The Objects of the Corporation are as follows:
(a) To accept gifts, bequests and grants of property, real and personal, of whatsoever nature, and from whatever source within or outside Canada, to be applied for the charitable purposes of the Corporation;
(b) To provide better opportunity for all interested persons and organizations within or outside Canada to contribute financially to the 4 – H program in Ontario;
(c) To ensure funds for the future development of programs, facilities and other opportunities for youth and volunteers involved in the 4 –H program in Ontario;
(d) To receive and maintain a fund or funds and to apply from time to time all or any part therefore and/or pay therefrom for the above charitable purposes.
In this By-law and all other by-laws of the Corporation, unless the context requires otherwise,
a) “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 form time to time;
b) “Annual Meeting” means a meeting of the Members as defined in Section 6 of this By-law;
c) “Articles” means the original or restated articles of incorporation, or articles of amendment, amalgamation, continuance, reorganization, arrangement or revival of the Corporation;
d) “Board” means the Board of Trustees of the Corporation;
e) “By-law” means this By-law and any other By-law of the Corporation which is in force and effect;
f) “Chair” means chair of the Board;
g) “Fiscal Year End” means December 31 or such other date as the Trustees may determine from time to time by resolution.
h) “Member” Members if the corporation shall consist of individuals who occupy the office of the Trustee as outlined in Article 5.1. Member must also meet the requirements for eligibility outlined in Article 7.4
i) “Ordinary Resolution” means a resolution which has received the approval of at least fifty (50) per cent plus one (1) of the votes cast on that resolution;
j) “Protected Person” means each person acting or having previously acted in the capacity of a Trustee, Director, Officer or any other capacity at the request of or on behalf of the Corporation, and includes the respective heirs, executors and administrators, estate, successors and assigns of a person, who:
1. is a Trustee of the Corporation;
2. is an Officer of the Corporation;
3. is a member of a committee of the Corporation; or
4. has undertaken, or, with the direction of the Corporation is about to undertake, any liability on behalf of the Corporation or any body corporate controlled by the Corporation, whether in the person’s personal capacity or as a Trustee, Officer, employee or volunteer of the Corporation or such body corporate;
k) “Proposal” means a proposed resolution which shall be submitted to the members for a vote at an annual meeting;
l) “Regulations” means the regulations made under the Act;
m) “Special Meeting” means a meeting of the Members which is not an Annual meeting;
n) “Special Resolution” means a resolution which has received the approval of at least two-thirds (2/3) of the votes cast on that resolution;
o) “Trustee” means a member of the Board, and shall have the same meaning in all respects as is attributed to ‘Director’ under the Act;
p) “Written Resolution” means a resolution in writing signed by all the Trustees or Members entitled to vote on that resolution at a meeting of the Board or the Members, as the case may be, and which is valid as if it had been passed at a meeting of the Board or Members.
In the interpretation of this By-law, words in the singular include the plural and vice-versa, and words in one gender include all genders.
Unless otherwise stated, ‘resolution’ shall mean an Ordinary Resolution.
Other than is specified otherwise in this By-law, words and expressions defined in the Act have the same meanings when used in this By-law.
All section and other headings inserted herein are for convenience of reference only and are not to be construed as amending or derogating from the meaning of the words used in any section or part of this By-law.
“Shall” and “will” shall be construed as imperative, and “may” interpreted as permissive.
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.
The Corporation may have a corporate seal in the form approved by the Board, which shall be kept in the custody of the Secretary to the Board.
The Head Office of the Corporation shall be located within Ontario at a specific location that the Board may determine from time to time by resolution.
5.1 Eligibility for Membership
There shall be one class of membership in the Corporation. Each Member shall be entitled to receive notice of and attend all meetings of the Members, and shall have the right to cast one vote on all matters before the Members.
Members of the Corporation shall consist of individuals who occupy the office of Trustee.
5.2 Termination of Membership
The interest of a Member of the Corporation is not transferable and ceases to exist upon:
a) the member ceasing to be eligible under the provisions of this By-law;
b) the acceptance by the Board of the Member’s resignation;
c) the death of the Member;
d) the dissolution of the Corporation.
A Member shall not be entitled to any compensation upon termination of membership.
6.1 Annual Meetings
The Board shall call an Annual Meeting of the Members to be held no later than six (6) months after the end of the Corporation’s Fiscal Year End, and no more than fifteen (15) months after the previous Annual Meeting, at such date, place and time as the Board may resolve, or, in the absence of such determination, the place where the head office of the Corporation is located.
The Annual Meeting shall be limited to the following matters of business:
a) consideration of the minutes of the previous Annual Meeting and any Special Meetings;
b) consideration of the financial statements of the Corporation;
c) consideration of the auditor engagement or review engagement report;
d) appointment of the auditor;
e) election of the Trustees;
f) Members’ Proposals, if any;
g) other business as stated in the notice of the meeting.
6.2 Member Proposals
Any Member entitled to vote at an annual meeting may:
a) give the Corporation written notice of any Proposal which the Member would like to have considered at the meeting; and
b) discuss at a meeting any matter with respect to which the Member would have been entitled to submit a proposal.
Provided that the Proposal is received by the Secretary within ninety (90) and one hundred and fifty (150) days of the anniversary of the previous Annual Meeting, and appears to relate in a significant way to the activities of the Corporation, and does not appear to relate to a personal grievance, the Secretary shall include the Proposal with the notice of the meeting sent to the Members.
If a Member should so request, the Secretary shall also include the Member’s statement in support of the Proposal, not to exceed 500 words, and/or the Member’s name and address.
6.3 Special Meetings
The Board may call a Special Meeting of the Members at any date and time and at any place within Canada or in the absence of such determination, at the place where the head office of the Corporation is located. Notice of a Special Meeting shall state the business to be transacted, including the text of any resolution to be submitted at the meeting. Only the business so stated may be dealt with at the meeting.
Notwithstanding the above, the Board shall call a Special Meeting upon receiving the written requisition of at least five (5) per cent of the Members eligible to vote at the meeting, provided that the requisition states the business to be transacted at the meeting.
6.4 Attendance
The persons entitled to be present at a meeting of Members shall be:
a) the Trustees
b) the Public Accountant of the Corporation,
c) and such other persons who are entitled or required under any provision of the Act, the 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 Ordinary Resolution of the Members.
A Member may participate in a meeting by electronic or telephonic means, providing that such means allow for all participants to communicate adequately with each other during the meeting. A Member so participating shall be deemed to be in attendance. Any security, confidentiality or other considerations with respect to the conduct of a meeting by electronic or telephonic means shall be resolved by the Board from time to time.
6.5 Notice
Notice of a meeting shall be sent to all Members by electronic communication mail at their last address entered into the Corporations records, or by regular mail should they so designate, no fewer than twenty-one (21) and not more than sixty (60) days from the date on which the meeting is to be held. Notice shall contain sufficient information to permit the Member to form a reasoned judgment on the decisions to be taken.
No error or omission in giving notice of an Annual or Special meeting or an adjourned meeting shall invalidate such meetings or make void any proceedings taken thereat. A Member may at any time waive notice of a meeting and may ratify, approve and confirm any or all proceedings taken or had thereat.
6.6 Quorum
Fifty (50) per cent plus one of the Members constitutes a quorum for a Members meeting. No business shall be transacted unless a quorum is present at the time of the transaction of such business. If a quorum is not present at the time appointed for a meeting, or within such reasonable time thereafter, the Members present and entitled to vote may adjourn the meeting to a fixed time and place but may not transact any other business.
6.7 Chairing the Meeting
Members’ meetings will be chaired by the Chair of the Board, or in the absence of the Chair then the Vice Chair. If neither the Chair nor the Vice Chair is available, then the Members present and entitled to vote shall choose a Trustee to chair the meeting. Adjournment
The Chair of any meeting may, with the consent of the Members present, adjourn the meeting to a fixed time and place and no notice of such adjournment need be given to the Members not in attendance.
Any business may be brought before or dealt with at the adjourned meeting which might have been brought before or dealt with at the original meeting, in accordance with the notice for that meeting.
6.8 Voting
Under normal circumstances questions submitted to the Members shall be decided by a show of hands. In the case of an equality of votes, the vote shall be deemed to have been lost
In the case of the election of Trustees voting shall be by secret ballot. In the case of a request by any Member(s) voting on any question, shall be completed by secret ballot. A tie vote shall be broken by such method of chance as the Chair of the meeting shall determine.
6.9 Record Date
Prior to a Members’ meeting, the Secretary shall determine the validity of all memberships as of the Record date, which shall be thirty (30) days prior to the meeting. A Person who becomes a Member or who renews an expired membership after the Record date does not have the right to receive notice of or, attend, or vote, at that meeting.
6.10 Written Resolutions
A Written Resolution signed by all the Members entitled to vote on that resolution at a meeting of Members, including an Annual Meeting, is valid as if it had been passed at an Annual Meeting or Special Meeting, provided that the following matters may not be dealt with by Written Resolution:
a) the resignation, removal or replacement of a Trustee, where a written statement has been submitted by the Trustee giving reasons for resigning or opposing his or her removal or replacement; and
b) the resignation, removal or replacement of the Public Accountant, where a written statement has been submitted by the Public Accountant giving reasons for resigning or opposing his or her removal or replacement.
The Trustees shall manage or supervise the management of the activities and affairs of the Corporation, and may generally exercise all such powers as the Corporation is by its Articles or by statute otherwise authorized to do.
7.1 Nomination for Election
Proposed nominations for election to the Board may be forwarded to the Nominating Committee of the Board by no later than ninety (90) days prior to the anniversary of the previous Annual Meeting.
The Nominations Committee will review all candidates, considering their skills, experience, and background, and will recommend nominees to the Members for election to the Board.
Additionally, any Member may propose a nominee, and if their Proposal is signed by no fewer than five (5) per cent of the Members, and submitted in writing to the Secretary between ninety (90) and one hundred and fifty (150) days of the anniversary of the previous Annual Meeting, their Proposal shall be put before the members for a vote in the election of Trustees.
7.2 Election
The Members shall by Ordinary Resolution determine the number of Trustees, to be between three (3) and twenty-four (24), provided that no change in the number of Trustees shall shorten the term of an incumbent Trustee.
At each Annual Meeting, a number of Trustees equal to the number of Trustees retiring plus any vacancies shall be elected.
The Board may prescribe the form of nomination paper and the form of a ballot.
7.3 Term of Office
Trustees shall be elected by the Members at the Annual Meeting for a term of two (2) years, which shall commence at the end of the meeting at which they were elected, and shall expire at the close of the Annual meeting two years’ hence, or at such time as a successor has been chosen.
A Trustee may serve a maximum of three (3) terms and afterwards is not eligible for re-election until a period of at least eleven (11) months has elapsed from the date such person ceases to be a Trustee.
7.4 Eligibility
The following are disqualified from being a Trustee:
a) a person who is not an individual;
b) an individual who is under eighteen (18) years of age;
c) an individual who has been found under the Substitute Decisions Act, 1992 or under the Mental Health Act to be incapable of managing property;
d) an individual who has been found to be incapable by any court in Canada or elsewhere;
e) an individual who has the status of bankrupt;
f) an individual who has been convicted of an indictable offence; or
g) an individual who is not a Member.
7.5 Termination
A Trustee ceases to hold office when he or she:
a) submits their written resignation to the Secretary of the Board, specifying the date upon which it shall become effective;
b) becomes disqualified in accordance with the eligibility criteria outlined in this By-law;
c) is removed by Ordinary Resolution of the Members at a Special Meeting called for the purpose and for which notice has been given;
d) is deceased;
e) is deemed to have resigned upon failing to attend fifty percent (50%) of the Board meetings in any twelve (12) month period, or any three (3) consecutive meetings, except where the Trustee has received the prior approval of the majority of the Board, which shall only be given in the event that the absentee Trustee has established to the satisfaction of the Board that there are extraordinary circumstances; or
7.6 Vacancies
Where the Board declares the seat of a Trustee vacant, and providing a quorum of the Board remains in office, the following provisions shall apply:
a) If the vacancy occurs within ninety (90) days before the Annual Meeting, the seat will remain vacant until the next Annual Meeting, at which the election of Trustees shall occur;
b) (b) If the vacancy occurs more than ninety (90) days prior to the next Annual Meeting, the Board may appoint a Member to fill the vacancy until the next Annual Meeting.
Where a vacancy occurs and causes the number of Trustees remaining on the Board to fall below quorum as defined by this By-law, then the Board shall forthwith call a Special Meeting of the Members.
7.7 Remuneration
Trustees shall serve as such without remuneration and no Trustee shall directly or indirectly receive any profit from occupying the position, provided that a Trustee may be paid reasonable expenses incurred by them in the performance of their duties, and may be compensated if they also serve as an Officer.
7.8 Standard of Care
Every Trustee and Officer in exercising his or her powers and discharging his or her duties to the corporation shall:
a) act honestly and in good faith with a view to the best interests of the corporation; and
b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
Every Trustee and Officer will comply with the Act and its Regulations, and the Corporation’s Ontario’s Articles and By-laws.
Meetings of the Board of Trustees shall be held at such time and place as shall be determined by the Board. Meetings may be convened by the Chair, the Vice-Chair, or any two (2) Trustees.
8.1 Notice
The Secretary shall ensure that Trustees receive not less than forty-eight (48) hours’ notice via electronic means or fourteen (14) days’ notice by mail, of a Board meeting. Notice of a meeting shall specify the business to be transacted thereat.
Notwithstanding the foregoing, no notice of a Board meeting which immediately follows the Annual Meeting of the Members is required, provided that a quorum of the Trustees is present.
Trustees may waive notice of a meeting and may ratify, approve and confirm any or all proceedings taken or had thereat.
No error or accidental omission in giving notice of any Board meeting shall invalidate such meeting or make void any proceedings taken at such meeting.
8.2 Quorum
Fifty (50) per cent plus one of the Members constitutes a quorum for a Members meeting. No business shall be transacted unless a quorum is present at the time of the transaction of such business. If a quorum is not present at the time appointed for a meeting, or within such reasonable time thereafter, the Members present and entitled to vote may adjourn the meeting to a fixed time and place but may not transact any other business.
8.3 Voting
Under normal circumstances questions submitted to the Members shall be decided by a show of hands. In the case of an equality of votes, the vote shall be deemed to have been lost
In the case of the election of Trustees voting shall be by secret ballot. In the case of a request by any Member(s) voting on any question, shall be completed by secret ballot. A tie vote shall be broken by such method of chance as the Chair of the meeting shall determine.
8.4 Participation by Electronic Means
A Trustee may participate in a Board meeting by electronic or telephonic means, provided that all meeting participants may communicate adequately with each other. A Trustee so participating shall be deemed to be present at the meeting.
8.5 Adjournments
Any meeting of Trustees may be adjourned to a future date. Any business that might have been transacted at the original meeting from which the adjournment took place may be transacted upon the resumption of the adjourned meeting. No notice is required for the resumption of any adjourned meeting if the time and place of the adjourned meeting is announced at the original meeting.
9.1 Appointment
Officers of the Corporation shall be the Chair, the Vice-Chair, the Secretary and the Treasurer. Any two offices may be held by the same person. The Board may from time to time appoint additional Officers or agents, who shall have such authority and shall perform such duties as may from time to time be prescribed by the Board.
Officers of the Corporation shall be appointed by resolution of the Board at the first meeting following the Annual Meeting of Members.
The office of Secretary and Treasurer may be held by the same person. Officers need not be a Trustee or Member of the Corporation.
9.2 Term
Officers shall be appointed for a two (2) year term from the date of appointment, or until a successor has been appointed.
9.3 Remuneration
Officers who are not Trustees may be remunerated in such manner as may be determined by resolution of the Board.
9.4 Termination and Vacancy
An Officer shall cease to hold office when he or she:
a) resigns in writing;
b) is deceased; or
c) is removed by Ordinary Resolution of the Board, which shall be at the Board’s sole and absolute discretion.
If the office of any Officer becomes vacant, the Trustees may be (by) resolution appoint a person to fill such vacancy.
The Board may from time to time and at their sole discretion delegate any of the powers of an Officer to any other Officer or Trustee.
9.5 Duties of the Chair
The Chair of the Board shall be the chief executive officer of the Corporation, and shall preside at all meetings of the Members and the Board. The Chair shall be responsible for the general and active management of the affairs of the Corporation and shall see that all orders and resolutions of the Board are carried into effect. The Chair shall sign instruments as required, shall perform all other duties incident to the office, and shall have such further powers and duties as may from time to time be assigned by the Board.
9.6 Duties of the Vice-Chair
The Vice-Chair shall, in the absence, inability or refusal to act of the Chair, perform the duties and exercise the powers of the Chair, and such other duties as shall from time to time be determined by the Board.
9.7 Duties of the Treasurer
The Treasurer shall have the care and supervision 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 from time to time. He/she will disburse vouchers for such disbursements, and shall render to the chair and Trustees at the regular meeting of the Board, or whenever they may require it, an accounting of all the transactions and a statement of the financial position, of the Corporation. He shall also perform such other duties as may from time to time be directed by the Board.
9.8 Duties of the Secretary
The Secretary shall give or cause to be given notice for all Member, Board and committee meetings, and shall have charge of the corporate seal, the minute books, and all documents and registers required by the Act.
The Secretary may be empowered by the Board upon resolution to carry out the general affairs of the Corporation under the supervision of another Officer, 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. He or she shall give or cause to be given notice all meetings of the members and the Board and shall perform such other duties as may be prescribed by the Board from time to time, or by the Chair under whose supervision he or she shall be. The Secretary shall further be the custodian of the seal of the Corporation, which he or she shall deliver only when authorized by resolution of the Board, to such persons as shall be named in the resolution.
9.9 Other Officers
The duties of all other officers of the Corporation shall be such as the terms of their engagement call for or as the Board of Trustees shall resolve
The Corporation shall purchase and maintain appropriate liability insurance for the benefit of the Corporation and each Protected Person. The insurance shall address coverage limits in amounts per occurrence with an aggregate maximum limit as deemed appropriate by the Board, and shall include:a) property and public liability insurance;
b) Trustees’ and Officers’ insurance; and
c) may include such other insurance as the Board sees fit.
No coverage shall be provided for any liability relating to a failure to act honestly and in good faith with a view to the best interests of the Corporation.
Absent the failure to act honestly and in good faith in the performance of the duties of office, and save as may be otherwise provided in any legislation or law, no Protected Person shall be personally liable for any loss or damage or expense to the Corporation arising out of the acts (including wilful, negligent or accidental conduct), receipts, neglects, omissions or defaults of such Protected Person or of any other Protected Person.
Every Trustee 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 corporation controlled by it and their heirs, executors and administrators, and estate and effects, respectively, shall from time to time and at all times, be indemnified and saved harmless out of funds of the Corporation, from and against:
a) all costs, charges and expenses whatsoever which such Trustee, Officer or other person sustains or incurs in or about any action, suit or proceeding that is brought, commenced or prosecuted against the Trustee, Officer or other person for or in respect of any act, deed matter or thing whatever, made, done or permitted by them, in or about the execution of such office or in respect of any such liability; and
b) all other costs, charges and expenses which the Trustee, Officer or other person sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by their own wilful neglect or default.
Except as otherwise provided in the Act, no Trustee or Officer for the time being of the Corporation shall be liable for the acts, receipts, neglects or defaults of any other Trustee or Officer or employee or for any loss, damage or expense happening to the Corporation through the insufficiency of deficiency of title to any property acquired by the Corporation or for or on behalf of the Corporation or for the insufficiency of deficiency of any security in or upon which any of the moneys of or belonging to the Corporation shall be placed out or invested or for any loss or damage arising from the bankruptcy, insolvency or tortuous act of any person including any person with whom or which any moneys, securities or effects shall be lodged or deposited or for any loss, conversion, misapplication or misappropriation of or any damage resulting from any dealings with any moneys, securities or other assets belonging to the Corporation or for any other loss, damage or misfortune whatever which may happen the execution of the duties of the Trustee’s or Officer’s respective office or trust or in relationthere to unless the same shall happen by or through the Trustee’s or Officer’s own willful neglect or default.
In accordance with the Act and any Board Regulations, Trustees and Officers shall disclose any interests, whether direct, indirect or imputed, in any matter as required by the Act and comply with all other requirements in the Act in respect of such conflict of interest.
Without limiting the generality of the above, where a Trustee or Officer is:
a) a party to a material contract or transaction, or a proposed material contract or transaction with the Corporation; or
b) a Trustee or officer of, or has an immediate material interest in, any person who is a party to a material contract or transaction or proposed material contract or transaction with the Corporation,
c) the Trustee shall disclose to the Board, and request to have entered into the minutes of Board meetings, the nature and extent of their interest, whether or not Board approval of the contract or transaction is required.
This disclosure shall be made at the earliest of:
a) the first meeting at which the proposed contract or transaction is considered; or
b) at the first meeting after which the Trustee becomes so interested; or
c) being so interested, at the first meeting after assuming the office of Trustee.
Trustees who have a conflict as defined herein shall not attend any part of a Board or committee meeting during which the contract or transaction is being discussed, and shall not vote on any Resolution the subject of which involves the contract or transaction.
If quorum does not exist for the purpose of voting on a Resolution to approve a contract or transaction only because a Trustee is not permitted to be at a meeting due to a conflict of interest, the remaining Trustees are deemed to constitute a quorum for the purpose of voting on that resolution.
The Board may from time to time strike standing and/or ad hoc committees, or other advisory bodies, for such purposes and with such powers as the Board shall see fit.
Committee members may be appointed and removed by Ordinary Resolution of the Board, and need not be Trustees, except as otherwise specified herein. The Board may fix any remuneration to be paid to committee members who are not Trustees.
A Committee shall as soon as is reasonably possible upon its appointment submit its terms of reference and rules of procedure for the Board’s approval, and shall thereafter submit reports and make recommendations to the Board, but shall not make decisions on behalf of the Corporation, and in no circumstances shall have the authority to bind the Corporation, unless such authority is specifically granted by the Board or this By-law.
Committee meetings shall be held at any time and place to be determined by its members, provided that each committee member has received notice of no less than fourteen (14) days by mail, or forty-eight (48) hours’ notice in a manner other than by mail. No error or omission in giving notice of any meeting of a Committee shall invalidate a meeting or make void any proceedings taken thereat.
Committee members may participate in meetings by telephonic or electronic means, provided that such means permit all participants to communicate with each other. A committee member so participating shall be deemed to have been present at the meeting.
The Board shall have the following Standing Committees:
13.1 Executive Committee
The Executive Committee shall be comprised of the Chair, the Vice Chair, the Treasurer, the Secretary and the most recent Past Chair, and such other Trustees as may be appointed by the Board from time to time. The Executive Committee shall be chaired by the Chair of the Board. Three (3) members of the Executive Committee shall constitute a quorum.
The Board may delegate to the Executive Committee any or all of its powers, subject to restrictions, if any, contained in the Act or this By-law, or imposed from time to time by the Board, but all decisions taken by the Executive Committee pursuant to this delegated authority must be reported to the Board at the next Board meeting. The Secretary or designate shall record the minutes of the Executive Committee meetings and shall forward same to the Board prior to the next Board meeting.
13.2 Nominating Committee
The Nominating Committee shall be chaired by the Past Chair, or in the absence of a Past Chair, a Trustee to be appointed by the Board. The current Board Chair, Vice Chair and the Chair of the 4 – H Ontario Council shall also be members of the Nominating Committee.
13.3 Finance and Audit Committee
The Finance and Audit Committee shall be chaired by the Treasurer. Membership to the Finance and Audit Committee shall include the Secretary, and such other Trustees or members as shall be appointed by the Board from time to time.
Contracts, documents, cheques, drafts or orders for payment of money and all notes and acceptances and bills of exchange, or any instruments in writing requiring the signature of the Corporation may 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.
Without limiting the generality of the foregoing, the Board may from time to time by resolution appoint any Officer or Officers or other agent to sign specific contracts, documents or Instruments in writing on behalf of the Corporation.
The Board may by resolution give the Corporation’s Power of Attorney to any registered dealer in securities for the purposes of transferring of and dealing with any stocks, bonds, and other securities of the Corporation.
The banking of the Corporation shall be transacted at such bank or trust company, by an Officer or Officers of the Corporation or other agents as the Board may determine from time to time by resolution.
The Trustees of the Corporation, without the authorization of the Members, may:
a) borrow money on the credit of the Corporation;
b) issue, reissue, sell, pledge or hypothecate debt obligations of the Corporation;
c) give a guarantee on behalf of the Corporation;
d) 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 the Corporation.
The Corporation will keep at its head office the following records in accordance with the requirements of the Act:
a) Articles, By-laws and their amendments; and any unanimous members agreements;
b) minutes of meetings of Members and any Member committees;
c) resolutions of Members and any Member committees;
d) if any debt obligations are issued by the corporation, a debt obligations register.
e) a Trustees and Officers register showing their name and residential address, an e-mail address if they have consented to receiving information or documents electronically, and the date on which each person commenced and if applicable ceased to be a Trustee or Officer;
f) a Members register showing the name and residential or business address of each Member, an e-mail address if the Member has consented to receiving information or documents electronically; the date on which each person named in the register became and if applicable ceased to become a Member; and the class of their membership.
The records described in (a) to (f) above, together with the accounting records must be open to inspection by the Trustees at all reasonable times. In addition, following a request from a Trustee, the Corporation must provide the Trustee with any extract of the records free of charge.
Upon request, a Member, a Member’s personal representative, or a creditor of the Corporation may examine the records referred to in (a) to (e) above and may, on payment of a reasonable fee, obtain copies of such records during the corporation’s usual business hours. Accounting records shall not be available to Members.
When notice is given under the By-Laws by the following means, that notice is deemed to have been given at the following time:
a) if given by telephone, notice is deemed given at the time of the telephone call;
b) if given by mail to the last address shown on the Corporation’s records, notice is deemed given on the third day after mailing;
c) if given in writing by courier or personal delivery, notice is deemed given when delivered;
d) if given by e-mail, notice is deemed given when sent;
e) if posted on a notice board pursuant to section 6.05(c), notice is deemed given on the date of posting;
f) if published pursuant to sections 6.05(d) or 6.05(e), notice is deemed given on the date of publication; and
g) if provided by other electronic means, notice is deemed given when transmitted
18.2 Declaration of Notice
At any meeting, the declaration of the Secretary or chair of the meeting that notice has been given pursuant to this By-Law shall be sufficient and conclusive evidence of the giving of such notice. No formal notice of a meeting is necessary if all those entitled to notice are present or if those absent have signified their consent to the meeting being held without notice and in their absence.
18.3 Waiver
Where a notice or document is required to be sent pursuant to the By-Laws or the Act, the person entitled to receive the notice or document may consent in writing to waive either the sending of the notice or document or the time within which the notice or document must be sent.
The Board of Trustees may pass, amend or repeal this By-law by Ordinary Resolution, except where to do so is contrary to this By-law or the Act, provided that where the Board has approved any such amendments, it shall submit same to the Members at the next Members’ meeting, and the Members may confirm, reject, amend or repeal the revised By-law.
Any Trustee’s amendment to the By-law shall take effect from the date of the Resolution of the Board, but shall cease to be in effect as of the date of the next Members’ meeting if not submitted to the Members for a vote at that meeting, or if at that meeting such amendments are rejected by the Members.
All prior By-laws of the Corporation are hereby repealed and the foregoing By-Law No. 1 hereby approved by the Board of Trustees, at a duly constituted meeting of the Board on this day 22 of March, 2014.
19.1 Effective Date of this By-Law
This By-Law shall only be effective upon approval of the Board of Trustees and the issuance of the Corporation’s Certificate of Continuance under the Act by Industry Canada.
c) act honestly and in good faith with a view to the best interests of the corporation; and
d) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.
Every Trustee and Officer will comply with the Act and its Regulations, and the Corporation’s Ontario’s Articles and By-laws.