirmation provided such confirmation is in the form prescribed in such specified resolution.

MEETINGS OF DIRECTORS

Convening Meeting

  1. The President alone may, or at the request of not less than one-third of the Board the Secretary shall, requisition a meeting of the Board, which requisition shall clearly state the reasons why such meeting is being convened and the nature of the business to be transacted thereat. Subject to section 10.06(a), the Board shall meet in person, by any form of audio conferencing, by any form of audio-video conferencing, or by any form of electronic communication, at least 3 times per year.

Notice

  1. Meetings of the Directors may be held at any time without formal notice if all the Directors are present or those absent have signified their consent in writing to the meeting being held in their absence. Notice of any meeting where notice has not been dispensed with, shall be delivered, sent by ordinary mail, sent by e-mail, sent by facsimile or communicated by telephone to each Director at its physical address, mailing address, e-mail address, facsimile number or telephone number twenty-one (21) days prior to such meeting in case of notice by mail and otherwise seven (7) days prior to such meeting, which shall be sufficient notice of any meeting of the Directors. In computing such period of days, the day on which such notice is delivered, mailed, sent by e-mail, sent by facsimile or communicated by telephone shall be included, and the day for which notice is given shall be excluded. Notice of any meeting or any irregularity in any meeting or in the notice thereof, may be waived by any Director. The Directors may by resolution appoint a regular time and place for meetings, and no further or other notice of such time and place other than the entry of such resolution upon the minutes of the meeting at which it was passed shall be necessary. Immediately upon the conclusion of the Annual General Meeting a meeting of the Directors to, among other business, appoint officers as described in Article XI, shall be held and no notice of such meeting shall be necessary.
  2. For the purpose of sending notice to any Director for any meeting or otherwise, the physical address, mailing address, e-mail address, facsimile number or telephone number of the Director shall be its last physical address, mailing address, e-mail, facsimile number or telephone number recorded on the books of the Corporation.

Quorum

  1. Subject to section 10.06(a), a majority of the current Directors, but no less than three (3) Directors, in person, by any form of audio conferencing, by any form of audio-video conferencing, or by any form of electronic communication, from time to time, shall consitute a quorum for meetings of the Board.

Resolutions of the Board

  1. Any decisions made by the Board shall be made by resolution and, subject to these By-laws, any resolution shall be passed by a majority of votes cast by the Directors, each Director being entitled to one vote, at a meeting of the Board.

Electronic Resolutions

Subject to the other provisions of these By-laws and the Act:

  1. a meeting of the Board may be held or a director may participate in a meeting of the Board by any form of audio conferencing, by any form of audio-video conferencing or by any form of electronic communication or other communication facilities that allow all directors participating in the meeting to simultaneously communicate with each other, provided that all directors present agree to the holding of such meeting with participation by such means; a director participating in a meeting in accordance with this paragraph shall be deemed to be present at the meeting and (absent his or her express objection) to have so agreed and shall be counted in the quorum therefore and be entitled to participate in the meeting and vote thereat; and at any such meeting all votes shall be by poll of those directors participating in the meeting and a declaration by the chairperson, following a poll, that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact; and
  2. a resolution communicated electronically and consented to by all directors entitled to vote on that resolution by electronic means which are equally accessible to all directors is as valid as if it had been passed at a duly convened meeting of directors and a declaration by the chairperson that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact.

Conflict of Interest

  1. Subject to section 10.08, no Director shall be disqualified from his office by, or vacate his office by reason of, holding any office or place of profit under or through the Association or by reason of being otherwise in any way directly or indirectly interested or contracting with the Association either as vendor, purchaser, supplier of goods or services, or otherwise or being concerned in any contract or arrangement made or proposed to be entered into with the Association in which he is in any way directly or indirectly interested either as vendor, purchaser, supplier of goods or services, or otherwise, nor shall any Director be liable to account to the Association or any of its Members for any profit arising from any such office or place of profit, and no contract or arrangement entered into by or on behalf of the Association in which any Director shall be in any way directly or indirectly interested shall be void or voidable and no Director shall be liable to account to the Association or any of its Members for any profit realized by or from any such contract or arrangement by reason of any fiduciary relationship.
  2. If a Director has a material interest, directly or indirectly, in any material contract or material transaction or material proposed contract or material proposed transaction with the Association, such Director shall:
    1. disclose such interest to the Board; and
    2. not be permitted to vote, and shall not vote, on such contract or matter or proposed contract or matter, or any matter arising therefrom.

Validity of Acts

  1. A meeting of the Board at which a quorum is present shall be competent to exercise all or any of the powers, authorities and discretions by or under these By-laws or by law for the time being vested in or to be exercised by the Board generally.
  2. The Board may regulate its proceedings as it deems appropriate and shall it be discovered afterwards that there was some defect in such regulation the acts of the Board shall be as valid as if such proper procedures where taken in relation to such acts.
  3. All acts, on behalf of the Association, of any person or persons to whom authority is delegated by the Board hereunder shall, notwithstanding that it shall afterwards by discovered that there was some defect in such person or persons appointment, or that such person or persons were disqualified, be as valid as if every such person or persons were duly appointed or qualified.

OFFICERS

Appointment

  1. The officers of the Association shall be appointed by the Board and shall consist of a President, Chief Executive Officer, Secretary, Treasurer, and Chair, and such other officers and assistant officers as the Board may from time to time appoint. With the exception of the Chair, any person may fill one of the above offices. One of the Directors must be appointed the Chair. Any person may also hold more than one office. The persons holding such offices, besides having such powers and fulfilling such duties as are delegated to them by this By-law and by the Board, shall have such powers as are usually exercised by the holders of such offices.

President and Chief Executive Officer

Unless otherwise determined by the Board, the President of the Association shall also be the Chief Executive Officer of the Association and, without limitation, but subject to the direction of the Board, Article II, and section 9.08, shall have power to:

  1. supervise and control the business and affairs of the Association, its officers, employees and agents;
  2. execute bonds, deeds and contracts in the name of the Association and affix the seal thereto;
  3. cause the employment or appointment of such employees and agents of the Association as the proper conduct of operations may require and fix their remuneration and emoluments, subject to the provisions of these By-laws;
  4. remove or suspend any employee or agent who has been employed or appointed under his authority or under authority of an officer subordinate to him/her; and

suspend for cause, pending final action by the Board, any officer subordinate to the President. In the event of any officer being suspended from his duties by the President pursuant to this By-law, the President shall immediately summon a meeting of the Board for the soonest available date in order to review the matters involved in such suspension, and to confirm or disallow the action of the President.

Secretary

The Secretary shall:

  1. attend and be the secretary of all meetings of the Board, Members and committees and shall enter or cause to be entered in records kept for that purpose, minutes of all proceedings thereat;
  2. give or cause to be given, as and when instructed, all notices to Members, Directors, officers, auditors and members of committees of the Board;
  3. be the custodian of the corporate seal of the Association and of all books, papers, records, documents and instruments belonging to the Association, except when some other officer or agent has been appointed for that purpose; and
  4. have such other powers and duties as the Board or the President may specify.

Treasurer

The Treasurer shall:

  1. keep proper accounting records for the Association;
  2. be responsible for the deposit of money, the safekeeping of securities and the disbursement of the funds of the Association as may be directed by proper authority;
  3. render to the Board whenever required an account of all transactions; and
  4. have such other powers and duties as the Board or the President may specify.

Chairperson

  1. The Chairperson shall advise the President and the other officers of the Association and shall exercise such powers and perform such duties as shall be assigned to the Chairperson from time to time by the Board. Further, the Chairperson shall preside at all meetings of the Board and all meetings of the Members at which s/he is present. If the Chairperson is not present at any meeting, the Directors (in the case of a Directors meeting) or Members (in the case of a Members meeting) present shall choose one of the Directors to be chair of such meeting. If the Chair and all Directors are not present at a meeting of the Members, or if all the Directors present decline to take the chair, the Members present shall choose one of such Members to be chair of the meeting.

 

Other Officers

  1. The Board may, if it deems appropriate, appoint Vice-Presidents. Each Vice-President shall assist the President and shall have such powers and perform such duties and services as shall from time to time be prescribed or delegated to him by the President or the Board. In the absence or disability of the President, his/her duties shall be performed and his/her powers may be exercised by the Vice-Presidents in order of their seniority, unless otherwise determined by the President or the Board.
  2. Other officers of the Association may be appointed by the Board from time to time as the Board determines appropriate. Such officers shall have all functions, powers and responsibilities that may be delegated to them by the Board, and, subject to the discretion of the Board, which are customarily exercised by the holders of such offices.

Substitute Officers

  1. The Directors may appoint a temporary substitute for any officer who shall, for the purposes of the By-laws, be deemed to be the officer whose position he occupies.

Remuneration

  1. The Directors shall have the power to fix and from time to time to vary the salaries and emoluments of the officers.

Tenure of Office

  1. The Directors shall have the power to fix and from time to time vary the period for which any officer is to hold office and may at any time, notwithstanding any previous determination, remove any officer from his office and appoint another person in his place, but without prejudice to the rights of such officer against the Association.

COMMITTEES

Appointment of a Committee

  1. The Board may delegate any of its powers to one or more committees consisting of such Members of the Association as the Board appoints. Any committee so formed shall, in the exercise of the powers so delegated, conform to these By-laws and any regulations that may be imposed on it by the Board.
  2. The Board may, but shall not be required, to appoint Members or other persons to represent the Association in any Country, and to delegate to them such powers and authorities as the Board may determine.

Convening Meetings

  1. A committee may meet and adjourn as determined by resolution of the Board or, if no such resolution has been made, as such committee determines proper.

Chair

  1. A committee may appoint a chair of its meetings. If no such chair is appointed or present for the meeting, the committee members present may chose one of their number to be chair of the meeting.

Quorum

  1. Subject to section 12.06(a), a majority of committee members of any committee, from time to time, present in person, by any form of audio conferencing, by any form of audio-video conferencing or by any form of electronic communication, shall consitute a quorum for meetings of such committee.

Electronic Resolutions

Subject to the other provisions of these By-laws and the Act:

  1. a meeting of the Committee may be held or a Committee Member may participate in a meeting of Committee by any form of audio conferencing, by any form of audio-video conferencing or by any form of electronic communication or other communication facilities that allow all Committee Members participating in the meeting to simultaneously communicate with each other and the proceedings of the meeting, provided that all Committee Members present agree to the holding of such meeting or the participation by such means; a Committee Member participating in a meeting in accordance with this paragraph shall be deemed to be present at the meeting and (absent his or her express objection) to have so agreed and shall be counted in the quorum therefore and be entitled to participate in the meeting and vote thereat; and at any such meeting all votes shall be by poll of those Committee Members participating in the meeting and a declaration by the chairperson, following a poll, that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact; and
  2. a resolution communicated electronically and consented to by all Committee Members entitled to vote on that resolution by electronic means which are equally accessible to all Committee Members is as valid as if it had been passed at a duly convened meeting of Committee Members and a declaration by the chairperson that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact.

Resolutions of a Committee

  1. Any decisions made by any committee shall be made by resolution and, subject to these By-laws, any resolution shall be passed by a majority of votes cast by the committee members, each committee member being entitled to one vote.

Conflict of Interest

  1. Subject to section 12.09, no committee member shall be disqualified from his office by, or vacate his office by reason of, holding any office or place of profit under or through the Association or by reason of being otherwise in any way directly or indirectly interested or contracting with the Association either as vendor, purchaser, supplier of goods or services, or otherwise or being concerned in any contract or arrangement made or proposed to be entered into with the Association in which he is in any way directly or indirectly interested either as vendor, purchaser, supplier of goods or services, or otherwise, nor shall any committee member be liable to account to the Association or any of its Members for any profit arising from any such office or place of profit, and no contract or arrangement entered into by or on behalf of the Association in which any such committee member shall be in any way directly or indirectly interested shall be void or voidable and no committee member shall be liable to account to the Association or any of its Members for any profit realized by or from any such contract or arrangement by reason of any fiduciary relationship.
  2. If a committee member has a material interest, directly or indirectly, in any material contract or material transaction or material proposed contract or material proposed transaction with the Association, such committee member shall:
    1. disclose such interest to the Board and the committtee of which he is a member; and
    2. not be permitted to vote, and shall not vote, on such contract or matter or proposed contract or matter, or any matter arising therefrom.

Validity of Acts

  1. A meeting of any committee at which a quorum is present shall be competent to exercise all or any of the powers, authorities and discretions vested in or to be exercised by the such committee generally.
  2. Any committee may regulate its proceedings as it deems appropriate and shall it be discovered afterwards that there was some defect in such regulation the acts of the committee shall be as valid as if such proper procedures where taken in relation to such acts.
  3. All acts, on behalf of the Association, by any meeting of any committee or by any person acting as a member of any committee shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of such committee or any such member of such committee or that any members of such committee were disqualified, be as valid as if such committee and every such member of such committeee had been duly appointed and every such member of such committee was qualified to be a member of such committee.

Remuneration

  1. The Directors shall have the power to fix and from time to time to vary the salaries and emoluments of the members of any committee.

Tenure of Office

  1. Any committee members shall hold their offices at the will of the Board.

LIABILITY AND INDEMNIFICATION

Directors and Officers Not Liable

Except as otherwise provided by law, no Director, officer, or committee member for the time being of the Association shall be liable for:

  1. the acts, receipts, neglects or defaults of any other Director, officer, committee member or employee or for joining in any receipt or act for conformity;
  2. any loss, damage or expense happening to the Association through the insufficiency or deficiency of title to any property acquired by the Association or for or on behalf of the Association;
  3. the insufficiency or deficiency of any security in or upon which any of the moneys of or belonging to the Association shall be placed or invested;
  4. any loss or damage arising from the bankruptcy, insolvency or tortious act of any person, firm or corporation including any person, firm or corporation with whom or which any moneys, securities or effects shall be lodged or deposited;
  5. any loss, conversion, misapplication or misappropriation of or any damage resulting from any dealings with any moneys, securities or other assets belonging to the Association; or
  6. any other loss, damage or misfortune whatever which may happen in the execution of the duties of his respective office or trust or in relation thereto;

unless the same shall happen by or through her/his failure to exercise the powers and to discharge the duties of her/his office honestly and in good faith with a view to the best interests of the Association and in connection therewith to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

The Directors for the time being of the Association shall not be under any duty or responsibility in respect of any contract, act or transaction whether or not made, done or entered into in the name or on behalf of the Association, except such as shall have been submitted to and authorized or approved by the Board. If any Director, officer or committee member of the

Association shall be employed by or shall perform services for the Association otherwise than as a director, officer or committee member or shall be a member of a firm or a shareholder, director, officer or employee of a company which is employed by or performs services for the Association, the fact of his being a director, officer or committee member of the Association shall not disentitle such director, officer or committee member, or such firm or company, as the case may be, from receiving proper remuneration for such services.

Third Party and Derivative Actions

  1. The Association shall indemnify and save harmless any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (including an action by or in right of the Association), by reason of the fact that he is or was a director, officer, committee member, fiduciary, employee or agent of the Association, or is or was serving at the request of the Association as a director, officer, committee member, fiduciary, employee or agent of another corporation, firm, partnership, joint venture, trust or other enterprise, against expenses (including legal fees on a solicitor and his own client full indemnity basis), judgments, fines and amounts paid or necessarily incurred, in settlement or otherwise, by him in connection with such action, suit or proceeding, provided that such person meets the applicable standard of conduct, as set forth in section 13.04, and does not fall under any of the instances set forth in section 13.05 for which indemnification is prohibited. Such indemnification shall not be deemed exclusive of any other rights to which the director, officer, committee member, agent, fiduciary, employee or other person serving at the Association's request is entitled to by law or under any agreement or otherwise.

Standards of Conduct

  1. Except as provided in section 13.05, the Association shall indemnify and save harmless any person listed in section 13.03 if (i) such person conducted himself honestly in good faith and exercised the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances, (ii) such person reasonably believed (A) in the case of a Director acting in his official capacity, that his conduct was in the best interests of the Association, or (B) in all other cases, that such person's conduct was at least not opposed to the best interests of the Association, and (iii) in the case of any criminal proceeding, such person had no reasonable cause to believe his conduct was unlawful. For purposes of determining the applicable standard of conduct under this section 13.04, any person acting in his official capacity who is also a Director of the Association shall be held to the standard of conduct set forth in subsection (ii)(A), even if such party is sued solely in a capacity other than as such Director.

Indemnification Prohibited

  1. Except as hereinafter set forth in this section 13.05, the Association shall not indemnify a person under this Article either (i) in connection with any action, suit or proceeding in which the person is or has been adjudged liable for gross negligence or wilful misconduct in the performance of the person's duty to the Association or (ii) in connection with any action, suit or proceeding charging improper personal benefit to the person, whether or not involving action in the person's official capacity, in which the person was adjudged liable on the basis that personal benefit was improperly received by the person (even if the Association was not thereby damaged). Notwithstanding the foregoing, the Association shall indemnify any such person if and to the extent required by the Court conducting the action, suit or proceeding, or any other Court of competent jurisdiction to which the person has applied, if it is determined by such Court, upon application by the person, that despite the adjudication of liability in the circumstances in subsections (i) and (ii) of this section 13.05 or whether or not the person met the applicable standard of conduct set forth in section 13.04, and in view of all relevant circumstances, the person is fairly and reasonably entitled to indemnification for such expenses as the Court deems proper.

Determination

  1. Any indemnification under section 13.03 (unless otherwise provided herein or ordered by a Court) shall be made by the Association only as authorized in the specific case upon a determination that indemnification of the director, officer, committee member, employee, fiduciary, agent or person serving at the Association's request is proper in the circumstances because he has met the applicable standard of conduct set forth in section 13.04. Such determination shall be made (a) by the Board by a majority vote of a quorum consisting of Directors who were not parties to such action, suit or proceeding, or (b) if a majority of the disinterested Directors so directs, based upon a written opinion of independent legal counsel, or (c) by the affirmative vote of the majority of the Members entitled to vote and be represented at a meeting called for such purpose. However, if and to the extent that a director, officer, committee member, employee, fiduciary or agent of the Association, or person serving at the Association's request has been successful on the merits or otherwise in defence of any action, suit or proceeding referred to in section 13.03, or in defence of any claim, issue or matter therein, he shall automatically be indemnified against expenses (including legal fees on a solicitor and his own client full indemnity basis) actually and necessarily incurred by him in connection therewith without the necessity of any such determination that he has met the applicable standard of conduct set forth in section 13.04.

Payment in Advance

  1. Expenses incurred in defending any such action, suit or proceeding may be paid by the Association in advance of the final disposition of such action, suit or proceeding as authorized by the Board in the manner provided in section 13.06, upon receipt of a written affirmation under oath by the director, officer, committee member, employee, fiduciary, agent or person serving at the Association's request that such person has met the standard of conduct outlined in section 13.04 and a written undertaking that such person will repay such amount if and when it should ultimately be determined that he is not entitled to be indemnified by the Association pursuant to this Article.

Insurance

  1. The Board may exercise the Association's power to purchase and maintain insurance on behalf of any person who is or was a director, officer, committee member, employee, fiduciary or agent of the Association, or is or was serving at the request of the Association as a director, officer, committee member, employee, fiduciary or agent, of another corporation, firm, partnership, joint venture, trust or other enterprise, against any liability asserted against her/him and incurred by her/him in any such capacity, or arising out of her/his status as such, whether or not the Association would have the power to indemnify her/him against such liability hereunder or otherwise.

Other Coverage

  1. The indemnification provided by this Article shall not be deemed exclusive of any other rights to which persons seeking indemnification may be entitled, both as to action in her/his official capacity or as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, fiduciary, agent or person serving at the Association's request, and shall enure to the benefit of the respective heirs and personal representatives of such persons.

GENERAL

Notice

  1. Any notice or other communication required to be given hereunder, or pursuant to any rules and regulations enacted pursuant to section 14.04 herein, shall be validly given to the Association or the Board at the Head Office and to the Members, Directors, or committee members at the last physicial address, mailing address, e-mail address, facsimile number or telephone number of each on the records of the Association. Any notice personally delivered to the physicial address, sent by e-mail to the e-mail address, transmitted by facsimile to the facsimile number, or provided over the phone before 4:30 p.m. local time at the place of delivery on a day other than a Saturday, Sunday, or statutory holiday at the place of delivery ("Business Day") shall be deemed to have been received and given on the day of delivery and any notice personally delivered to the physical address, sent by e-mail to the e-mail address, transmitted by facsimile to the facsimile number, or provided over the phone after 4:30 p.m. local time at the place of delivery on a Business Day shall be deemed to have been received and given on the next following Business Day. Any notice mailed to the mailing address shall be deemed to have been received and given 15 clear days after the day it is mailed to the mailing address, unless there is a postal strike or other disruption affecting mail delivery, in which event the notice shall be deemed to have been received and given when it is actually received. In the event of notice of failure ("Failure Notice") of an attempt to provide notice by any one of e-mail, facsimilie, or telephone, the sender shall use reasonable efforts to provide notice by all such methods (for clarity, the sender does not need to try and provide notice by personal delivery to the physicial address or by mailing to the mail address in these circumstances) to the extent an e-mail address, facsimilie number, or telephone number has been provided by the recipient and, provided that the sender has used such reasonable efforts, notice shall be deemed to have been received and given as provided for herein, notwithstanding any such Failure Notices.

Minutes of Members Meetings

  1. The minutes of the meetings of the Members shall available for inspection, upon written notice to the Association, at all reasonable times by any Member. For the purposes of ensuring the accuracy of the recording of such minutes, the minutes of every meeting of the Members of the Association shall be signed by the Chair of that meeting verifying their accuracy.

Minutes of Directors Meetings and Committee Meetings

  1. The minutes of the Board meetings and any minutes of any committee meetings shall not be available to the Members but shall be available to the Board, upon request. For the purposes of ensuring the accuracy of the recording of such minutes, the minutes of every meeting of the Board or of any committee shall be signed by the Chair of that meeting verifying their accuracy.

Rules and Regulations

  1. The Board may from time to time make, amend or repeal such rules and regulations, not inconsistent with these By-laws, relating to the management and operation of the Association as they deem expedient, provided that such rules and regulations shall have force and effect only until the next annual meeting of the Members when they shall be confirmed, and failing such confirmation at such annual meeting of the Members, shall at and from that time cease to have any force and effect.

Amendment of By-laws

  1. The By-laws of the Association may be enacted, repealed or amended by a resolution passed by a majority of the Directors at a meeting of the Board, or by a petition signed by twenty percent (20%) of the Members in Good Standing, and, in either case, sanctioned by a resolution of the Members passed by at least two-thirds (2/3) of the Members at a meeting duly called for the purpose of considering the said resolution; provided that the enactment, repeal or amendment of the By-law shall not be enforced or acted upon until the approval of the Minister of Industry has been obtained in accordance with the Act.

Funds and Accounts

  1. As soon as practicable after the end of each financial year the treasurer shall cause to be prepared a statement containing particulars of:
    1. the income and expenditure for the financial year of the Association just ended; and
    2. the assets and liabilities and of all mortgages, charges and securities affecting the property of the Association at the close of that year.
  2. All such statements shall be examined by the auditor who shall present his/her report upon such audit to the secretary prior to the holding of the annual general meeting next following the financial year in respect of which such audit was made.
  3. The income and property of the Association whencesoever derived shall be used and applied solely in promotion of its Objects and in the exercise of its powers as set out herein and no portion thereof shall be distributed, paid or transferred directly or indirectly by way of dividend, bonus or otherwise by way of profit to or amongst the Members; provided that nothing herein contained shall prevent the payment in good faith of interest to any Member in respect of moneys advanced by it to the Association or otherwise owing by the Association to it or of remuneration to any officers or servants of the Association or to any Member or other person in return for any services actually rendered to the Association provided further that nothing herein contained shall be construed so as to prevent the payment or repayment to any Member of out of pocket expenses, money lent, reasonable and proper charges for goods hired by the Association or reasonable and proper rent for premises demised or let to the Association.

Books and Records

  1. Proper books and accounts shall be kept and maintained either in written or printed form in the English language showing correctly the financial affairs of the Association and particulars usually shown in books of a like nature.
  2. The Board shall provide for the safe custody of the books, records, documents, instruments of title and securities of the Association required by the By-laws of the Association or by any applicable statute or law are regularly and properly kept.

Financial Year

  1. The financial year of the Association shall close on the 31st of December in each year, unless otherwise determined by the Board.


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