[{"id":"7ca1cfb9-36db-484f-aae9-3495d1eb2155","order":1,"text":"BY-LAW NO. 1","fontSize":"22","textAlign":"center","bold":true,"underline":false,"marginBottom":"5","cflou":false,"active":true},{"id":"2cf4a158-7fb8-4ff7-9a61-f9b034a28bea","order":2,"text":"A BY-LAW RELATING GENERALLY TO THE CONDUCT OF THE AFFAIRS OF","fontSize":"15","textAlign":"center","bold":true,"underline":false,"marginBottom":"3","cflou":false,"active":true},{"id":"8e466825-0126-47fb-9f26-93cefdfb6b0b","order":3,"text":"[NAME OF THE CORPORATION]","fontSize":"20","textAlign":"center","bold":true,"underline":false,"marginBottom":"5","cflou":false,"active":true},{"id":"7ab48990-23b6-4b81-8440-c2c18d1c60f5","order":4,"text":"(the "Corporation")","fontSize":"14","textAlign":"center","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"d7b432d2-787e-4ba8-8b82-78565261ffc4","order":5,"text":"BE IT ENACTED as a by-law of the Corporation, a corporation without share capital incorporated under the Canada Not-for-profit Corporations Act, S.C. 2009, c. 23 (the "Act"), as follows:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"6fbad0f0-fe89-4602-8d20-a7b186ce9a88","order":6,"text":"1. INTERPRETATION","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S01"},{"id":"e68322bc-da75-4def-86e5-04bcdd438b56","order":7,"text":"In this by-law and in all other by-laws of the Corporation, unless the context otherwise requires:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1ec15423-07df-4ac5-a8d0-e8e30663a8d0","order":8,"text":"(a) "Act" means the Canada Not-for-profit Corporations Act, S.C. 2009, c. 23, and any statute that may be substituted therefor, including the regulations made thereunder, as amended from time to time;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a8649f71-47ab-4849-8572-d84d8fcd3615","order":9,"text":"(b) "Articles" means the original or restated articles of incorporation, articles of amendment, articles of amalgamation, articles of continuance, articles of reorganization, articles of arrangement and articles of revival of the Corporation, and any amendments thereto;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"dc96411a-d01c-420e-84c9-5f3fbbdd8ef9","order":10,"text":"(c) "Board" means the board of directors of the Corporation and "Director" means a member of the Board;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7b29bc6f-997c-4b9c-955c-ccf241b9bed5","order":11,"text":"(d) "by-law" means this by-law and any other by-law of the Corporation as amended and which is, from time to time, in force and effect;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9eede096-2e4e-400d-b8ca-de8a47d4ee52","order":12,"text":"(e) "Corporation" means the corporation incorporated under the Act and named [Name of the Corporation];","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e53b6630-653c-4532-ac7b-12f55e6ca0b2","order":13,"text":"(f) "Meeting of Members" includes an annual meeting of members and a special meeting of members; "special meeting of members" includes a meeting of any class or group of members and a special meeting of all members entitled to vote at an annual meeting of members;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"bee8eb09-c5e5-4ac1-88b9-7c017ebfde1a","order":14,"text":"(g) "Member" means a member of the Corporation;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5aded59b-12f5-47d8-8060-d7bcb15fea70","order":15,"text":"(h) "ordinary resolution" means a resolution passed by a majority of not less than fifty per cent (50%) plus one (1) of the votes cast on that resolution;","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"63acbee3-3508-44c8-95f1-8056a0b1765b","order":16,"text":"(i) "special resolution" means a resolution passed by a majority of not less than two-thirds (2/3) of the votes cast on that resolution.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3beca1af-d4b7-4bbd-ac12-591d19019834","order":17,"text":"Words importing the singular number include the plural and vice versa; words importing one gender include all genders; and the word "person" includes an individual, body corporate, partnership, trust and unincorporated organization. Any reference to a statute or statutory provision includes that provision as amended, re-enacted or replaced from time to time.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"72a6864f-7c69-4d9b-b396-55cb15882d9b","order":18,"text":"In the event of any conflict or inconsistency between this by-law and the Act, the Act shall prevail; and in the event of any conflict or inconsistency between this by-law and the Articles, the Articles shall prevail. Any provision of this by-law that is contrary to the Act shall be deemed amended to the extent necessary to comply with the Act, and the remaining provisions shall continue in full force and effect.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"55022570-5cb7-4b08-9b1c-a854c46cfcc8","order":19,"text":"Any document, notice, resolution, instrument or signature contemplated by this by-law may be created, sent, signed or retained in electronic form to the extent permitted by the Act and applicable legislation respecting electronic documents and signatures, and an electronic signature so applied shall have the same effect as a manuscript signature. The headings used in this by-law are inserted for reference only and shall not affect its construction or interpretation.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"6c97bc4f-65e9-41e5-9c24-3e4db7872945","order":20,"text":"2. REGISTERED OFFICE","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S02"},{"id":"a517dd7a-b935-4dcc-8e85-6be890abda8d","order":21,"text":"The registered office of the Corporation shall be located in the Province of [Province], Canada, at such place therein as the Board may from time to time determine. The Corporation may, by resolution of the Board, change the place within the said province at which its registered office is situated, and may establish such other offices and places of business, whether within or outside Canada, as the Board may consider necessary or desirable for the conduct of the affairs of the Corporation.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"bcb929ec-09eb-4a05-8b8d-5f4d6fb23149","order":22,"text":"3. CORPORATE SEAL AND EXECUTION OF DOCUMENTS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S03"},{"id":"9c0df491-ebe9-4166-8506-816c5999e3c8","order":23,"text":"The Corporation may, but need not, have a corporate seal. Where a corporate seal is adopted, it shall be in such form as the Board may by resolution approve, and the absence of a seal from any instrument shall not affect its validity.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"648711be-e67a-45ac-b5c5-4cf2faf5eeda","order":24,"text":"Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring execution by the Corporation may be signed by any two (2) of its officers or Directors, or by such person or persons as the Board may from time to time designate by resolution. The Board is authorized from time to time to appoint any officer or officers, or any person or persons, on behalf of the Corporation, either to sign instruments in writing generally or to sign specific instruments. Any signing officer may affix the corporate seal, where one exists, to any instrument requiring the same.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"5887b832-7d36-4555-9e13-3adf9539acd5","order":25,"text":"4. MEMBERSHIP","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S04"},{"id":"a9c19b92-30a8-46e8-bb0e-e615620bc700","order":26,"text":"Subject to the Articles, there shall be one (1) class of voting members in the Corporation, designated as the "Voting Members". Each Voting Member shall be entitled to receive notice of, to attend and to vote at all Meetings of Members, and at any such meeting each Voting Member present and entitled to vote shall be entitled to one (1) vote.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1ec79356-7bb9-41ef-9cec-0aee67f04b5b","order":27,"text":"Membership in the Corporation shall be available to any person interested in furthering the purposes of the Corporation who has applied for membership and whose application has been approved by [the Board]. The conditions of membership shall be such as the Board may by resolution from time to time determine, subject to the Act and the Articles.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0493de4d-4367-4ac4-a784-3f586eb417bd","order":28,"text":"The Board may by resolution fix the amount of, and the terms of payment of, the annual membership dues, if any, payable by the members. A member whose dues remain unpaid for the period determined by the Board, after written notice of the default, shall cease to be a member of the Corporation; provided that the Board may reinstate any such member on such terms as it considers appropriate.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d5ee5c5d-be60-444e-8627-5ee770ccf481","order":29,"text":"A member may withdraw from membership in the Corporation by delivering a written resignation to the Corporation, whereupon the membership of that member is terminated. The interest of a member in the Corporation is not transferable and lapses and ceases to exist upon the member's death, resignation, expulsion or other termination of membership in accordance with this by-law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a6e06a08-1ae5-44e8-8bbb-8ebfb9b03848","order":30,"text":"In accordance with section 197 of the Act, a special resolution of the members is required to make any amendment to the Articles or by-laws of the Corporation to add, change or remove any rights or conditions attaching to a class of members, including a right to vote.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"58daab6c-ee7a-4169-88ae-53942c541fa9","order":31,"text":"5. DISCIPLINE AND TERMINATION OF MEMBERSHIP","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S05"},{"id":"d3110dca-72e8-4ae6-8614-13953c20c76d","order":32,"text":"The Board shall have authority to suspend or expel a member from the Corporation for any one or more of the following grounds: (a) the member has failed to comply with any provision of the Articles, the by-laws or the policies of the Corporation; (b) the member has carried on conduct that is detrimental to the Corporation as determined by the Board in its reasonable discretion; or (c) any other ground that the Board, acting reasonably and in good faith, considers to be in the best interests of the Corporation.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"fd0d9203-01b8-4619-806d-9b94cfb4edbd","order":33,"text":"Before any suspension or expulsion takes effect, the Board shall give the member not less than fifteen (15) days' written notice of the proposed suspension or expulsion and the reasons therefor. The member shall be given an opportunity to be heard by the Board, in person or in writing, at a meeting of the Board before the effective date of the suspension or expulsion, and the Board shall consider any representations made by the member before reaching its decision. The Board shall notify the member in writing of its decision, which shall be final.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ae24d1f5-49be-4b07-b106-3efd4d31c22c","order":34,"text":"A suspended member shall, during the period of suspension, not be entitled to exercise any of the rights of membership, including the right to receive notice of, to attend or to vote at Meetings of Members. Expulsion of a member terminates the membership of that member and all rights attaching thereto, without prejudice to any liability of the member to the Corporation accrued before termination.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"1d720e20-6eaa-40d9-9f81-f31e7c673093","order":35,"text":"6. ADDITIONAL CLASS OF MEMBERS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","displayConditions":[{"field":"f00673d5-937a-4e16-a991-cdc96a9d14cf","value":"1","type":"add","operator":"="}],"sectionNum":"S06"},{"id":"068dcca9-b639-4e7d-8657-418656946f25","order":36,"text":"In addition to the Voting Members, the Corporation shall have a second class of members, designated as the [Name of the non-voting class]. The [non-voting class] shall be entitled to receive notice of and to attend Meetings of Members but shall not be entitled to vote thereat, except where a separate vote of that class is required by the Act.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"f00673d5-937a-4e16-a991-cdc96a9d14cf","value":"1","type":"add","operator":"="}]},{"id":"65ed5ce2-f720-4855-9d80-827d6ece2320","order":37,"text":"The conditions of admission to, and the rights and obligations of, the [non-voting class] shall be such as the Board may by resolution from time to time determine, subject to the Act and the Articles. Despite any other provision of this by-law, the members of the [non-voting class] shall be entitled to vote separately as a class in the circumstances set out in subsection 199(1) of the Act.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"f00673d5-937a-4e16-a991-cdc96a9d14cf","value":"1","type":"add","operator":"="}]},{"id":"7786c915-5e90-4ac0-b352-b03c270b1974","order":38,"text":"7. MEETINGS OF MEMBERS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S07"},{"id":"5743e1a6-3969-4559-8048-d711827f444c","order":39,"text":"The annual meeting of members shall be held at such time and place within Canada, or, if all the Voting Members entitled to vote at the meeting so agree, outside Canada, as the Board may determine, for the purpose of receiving the financial statements of the Corporation and the report of the public accountant (if any), electing Directors, dealing with the appointment of a public accountant in accordance with this by-law, and transacting such other business as may properly be brought before the meeting.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9c3abddc-90fd-4f48-b60b-a51b792b129a","order":40,"text":"The Board, the chair of the Board or the president may at any time call a special meeting of members. The Board shall, on requisition in writing of not less than five per cent (5%) of the Voting Members, call a special meeting of members in accordance with section 167 of the Act.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"333def15-a281-4686-a95b-95e24d3f461e","order":41,"text":"Notice of the time and place of a Meeting of Members shall be given to each member entitled to vote at the meeting, to each Director and to the public accountant (if any) by any means permitted by the Act, not less than twenty-one (21) days and not more than sixty (60) days before the day on which the meeting is to be held. The notice shall state the nature of any special business to be transacted in sufficient detail to permit a member to form a reasoned judgment thereon, and shall state the text of any special resolution to be submitted to the meeting.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ce328743-aff6-47c8-9656-b45b17750936","order":42,"text":"For the purpose of determining the members entitled to receive notice of, or to vote at, a Meeting of Members, the Board may fix in advance a record date, which shall not precede by more than sixty (60) days, nor by less than twenty-one (21) days, the date on which the meeting is to be held. If no record date is fixed, the record date for the determination of members entitled to receive notice of a meeting shall be determined in accordance with section 161 of the Act.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0ecc8e9a-2676-4ff3-aef3-a19466450a9d","order":43,"text":"The Board shall, not less than twenty-one (21) days before the annual meeting of members or before the signing of a resolution in lieu of that meeting, provide to the members the financial statements and other documents required by the Act, or a copy thereof, or, in the manner permitted by the Act, a summary thereof together with a notice informing the member of the procedure to obtain a copy of the documents free of charge.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"407a9dbf-977f-4fa7-ad95-3a6dfd169180","order":44,"text":"A member or any other person entitled to attend a meeting may, in any manner, waive notice of the meeting, and attendance of any such person at the meeting is a waiver of notice of the meeting, except where the person attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting was not lawfully called.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ba5df566-b9c5-491d-8fc6-cfebe10b3240","order":45,"text":"A quorum at any Meeting of Members shall consist of [Members] Voting Members present in person or, where permitted, present by telephonic or electronic means, at the commencement of the meeting. If a quorum is present at the opening of a meeting, the members present may proceed with the business of the meeting even if a quorum is not present throughout the meeting.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"612611dc-90f3-4e54-86d4-adec6ff843da","order":46,"text":"If permitted by the Board and subject to the Act, any person entitled to attend a Meeting of Members may participate in the meeting by telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting, and a person so participating is deemed to be present at the meeting. The Board may also determine that a Meeting of Members shall be held entirely by means of such a communication facility, in accordance with the Act.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"bba9e66a-62e9-44c0-b3bd-14793bb56f68","order":47,"text":"8. VOTING OF MEMBERS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S08"},{"id":"6a9f3b1a-787f-480e-8eab-fb190d78cbff","order":48,"text":"Every question submitted to a Meeting of Members shall be decided in the first instance by a show of hands (or, in the case of a meeting held by means of a communication facility, by an equivalent method) unless a ballot is demanded or required. Subject to the Act and the Articles, every question shall be determined by an ordinary resolution of the votes cast, save where a special resolution or a greater majority is required by the Act, the Articles or this by-law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ca4b2c83-b8da-4534-8275-0b08d844fbf3","order":49,"text":"At any Meeting of Members, unless a ballot is demanded, a declaration by the chair of the meeting that a resolution has been carried, carried by a particular majority, or lost, and an entry to that effect in the minutes of the meeting, shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against the resolution.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"634e6668-bac3-4484-af12-2c6f47041b40","order":50,"text":"A member entitled to vote at a Meeting of Members may vote by means of [a proxy appointed by the member in writing], in accordance with section 171 of the Act and any conditions the Board may prescribe. Any such instrument of proxy or other voting instrument must be received by the Corporation, in the manner and within the time specified in the notice of meeting or the instrument, before the vote to which it relates. The chair of the meeting shall determine all questions as to the validity of any instrument of proxy or voting instrument.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"03d94524-6347-4b8d-b603-7ccfcabfe4aa","order":51,"text":"In the case of an equality of votes, whether on a show of hands or on a ballot, the chair of the meeting shall not be entitled to a second or casting vote, and the motion shall be deemed lost. A resolution in writing, signed by all the members entitled to vote on that resolution at a Meeting of Members, is as valid as if it had been passed at a meeting of the members duly called and held.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"84e5248e-6b79-4500-a125-add3ee18ec65","order":52,"text":"9. BOARD OF DIRECTORS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S09"},{"id":"02258556-4a64-4907-a2e4-7ae879c489e9","order":53,"text":"The affairs of the Corporation shall be managed, or supervised in the management of, by a Board consisting of not fewer than [Minimum] and not more than [Maximum] Directors. Each Director shall, at the time of election or appointment and throughout the term of office, be an individual who is at least eighteen (18) years of age, who has not been declared incapable by a court in Canada or in another country, who is not a bankrupt and who otherwise meets the qualifications set out in the Act. Where the Corporation is a soliciting corporation, it shall have not fewer than three (3) Directors, at least two (2) of whom are not officers or employees of the Corporation or its affiliates.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e3b2b9ed-0ff2-48b0-8fad-f112efa78630","order":54,"text":"Directors shall be elected by the Voting Members at the annual meeting of members. Each Director shall hold office for a term of [Term] year(s) and until that Director's successor is elected or appointed, unless the Director earlier dies, resigns, is removed or becomes disqualified. A retiring Director shall be eligible for re-election if otherwise qualified.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"840795cd-27e5-464c-a71b-a3438e72c365","order":55,"text":"Upon the incorporation of the Corporation, the first Directors are the persons named as such in the articles or in the notice filed under the Act, who shall hold office until the first meeting of members. Where there is a failure to elect the number of Directors required by the Articles, or where a meeting of members is not held when required, the incumbent Directors shall continue in office until their successors are elected or appointed.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9946867f-c20f-49c3-92b1-9b2bb16d99ab","order":56,"text":"The Voting Members may, by ordinary resolution passed at a special meeting of members, remove any Director before the expiration of that Director's term of office and may, by ordinary resolution passed at that meeting, elect a qualified individual to fill the resulting vacancy for the remainder of the term, all in accordance with section 130 of the Act.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"64336a7b-d199-4a94-8d52-c2ef515d79e5","order":57,"text":"A Director may resign from office by delivering a written resignation to the Corporation, which resignation becomes effective at the time it is received by the Corporation or at the time specified in the resignation, whichever is later. Subject to the Act, a quorum of Directors may fill a vacancy among the Directors, except a vacancy resulting from an increase in the minimum or maximum number of Directors or from a failure of the members to elect the minimum number of Directors required by the Articles. If there is no quorum of Directors, or if the vacancy has arisen from such an excepted cause, the Board shall without delay call a special meeting of members to fill the vacancy.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"2669e8f7-d93f-4ae6-88c9-5fcc45119914","order":58,"text":"10. POWERS AND DUTIES OF THE BOARD","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S10"},{"id":"3196140f-c473-4f80-8a59-f9022e0782be","order":59,"text":"The Board shall manage or supervise the management of the activities and affairs of the Corporation and may exercise all such powers and do all such acts and things as may be exercised or done by the Corporation and are not by the Act, the Articles, the by-laws or any special resolution of the Corporation required to be exercised or done by the members in a Meeting of Members.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4da82205-4c82-4c0a-8663-ac2dbb51c7d7","order":60,"text":"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 shall exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Every Director and officer shall comply with the Act, the regulations, the Articles, the by-laws and any unanimous member agreement.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3185ce60-2da1-414e-b6d8-4cbc769ca7fd","order":61,"text":"The Corporation shall be carried on without the purpose of gain for its members, and any profits or other accretions to the Corporation shall be used in furthering its purposes. No part of the income or property of the Corporation shall be paid or distributed, directly or indirectly, to or among its members, Directors or officers, except as reasonable remuneration for services actually rendered, reimbursement of reasonable expenses, or as otherwise expressly permitted by the Act; and no member, Director or officer shall be entitled to receive, in that capacity, any of the property or assets of the Corporation otherwise than upon dissolution in accordance with this by-law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a18439e4-5580-4619-a7a4-cbf2de87d307","order":62,"text":"The Board may, on behalf of the Corporation and subject to the Act, borrow money upon the credit of the Corporation, issue, reissue, sell or pledge debt obligations of the Corporation, and charge, mortgage, hypothecate or pledge all or any of the real or personal, movable or immovable, property of the Corporation to secure any such debt obligations or any money borrowed or other obligation of the Corporation. The Board may delegate the borrowing powers described in this section to a Director, a committee of Directors or an officer of the Corporation to such extent and in such manner as the Board may determine.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ada36f1b-8de4-403a-aef1-7e1a23aca5ed","order":63,"text":"The Directors shall serve as such without remuneration and no Director shall directly or indirectly receive any profit from occupying the position of Director; provided that a Director may be reimbursed for reasonable expenses incurred in the performance of their duties. Nothing herein shall preclude a Director from receiving reasonable remuneration for services rendered to the Corporation in any other capacity, subject to the disclosure of interest provisions of this by-law and the Act.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"4229ac22-3f08-4082-aab4-180dfbe45ae9","order":64,"text":"11. MEETINGS OF THE BOARD","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S11"},{"id":"74aad1cb-aaa1-4194-8ae7-064cc93a3a7f","order":65,"text":"Meetings of the Board may be called by the chair of the Board, the president or any two (2) Directors at any time, and shall be held at such place within or outside Canada as the person or persons calling the meeting may determine. Notice of the time and place of each meeting of the Board shall be given to each Director not less than seven (7) days before the time when the meeting is to be held, by any means permitted by the Act; provided that no notice of a meeting shall be necessary if all the Directors are present or if those absent have waived notice of, or otherwise consented to, the holding of such meeting. A notice of a meeting of Directors need not specify the purpose of, or the business to be transacted at, the meeting, except where the Act requires such purpose or business to be specified.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8659e950-dafa-4311-b302-9a48441c54e8","order":66,"text":"A quorum for the transaction of business at any meeting of the Board shall consist of [Directors] Directors. No business shall be transacted at a meeting of the Board unless a quorum is present. Where there is a vacancy in the Board, the remaining Directors may exercise all the powers of the Board so long as a quorum of the Board remains in office.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"bbe29c11-57c7-498a-b331-bacf6bb7bc3a","order":67,"text":"Questions arising at any meeting of the Board shall be decided by a majority of the votes cast. In the case of an equality of votes, the chair of the meeting shall not have a second or casting vote, and the motion shall be deemed lost. A Director who is present at a meeting of the Board is deemed to have consented to any resolution passed thereat unless that Director's dissent is recorded in the minutes or the Director otherwise registers a dissent in accordance with the Act.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b22e94da-0479-4c92-b9d6-4d0f888a4426","order":68,"text":"If all the Directors of the Corporation consent, a Director may participate in a meeting of the Board or of a committee of Directors by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting, and a Director so participating is deemed to be present at that meeting. A resolution in writing, signed by all the Directors entitled to vote on that resolution at a meeting of the Board or a committee of Directors, is as valid as if it had been passed at a meeting duly called and held.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"9750ea97-48ce-4efe-9bdd-31ecdc5efde2","order":69,"text":"12. OFFICERS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S12"},{"id":"a03577f2-efd3-4cc7-828a-73a1d1f140b5","order":70,"text":"The Board may from time to time appoint such officers of the Corporation as it may determine, including a chair of the Board, a president, one or more vice-presidents, a secretary, a treasurer and such other officers as the Board may consider necessary or desirable. One person may hold more than one office. The Board may specify the duties of, and delegate to, the officers of the Corporation powers to manage the activities and affairs of the Corporation, save for any power that the Act requires the Board itself to exercise.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"29cb6c1a-c824-4063-afbe-b1d8be7d9de5","order":71,"text":"The president shall, when present and unless the Board has appointed a chair of the Board to do so, preside at all Meetings of Members and at all meetings of the Board, and shall have the general management and direction, subject to the authority of the Board, of the affairs of the Corporation. The secretary shall attend and keep the minutes of all Meetings of Members and meetings of the Board, shall give all notices required to be given to members and Directors, and shall be the custodian of the corporate seal (if any) and of the books, records, documents and instruments belonging to the Corporation. The treasurer shall keep proper books of account, shall be responsible for the deposit of money, the safekeeping of securities and the disbursement of the funds of the Corporation, and shall render to the Board, whenever required, an account of all such transactions and of the financial position of the Corporation.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8b2ad233-49d3-4a0b-bf48-2e787f5d2fe6","order":72,"text":"The officers of the Corporation shall hold office at the pleasure of the Board, and the Board may remove any officer from office by resolution. Otherwise, each officer shall hold office until a successor is appointed. The powers and duties of all officers shall be such as the terms of their engagement call for, or as the Board or, except as the Act otherwise requires, the chief executive officer may specify.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"f2317371-387c-496f-abed-633722274b1d","order":73,"text":"13. EXECUTIVE COMMITTEE AND COMMITTEES","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S13"},{"id":"648a27c7-689b-434c-a7c2-922df7398112","order":74,"text":"The Board may appoint from among its number an executive committee consisting of such number of Directors as the Board may determine, and may delegate to the executive committee any of the powers of the Board, subject to the restrictions, if any, contained in the by-laws or imposed from time to time by the Board, and subject to the powers that, under the Act, a committee of Directors has no authority to exercise.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4974eebf-9af6-4548-8a86-88ca66ecf85d","order":75,"text":"The Board may from time to time appoint any other committee or other 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. A committee may include persons who are not Directors, provided that any power delegated to the committee is exercised only by, or subject to the approval of, the Directors who are members of the committee where the Act so requires. Any committee member may be removed by resolution of the Board.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"03cab06c-2d03-4210-971b-56b5150979a3","order":76,"text":"14. DISCLOSURE OF INTEREST","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S14"},{"id":"da7a8ab1-af8d-4920-a7a6-2d52c4807dcd","order":77,"text":"A Director or officer of the Corporation who is a party to a material contract or transaction or proposed material contract or transaction with the Corporation, or who is a director or an officer of, or has a material interest in, any person who is a party to such a contract or transaction or proposed contract or transaction with the Corporation, shall disclose in writing to the Corporation, or request to have entered in the minutes of meetings of the Board, the nature and extent of that interest, at the time and in the manner provided in section 141 of the Act.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a7718520-7548-4657-96f0-eb3d5be4700e","order":78,"text":"A Director who is required to make a disclosure under this section shall not vote on any resolution to approve the contract or transaction unless the contract or transaction relates primarily to the Director's remuneration as a Director, officer, employee, agent or mandatary of the Corporation or an affiliate, is for indemnity or insurance permitted by the Act, or is with an affiliate, all as contemplated by subsection 141(6) of the Act. A general notice given to the Board by a Director or officer disclosing an interest in accordance with the Act is sufficient disclosure of that interest. Where a Director or officer has disclosed an interest in accordance with the Act, the contract or transaction is neither void nor voidable by reason only of that relationship or interest, provided the prescribed conditions of the Act are met.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"3f81af58-eb64-4682-a56a-e4a8b5ec7bd4","order":79,"text":"15. FINANCIAL YEAR AND BANKING","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S15"},{"id":"34edce73-e8b7-4371-b9bc-c89dfb4bd6de","order":80,"text":"The financial year of the Corporation shall end on [Fiscal year-end] in each year, or on such other date as the Board may from time to time determine by resolution.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4c0401b0-b3b2-4cea-8d7d-3803d267e915","order":81,"text":"The banking business of the Corporation, or any part thereof, shall be transacted with such bank, trust company or other firm or body corporate as the Board may by resolution from time to time designate, and all such banking business, or any part thereof, shall be transacted on the Corporation's behalf by such one or more officers or other persons as the Board may by resolution from time to time designate, direct or authorize.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"dbe3fa1b-32a3-437b-b55a-51245ba5a0b3","order":82,"text":"The Board shall ensure that proper accounting records are kept in accordance with the Act, and shall present to the members at each annual meeting the financial statements of the Corporation prepared in accordance with the standards prescribed by the Act, together with the report of the public accountant, if any.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"09354468-43d8-46ab-930b-4ace79fb6a5a","order":83,"text":"16. PUBLIC ACCOUNTANT AND FINANCIAL REVIEW","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S16"},{"id":"938211d8-7b78-439e-a076-5078d1847e9a","order":84,"text":"At each annual meeting of members, the members shall, by ordinary resolution, deal with the appointment of a public accountant and the level of financial review of the Corporation as required by the Act, having regard to whether the Corporation is a soliciting corporation or a non-soliciting corporation within the meaning of the Act and to its gross annual revenues.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"479b3ed2-3a12-48a4-87c1-3941324bea72","order":85,"text":"The members of the Corporation have resolved that, until otherwise determined and to the extent permitted by the Act, the financial statements of the Corporation shall be subject to [an audit]. Where the Act requires a higher level of review than the level so determined, the requirement of the Act shall prevail. A non-soliciting corporation whose annual revenues do not exceed the amount prescribed by the Act may, by unanimous resolution of the members, dispense with the appointment of a public accountant for a financial year.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2b5f3584-7376-43a8-8051-f10be9c9593d","order":86,"text":"Where an audit or a review engagement is required by the Act or determined by the members, the public accountant shall be appointed by ordinary resolution of the members at each annual meeting and shall hold office until the close of the next annual meeting. The public accountant must be independent of the Corporation, its affiliates, and their respective Directors and officers, and must meet the qualifications set out in the Act. The Board may fill any casual vacancy in the office of public accountant. The remuneration of the public accountant shall be fixed by the members or by the Board if so authorized by the members.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"3a01626c-9cf7-444c-b558-c643a5b0b2f0","order":87,"text":"17. INDEMNIFICATION OF DIRECTORS AND OFFICERS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","displayConditions":[{"field":"2f8d1140-a1ec-484d-abc6-95cf3ba49145","value":"1","type":"add","operator":"="}],"sectionNum":"S17"},{"id":"7a47be12-0815-4e28-aeb6-c6f8f5117f5f","order":88,"text":"Subject to the Act, the Corporation shall indemnify a Director or officer of the Corporation, a former Director or officer of the Corporation, or another individual who acts or acted at the Corporation's request as a director or officer, or in a similar capacity, of another entity, 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.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"2f8d1140-a1ec-484d-abc6-95cf3ba49145","value":"1","type":"add","operator":"="}]},{"id":"a428d7a7-a791-4fd2-8a8b-abc05f82c51d","order":89,"text":"The Corporation shall not indemnify an individual under this section unless the individual 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 at the Corporation's request, and, in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that the individual's conduct was lawful, all in accordance with section 151 of the Act. The Corporation may advance moneys to such an individual for the costs, charges and expenses of a proceeding, subject to repayment if the conditions for indemnification are not met.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"2f8d1140-a1ec-484d-abc6-95cf3ba49145","value":"1","type":"add","operator":"="}]},{"id":"ac48a86f-e1bd-4df3-9d7b-dcc2a2fa58dd","order":90,"text":"The Corporation may purchase and maintain insurance for the benefit of any individual referred to above against any liability incurred by the individual in their capacity as a Director or officer of the Corporation, or in a similar capacity with another entity at the Corporation's request, to the extent permitted by the Act. The indemnification provided by this section shall not be exclusive of any other rights to which any individual seeking indemnification may be entitled.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"2f8d1140-a1ec-484d-abc6-95cf3ba49145","value":"1","type":"add","operator":"="}]},{"id":"76d472f1-6b73-4c51-bf1d-c51580af58cc","order":91,"text":"18. GENERAL PROVISIONS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"10","cflou":false,"active":true,"marginTop":"10","sectionNum":"S18"},{"id":"79e28c16-477c-43af-a4c4-13642b5b30b5","order":92,"text":"BY-LAWS AND AMENDMENTS — Subject to the Articles and the Act, the Board may, by resolution, make, amend or repeal any by-law that regulates the activities or affairs of the Corporation. The Board shall submit any such by-law, amendment or repeal to the members at the next Meeting of Members, and the members may, by ordinary resolution, confirm, reject or amend the by-law, amendment or repeal, except where the by-law relates to a matter referred to in subsection 197(1) of the Act, in which case the change is effective only when confirmed by special resolution of the members.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b89e7276-7074-45c6-bd29-dd7670be808b","order":93,"text":"BOOKS AND RECORDS — The Corporation shall keep and maintain all books and records required by the Act, including minutes of Meetings of Members and of the Board and of any committee, the register of members, Directors and officers, the accounting records, and copies of the Articles and by-laws. Such books and records may be inspected by members and Directors in the manner and to the extent permitted by the Act.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c9b6b7f1-d886-4b35-ae55-270f752e2884","order":94,"text":"NOTICES — Any notice, communication or document to be given, sent or delivered under the Act, the Articles or the by-laws to a member, Director, officer or public accountant may be given by personal delivery, by prepaid mail, or by any electronic or other means permitted by the Act, addressed to the recipient at the latest address shown in the records of the Corporation. A notice so sent is deemed to be received in accordance with the Act.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"12e937f1-b7e1-474b-9673-8555f2d49505","order":95,"text":"OMISSIONS AND ERRORS — The accidental omission to give any notice to any member, Director, officer, member of a committee 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, does not invalidate any action taken at any meeting held pursuant to such notice or otherwise founded thereon.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ef2df970-f759-4675-967a-3241b3afdc2f","order":96,"text":"DISSOLUTION — Upon the dissolution of the Corporation and after payment of all of its debts and liabilities, the remaining property of the Corporation shall be distributed or disposed of to one or more qualified donees within the meaning of the Income Tax Act (Canada), namely [Qualified donee(s) / charitable purpose], and shall not be distributed among the members of the Corporation. This provision shall survive the dissolution of the Corporation.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2df5f2b3-6070-4578-8fd0-6a4bf089a7fd","order":97,"text":"INVALIDITY — 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, which shall continue in full force and effect.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5370451a-70e4-4abe-9c2a-c55f23b75c04","order":98,"text":"EFFECTIVE DATE — This by-law shall come into force on [Effective date], being the date of its enactment by the Board, subject to confirmation by the members in accordance with the Act.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"ddbb3d7f-eb1c-4dc2-97e8-600469987b3b","order":99,"text":"ENACTED by the Board of Directors of the Corporation on [Effective date].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"marginTop":"20"},{"id":"d2cf91fa-eeca-4e19-8a8a-74b697234203","order":100,"text":"CONFIRMED by the members of the Corporation by ordinary resolution (or by special resolution where required by the Act) on the date of the meeting at which this by-law was submitted to the members.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"30","cflou":false,"active":true},{"id":"d84116d7-034f-4ab3-b5a8-b372355bbc2f","order":101,"text":"_______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"3","cflou":false,"active":true},{"id":"a5ee946f-2484-48f0-aef1-866d388fc4a3","order":102,"text":"Chair of the Board","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"815e5ea8-4e37-4662-8018-c62842402eae","order":103,"text":"_______________________________","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"3","cflou":false,"active":true},{"id":"9818c683-3f30-44f6-9112-f027cd242ff5","order":104,"text":"Secretary","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true}]