By-Laws

1.01 Definitions 

In this by-law and all other by-laws of the Corporation, unless the context otherwise requires:

1. “Act” means the Canada Not-for-profit Corporations Act S.C. 2009, c.23 including the Regulations made pursuant to the Act, and any statute or regulations that may be substituted, as amended from time to time;
2. “articles” means the original or restated articles of incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement or revival of the Corporation;
3. “board” means the board of directors of the Corporation and “director” means a member of the board;
4. “by-law” means this by-law and any other by-laws of the Corporation as amended and which are, from time to time, in force and effect;
5. “meeting of members” includes an annual meeting of members or a special meeting of members; “special meeting of members” includes a meeting of any class or classes of members and a special meeting of all members entitled to vote at an annual meeting of members;
6. “ordinary resolution” means a resolution passed by a majority (for example more than 50%) of the votes cast on that resolution;
7. “proposal” means a proposal submitted by a member of the Corporation that meets the requirements of section 163 (Shareholder Proposals) of the Act;
8. “Regulations” means the regulations made under the Act, as amended, restated or in effect from time to time; and “special resolution” means a resolution passed by a majority of not less than two-thirds (2/3) of the votes cast on that resolution. Such special resolutions are required to make, amend or repeal by law provisions dealing with conditions of membership, notice of meetings to members, transferability of membership, or absentee voting.

1.02 Interpretation 

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

Other than as specified in 1.01 above, words and expressions defined in the Act have the same meanings when used in these by-laws.

1.03 Corporate Seal 

The secretary of the Corporation shall be the custodian of the corporate seal.  No corporate seal exists or is required.

1.04 Execution of Documents 

Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring execution by the Corporation must be signed by two officers, by any two (2) executive team directors, one of which is Treasurer. In addition, the board may from time to time direct the manner in which and the person or persons by whom a particular document or type of document shall be executed. Any person authorized to sign any document may affix the corporate seal (if any) to the document. Any signing officer may certify a copy of any instrument, resolution, by-law or other document of the Corporation to be a true copy thereof.

1.05 Financial Year End 

Unless otherwise ordered by the board of directors the fiscal year-end of the Corporation shall be Sept 30th.

1.06 Banking Arrangements 

The banking business of the Corporation shall be transacted at such bank, trust company or other firm or corporation carrying on a banking business in Canada or elsewhere as the board of directors may designate, appoint or authorize from time to time by resolution. The banking business or any part of it shall be transacted by an officer or officers of the Corporation and/or other persons as the board of directors may by resolution from time to time designate, direct or authorize.

1.07 Annual Financial Statements 

The Corporation may, instead of sending copies of the annual financial statements and other documents referred to in subsection 172(1) (Annual Financial Statements) of the Act to the members, publish a notice to its members stating that the annual financial statements and documents provided in subsection

172(1) are available at the registered office of the Corporation and any member may, on request, obtain a copy free of charge at the registered office or by prepaid mail.

2.01 Membership Conditions

Subject to the articles, there shall be Voting members and Non-voting members. The board of directors of the Corporation may, by resolution, approve the admission of the members of the Corporation. Members may also be admitted in such other manner as may be prescribed by the board by resolution. The following conditions of membership shall apply:

Voting Members

Voting membership shall be available only to either:

1. a professional who is a Canadian citizen or permanent resident and who is interested in supporting the objects of the Corporation (designated an “Individual member”), or
2. a Canadian firm, university, institution, government agency, industrial association or other body whose activities are supportive of the objects of the Corporation (designated a “Corporate member”), and who has applied and has been accepted for voting membership in the Corporation.

The term of membership of a voting member shall be two years, subject to renewal in accordance with the policies of the Corporation. As set out in the articles, each voting member is entitled to receive notice of, attend and vote at all meetings of members. Each Individual voting member shall be entitled to one (1) vote at such meetings, and each Corporate member shall be entitled to the following number of votes: i) Corporate Member 1, 4 votes (more than 500 employees) ii) Corporate Member 2, 2 votes (from 250 to 500 employees) iii) Corporate Member 3, 1 vote (less than 250 employees).

Non-voting Members

Non-voting membership shall be available only to either:

1. a foreign citizen, firm, institution, university, industrial association or other body of foreign countries whose activities are supportive of the objects of the Corporation (designated an “Associate member”), or
2. a student attending a Canadian college or university (designated a “Student member”). Term of membership of a non-voting member shall be two years, subject to renewal in accordance with the policies of the Corporation Subject to the Act and the articles, a non-voting member shall not be entitled to receive notice of, attend or vote at meetings of the members of the Corporation. Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendments to this section of the by-laws if those amendments affect membership rights and/or conditions described in paragraphs 197(1)(e), (h), (1) or (m).

2.02 Notice of Meeting of Members

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:

1. 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
2. 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.

Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to the by-laws of the Corporation to change the manner of giving notice to members entitled to vote at a meeting of members.

2.03 Absentee Voting

Pursuant to section 171(1) (Absentee Voting) of the Act, a member entitled to vote at a meeting of members may vote by mailed-in ballot, by proxy, or by means of telephonic, electronic or other communication facility provided that the Corporation has a system that: a. enables the votes to be gathered in a manner that permits their subsequent verification, and b. permits the tallied votes to be presented to the Corporation without it being possible for the Corporation to identify how each member voted.

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

3.01 Means of Payment of Membership Dues

The preferred means of payment of membership dues shall be via attendance at annual or biennial CACSMA-organized events, such as the CANCOM series of conferences, at which a portion of conference registration fees will be remitted to CACSMA by the conference organizing committee to cover membership costs of any conference registrant who meets membership requirements set out in article.

Applications for membership may also be submitted in writing, including by electronic means, to the secretary who shall see that they are considered and ruled upon, as promptly as possible, by the executive committee, and who shall arrange means of payment with successful applicants.

3.02 Notices of Payment of Membership Dues

Members shall be notified in writing of the membership dues at any time payable by them and, if any are not paid within two (2) calendar months following issues or notice of overdue dues, the members in default shall automatically cease to be members of the Corporation.

3.03 Setting of Membership Dues

The board of directors of the Corporation shall determine membership fees. At the general annual meeting, the board of directors shall present the financial statement of the past year and the budget of the coming year to the general membership.

3.04 Termination of Membership

A membership in the Corporation is terminated when:

1. the member dies, or, in the case of a member that is a corporation, the corporation is dissolved;
2. a member fails to maintain any qualifications for membership described in Section 2.01 of these by laws;
3. the member resigns by delivering a written resignation to the chair of the board of the Corporation in which case such resignation shall be effective on the date specified in the resignation;
4. the member is expelled in accordance with Section 3.05 below or is otherwise terminated in accordance with the articles or bylaws;
5. the member’s term of membership expires; or
6. the Corporation is liquidated or dissolved under the Act.

3.05 Discipline of Members

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

1. violating any provision of the articles, by-laws, or written policies of the Corporation;
2. carrying out any conduct which may be detrimental to the Corporation as determined by the board in its sole discretion;
3. for any other reason that the board in its sole and absolute discretion considers to be reasonable, having regard to the purpose of the Corporation.

In the event that the board determines that a member should be expelled or suspended from membership in the Corporation, the president, or such other officer as may be designated by the board, shall provide thirty (30) days’ notice of suspension or expulsion to the member and shall provide reasons for the proposed suspension or expulsion. The member may make written submissions to the president, or such other officer as may be designated by the board, in response to the notice received within such thirty (30) day period. In the event that no written submissions are received by the president, the president, or such other officer as may be designated by the board, may proceed to notify the member that the member is suspended or expelled from membership in the Corporation. If written submissions are received in accordance with this section, the board will consider such submissions in arriving at a final decision and shall notify the member concerning such final decision within a further thirty (30) days from the date of receipt of the submissions. The board’s decision shall be final and binding on the member, without any further right of appeal.

3.06 Resignation

Any member may withdraw from the Corporation by delivering to the Corporation a written resignation, including by electronic means. Resigning members shall forfeit their fees.

3.07 Transferring to another class of membership

Requests by a member to transfer to another class of membership shall be submitted in writing, including by electronic means, to the Corporation, which will consider and rule upon such request at the next regularly scheduled meeting.

4.01 Persons Entitled to be present

The only persons entitled to be present at a meeting of members shall be those entitled to vote at the meeting, the directors and the public accountant of the Corporation and such other persons who are entitled or required under any provision of the Act, articles or by-laws of the Corporation 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.

4.02 Meeting location and general meeting time

Meetings of the members of the Corporation shall be held at any place in Canada as the board of directors may determine and on such day as the said directors shall appoint. The members may resolve that a particular meeting of members be held outside Canada.

4.03 Annual meeting business

At every annual meeting, in addition to any other business that may be transacted, the report of the directors, the financial statement of the Corporation and the report of the auditors shall be presented, auditors appointed for the ensuing year and new members of the board of directors elected, as applicable. The members may consider and transact any business, either special or general, at any meeting of the members.

4.04 Calling a meeting of members

The board of directors or the president or vice-president shall have power to call, at any time, a general meeting of the members of the Corporation. The board of directors shall call a meeting of members on written requisition of members carrying no less than 5% of the voting rights.

4.05 Errors in giving notice

No error or omission in giving notice of any meeting of members of the members of the Corporation shall invalidate such meeting or make void any proceedings taken thereat 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. For the purpose of sending notice to any member, director or officer for any meeting or otherwise, the address of the member, director or officer shall be his last address recorded on the books of the Corporation.

4.06 Quorum

A quorum at any meeting of the members (unless a greater number of members are required to be present by the Act) shall be 15% of the voting members at the meeting. 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.

4.07 Votes to Govern

At any meeting of members every question shall, unless otherwise provided by the articles or by-laws or by the Act, be determined by a majority of the votes cast on the question. 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 have a second or casting vote.

5.01 Function

The property and business of the Corporation shall be managed by a board of directors of whose number fifty percent plus one shall constitute a quorum. Directors must be individual members of the Corporation with power under law to contract. The board of directors may on literature of the Corporation be designated as a Board of Governors. The board of directors shall manage and conduct the affairs of the Corporation according to the articles, by-laws and the Act. The board chairperson or his or her designate shall preside over meetings of the board and meetings of the members. The chairperson of the board of directors shall also act as the chairperson of the nominating committee for the executive committee

5.02 Number of Directors

As per the articles, the board of directors shall consist of between 8 and 16 members. The board of directors shall elect its own chairperson and vice-chairperson.

5.03 Election, Term and Retirement

Subject to the articles, the members will elect the directors at the first meeting of members and at each succeeding annual meeting at which an election of directors is required. Directors shall be elected to hold office for a term expiring not later than the close of the second annual meeting of members following their election.

5.04 Vacating office of Director and Appointment of new Director

The office of a director shall be automatically vacated:

1. if the director resigns his office by delivering a written resignation, including by electronic means, to the secretary of the Corporation;
2. if the director is found by a court to be a person of unsound mind;
3. if he or she becomes bankrupt or suspends payment or compounds with his creditors;
4. if at a special general meeting of members a resolution is passed by a simple majority of the members present at the meeting that the director be removed from office
5. on death; provided that if any vacancy shall occur for any reason in this paragraph contained, the board of directors may appoint an additional director for a term expiring not later than the close of the next annual general meeting of members, but the total number of directors appointed may not exceed 1/3 of the number of directors elected at the previous annual meeting.

5.05 Remuneration of Directors

Directors and executive committee members, as such, shall not receive any stated remuneration for their services, but, by resolution of the board of directors, expenses of their attendance, at regular or special meetings of the board of directors, may be allowed for. Nothing herein contained shall be construed to preclude any director from serving the Corporation as an officer or in any other capacity and receiving compensation therefor. The directors shall serve as such without remuneration and no director shall directly or indirectly receive any profit from his position as such, provided that a director may be paid reasonable expenses incurred by him in the performance of his duties and provided further that any director who is engaged in or is a member of a firm engaged in any business or profession may act in and be paid the usual professional costs and charges for any professional business required to be done in connection with the administration of the affairs of the Corporation.

5.06 Powers of Directors – Administration and Contracting

The directors of the Corporation may administer affairs of the Corporation in all things and make or cause to be made for the Corporation, in its name, any kind of contract which the Corporation 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 Corporation is by its charter or otherwise authorized to exercise and do.

5.07 Powers of Directors – Expenditures

The directors shall have power to authorize expenditures on behalf of the Corporation from time to time and may delegate by resolution to an officer or officers of the Corporation the right to employ and pay salaries to employees. The directors shall have the power to make expenditures for the purpose of furthering the objects of the Corporation. 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 Corporation in accordance with such terms as the board of directors may prescribe.

5.08 Powers of Directors – Funding of Corporation

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

5.09 Appointment of Agents and Employees

The board of directors 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 of directors at the time of such appointment.

5.10 Committees

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.

5.11 Remuneration for non-Directors

A reasonable remuneration for all officers, agents and employees and committee members shall be fixed by the board of directors by resolution. Such resolution shall have force and effect only until the next meeting of members when such resolution shall be confirmed by resolution of the members, or in the absence of such confirmation by the members, then the remuneration to such officers, agents or employees and committee members shall cease to be payable from the date of such meeting of members.

6.01 Calling of Meetings

There shall be at least one (1) meeting of the board of directors each year. Meetings of the board of directors shall be called by the secretary of the executive committee on instruction from the chairperson alone, or by the vice-chairperson together with at least one other member of the board of directors.

6.02 Notice of Meeting

Notice of the time and place for the holding of a meeting of the board shall be given to every director of the Corporation not less than 7 days before the time when the meeting is to be held by one of the following methods:

1. delivered personally to the latest address as shown in the last notice that was sent by the Corporation in accordance with section 128 (Notice of directors) or 134 (Notice of change of directors);
2. mailed by prepaid ordinary mail to the director’s address as set out in (a);
3. by telephonic, electronic or other communication facility at the director’s recorded address for that purpose; or d. by an electronic document in accordance with Part 17 of the Act.

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 by-law 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.

6.03 Meeting by Electronic Means

A director may participate in a meeting of the board or of a committee of the board by means of such conference telephone or other communications facilities as permit all persons participating in the meeting to hear-each-other communicate effectively with each other, and a director participating in such a meeting by such means is deemed to be present at the meeting.

6.04 Quorum

Quorum for the meetings of the board of directors is 50% of the board members plus 1.

6.05 Votes to Govern

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 have a second or casting vote.

6.06 Resolutions in Writing

A resolution in writing signed or approved by authenticable electronic means by all the directors entitled to vote on that resolution at a meeting of directors or committee of directors, is as valid as if it had been passed at a meeting of directors or committee of directors.

7.01 Titles of Officers

The officers of the Corporation shall be a President, Vice-president, Director of communications, Director of membership, Secretary and Treasurer and any such other officers as the board of directors may by by-laws determine. Any two offices may be held by the same person. Officers need not be directors, nor members of the Corporation.

7.02 Appointment of Officers

Officers of the Corporation shall be appointed by resolution of the board of directors at the first meeting of the board of directors following the annual meeting of members in which the directors are elected.

7.03 Term of Office of Officers

The officers of the Corporation shall hold office for a maximum of three terms (6) years from the date of appointment or election or until their successors are elected or appointed in their stead. Officers shall be subjected to removal by resolution of the board of directors at any time whether for cause or without cause. Under special circumstances, the officer may continue to serve for one more term at the same position, should there be no candidate for the position.

There is a dwell of a minimum of two terms (4) years before the officer may return to serve the same position.

7.04 Description of Offices

Unless otherwise specified by the board which may, subject to the Act modify, restrict or supplement such duties and powers, the offices of the Corporation, if designated and if officers are appointed, shall have the following duties and powers associated with their positions:

1. President: The President shall be the chief executive officer of the Corporation and shall be responsible for implementing the strategic plans and policies of the Corporation. The president shall subject to the authority of the board, have general supervision of the affairs of the Corporation and shall see that all orders and resolutions of the board of directors are carried into effect. The affairs of the Corporation include, but not limited to, CACSMA communication, membership, CACSMA awards, Equality, diversity and inclusiveness (EDI) initiative, support to CANCOM organizing committees, finance, and outreach to other composites communities in Canada and abroad.
2. Vice-President: The Vice-president shall lead CASCMA awards committee, while supporting the President to lead and execute the aforementioned affairs of the Corporation, including but not limited to, CACSMA communication, membership, CACSMA awards, Equality, diversity and inclusiveness (EDI) initiative, support to CANCOM organizing committees, finance, and outreach to other composites communities in Canada and abroad. In the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties as shall from time to time be imposed upon him or her by the board of directors.
3. Director of Communications: The director of Communication is responsible for CACSMA communications, including the CACSMA website, social media communication such as Linkedin, outreach to the community. The director is expected to work closely with the other CACSMA executives, board members, CANCOM organizing committee to ensure information sharing and update while supporting other CACSMA affairs.
4. Director of Membership: The primary responsibilities of the Director of Membership include EDI initiatives, new member recruitment, and community outreach. The director of membership is expected to work closely with other executives, board members and the community to manage and expand the outreach of the CACSMA while supporting other CACSMA activities.
5. Treasurer: The Treasurer shall have the custody of the funds and securities of the Corporation and shall keep full and accurate accounts of all assets, liabilities, receipts and disbursements of the Corporation in the books belonging to the Corporation and shall deposit all monies, securities and other valuable effects in the name and to the credit of the Corporation in such chartered bank or trust company, or, in the case of securities, in such registered dealer in securities as may be designated by the board of directors from time to time. The Treasurer shall disburse the funds of the Corporation as may be directed by proper authority (upon written direction of the president and one other member of the executive committee) taking proper vouchers for such disbursements, and shall render to the president and directors at the regular meeting of the board of directors, or whenever they may require it, an accounting of all the transactions and a statement of the financial position, of the Corporation. The Treasurer shall also perform such other duties as may from time to time be directed by the board of directors.
6. Secretary: The Secretary may be empowered by the board of directors, upon resolution of the board of directors, to carry on the affairs of the Corporation generally under the supervision of the officers thereof and shall attend all meetings and act as clerk thereof and record all votes and minutes of all proceedings in the books to be kept for that purpose. The Secretary shall give or cause to be given notice of all meetings of the members and of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision the Secretary shall be. The Secretary shall be custodian of the seal of the Corporation, which the Secretary shall deliver only when authorized by a resolution of the board of directors to do so and to such person or persons as may be named in the resolution.

The duties of all other officers of the Corporation shall be such as the terms of their engagement call for or the board of directors requires of them.

7.05 – Executive Committee Composition

There shall be an executive committee composed of a president, a vice-president, a secretary and a treasurer who shall be appointed by the board of directors and which committee shall exercise such powers as are authorized by the board of directors. Any executive committee member may be removed by a majority vote of the board of directors. Executive committee members shall receive no remuneration for serving as such, but are entitled to reasonable expenses incurred in the exercise of their duty.

7.06 – Notice of Meetings of Executive Committee

Meetings of the executive committee shall be held at any time and place to be determined by the members of such committee provided that forty-eight (48) hours’ notice of such meeting shall be given, other than by mail, to each member of such committee. Notice by mail shall be sent at least 14 days prior to the meeting. Notice of a meeting shall not be necessary if all of the members of the executive committee 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. Four members of such committee shall constitute a quorum. No error or omission in giving notice of any meeting of the executive committee or any adjourned meeting of the executive committee of the Corporation shall invalidate such meeting or make void any proceedings taken thereat and any member of such committee may at any time wave notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat.

8.01 Method of Giving Notices

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

1. if delivered personally to the person to whom it is to be given or if delivered to such person’s address as shown in the records of the Corporation or in the case of notice to a director to the latest address as shown in the last notice that was sent by the Corporation in accordance with section 128 (Notice of directors) or 134 (Notice of change of directors); or
2. if mailed to such person at such person’s recorded address by prepaid ordinary or air mail; or
3. 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 by-law shall be sufficient and conclusive evidence of the giving of such notice. The signature of any director or officer of the Corporation to any notice or other document to be given by the Corporation may be written, stamped, type-written or printed or partly written, stamped, type-written or printed.

8.02 Invalidity of any provisions of this by-law

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

8.03 Omissions and Errors

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 Corporation has provided notice in accordance with the by-laws or any error in any notice not affecting its substance shall not invalidate any action taken at any meeting to which the notice pertained or otherwise founded on such notice.

9.01 Mediation and Arbitration

Disputes or controversies among members, directors, officers, committee members, or volunteers of the Corporation are as much as possible to be resolved in accordance with mediation and/or arbitration as provided in Section 9.02 of this by-law.

9.02 Dispute Resolution Mechanism

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

1. The dispute or controversy shall first be submitted to a panel of mediators whereby the one party appoints one mediator, the other party (or if applicable the board of the Corporation) appoints one mediator, and the two mediators so appointed jointly appoint a third mediator. The three mediators will then meet with the parties in question in an attempt to mediate a resolution between the parties.
2. The number of mediators may be reduced from three to one or two upon agreement of the parties.

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

10.01 INDEMNITIES TO DIRECTORS AND OTHERS

Every director or officer of the Corporation or other person who has undertaken or is about to undertake any liability on behalf of the Corporation or any company controlled by it and their heirs, executors and administrators, and estate and effects, respectively, shall be indemnified and saved harmless out of the funds of the Corporation, from and against;

1. all costs, charges and expenses which such director, officer or other person sustains or incurs in or about any action, suit or proceedings which is brought, commenced or prosecuted against him, or in respect of any act, deed, matter or thing whatsoever, made, done or permitted by him, in or about the execution of the duties of his office or in respect of such liability;
2. all other costs, charges and expenses which the director(s) or officer(s) sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his own willful neglect or default.

10.02 Execution of Documents

Contracts, documents or any instruments in writing requiring the signature of the Corporation, shall be signed by any two officers and all contracts, documents and instruments in writing so signed shall be binding upon the Corporation without any further authorization or formality. The directors shall have power from time to time by resolution to appoint an officer or officers on behalf of the Corporation to sign specific contracts, documents and instruments in writing. The directors may give the Corporation’s power of attorney to any registered dealer in securities for the purposes of the transferring of and dealing with any stocks, bonds, and other securities of the Corporation. The seal of the Corporation when required may be affixed to contracts, documents and instruments in writing signed as aforesaid or by any officer or officers appointed by resolution of the board of directors

10.03 Minutes of Board of Directors and Executive Committees

The minutes of meetings of the board of directors or the minutes of the executive committee shall not be available to the general membership of the Corporation but shall be available to the board of directors, each of whom shall receive a copy of such minutes.

10.04 Auditors

The members shall at each annual meeting appoint an auditor to audit the accounts of the Corporation for report to the members at the next annual meeting. The auditor shall hold office until the next annual meeting provided that the directors may fill any casual vacancy in the office of auditor. The remuneration of the auditor shall be fixed by the board of directors.

10.05 Books and Records The directors shall see that all necessary books and records of the Corporation required by the by-laws of the Corporation or by any applicable statute or law are regularly and properly kept.

10.06 Rules and Regulations

The board of directors may prescribe such rules and regulations not inconsistent with these by-laws relating to the management and operation of the Corporation as they deem expedient, provided that such rules and regulations shall have force and effect only until the next annual meeting of the members of the Corporation when they shall be confirmed, and failing such confirmation at such annual meeting of members shall at and from time to time cease to have any force and effect.

11.01 Amending by-laws

The board of directors of the corporation may make, amend or repeal the by-laws of the Corporation except those requiring a special resolution of members. Such a by-law, amendment or repeal is effective until the next meeting of the members confirms amends or rejects it. As provided by the Act, a special resolution is required to make, amend or repeal by-law provisions dealing with conditions of membership, notice of meetings to members, transferability of membership, or absentee voting. Such special resolutions require approval by at least 2/3 of the votes cast at meeting of members. All other types of by-laws may be confirmed by a simple majority vote of members.

12.01 Effective Date

Subject to matters requiring a special resolution, this by-law shall be effective when made by the board.

Certified to be By-Law of the Corporation, as enacted by the directors of the Corporation by resolution on the 29th day of March, 2023 and confirmed by the members of the Corporation by special resolution on the 29th day of March, 2023.

Pierre Mertiny, President

Lucy Li, Vice President

Peter Richter, Secretary

Pascal Hubert, Treasurer

Joanna Wong, Board Member