A bylaw relating generally to the conduct of the affairs of:
TRAVEL MEDIA ASSOCIATION OF CANADA
ASSOCIATION DES MÉDIAS DU VOYAGE DU CANADA
(Hereinafter called the "Association")
1.1 In this Bylaw and all other Bylaws unless the context otherwise specifies or requires:
2.1 In the interpretation of this Bylaw, words in the singular include the plural and vice-versa, words in one gender include all genders, and "person" includes an individual, body corporate, partnership, trust and unincorporated organization.
2.2 Other than as specified above, words and expressions defined in the Act have the same meanings when used in these Bylaws.
2.3 If any of the provisions contained in the Bylaws are inconsistent with those contained in the articles or the Act, the provisions contained in the Articles or the Act, as the case may be, shall prevail.
3.1 The Board may adopt, amend, or repeal by resolution such Operating Policies that are not inconsistent with the Bylaws of the Association relating to such matters as terms of reference of committees, duties of Officers, Board code of conduct and conflict of interest as well as procedural and other requirements relating to the Bylaws as the Board may deem appropriate from time to time. Any Operating Policy adopted by the Board will continue to have force and effect until amended, repealed, or replaced by a subsequent resolution of the Board.
4.1 There shall be one (1) class of Members in the Association. Membership in the Association shall be available to individuals engaged in the travel media industry and that wish to further the purposes of the Association. Membership in the Association shall be subject to approval by the Board. Membership shall be divided into categories of membership for the purpose of assessing applicable membership dues, as more particularly described in the Association's Operating Policies. Each Member shall have one (1) vote at meetings of the Members of the Association.
4.2 Membership categories shall be Media and Industry and any other categories falling within the conditions of membership above as may be determined by the Board in the Operating Policies of the Association:
(a) The Media category shall be limited to individuals who earn income by writing or producing travel related media, and are able to demonstrate upon application, and at regular intervals thereafter, that he or she meets or exceeds such minimum standards for the production of professional travel material as may be determined by the Board from time to time and outlined in Operating Policies.
(b) The Industry category shall be limited to those individuals representing companies or organizations that provide services to the Canadian travel industry and have a vested interest in travel or travel related activities.
Membership categories shall have the privileges and pay the membership fee set out in the Operating Policies.
4.3 The membership year shall end on December 31st of each year and the annual membership fee shall be due on January 1st of each year. Each Member shall be invoiced annually for the membership fee, which shall be payable within 30 days after the beginning of the membership year.
4.4 A Member shall have the right to inspect the Association’s official records of membership at a reasonable time and place within one week of a submission of such request to the President of the Association.
4.5 The Board may suspend or remove any Member from the Association for any one or more of the following grounds:
(a) violating any provision of the Articles, Bylaws, Code of Professional Conduct, or other Operating Policies of the Association; and/or
(b) carrying out any conduct which may be detrimental to the Association as determined by the Board in its sole discretion.
The process for suspension or removal of a Member from the Association is set out in the Association’s Code of Professional Conduct.
4.6 A membership in the Association is terminated when:
(a) the Member dies, or, in the case of a Member that is a corporation, the corporation is dissolved;
(b) a Member fails to maintain any qualifications for membership described in sections 4.1 and 4.2;
(c) the Member resigns by delivering a written resignation to the President of the Association in which case such resignation shall be effective on the date specified in the resignation or the date received;
(d) the Member is expelled in accordance with section 4.5;
(e) the Member's term of membership expires, if any; or
(f) the Association is liquidated or dissolved under the Act.
4.6.1 Subject to the Articles, upon any termination of membership, the rights of the Member, including any rights in the property of the Association, automatically cease to exist.
5.1 An annual meeting of Members shall be held at such time in each year, as the Board may from time to time determine, provided that the annual meeting must be held not later than fifteen (15) months after holding the preceding annual meeting and no later than six (6) months after the end of the Association’s preceding fiscal year. The annual meeting shall be held for the purpose of considering the financial statements and reports of the Association required by the Act to be presented at the meeting, electing Directors, appointing the public accountant and transacting such other business as may properly be brought before the meeting or is required under the Act.
5.2 The Board may at any time call a special meeting of Members for the transaction of any business which may properly be brought before the Members. On written requisition by Members carrying not less than five percent (5%) of the votes that may be cast at a meeting of Members sought to be held, the Board shall call a special meeting of Members, unless the exceptions in the Act are met. If the Directors do not call a meeting within twenty-one (21) days of receiving the requisition, any Member who signed the requisition may call the meeting.
5.3 Subject to compliance with section 159 (Place of Members' Meetings) of the Act, meetings of the Members may be held at any place within Canada determined by the Board or, if all of the Members entitled to vote at such meeting so agree, outside Canada.
5.4 All business transacted at a special meeting of Members and all business transacted at an annual meeting of Members, except consideration of the financial statements, public accountant’s report, election of Directors and re-appointment of the incumbent public accountant, is special business.
5.5 In accordance with and subject to the Act, notice of the time and place of a meeting of Members shall be given to each Member entitled to vote at the meeting by the following means:
(a) by mail, courier or personal delivery to each Member entitled to vote at the meeting, during a period of 21 to 60 days before the day on which the meeting is to be held; or
(b) by telephonic, electronic or other communication facility to each Member entitled to vote at the meeting, during a period of 21 to 35 days before the day on which the meeting is to be held.
Where the Association provides notice electronically, as referred to in section 5.5(b), and if a Member requests that notice be given by non-electronic means, the Corporation shall give notice of the meeting to the Member so requesting in the manner set out in section 5.5(a).
Notice of a meeting of Members shall also be given to each Director and to the public accountant of the Association during a period of 21 to 60 days before the day on which the meeting is to be held. Notice of any meeting of Members at which special business is to be transacted shall state the nature of that business in sufficient detail to permit the Member to form a reasoned judgment on the business and provide the text of any Special Resolution or Bylaw to be submitted to the meeting. The Directors may fix a record date for determination of Members entitled to receive notice of any meeting of Members in accordance with the requirements of section 161 of the Act.
Subject to the Act, a notice of meeting of Members provided by the Association shall include any Proposal submitted to the Association under section 5.18.
5.6 A Member and any other person entitled to attend a meeting of Members may in any manner and at any time waive notice of a meeting of Members, and attendance of any such person at a meeting of Members is a waiver of notice of the meeting, except where such person attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.
5.7 Subject to the Act, a quorum at any meeting of the Members shall be twenty- five (25) Members. If a quorum is present at the opening of a meeting of Members, the Members present may proceed with the business of the meeting even if a quorum is not present throughout the meeting. For the purpose of determining quorum, a Member may be present in person, by proxy or by telephonic and/or by other electronic means.
5.8 A Members meeting may be held by telephonic or electronic means in accordance with the Act as follows:
(a) Any person entitled to attend a meeting of Members may participate in the meeting by means of such telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting, if the Association makes available such a communication facility and the meeting complies with the requirements in the Act and the Regulations. A person participating in a meeting by such means is deemed to be present at the meeting.
(b) Notwithstanding clause (a), if the Directors or Members of the Association call a meeting of Members, those Directors or Members, as the case may be, may determine that the meeting be held, in accordance with the Act and the Regulations, entirely by means of a
telephonic, electronic or other communication facility that permits all participants to
communicate adequately with each other during the meeting.
(c) Any person participating in a meeting of Members by means of a telephonic, electronic or other communication facility and entitled to vote at such meeting, may vote using the communication facility that the Association has made available for that purpose. When a vote is to be taken at a meeting of Members, the voting may be carried out by means of a telephonic, electronic or other communication facility only if that facility enables the votes to be gathered in a manner that permits their subsequent verification; and permits the tallied votes to be presented to the Association without it being possible for the Association to identify how each Member voted.
5.9 A Member entitled to vote at a meeting of Members may vote by mailed-in ballot or may vote by means of a telephonic, electronic or other communication facility if the Corporation has prescribed by Operating Policies the procedures for collecting, counting, and reporting the results of any vote that enables the votes to be gathered in a manner that permits their subsequent verification, and permits the tallied votes to be presented to the Corporation without it being possible for the Corporation to identify how each Member voted.
5.10 Every Member entitled to vote at a meeting of Members may appoint a proxyholder, or one or more alternate proxyholders, who need not be Members, to attend and act at the meeting in the manner and to the extent authorized by the proxy and with the authority conferred by it subject to the following:
(a) a proxy is valid only at the meeting in respect of which it is given or at a continuation of the meeting after an adjournment;
(b) a Member may revoke a proxy by depositing an instrument in writing executed by the Member in accordance with the Regulations;
(c) a proxyholder or an alternate proxyholder has the same rights as the Member by whom they were appointed, including the right to speak at a meeting of Members in respect of any matter, to vote by way of ballot at the meeting, to demand a ballot at the meeting and,
except where a proxyholder or alternate proxyholder has conflicting instructions from more than one Member, to vote at the meeting by way of a show of hands;
(d) a proxy shall be in writing, executed by the Member or such Member’s attorney and shall conform with the requirements of the Regulations; and
(e) votes by proxy shall be collected, counted and reported in such manner as the chair of the meeting directs.
5.11 At any meeting of Members every question shall, unless otherwise provided by the Articles or Bylaws or by the Act, be determined by a majority of the votes cast on the questions. In case of an equality of votes either on a show of hands or on a ballot or on the results of electronic voting, the chair of the meeting in addition to an original vote shall not have a second vote.
5.12 Subject to the provisions of the Act, at all meetings of Members every question shall be decided by a show of hands unless a ballot thereon be required by the person chairing the meeting or be demanded by a Member or proxy holder present and entitled to vote. After a show of hands has been taken upon any question, the person chairing the meeting or any Member or proxy holder present and entitled to vote may demand a ballot thereon. Whenever a vote by show of hands shall have been taken upon a question, unless a ballot thereon be so required or demanded, a declaration by the person chairing the meeting that the vote upon the question has been carried or carried by a particular majority or not carried and an entry to that effect in the minutes of the meeting shall be prima facie evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the question. The result of the vote so taken and declared shall be the decision of the Association on the question. A demand for a ballot may be withdrawn at any time prior to the taking of the ballot.
5.13 If a ballot is required by the person chairing the meeting or is demanded and the demand is not withdrawn, a ballot upon the question shall be taken in such manner as the person chairing the meeting may direct.
5.14 At each meeting of Members, one or more scrutineers may be appointed by a resolution of the meeting or by the person chairing the meeting with the consent of the meeting to serve at the meeting. Such scrutineers need not be Members of the Association.
5.15 The chair of any meeting of Members may with the consent of the meeting adjourn the same from time to time to a fixed time and place and no notice of such adjournment need be given to the Members provided that the meeting of Members is adjourned for less than thirty-one (31) days. If a meeting of Members is adjourned by one or more adjournments for an aggregate of more than thirty (30) days, notice of the adjourned meeting shall be in the manner as if it is an original
meeting. Any business may be brought before or dealt with at any adjourned meeting which might have been brought before or dealt with at the original meeting in accordance with the notice calling the same.
5.16 The only persons entitled to be present at a meeting of Members shall be those entitled to vote at the meeting, the Directors, the Officers and the public accountant of the Association and such other persons who are entitled or required under any provision of the Act, Articles or Bylaws of the Association to be present at the meeting. Any other person may be admitted only on the invitation of the chair of the meeting or by resolution of the Members.
5.17 The chair of Members’ meetings shall be the President or a Vice-President if the President is absent or unable to act. In the event that the President and both Vice-Presidents are absent or unable to act, the Members who are present and entitled to vote at the meeting shall choose one of their number to chair the meeting.
5.18 Subject to compliance with section 163 of the Act, a Member entitled to vote at an annual meeting may submit to the Corporation notice of any matter that the Member proposes to raise at the annual meeting (a “Proposal”). Any such Proposal may include nominations for the election of Directors if the Proposal is signed by not less than five per cent (5%) of the Members entitled to vote at the meeting. Subject to the Act, the Association shall include the Proposal in the notice of meeting and if so requested by the Member, shall also include a statement by the Member in support of the Proposal and the name and address of the Member. The Member who submitted the Proposal shall pay the cost of including the Proposal and any statement in the notice of meeting at which the Proposal is to be presented unless otherwise provided by Ordinary Resolution of the Members present at the meeting.
5.19 A resolution in writing and signed by all of the Members entitled to vote on that resolution at a meeting of Members is as valid as if it had been passed at a meeting of the Members, unless a written statement is submitted to the Association by a Director or by the public accountant in relation to their resignation, removal or replacement. A copy of every resolution of the Members shall be kept with the minutes of meetings of Members.
6.1 Subject to the Act and the Articles, the Board shall manage or supervise the management of the activities and affairs of the Association.
6.2 The Board shall consist of a number of Directors between the minimum and maximum number of Directors specified in the Articles. The precise number of Directors on the Board shall be determined from time to time by the Members by Ordinary Resolution, or, if the Ordinary Resolution empowers the Directors to determine the number of Directors, by resolution of the Board. At least two of the Directors shall not be Officers or employees of the Association or its affiliates.
6.3 Each Director shall be an individual who is not less than eighteen (18) years of age. Each Director shall be any individual who is a Member in the Media category or who is the duly appointed representative of a Member in the Industry category. No person who has been declared by a court in Canada or elsewhere to be incapable, who has the status of a bankrupt, or who is an “ineligible individual”, as defined in the Income Tax Act, shall be a Director.
6.4 Subject to the Articles, Directors shall be elected by the Members by Ordinary Resolution at an annual meeting of Members at which an election of Directors is required.
6.5 All Directors shall serve a two (2) year term of office. As much as possible, Directors shall be elected and shall retire in rotation. Each Director shall hold office until the expiration of the term and until a successor has been elected and/or until one’s resignation or removal.
6.6 Directors may serve up to four consecutive years on the Board. Any Board member that completes four consecutive years must wait one year before running for the Board of Directors again. If the interim board member serves a term of less than year (1) year, that term will not count as a first term, and the board member will subsequently be eligible to serve for another four consecutive years.
The restrictions set out in Paragraph 6.6 shall not apply to existing Board members who wish to run for the position of Vice-President. An existing Board member may run for that position and thus serve a total of up to eight years by acting as Vice-President for two years and President thereafter for another two years.
6.7 Pursuant to the Articles, following the conclusion of the annual general meeting of Members each year, the Board may appoint other Directors (the “appointed Directors”) to hold office for a term expiring not later than the close of the next annual meeting of Members. The number of appointed Directors shall not exceed one-third (1/3) of the number of Directors elected by the Members at the previous annual meeting of Members.
6.8 A Director ceases to hold office when the Director dies, resigns, is removed from office by the Members in accordance with section 6.10, or no longer fulfils all of the qualifications to be a Director set out in section 6.3, as determined in the sole discretion of the Board.
6.9 A resignation of a Director becomes effective at the time a written resignation is sent to the Association or at the time specified in the resignation, whichever is later.
6.10 The Members may, by Ordinary Resolution, passed at a meeting of Members, remove any Director from office before the expiration of the Director’s term and may elect a qualified individual to fill the resulting vacancy for the remainder of the term of the Director so removed, failing which such vacancy may be filled by the Board.
6.11 In accordance with and subject to the Act and the Articles, a quorum of the Board may fill a vacancy in the Board, except a vacancy resulting from an increase in the number or the minimum or maximum number of Directors, or from a failure of the Members to elect the number of Directors required to be elected at any meeting of Members. If there is not a quorum of the Board, or if the vacancy has arisen from a failure of the Members to elect the number of Directors required to be elected at any meeting of Members, the Board shall forthwith call a special meeting of Members to fill the vacancy. If the Board fails to call such meeting or if there are no Directors then in office, any Member may call the meeting. A Director appointed or elected to
fill a vacancy holds office for the unexpired term of their predecessor.
6.12 A Director shall serve the Association without remuneration; however, nothing contained herein shall preclude any Director from serving the Association in any other capacity and receiving remuneration therefor. Directors shall be paid such sums in respect of their out-of-pocket expenses incurred in carrying out their duties as Directors as the Board from time to time may determine.
6.13 Notwithstanding section 6.12, subject to the provisions of the Act, the Articles, and the Bylaws of the Association the Board of Directors may from time to time, fix an appropriate remuneration for the President of the Association.
6.14 Subject to the Act, the Board may appoint from their number a managing director or a committee of Directors (which may be referred to as an executive committee) and delegate to the managing director or committee any of the powers of the Board, except those which may not be delegated by the Board pursuant to subsection 138(2) of the Act. Unless otherwise determined by the Board, such a committee shall have the power to fix its quorum at not less than a majority of its members, to elect its chair and to otherwise regulate its procedure.
6.15 Every Director and Officer shall disclose to the Association the nature and extent of any interest that the Director or Officer has in a material contract or material transaction, whether made or proposed, with the Association, in accordance with the manner and timing provided in section 141 of the Act.
6.16 Every Director, Officer, committee member, employee and volunteer, shall respect the confidentiality of matters brought before the Board or before any committee of the Board. Employees and volunteers shall also keep confidential matters that come to their attention as part of their employment or volunteer activities.
7.1 Except as otherwise required by law, meetings of the Board of Directors shall be held from time to time at the call of the Board of Directors, a President, the Vice-President, or any two Directors.
7.2 Meetings of the Board may be held at the registered office of the Association or at any other place within or outside of Canada, as the Board may determine. The Board of Directors shall meet not less than six (6) times in each fiscal year.
7.3 Notice of the time and place for the holding of a meeting of the board shall be given in the manner provided in section 11.1 of this Bylaw to every Director of the Association not less than three (3) days before the time when the meeting is to be held. Notice of a meeting shall not be necessary if all of the Directors are present, and none objects to the holding of the meeting, or if those absent have waived notice of or have otherwise signified their consent to the holding of such meeting. Notice of an adjourned meeting is not required if the time and place of the adjourned meeting is announced at the original meeting. Unless the Bylaw otherwise provides, no notice of meeting need specify the purpose or the business to be transacted at the meeting except that a notice of meeting of Directors shall specify any matter referred to in subsection 138(2) (Limits on Authority) of the Act that is to be dealt with at the meeting.
7.4 The Board may appoint a day or days in any month or months for regular meetings of the Board at a place and hour to be named. A copy of any resolution of the Board fixing the place and time of such regular meetings of the Board shall be sent to each Director forthwith after being passed, but no other notice shall be required for any such regular meeting except if subsection 136(3) (Notice of Meeting) of the Act requires the purpose thereof or the business to be transacted to be specified in the notice.
7.5 If all of the Directors consent, a Director may, in accordance with the Regulations, participate in a Board meeting, by means of a telephonic, electronic or other communications facility that permits all participants to communicate adequately with each other during the meeting. A Director participating in the meeting by such means shall be deemed for the purposes of the Act to have been present at that meeting. A consent pursuant to this section may be given before or after the
meeting to which it relates and may be given with respect to all meetings of the Board and committees of the Board.
7.6 A majority of the number of Directors determined in accordance with section 6.2 constitutes a quorum of any meeting of the Board. For the purpose of determining quorum, a Director may be present in person, or, if authorized under this Bylaw, by teleconference and/or by other electronic means.
7.7 Each Director shall have one vote on every question submitted to a meeting. At all meetings of the Board, every question shall be decided by a majority of the votes cast on the question. In case of an equality of votes, the chair of the meeting in addition to an original vote shall not have a second vote. Unless otherwise specified, an affirmative vote by the majority of those voting shall be required in order that a motion pass. All votes shall be taken by ballot if so demanded by any Director present, but if no demand be made, the vote shall be taken in the usual way by assent or dissent. A declaration by the chairperson of the meeting that a resolution has been carried and an entry to that effect in the minutes shall be conclusive evidence of the fact.
7.8 Subject to the Act, a Director who is present at a Board meeting or a meeting of a committee of Directors is deemed to have consented to any resolution passed or action taken at the meeting unless:
(a) the Director requests a dissent to be entered in the minutes of the meeting; or
(b) the Director sends a written dissent to the secretary of the meeting before the meeting is adjourned; or
(c) the Director sends a dissent by registered mail or delivers it to the registered office of the Association immediately after the meeting is adjourned;
provided that a Director who votes for or consents to a resolution may not dissent.
7.9 A Director who was not present at a meeting at which a resolution was passed or action taken is deemed to have consented to the resolution or action unless, within seven (7) days after becoming aware of the resolution or action, the Director:
(a) causes a dissent to be placed with the minutes of the meeting; or
(b) sends a dissent by registered mail or delivers it to the registered office of the Association.
7.10 Proxies shall not be allowed for meetings of the Board of Directors.
7.11 The chairperson of the meeting shall be entitled, with the consent of the meeting or upon his own motion, to adjourn any meeting of the Board of Directors to a fixed time and place. No further notice of such adjourned meeting shall be required, unless the new date is more than thirty (30) days thereafter. For all purposes, the adjourned meeting shall be treated as if it were a continuation of the original meeting.
7.12 All discussions and communications of the Board of Directors are confidential. Observers may attend and participate in a meeting of the Board only on the invitation of the chair of the meeting or by resolution of the Directors. However, only Directors are entitled to cast a vote at the meeting.
7.13 The Board of Directors may determine by majority vote that discussion or decision on a specified matter be held in camera.
8.1 The Board may from time to time appoint any committee or other advisory body, as it deems necessary or appropriate for such purposes and, subject to the Act, with such powers as the Board shall see fit. Any such committee may formulate its own rules of procedure, subject to such regulations or directions as the Board may from time to time make. Any committee member may be removed by resolution of the Board of Directors.
9.1 The Board may appoint Officers, save and except the President and the Vice-President, on an annual or more frequent basis, specify their duties and, subject to the Act, delegate to such Officers the power to manage the affairs of the Association. Two or more officers may be held by the same person.
9.2 DESCRIPTION OF OFFICES
Unless otherwise specified by the Board (which may, subject to the Act modify, restrict or supplement such duties and powers), the offices of the Association, if designated and if Officers are appointed, shall have the following duties and powers associated with their positions, as well as such other duties and powers as the Board may specify from time to time:
9.2.1. President - The President shall be a Director, serve a two-year term and whenever possible, succeed to the position after serving a two-year term as Vice-President. The President shall perform such duties as are necessarily incident to the office as President including the general management and supervision of the affairs and the operations of the Association. The President shall, when present, preside at all meetings of the Members of the Association and of the Board of Directors. During the absence or inability of the President, the duties and powers of that office may be exercised by the Vice-President or such other Officer or Director as the Board may from time to time appoint for the purpose.
9.2.2 Vice-President – The Vice-President shall be a Director and serve a two-year term. If the President is absent or is unable or refuses to act, a Vice-President shall, when present, preside at all meetings of the Board of Directors and of the Members. The Vice-President shall have such other duties and powers as the board may specify. The Vice-President shall be elected at every second annual meeting and after serving for two years, succeed to the office of President. The office of Vice-President is open to any TMAC member, whether media or industry.
9.2.3 Secretary – The Secretary or their representative shall attend and be the Secretary of all meetings of the Board, Members and committees of the Board. The Secretary shall enter or cause to be entered in the Association's minute book, minutes of all proceedings at such meetings; the Secretary shall give, or cause to be given, as and when instructed, notices to Members, Directors, the public accountant and members of committees; the Secretary shall be the custodian of all books, papers, records, documents and other instruments belonging to the Association.
9.2.4 The Treasurer shall be responsible for the maintenance of proper accounting records in compliance with the Act as well as the deposit of money, the safekeeping of securities and the disbursement of funds of the Association; whenever required, the Treasurer shall render to the Board an account of all such person’s transactions as Treasurer and of the financial position of the Association.
9.3 The powers and duties of all other officers of the Association shall be such as the terms of their engagement call for or the Board or President requires of them. The Board may from time to time and subject to the Act, vary, add to or limit the powers and duties of any Officer.
9.4 In the absence of a written agreement to the contrary, the Board may remove, for cause, any officer of the Association. Unless so removed, an Officer shall hold office until the earlier of:
(a) the Officer's successor being appointed,
(b) the Officer's resignation,
(c) such Officer ceasing to be a Director (if a necessary qualification of appointment) or
(d) such Officer's death.
If the office of any officer of the Association shall be or become vacant, the Directors may, by resolution, appoint a person to fill such vacancy.
10.1 Subject to the Act, the Association may indemnify a Director or Officer of the Association, a former Director or Officer of the Association or another individual who acts or acted at the Association 's request as a Director or Officer or in a similar capacity of another entity, and such person’s heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by such person in respect of any civil, criminal, administrative or investigative or other proceeding in which the individual is involved because of that association with the Association or other entity if,
(a) the individual acted honestly and in good faith with a view to the best interests of the Association or, as the case may be, to the best interests of the other entity for which the individual acted as Director or Officer or in a similar capacity at the Association’s request; and
(b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that his or her conduct was lawful.
The Association may indemnify such person in all such other matters, actions, proceedings and circumstances as may be permitted by the Act or the law. Nothing in this Bylaw shall limit the right of any person entitled to indemnity to claim indemnity apart from the provisions of this Bylaw.
10.2 Subject to the Act, the Association may purchase and maintain insurance for the benefit of any person entitled to be indemnified by the Association pursuant to the immediately preceding section as the Board may determine from time to time against any liability incurred by the individual:
(a) in the individual’s capacity as a Director or an Officer of the Association; or
(b) in the individual’s capacity as a director or an officer, or in a similar capacity, of another entity, if the individual acts or acted in that capacity at the Association’s request;
10.3 The Association may advance money to a Director, an Officer or other individual for the costs,charges and expenses of a proceeding for which indemnity is provided by the Association pursuant to the Act or this Bylaw. The individual shall repay the money if the individual does not fulfil the conditions set out in section 10.1(a) and section 10.2 (b)
11.1 Subject to sections 5.5 and 7.3, Any notice (which term includes any communication or document), other than notice of a meeting of Members or a meeting of the Board of Directors, to be given (which term includes sent, delivered or served) pursuant to the Act, the Articles, the Bylaws or otherwise to a Member, Director, Officer or member of a committee of the Board or to the public accountant shall be sufficiently given:
(a) if delivered personally to the person to whom it is to be given or if delivered to such person's address as shown in the records of the Association or in the case of notice to a Director to the latest address as shown in the last notice that was filed by the Association in accordance with the Act and received by Corporations Canada;
(b) if mailed to such person at such person's recorded address by prepaid ordinary or air mail;
(c) if sent to such person by telephonic, electronic or other communication facility at such person's recorded address for that purpose; or
(d) if provided in the form of an electronic document in accordance with Part 17 of the Act.
A notice so delivered shall be deemed to have been given when it is delivered personally or to the recorded address as aforesaid; a notice so mailed shall be deemed to have been given when deposited in a post office or public letter box; and a notice so sent by any means of transmitted or recorded communication shall be deemed to have been given when dispatched or delivered to the appropriate communication company or agency or its representative for dispatch. The Secretary may change or cause to be changed the recorded address of any Member, Director, Officer, public accountant or member of a committee of the Board in accordance with any information believed by the Secretary to be reliable. The declaration by the Secretary that notice has been given pursuant to this Bylaw shall be sufficient and conclusive evidence of the giving of such notice. The signature of any Director or Officer of the corporation to any notice or other document to be given by the Association may be written, stamped, type-written or printed or partly written, stamped, type-written or printed.
11.2 Where a given number of days' notice or notice extending over a period is required to be given under the Bylaws, the day of service, posting or other delivery of the notice shall not, unless it is otherwise provided, be counted in such number of days or other period.
11.3 If any notice given to a Member is returned on two consecutive occasions because such Member cannot be found, the Association shall not be required to give any further notices to such Member until such Member informs the Association in writing of his or her new address.
11.4 The accidental omission to give any notice to any Member, Director, Officer, member of a committee of the Board or public accountant, or the non-receipt of any notice by any such person where the Association has provided notice in accordance with the Bylaw or any error in any notice not affecting its substance shall not invalidate any action taken at any meeting to which the notice pertained or otherwise founded on such notice.
12.1 EXECUTION OF INSTRUMENTS
Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring execution by the Association may be signed by any two (2) of its Officers or any one (1) Officer and any one (1) Directors. In addition, the Board may from time to time direct the manner in which and the person or persons by whom a particular document or type of document shall be executed. Any person authorized to sign any document may affix the corporate seal (if any) to the document. Any signing Officer may certify a copy of any instrument, resolution, Bylaw or other document of the Association to be a true copy thereof.
12.2 BANKING ARRANGEMENTS
The banking business of the Association shall be transacted at such bank, trust company or other firm or Association carrying on a banking business in Canada or elsewhere as the Board of Directors may designate, appoint or authorize from time to time by resolution. The banking business or any part of it shall be transacted by an Officer or Officers of the Association and/or other persons as the Board of Directors may by resolution from time to time designate, direct or authorize.
12.3 FINANCIAL YEAR END
The financial year end of the Association shall be determined by the Board of Directors.
12.4 PUBLIC ACCOUNTANT AND LEVEL OF FINANCIAL REVIEW
The Association shall be subject to the requirements relating to the appointment of a public accountant and level of financial review required by the Act.
12.5 ANNUAL FINANCIAL STATEMENTS
The Association shall send copies of the annual financial statements, as approved by the Board, and any other documents required by the Act, to the Members between 21 to 60 days before the day on which an annual meeting of Members is held or before the day on which a written resolution in lieu of an annual meeting is signed, unless a Member declines to receive them.
Alternatively, the Association may give notice to the Members stating that such documents are available at the registered office of the Association and any Member may request a copy free of charge at the registered office or by prepaid mail.
12.6 RULES OF ORDER
Any meeting of the Association, including but not limited to an annual or special meeting of Members, or a meeting of the Board of Directors, shall be conducted in accordance with Robert’s Rules of Order or with such rules of order as may be determined from time to time by the Board of Directors.
13.1 Subject to the Articles and section 13.2, the Board of Directors may, by resolution, make, amend or repeal any Bylaws that regulate the activities or affairs of the Association. Any such Bylaw, amendment or repeal shall be effective from the date of the resolution of Directors until the next meeting of Members where it may be confirmed, rejected or amended by the Members by Special Resolution. If the Bylaw, amendment or repeal is confirmed or confirmed as amended by the Members it remains effective in the form in which it was confirmed. The Bylaw, amendment or repeal ceases to have effect if it is not submitted to the Members at the next meeting of Members or if it is rejected by the Members at the meeting.
13.2 A Special Resolution of the Members is required to make any amendment to the Articles or the Bylaws of the Corporation with respect to the matters listed in Subsection 197(1) of the Act. A
Bylaw made, amended or repealed under Subsection 197(1) is effective from the date of the Special Resolution of Members confirming such Bylaw, amendment or repeal and need not be submitted to the Board for approval.
13.3 This Bylaw is effective upon the issuance of a Certificate of Continuance of the Association by the federal Government under the Canada Not-for-Profit Corporations Act and approval of the Bylaw by Special Resolution of the Members.
ENACTED by the directors of the Association this 14th day of April, 2014.