BY-LAW NO. 1-2022
A by-law relating generally to the conduct of the affairs of
CANADIAN NETWORK OF AGENCIES FOR REGULATION
RÉSEAU CANADIEN DES ORGANISMES DE RÉGLEMENTATION
BE IT ENACTED as a by-law of the Corporation as follows:
TABLE OF CONTENTS
Section 1 – General Section 2 – Membership
Section 3 – Membership Dues and Termination Section 4 – Meetings of Members
Section 5 – Directors
Section 6 – Meetings of Directors Section 7 – Officers
Section 8 – Committees Section 9 – Notices
Section 10 – Indemnities to Directors and Others Section 11 – Dispute Resolution
Section 12 – By-Laws and Amendments Section 13 – Transitional Provisions
Section 14 – Official Language Version of By-law Section 15 – Repeal
Section 16 – Effective Date
SECTION 1 – GENERAL
In this by-law and all other by-laws of the Corporation, unless the context otherwise requires:
"Act" means the 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 totime;
"articles" means the original or restated articles of incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement or revival of theCorporation;
"board" means the board of directors of the Corporation and "director" means a member of theboard;
"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 andeffect;
"meeting of members" includes an annual meeting of members or a special meeting ofmembers;
"ordinary resolution" means a resolution of the members of the Corporation passed by a majority of the votes cast on thatresolution;
"Regulations" means the regulations made under the Act, as amended, restated or in effect from time to time;and
"special resolution" means a resolution of the members of the Corporation passed by a majority of not less than two-thirds (2/3) of the votes cast on thatresolution.
In the interpretation of this by-law, words in the singular include the plural and vice-versa, words in one gender include all genders, and "person" includes an individual, body corporate, partnership, trust and unincorporated organization. Other than as specified in section 1.01 above, words and expressions defined in the Act have the same meanings when used in this by-law.
1.03 Corporate Seal
The Corporation may have a corporate seal in the form approved from time to time by the board. If a corporate seal is approved by the board, the secretary of the Corporation shall be the custodian of the corporate seal.
1.04 Execution of Documents
Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring execution by the Corporation may be signed by any of its officers or directors, subject to such limitations and restrictions as may be imposed by the board. Furthermore, 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
The financial year end of the Corporation shall be determined by the board.
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 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 may by resolution from time to time designate, direct or authorize.
1.07 Annual Financial Statements
Instead of sending the documents referred to in subsection 172(1) of the Act to each member as per subsection 175(1) of the Act, the Corporation may give notice to the members, in the manner prescribed in section 2.03, that the documents are available at the head office and that any member may, on request, obtain a copy free of charge at the office or by prepaid mail.
Furthermore, the Corporation shall post these documents on the website accessible to the members at the same time as giving said notice.
1.08 Borrowing Powers
The directors of the Corporation may, without authorization of the members,
borrow money on the credit of the Corporation;
issue, reissue, sell, pledge or hypothecate debt obligations of theCorporation;
give a guarantee on behalf of the Corporation to secure performance of an obligation of any person; and
mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the Corporation, owned or subsequently acquired, to secure any debt obligation of theCorporation.
SECTION 2 – MEMBERSHIP
In accordance with the articles, there shall be one class of members in the Corporation. Membership in the Corporation shall be available only to organizations that are interested in furthering the Corporation's purposes and that are an eligible organization described in paragraphs (a), (b) or (c) below, and that have applied for and been accepted into membership in the Corporation by resolution of the board, or in such other manner as determined by the board.
provincial or territorial organizations whose mandate is the self-regulation of professions (hereinafter referred to as “Provincial Self-Regulatory Organizations”);
national organizations that are the associations or federations of Provincial Self-Regulatory Organizations; or
organizations substantially equivalent to those in paragraphs (a) or (b)above.
The board is authorized to adopt policies establishing criteria for admission to membership and to amend such policies, from time to time. The Executive Director of the Corporation, or such other officer as may be designated by the board, may screen applicants and process applications for membership in the Corporation. A rejected application for membership shall not be subject to challenge or appeal by the rejected applicant or any other person.
Pursuant to subsection 197(1) (Fundamental Changes) of the Act, a special resolution of the members is required to make any amendments to this section of the by-law if those amendments affect membership rights and/or conditions described in paragraphs 197(1)(e), (h), (l) or (m).
2.02 Authorized Representative of Member
Each member of the Corporation shall designate in writing, in the manner specified by the Corporation from time to time, a representative (the “authorized representative”) to receive notice of and to attend meetings of members of the Corporation and to act on the member’s behalf, including exercising the vote of the member, at all meetings of members of the Corporation. Each member of the Corporation may also designate in writing, in the manner specified by the Corporation from time to time, a substitute representative (the “substitute representative”). If the authorized representative is unable to attend a meeting of members of the Corporation, the substitute representative may attend such meeting and act on the member’s behalf, including exercising the vote of the member, at such meeting.
It is the responsibility of each member of the Corporation to notify the secretary of the Corporation in writing of a change of a member’s authorized representative or substitute representative and/or of a change of address, telephone number, fax number and/or email address or other electronic address of an authorized representative or substitute representative. Upon receipt of such written notification from a member, the secretary of the Corporation shall record such change(s) in the records of the Corporation.
2.03 Notice of Members’ Meeting
Notice of the time and place of a meeting of members shall be given to each member entitled to vote at the meeting by the following means:
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
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 beheld.
A notice of meeting of members to be given pursuant to the aforesaid provisions, shall be sufficiently given if:
in accordance with sub-paragraph (a) above, delivered personally to the latest authorized representative of a member as shown in the records of the Corporation or if delivered by mail or courier to such authorized representative’s latest address as shown in the records of the Corporation;or
in accordance with sub-paragraph (b) above, if sent to the latest authorized representative of a member as shown in the records of the Corporation by telephonic, electronic or other communication facility at such authorized representative’s latest recorded address for thatpurpose.
Pursuant to subsection 197(1) (Fundamental Changes) of the Act, a special resolution of the members is required to make any amendment to the by-law of the Corporation to change the manner of giving notice to members entitled to vote at a meeting of members.
2.04 Absentee Voting at Members’ Meetings
Voting by Mailed-In or ElectronicBallot
Pursuant to subsection 171(1) (Absentee Voting) of the Act, a member entitled to vote at a meeting of members may vote by mailed-in ballot or by means of a telephonic, electronic or other communication facility if the Corporation has a system 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 itbeing possible for the Corporation to identify how each membervoted.
Pursuant to subsection 197(1) (Fundamental Changes) of the Act, a special resolution of the members is required to make any amendment to the by-law of the Corporation to change this method of voting by members not in attendance at a meeting of members.
No Voting by Proxy
Members shall NOT have the right to vote by proxy.
SECTION 3 – MEMBERSHIP DUES AND TERMINATION
Members shall be notified in writing of the membership dues at any time payable by them, if any, and, if any such membership dues are not paid within one (1) calendar month of the membership renewal date the members in default shall automatically cease to be members of the Corporation.
3.02 Termination of Membership
A membership in the Corporation is terminated when:
the member fails to maintain any qualifications for membership specified in section 2.01 of thisby-law;
the member isdissolved;
the member is removed from membership in accordance with section 3.03below;
the member's term of membership, if any,expires;
the Corporation is dissolved under the Act;or
the member’s membership is otherwise terminated in accordance with the articles orby-laws.
Subject to the articles, upon any termination of membership, the rights of the member automatically cease to exist.
3.03 Removal from Membership
The board shall have authority to remove any member from the Corporation for any one or more of the following grounds:
violating any provision of the articles, the by-law, or written policies of the Corporation;
carrying out any conduct which may be detrimental to the Corporation as determined by the board in its sole discretion; or
for any other reason that the board in its sole and absolute discretion considers to be reasonable, having regard to the purpose of theCorporation.
In the event that the board determines that a member should be removed from membership in the Corporation, the chair of the board, or such other officer as may be designated by the board, shall provide twenty (20) days written notice of the proposed removal of the member from membership to the member and shall provide written reasons for the proposed removal. The member may make written submissions to the chair of the board, or such other officer as may be designated by the board, in response to the notice received within such twenty (20) day period.
If no written submission is received by the chair of the board, the chair of the board, or such other officer as may be designated by the board, may proceed to notify the member that the member is removed from membership in the Corporation. If a written submission is received in accordance with this section, the board shall consider such submissions in arriving at a final decision and shall notify the member concerning such final decision within a further twenty (20) days from the date of receipt of the submission. The board’s decision shall be final and binding on the member, without any further right of appeal.
SECTION 4 – MEETINGS OF MEMBERS
Place of Members’Meeting
Subject to compliance with section 159 (Place of Members' Meetings) of the Act, meetings of the members may be held at any place within Canada determined by the board or, if all of the members entitled to vote at such meeting so agree, outside Canada.
4.02 Annual Meetings
The annual meeting of members shall be held at such time in each year and, subject to section
4.08 below, at such place as the board may from time to time determine, for the purpose of considering the minutes of an earlier meeting, considering the financial statements and reports required by the Act to be placed before the annual meeting, electing directors, appointing or waiving the appointment of a public accountant, fixing or authorizing the directors to fix the remuneration payable to any such public accountant and for the transaction of such other business as may properly be brought before the meeting.
4.03 Special Meetings
The board shall have power to call a special meeting of members at any time.
4.04 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 officers, and the public accountant of the Corporation and such other persons who are entitled or required under any provision of the Act, the articles or the by- law 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.
4.05 Chair of the Meeting
In the event that the chair of the board and the vice-chair of the board are absent, the members who are present and entitled to vote at the meeting shall choose one of their number to chair the meeting.
A quorum at any meeting of the members (unless a greater number of members are required to be present by the Act) shall be the lesser of five percent (5%) of the members entitled to vote at the meeting, or (ii) twelve (12) members entitled to vote at the meeting. If a quorum is present at the opening of a meeting of members, the members present may proceed with the 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 the by-law or by the Act, be determined by a majority of the votes cast on the question. In case of an equality of votes at any meeting of members on a show of hands, on a poll or on the results of an electronic ballot, the chair of the meeting shall not be entitled to a second or casting vote.
4.08 Electronic Meetings of Members
Any person entitled to attend a meeting of members may participate in the meeting, in accordance with the Regulations, by means of a telephonic, an electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting, if the Corporation makes available such a communication facility. A person so participating in a meeting is deemed for the purposes of the Act to be present at the meeting. Notwithstanding any other provision of this by-law, any person participating in a meeting of members pursuant to this section who is entitled to vote at that meeting may vote, in accordance with the Regulations, by means of any telephonic, electronic or other communication facility that the Corporation has made available for that purpose.
If the directors or members call a meeting of members under the Act, the directors or members, as the case may be, may determine that the meeting shall be held, in accordance with the Regulations, entirely by means of a telephonic, an electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting.
SECTION 5 – DIRECTORS
The directors may exercise all such powers and do all such acts or things as may be exercised or done by the Corporation that are not by the Act, the articles or the by-law expressly directed or required to be done in some other manner. Subject to the Act, the articles and the by-law, the board shall manage or supervise the management of the activities and affairs of the Corporation.
Each director shall be an individual who is at least 18 years of age, has the power under law to contract, has not been found by a court in Canada or elsewhere to be mentally incompetent, and does not have the status of a bankrupt. Employees of the Corporation shall not be eligible for election as directors of the Corporation.
5.03 Number of Directors
The board shall consist of the number of directors specified in the articles. If the articles provide for a minimum and maximum number of directors, the board shall be comprised of the fixed number of directors as determined from time to time by the members by ordinary resolution or, if the ordinary resolution empowers the directors to determine the number, by resolution of the board. In the case of a soliciting corporation the minimum number of directors may not be fewer than three (3), at least two of whom are not officers or employees of the Corporation or its affiliates.
5.04 Nomination of Directors
Nominations Sought. At least ninety (90) days prior to each annual meeting at which an election of directors will be required, the Corporation shall invite all members of the Corporation to submit to the Chair of the Nominating Committee the names of individuals whom they wish to be considered for election to the board. Self-nominations are also permitted. The Corporation may also seek nominations from other stakeholders of the Corporation.
Form of Nomination. All nominations shall be in writing and shall be accompanied by:
the name and contact information of the person making the nomination, if applicable;
the name, contact information and a biographical outline of the nominee and such other detailed information concerning background and experience as deemed necessary by the Nominating Committee;and
the consent of the nominee to act as a director, ifelected.
Closing Date for Nominations. All nominations must be received by the Chair of the Nominating Committee no later than sixty (60) days prior to the annual meeting. Subject to the discretion of the Nominating Committee, no nominations will be accepted after such date.
Nominating Committee. The Nominating Committee shall propose a list of candidates for election to the board. In selecting candidates for the board, the Nominating Committee shall have regard to the nominations received from the members of the Corporation and other stakeholders, and the skills and selection criteria as established by the board.
List of Candidates. The list of candidates proposed by the Nominating Committee shall be sent to the members at the time of sending the notice of the meeting to the members in accordance with section 2.03 above.
No Nominations from Floor. There shall be no nominations for directors from the floor of the annual meeting at which directors are to be elected. Nominations for directors shall take place in accordance with the provisions of this by-law.
5.05 Election and Term and Term Limits
Subject to the articles, the members will elect the directors at each annual meeting at which an election of directors is required. Directors shall be elected and shall retire in rotation. In each year approximately one-third (1/3) directors shall be elected for a term expiring at the close of the third (3rd) annual meeting of members following their election (hereinafter referred to as a “Three-Year Term”). If an election of directors is not held at the proper time, the incumbent directors shall continue in office until their successors are elected.
A Director may serve a maximum of two (2) consecutive Three-Year Terms after which such individual may not stand for re-election unless a minimum of twelve (12) months has elapsed since the expiry of such individual’s last term. Notwithstanding the foregoing, no director on the board immediately prior to the approval of this By-law may serve on the board for more than six
(6) consecutive years unless a minimum of twelve (12) months has elapsed since the expiry of such individual’s last term.
The partial term served when an individual is appointed or elected for the remainder of a term to fill a vacancy on the board resulting from an occurrence under section 5.07 shall not count toward the term limits.
5.06 Removal of Directors
Subject to the Act, the members may by ordinary resolution passed at a special meeting of members remove any director from office, and the vacancy created by such removal may be filled at the same meeting by the members, failing which it may be filled by the board.
5.07 Vacancy in Office of Director
The office of a director shall be automatically vacated if:
the director delivers a written notice of resignation to theCorporation;
the director ceases to be qualified for election as adirector;
if the director misses three (3) consecutive meetings of the Board, unless the Board determines by resolution otherwise;or
the director is removed from office by themembers.
5.07 Filling Vacancy in Office of Director
A quorum of the board may fill a vacancy in the board, except for a vacancy resulting from:
an increase in the number or minimum number of directors provided for in the articles;or
a failure of the members to elect the number or minimum number of directors provided for in thearticles.
SECTION 6 – MEETINGS OF DIRECTORS
Meetings of the board may be called by the chair of the board, the vice-chair of the board or any two (2) directors at any time.
6.02 Notice of Meeting
Notice of the time and place for the holding of a meeting of the board shall be given in the manner provided in section 9.01 (Method of Giving Notices) of this by-law to every director of the Corporation not less than forty-eight (48) hours before the time when the meeting is to be held, if delivered or sent other than by mail. Notice by mail shall be sent at least fourteen (14) days prior to the meeting. 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 Regular Meetings
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.
A majority of directors in office from time to time shall constitute a quorum for meetings of the board.
6.05 Votes to Govern
Each director has one (1) vote. 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 at a board meeting, the chair of the meeting in addition to an original vote shall not be entitled to a second or casting vote.
6.06 Electronic Meetings of Directors
If all the directors consent thereto generally or in respect of a particular meeting, a director may, in accordance with the Regulations, participate in a meeting of directors or of a committee of directors by means of a telephonic, an electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting and a director so participating in a meeting is deemed for the purposes of the Act to be present at that meeting. Any such consent shall be effective whether given before or after the meeting to which it relates and may be given with respect to all meetings of the board and of committees of the board.
6.07 Resolution in Lieu of Board Meeting
A resolution in writing, signed by all the directors entitled to vote on that resolution at a board meeting, is as valid as if it had been passed at a board meeting.
SECTION 7 – OFFICERS
The board may designate the offices of the Corporation, appoint officers, specify their duties and, subject to the Act, delegate to such officers the power to manage the affairs of the Corporation. A director may be appointed to any office of the Corporation. An officer may, but need not be, a director unless this by-law otherwise provide. Two or more offices may be held by the same person.
7.02 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:
Chair of the Board – The chair of the board, if one is appointed, shall be a director. The chair of the board, if any, shall, when present, preside at all meetings
of the board and of the members. The chair shall have such other duties and powers as the board may specify.
Vice-Chair of the Board – The vice-chair of the board, if one is appointed, shall be a director. If the chair of the board is absent or is unable or refuses to act, the vice-chair of the board, if any, shall, when present, preside at all meetings of the board and of the members. The vice-chair shall have such other duties and powers as the board may specify.
– The secretary, if one is appointed, 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 Corporation's minute book, minutes of all proceedings at such meetings; the secretary shall give, or cause to be given, as and when instructed, notices to members, directors, the public accountant and members of committees; the secretary, or such other officer or employee as designated by the secretary, shall be the custodian of all books, papers, records, documents and other instruments belonging to the Corporation.
– The treasurer, if one is appointed, shall keep, or cause to be kept, proper accounting records as required by the Act. The treasurer shall deposit, or cause to be deposited, all monies received by the Corporation in the Corporation’s bank account; the treasurer shall, under the direction of the board, supervise the safekeeping of securities and the disbursement of the funds of the Corporation; the treasurer shall render to the board, whenever required, an account of all their transactions as treasurer and of the financial position of the Corporation; and the treasurer shall perform such other duties as may from time to time be prescribed by the board.
Executive Director – The Executive Director, if one is appointed, shall be the chief executive officer of the Corporation and shall be responsible for implementing the strategic plans and policies of the Corporation. The Executive Director shall, subject to the authority of the board, have general supervision of the affairs of the Corporation. The Executive Director shall at all reasonable times give to the directors or any of them all information they may require regarding the affairs of the Corporation. The Executive Director shall not be a director of the Corporation.
The powers and duties of all other officers of the Corporation shall be such as the terms of their engagement call for or the board 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. In the event that any of the officers above are not appointed, to the extent that such officers have any responsibilities pursuant to any other provisions of this by-law, the board may assign those responsibilities to another officer or employee of the Corporation.
7.03 Vacancy in Office
In the absence of a written agreement to the contrary, the board may remove, whether for cause or without cause, any officer of the Corporation. Unless so removed, an officer shall hold office until the earlier of:
the officer's successor beingappointed;
such officer ceasing to be a director (if a necessary qualification of appointment); or
If the office of any officer of the Corporation shall be or become vacant, the directors may, by resolution, appoint a person to fill such vacancy.
SECTION 8 – COMMITTEES
The board may from time to time establish 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, or terminate any committee or other advisory body, as it deems necessary or appropriate. The size, composition, structure and appointment process for members of any such committee shall be established by the board. Any such committee shall operate within the rules and directions as the board may from time to time make. Any committee member may be removed by resolution of the board.
8.02 Nominating Committee
A Nominating Committee shall be established by the board in accordance with section 8.01 above for the purpose of proposing a list of candidates for election to the board. In selecting candidates for the board, the Nominating Committee shall have regard to the skills and selection criteria as established by the board.
SECTION 9 – NOTICES
Method of GivingNotices
Any notice (which term includes any communication or document), other than notice of a meeting of members, to be given (which term includes sent, delivered or served) pursuant to the Act, the articles, the by-law or otherwise to a member, director, officer or member of a committee of the board or to the public accountant shall be sufficiently given:
if delivered personally to the person to whom it is to be given or if delivered to such person’s address as shown in the records of the Corporation or, in the case of notice to a director, if delivered to the director’s latest address as shown in the records of the Corporation or 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) and received by the Director appointed under the Act to administer the Act;
if mailed by prepaid ordinary or air mail to such person at such person's recorded address, or in the case of notice to a director to the latest address as shown in the records of the Corporation or 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) and received by the Director appointed under the Act to administer the Act;
if sent to such person by telephonic, electronic or other communication facility at such person's recorded address for that purpose;or
if provided in the form of an electronic document in accordance with Part 17 of theAct.
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 to be given by the Corporation may be written, stamped, type-written or printed.
9.02 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-law or any error in any notice not affecting its substance shall not invalidate any action taken at any meeting to which the notice pertained or otherwise founded on such notice.
SECTION 10 – INDEMNITIES TO DIRECTORS AND OTHERS
Subject to the Act, the Corporation shall indemnify a director or officer, a former director or officer, or an individual who acts or acted at the Corporation’s request as a director or an officer or in a similar capacity of another entity, and their heirs and personal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the Corporation or other entity, if such individual: (a) was not judged by the court or other competent authority to have committed any fault or to have omitted to do anything that the individual ought to have done; (b) acted honestly and in good faith with a view to the best interests of the Corporation 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 Corporation’s request; and (c) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, had reasonable grounds for believing that such conduct was lawful. The Corporation shall also indemnify such individual in such other circumstances as the Act or law permits or requires to the maximum extent permitted by law. Nothing in this by-law shall limit the right of any person entitled to indemnity to claim indemnity apart from the provisions of this by-law.
10.02 Advance of Defence Costs
The Corporation may advance monies to a director, officer or other individual for the costs, charges and expenses of a proceeding referred to in section 10.01. The individual shall repay the monies if the individual does not fulfil the conditions of section 10.03.
10.03 Impermissible Indemnification
The Corporation shall not indemnify an individual under section 10.01 unless they (a) acted honestly and in good faith with a view to the best interests of the Corporation or, as the case may be, to the best interests of the other entity for which they acted as a director or officer or in a similar capacity at the Corporation’s request and (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, they had reasonable grounds for believing that their conduct was lawful.
10.04 Limitation of Liability
Every director and officer of the Corporation in exercising their powers and discharging their duties shall act honestly and in good faith with a view to the best interests of the Corporation and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Subject to the foregoing, no director or officer shall be liable for the acts, omissions, failures, neglects or defaults of any other director, officer or employee, or for joining in any act for conformity, or for any loss, damage or expense suffered or incurred by the Corporation through the insufficiency or deficiency of title to any property acquired by the
Corporation or for or on behalf of the Corporation, or for the insufficiency or deficiency of any security in or upon which any of the monies of the Corporation shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person with whom any of the monies, securities or effects of the Corporation shall be deposited, or for any loss occasioned by any error of judgment or oversight on their part, or for any other loss, damage or misfortune that shall happen in the execution of the duties of their office or in relation thereto. Nothing herein shall relieve any director or officer from the duty to act in accordance with the Act or from liability for any breach thereof.
Subject to applicable law, the Corporation may purchase and maintain such insurance for the benefit of any individual referred to in section 10.01 as the board may from time to time determine.
SECTION 11 – DISPUTE RESOLUTION
11.01 Dispute Resolution Mechanism
If a dispute or controversy among members, directors, officers or committee members of the Corporation arising out of or related to the Act, the articles or the by-law, or out of any aspect of the activities or affairs of the Corporation is not resolved in private meetings between the parties, then such dispute or controversy shall be settled by a process of dispute resolution as follows to the exclusion of such persons instituting a lawsuit or legal action:
the dispute shall be settled by arbitration before a single arbitrator, in accordance with the (Ontario) or as otherwise agreed upon by the parties to the dispute. The place of arbitration shall be the City of Ottawa in the Province of Ontario, unless otherwise agreed by the parties to the dispute. 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 on the parties and shall not be subject to appeal on a question of fact, law or mixed fact and law;and
all costs of the arbitrator shall be borne by such parties as may be determined by thearbitrator.
SECTION 12 – BY-LAWS AND AMENDMENTS
Subject to the articles, the board may, by resolution, make, amend or repeal any by-law that regulate the activities or affairs of the Corporation. Any such by-law, amendment or repeal shall be effective from the date of the resolution of directors until the next meeting of members (such period from the date of the resolution of directors until the meeting of members shall hereinafter be referred to as the “interim period”) where it may be confirmed, rejected or amended by the
members by ordinary resolution. If the by-law, amendment or repeal is confirmed or confirmed as amended by the members it remains effective in the form in which it was confirmed. The by- law, amendment or repeal ceases to have effect if it is not submitted to the members at the next meeting of members or if it is rejected by the members at the meeting. For greater certainty, if the by-law, amendment or repeal ceases to have effect in accordance with the foregoing provision, it shall not affect the prior operation of such by-law or amendment during the interim period (as defined above) or the validity of any act done or right, privilege, obligation or liability acquired or incurred under the validity of any contract or agreement made pursuant to any such by-law or amendment which were in operation during the interim period.
This section does not apply to a by-law that requires a special resolution of the members according to subsection 197(1) (Fundamental Changes) of the Act.
12.02 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.
SECTION 13 –TRANSITIONAL PROVISIONS
13.01 Transitional Provisions concerning Membership
Individuals and organizations who are members of the Corporation on the date prior to the coming into force of this By-law shall continue to hold membership in the Corporation until the earlier of (i) December 31, 2022; and (ii) the date of termination of the member’s membership in accordance with section 3.02 of this By-law, or the date of death of the member, if an individual. Notwithstanding anything to the contrary contained in this By-law, individuals and organizations holding membership in the Corporation until December 31, 2022 shall have the right to receive notice of, attend and vote at any meeting of members, if held during the period between the effective date of this By-law and December 31, 2022. Organizations that are eligible organizations under section 2.01 of this By-law may apply for renewal of their membership for 2023.
SECTION 14 – OFFICIAL LANGUAGE VERSION OF BY-LAW
14.01 English Language Version
The English language version of the By-law is the official version of the By-law. Should there be any conflict or discrepancy between this By-law and a French version of the By-law, the English version shall prevail and take precedence over the French version.
SECTION 15 – REPEAL
Upon this by-law coming into force, all prior by-laws of the Corporation are repealed. Such repeal shall not affect the previous operation of such by-law so repealed or affect the validity of any act done or right, privilege, obligation or liability acquired or incurred under the validity of any contract or agreement made pursuant to any such by-law prior to its repeal.
SECTION 16 – EFFECTIVE DATE
16.01 Effective Date
This By-law shall come into force upon confirmation by special resolution of the members of the Corporation.
CERTIFIED to be By-Law No. 1-2022 of the Corporation, as enacted by the directors of the Corporation by resolution dated as of the 21st day of May, 2022 and confirmed by the members of the Corporation by special resolution, by a majority of not less than two-thirds of the votes cast by the members of the Corporation who voted in respect of the special resolution, on the 23rd day of June, 2022.
DATED as of the 24th day of June, 2022.
STEPHANIE PRICE – Chair of the Board ALYSON GAFFNEY - Secretary