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Association of Canadian Psychology Regulatory Organizations

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ACPRO Bylaws

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BY-LAW NO. 1

(revised June 16, 2013)

A by-law relating generally to the conduct of the affairs of
ASSOCIATION OF CANADIAN PSYCHOLOGY REGULATORY ORGANIZATIONS
ASSOCIATION DES ORGANISMES CANADIENS DE RÉGLEMENTATION EN PSYCHOLOGIE (ACPRO)
(the “Corporation”)

WHEREAS the Corporation was granted Letters Patent by the federal Government of Canada under the Canada Corporations Act on the 2nd day of January, 2008;

AND WHEREAS the Corporation has applied for articles of continuance to be continued under the Canada Not-for-Profit Corporations Act S.C. 2009, c.23;

NOW THEREFORE BE IT ENACTED as a general operating By-law of the Corporation to take effect in accordance with Section 10.01 and upon the issuance of certificate of continuance by the federal Government under the Canada Not-for-Profit Corporations Act as follows:

SECTION 1 – INTERPRETATION

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

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 from time to time;
b) “articles” means the original or restated articles of incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement or revival of the Corporation;
c) “board” means the board of directors of the Corporation and “director” means a member of the board;
d) “by-law” means this by-law and any other by-law of the Corporation as amended and which are, from time to time, in force and effect;
e) “meeting of members” includes an annual meeting of members or a special meeting of members; “special meeting of members” includes a meeting of any class or classes of members and a special meeting of all members entitled to vote at an annual meeting of members;
f) “ordinary resolution” means a resolution passed by a majority of not less than 50% plus 1 of the votes cast on that resolution;
g) “proposal” means a proposal submitted by a member of the Corporation that meets the requirements of Section 163 of the Act;
h) “Regulations” means the regulations made under the Act, as amended, restated or in effect from time to time; and
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.

1.02 Interpretation
The following rules of interpretation will apply to this by-law, (unless the context otherwise requires):

a) words importing the singular number only will include the plural and vice versa;
b) the word “person” will include an individual, sole proprietorship, partnership, unincorporated association, body corporate, and a natural person;
c) words referring to gender include the feminine, masculine and neuter genders; and
d) the by-laws of the Corporation will be strictly interpreted at all times in accordance with and subject to the objects contained in the articles of the Corporation.

SECTION 2 – FINANCIAL AND OTHER MATTERS

2.01 Financial Year
Unless otherwise changed by resolution of the board, the financial year end of the Corporation shall be the 31st day of December in each year.

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

2.03 Public Accountant
The Corporation shall be subject to the requirements relating to appointment of a public accountant and level of financial review required by the Act. The Members may resolve not to appoint a public accountant if the Corporation meets the requirements for a “designated corporation” under the Act (by having $50,000 or less in gross annual revenues for its last completed financial year) and upon unanimous approval of the Members.

2.04 Annual Financial Statements
The Corporation shall send copies of the annual financial statements and other documents referred to in subsection 172(1) of the Act to the members between 21 to 60 days before the day on which an annual meeting of members is held or before the day on which a written resolution in lieu of an annual meeting is signed, unless a member declines to receive them. Alternatively, the Corporation may give notice to the members stating that such documents are available at the registered office of the Corporation and any member may request a copy free of charge at the registered office or by prepaid mail.

2.05 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 board shall determine which officer of the Corporation shall be the custodian of the corporate seal.

2.06 Execution of Documents
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. In addition, the board may from time to time direct the manner in which and the person or persons by whom a particular document or type of document shall be executed. Any person authorized to sign any document may affix the corporate seal (if any) to the document. Any signing officer may certify a copy of any instrument, resolution, by-law or other document of the Corporation to be a true copy thereof.

2.07 Operating Policies
The board may adopt, amend, or repeal by resolution such operating policies that are not inconsistent with the by-laws of the Corporation relating to such matters as terms of reference of committees, duties of officers, board code of conduct and conflict of interest as well as procedural and other requirements relating to the by-laws as the board may deem appropriate from time to time. Any operating policy adopted by the board will continue to have force and effect until amended, repealed, or replaced by a subsequent resolution of the board.

SECTION 3 – MEMBERSHIP

3.01 Classes and Conditions of Membership
Pursuant to the Articles, there shall be one (1) class of members in the Corporation. Membership in the Corporation shall be available only to the organization or ministry in each province or territory of Canada which has a statutory mandate for the regulation of the practice of psychology in the respective province or territory. The board of directors shall admit eligible members upon application.

3.02 Membership Transferability
A membership may only be transferred to the Corporation.

3.03 Rights of Members
A member of the Corporation shall have the right to receive notice of, attend, speak and participate at all meetings of members and the right to one (1) vote at all meetings of members.

3.04 Member Representatives
Each member shall appoint a representative who shall act on the member’s behalf at all meetings of the members of the Corporation. Members are responsible for the designation and removal of their representative. The secretary of the Corporation shall maintain a roster of representatives. It is the responsibility of the members to provide the secretary with an annual update of its representative by December 31 of each year.

3.05 Termination of Membership
A membership in the Corporation is terminated and members shall cease to be members of the Corporation by:

(a) non-payment of membership dues, fees or share of cost upon confirmation to this effect by a vote of the board of directors;
(b) resignation in writing sent to the chair with prior notice of one year;
(c) the member no longer meeting the requirements for membership described in Section 3.01; or
(d) the Corporation is liquidated or dissolved under the Act.

Subject to the articles, upon any termination of membership, the rights of the member, including any rights in the property of the Corporation, automatically cease to exist. Where a person is no longer a member, then such person shall be deemed to have also automatically resigned as a director, an officer and/or a committee member, as applicable, provided that the board may in its discretion subsequently re-appoint such individual as a committee member if the board deems it appropriate in the circumstances.

3.06 Membership Dues
The board of directors shall establish a fee structure and/or cost sharing mechanism for its member organizations and, from time to time, revise the fee structure and/or cost sharing mechanism.

SECTION 4 – MEETINGS OF MEMBERS

4.01 Notice of Meeting of Members
In accordance with and subject to the Act, notice of the time and place of a meeting of members shall be given to each member entitled to vote at the meeting by the following means:

a) by mail, courier or personal delivery to each member entitled to vote at the meeting, during a period of 21 to 60 days before the day on which the meeting is to be held; or
b) by telephonic, electronic or other communication facility to each member entitled to vote at the meeting, during a period of 21 to 35 days before the day on which the meeting is to be held.

Notice of a meeting of members shall also be given to each director and to the public accountant of the Corporation during a period of 21 to 60 days before the day on which the meeting it to be held. Notice of any meeting of members at which special business is to be transacted shall state the nature of that business in sufficient detail to permit the member to form a reasoned judgment on the business and provide the text of any special resolution or by-law to be submitted to the meeting. The directors may fix a record date for determination of members entitled to receive notice of any meeting of members in accordance with the requirements of Section 161 of the Act. Subject to the Act, a notice of members’ meeting provided by the Corporation shall include any proposal submitted to the Corporation under Section 4.14.

4.02 Annual Meetings
An annual meeting of members shall be held at such time in each year, as the board may from time to time determine, provided that the annual meeting must be held not later than 15 months after holding the preceding annual meeting and no later than 6 months after the end of the Corporation’s preceding fiscal year. The annual meeting shall be held for the purpose of considering the financial statements and reports of the Corporation required by the Act to be presented at the meeting, electing directors, appointing the public accountant and transacting such other business as may properly be brought before the meeting or is required under the Act.

4.03 Special Meetings
The board may at any time call a special meeting of members for the transaction of any business which may properly be brought before the members. In accordance with and subject to the Act, on written requisition by members carrying not less than 5% of the votes that may be cast at a meeting of members sought to be held, the board shall call a special general meeting of members, unless the exceptions in the section 167 of the Act are met. If the directors do not call a meeting within twenty-one (21) days of receiving the requisition, any member who signed the requisition may call the meeting.

4.04 Place of Meetings
In accordance with and subject to the Act, meetings of members may be held at any place within Canada as the board may determine or outside Canada if all of the members entitled to vote at such meeting so agree.

4.05 Special Business
All business transacted at a special meeting of members and all business transacted at an annual meeting of members, except consideration of the financial statements, public accountant’s report, election of directors and re-appointment of the incumbent public accountant, is special business.

4.06 Persons Entitled to be Present
The only persons entitled to be present at a meeting of members shall be those entitled to vote at the meeting, the directors and the public accountant of the Corporation and such other persons who are entitled or required under any provision of the Act, articles or by-laws of the Corporation to be present at the meeting. Any other person may be admitted only on the invitation of the chair of the meeting or by ordinary resolution of the members.

4.07 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.

4.08 Quorum
Subject to the Act, a quorum at any meeting of the members shall be a simple majority of the members present 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. For the purpose of determining quorum, a member may be present in person or by telephonic and/or other electronic means.

4.09 Votes to Govern
At any meeting of members every question shall, unless otherwise provided by the articles or by-laws or by the Act, be determined by ordinary resolution. In case of an equality of votes either on a show of hands or on a ballot or on the results of electronic voting, the chair of the meeting in addition to an original vote shall have a second or casting vote.

4.10 Participation by Electronic Means
If the Corporation chooses to make available a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during a meeting of members, any person entitled to attend such meeting may participate in the meeting by means of such telephonic, electronic or other communication facility in the manner provided by the Act and the Regulations. A person participating in a meeting by such means is deemed 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 Act and the Regulations, by means of any telephonic, electronic or other communication facility that the Corporation has made available for that purpose.

4.11 Meeting Held Entirely by Electronic Means
Notwithstanding Section 4.10, if the directors or members of the Corporation call a meeting of members, those directors or members, as the case may be, may determine that the meeting be held, in accordance with the Act and the Regulations, entirely by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting.

4.12 Voting by Electronic Means
Notwithstanding any other provision of this by-law, voting carried out by means of a telephonic, electronic or other communication facility referred to in Section 4.10 and Section 4.11 is permitted only if that facility enables the votes to be gathered in a manner that permits their subsequent verification; and permits the tallied votes to be presented to the Corporation without it being possible for the Corporation to identify how each member voted.

4.13 Proposals at Annual Meetings
Subject to compliance with Section 163 of the Act, a member entitled to vote at an annual meeting may submit to the Corporation notice of any matter that the member proposes to raise at the annual meeting (a “proposal”). Any such proposal may include nominations for the election of directors if the proposal is signed by not less than five per cent (5%) of the members entitled to vote at the meeting. Subject to the Act, the Corporation shall include the proposal in the notice of meeting and if so requested by the member, shall also include a statement by the member in support of the proposal and the name and address of the member. The member who submitted the proposal shall pay the cost of including the proposal and any statement in the notice of meeting at which the proposal is to be presented unless otherwise provided by ordinary resolution of the members present at the meeting.

4.14 Resolution in Lieu of Meeting
In accordance with and subject to the Act, 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, unless a written statement is submitted to the Corporation by a director or by the public accountant in relation to their resignation, removal or replacement. A copy of every resolution of the members shall be kept with the minutes of meetings of members.

SECTION 5 – DIRECTORS

5.01 Number of Directors
The board shall consist of between the minimum and maximum number of directors specified in the articles. The precise number of directors on the board shall be determined from time to time by the members by ordinary resolution, of, if the ordinary resolution empowers the directors to determine the number of directors, by resolution of the board.

5.02 Qualifications
Each director shall be an individual who is not less than 18 years of age. No person who has been found by a court in Canada or elsewhere to be mentally incompetent or who has the status of a bankrupt shall be a director.

5.03 Election and Term

(a) Subject to the articles, directors shall be elected by the members by ordinary resolution at an annual meeting of members at which an election of directors is required. The members shall elect the directors from among themselves so that at all times the board is comprised of one director representing each of the organizations or ministries having a statutory mandate for the regulation of the practice of psychology in each province or territory of Canada.
(b) The terms of office of directors shall be established by ordinary resolution of the members provided that no director shall hold office for longer than a four (4) year term.
(c) If directors are not elected at a meeting of members, the incumbent directors shall continue in office until their successors are elected.
(c) Directors shall be eligible for re-election without limitation.
(d) The board shall establish a nominating committee, the details of which shall be set forth in the Operating Policies. The nominating committee will present a report to the members for the election of directors and such report will be prepared in accordance with the Operating Policies.

5.04 Ceasing to Hold Office
A director ceases to hold office when the director dies, resigns, is removed from office by the members in accordance with Section 5.06, or no longer fulfils all of the qualifications to be a director set out in Section 5.02 as determined in the sole discretion of the board.

5.05 Resignation
In accordance with and subject to the Act, a resignation of a director becomes effective at the time a written resignation is sent to the Corporation or at the time specified in the resignation, whichever is later.

5.06 Removal
In accordance with and subject to the Act, the members may, by ordinary resolution, passed at a meeting of members, remove any director from office before the expiration of the director’s term and may elect a qualified individual to fill the resulting vacancy for the remainder of the term of the director so removed, failing which such vacancy may be filled by the board.

5.07 Filling Vacancies
In accordance with and subject to the Act and the articles, a quorum of the board may fill a vacancy in the board, except a vacancy resulting from an increase in the number or the minimum or maximum number of directors, or from a failure of the members to elect the number of directors required to be elected at any meeting of members. If there is not a quorum of the board, or if the vacancy has arisen from a failure of the members to elect the number of directors required to be elected at any meeting of members, the board shall forthwith call a special meeting of members to fill the vacancy. If the board fails to call such meeting or if there are no directors then in office, any member may call the meeting. A director appointed or elected to fill a vacancy holds office for the unexpired term of their predecessor.

SECTION 6 – MEETINGS OF DIRECTORS

6.01 Calling of Meetings
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 8.01 of this by-law to every director of the Corporation not less than 48 hours before the time when the meeting is to be held. Notice of a meeting shall not be necessary if all of the directors are present, and none objects to the holding of the meeting, or if those absent have waived notice of or have otherwise signified their consent to the holding of such meeting. Notice of an adjourned meeting is not required if the time and place of the adjourned meeting is announced at the original meeting. Unless the 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) 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) of the Act requires the purpose thereof or the business to be transacted to be specified in the notice.

6.04 Participation at Meeting by Telephone or Electronic Means
If all of the directors consent, a director may, in accordance with the Regulations, participate in a board meeting, by means of a telephonic, electronic or other communications facility that permits all participants to communicate adequately with each other during the meeting. A director participating in the meeting by such means shall be deemed for the purposes of the Act to have been present at that meeting. A consent pursuant to this section may be given before or after the meeting to which it relates and may be given with respect to all meetings of the board and committees of the board.

6.05 Votes to Govern
At all meetings of the board, every question shall be decided by a majority of the votes cast on the question. In case of an equality of votes, the chair of the meeting in addition to an original vote shall have a second or casting vote.

6.06 Public Position and Statements
Notwithstanding Section 6.05, any public positions taken or public statements made in the name of the Corporation requires approval by a special resolution of the directors, not including a director that is a representative of a government body. Such statements would normally be made by the chair of the Corporation or designate.

6.07 Quorum
A quorum shall be a majority of the number of directors determined in accordance with section 5.01. For the purpose of determining quorum, a director may be present in person, or, if authorized under this By-law, by teleconference and/or by other electronic means.

6.08 Resolutions in Writing
A resolution in writing, signed by all the directors entitled to vote on that resolution at a board meeting, shall be as valid as if it had been passed at a board meeting. A copy of every such resolution in writing shall be kept with the minutes of the proceedings of the board or committee of directors.

6.09 Committees of the Board of Directors
The board may from time to time appoint any committee or other advisory body, as it deems necessary or appropriate for such purposes and, subject to the Act, with such powers as the board shall see fit. Any committee member may be removed by the board. Unless otherwise determined by the board, a committee shall have the power to fix its quorum at not less than a majority of its members, to elect its chairperson and to otherwise regulate its procedure. Terms of reference of committees shall be contained in the Corporation’s Operating Policies.

6.10 Disclosure of Interest
Every director and officer shall disclose to the Corporation the nature and extent of any interest that the director or officer has in a material contract or material transaction, whether made or proposed, with the Corporation, in accordance with the manner and timing provided in the Act.

SECTION 7 – OFFICERS

7.01 Officers and Appointment
The officers of the Corporation shall be a Chair, Vice-Chair, Secretary and Treasurer and any such other officers as the board of directors may determine.
An officer must be a representative of a member organization. All officers shall be appointed from among the members by a simple majority vote of the board of directors.
A retiring officer shall remain in office until the dissolution or adjournment of the meeting at which his/her successor is elected or appointed.

7.02 Removal of Offices
The board may remove, whether for cause or without cause, any officer of the Corporation.

7.03 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 thereto, shall have the following duties and powers associated therewith, as well as such other duties and powers as the board may specify from time to time:

(a) Chair of the Board – The Chair shall be appointed by the board of directors, for such term as the board may prescribe. The term shall commence at the dissolution or adjournment of the meeting at which he/she is appointed.

The duties of the Chair shall be:

(i) The general and active management of the business of the Association;
(ii) To see that all orders and resolutions of the board of directors are carried into effect;
(iii) The chairing of meetings of the board of directors and the General Meeting of members;
(iv) To act as spokesperson for the organization;
(v) To give or cause to be given notice of all meetings of the members and of the board of directors and he/she shall perform such other duties as may be prescribed by the board of directors;
(vi) To prepare and circulate the agenda, minutes and other documents.
(vii) Such other responsibilities as identified in this By-Law and as the board of directors may delegate to them from time to time.
(viii) For greater precision, the Chair shall only execute decisions made by the board of directors and the General Meeting of members themselves and assume such responsibilities as delegated to the Chair by the board of directors and the General Meeting of members.

(b) Vice-Chair of the Board – The term of the Vice-Chair shall be determined by the board so as to provide for the election of the Vice-Chair in a year when the Chair is not being elected.

The duties of the Vice-Chair are as follows:

In the absence or disability of the Chair he/she shall perform the duties and exercise the powers of the Chair and shall perform such other duties as shall be delegated to him/her from time to time by the board of directors.

(c) Secretary – The Secretary shall be elected for a two year term. The duties of the Secretary shall be:

(i) To 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.
(ii) To maintain the roster referred to in Articles 3.4 above.
(iii) Be the custodian of the corporate seal.

(d) Treasurer – The Treasurer shall be elected for a two year term. The duties of the Treasurer shall be:

To manage the financial affairs of the Association including:

(i) To have the custody of the corporate funds and securities;
(ii) To keep full and accurate accounts of the Association’s receipts and disbursements in books belonging to the Association;
(iii) To deposit all moneys and other valuable effects in the name and to the credit of the Association and in such depositories as may be designated by the board of directors from time to time;
(iv) To disburse the funds of the Association as it may order, taking proper voucher for such disbursements;
(v) To receive and pay appropriate bills of the Association;
(vi) To provide financial statements at each meeting of the board of directors and at each General Meeting of members or whenever the board of directors or the Co-Chairs may require it;
(vii) To present a preliminary budget for the coming year to the board of directors and the General Meeting of members at the mid-year meeting and to present a final budget at the winter meeting each year;
(viii) To invoice member organizations regarding fees and/or cost-sharing; and

With the approval of the members of the board of directors, the positions of Secretary and Treasurer may be held by one individual as a combined position of Secretary/Treasurer.

SECTION 8 – NOTICES

8.01 Method of Giving Notices
Subject to Section 4.01 and 6.02, any notice to be given (which term includes sent, delivered or served) pursuant to the Act, the articles, the by-laws or otherwise to a member, director, officer, member of a committee of the board, or the public accountant shall be sufficiently given:

(a) if delivered personally to the person to whom it is to be given or if delivered to such person’s address as shown in the records of the Corporation or in the case of notice to a director to the latest address as shown in the last notice that was filed by the Corporation in accordance with the Act and received by Corporations Canada; or
(b) if mailed to such person at such person’s recorded address by prepaid ordinary or air mail; or
(c) if sent to such person by telephonic, electronic or other communication facility at such person’s recorded address for that purpose; or
(d) if provided in the form of an electronic document in accordance with the Act.

A notice so delivered shall be deemed to have been given when it is delivered personally or to the recorded address as aforesaid; a notice so mailed shall be deemed to have been given when deposited in a post office or public letter box; and a notice so sent by any means of transmitted or recorded communication shall be deemed to have been given when dispatched or delivered to the appropriate communication company or agency or its representative for dispatch. The Secretary may change or cause to be changed the recorded address of any member, director, officer, public accountant, or member of a committee of the board in accordance with any information believed by the Secretary to be reliable. The declaration by the Secretary that notice has been given pursuant to this By-law shall be sufficient and conclusive evidence of the giving of such notice. The signature of any director or officer of the Corporation to any notice or other document to be given by the Corporation may be written, stamped, type-written or printed or partly written, stamped, type-written or printed.

8.02 Computation of Time
If a given number of days’ notice or notice extending over a period is required to be given under the by-laws, the day of service, posting or other delivery of the notice shall not, unless it is otherwise provided, be counted in such number of days or other period.

8.03 Undelivered Notices
If any notice given to a member is returned on two consecutive occasions because such member cannot be found, the Corporation shall not be required to give any further notices to such member until such member informs the Corporation in writing of his or her new address.

8.04 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 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.

8.05 Waiver of Notice
Any member, director, officer, member of a committee of the board or public accountant may waive or abridge the time for any notice required to be given to such person, and such waiver or abridgement, whether given before or after the meeting or other event of which notice is required to be given shall cure any default in the giving or in the time of such notice, as the case may be. Any such waiver or abridgement shall be in writing except a waiver of notice of a meeting of members or of the board or of a committee of the board, which may be given in any manner.

SECTION 9 – BY-LAWS

9.01 Amendment of Articles
The Articles of the Corporation may only be amended if the amendment is sanctioned by a special resolution of the members. Any amendment to the Articles is effective on the date shown in the certificate of amendment.

9.02 By-laws to be Confirmed by Special Resolution
In accordance with the articles and subject to the Act, any by-law, amendment or repeal of a by-law shall require confirmation by special resolution of the members.

9.03 Effective Date of Board Initiated By-law, Amendment or Repeal
Subject to the articles and Section 9.04 of this by-law, the board of directors may, by resolution, make, amend or repeal any by-laws 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 where it may be confirmed, rejected or amended by the members by special 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.

9.04 Effective Date of By-law, Amendment or Repeal under Subsection 197(1)
A by-law made, amended or repealed under Subsection 197(1) is effective from the date of the special resolution of members approving such by-law, amendment or repeal and need not be submitted to the board for approval. For greater certainty, under Subsection 197(1) of the Act, a special resolution of the members is required to make any amendment to the articles or the by-laws of the Corporation to:

a) change the Corporation’s name;
b) change the province in which the Corporation’s registered office;
c) add, change or remove any restriction on the activities that the Corporation may carry on;
d) create a new class of members;
e) change a condition required for being a member;
f) change the designation of any class of members or add, change or remove any rights and conditions of any such class;
g) divide any class of members into two or more classes and fix the rights and conditions of each class;
h) add, change or remove a provision respecting the transfer of membership;
i) subject to Section 133, increase or decrease the number of or the minimum and maximum number of directors fixed by the articles;
j) change the statement of the purpose of the Corporation;
k) change the statement concerning the distribution of property remaining on liquidation after the discharge of any liabilities of the Corporation;
l) change the manner of giving notice to members entitled to vote at a meeting of members;
m) change the method of voting by members not in attendance at a meeting of members; or
n) add, change or remove any other provision that is permitted by the Act to be set out in the articles.

SECTION 10 – EFFECTIVE DATE

10.01 Effective Date
This by-law is effective on the date on which is it approved by special resolution of the members.

ENACTED by the directors of the Corporation this 16 day of June, 2013.