Corporate Seal
1. The seal, an impression whereof is stamped in the margin hereof, shall be the seal of the corporation.

Head Office
2. Until changed in accordance with the Act, the Head Office of the corporation shall be in the City of Ottawa, in the province of Ontario.

Conditions of Membership
3. Membership in the corporation shall be limited to persons who have made an actual contribution of money, services, assets or assistance towards furthering the objects of the corporation, and shall consist of anyone whose application for admission as a member is approved by the board of directors.

3-A. Up to and including the year 2147, a previously established membership is heritable and the heir shall be duly recorded on the books of the corporation as a member, provided that the heir has informed the secretary of his or her desire to exercise the membership and provided that he or she is otherwise eligible, and subject to the approval of the board of directors.

3-B. New memberships given as gifts, wherein one person makes a donation on behalf of a prospective new member, shall be recorded on the books of the corporation, but the new member’s rights will not take effect until the gifted new member has informed the secretary of his or her desire to exercise the membership, and has provided such information as may be required, and subject to the approval of the board of directors.

4. Any member may withdraw from the corporation by delivering a written resignation to both the secretary and the president of the corporation.

5. Any member may be required to resign by a vote of three-quarters (75%) of the members at an annual general meeting.

5-A. Any member may be expelled from the corporation at any time by resolution of the board of directors for willfully endangering, threatening, or opposing the objects, members, or activities of the corporation, as the board of directors shall in their opinions determine. Such resolution by the board of directors shall attach the reasons why the action was taken, and shall be circulated and made available to all members.

Members’ Meetings
6. The annual or any other general meeting of the members shall be held within 30 days after the end of the corporation’s fiscal year, by means of teleconference or other electronic means, or in such location as may be decided from time to time by the board of directors.

6-A. The entire proceedings of a meeting shall be recorded and archived by the secretary of the corporation.

6-B. For the purpose of meetings by teleconference or other electronic means, a member’s phone number, e-mail address, or other contact data used for communications, shall be the same as that which appears on the member’s current membership records on the books of the corporation.

6-C. Upon convening the meeting, a test response or message will be obtained from each member present, and the secretary will declare whether a quorum is present. Votes will be counted by the secretary and by one other member volunteer selected at the meeting by a random method.

6-D. Any teleconference or electronic means that may be used for the annual general meeting shall be equally accessible to all members and shall enable all members participating in the meeting to communicate adequately with each other. The approval of three-quarters (75%) of the members is required in advance for holding the annual general meeting by teleconference or other electronic means.

6-E. A member shall be designated by the president as security officer for the meeting in advance of the meeting, to take all possible measures to protect the security and privacy of members at the meeting.

7. At every annual general meeting, in addition to any other business that may be transacted, the report of the directors, the financial statement of the corporation, and the report of the auditors shall be presented, and the auditors appointed for the ensuing year.

7-A. Members may consider and transact any business either special or general at any meeting of the members.

7-B. The board of directors or the president or vice-president shall have power to call, at any time, a general meeting of the members of the corporation.

7-C. The board of directors shall call a special general meeting of members on written requisition of five percent (5%) of the members of the corporation.

7-D. Three-quarters (75%) of the members of the corporation being present in person at a meeting will constitute a quorum.

8. Fourteen (14) days’ notice shall be given to each voting member of any annual or special general meeting of members. Notice of any meeting where special business will be transacted shall contain sufficient information to permit the member to form a reasoned judgement on the decision to be taken. Notice of each meeting of members shall remind the member of the right to vote by proxy.

8-A. Notices of meetings shall be sent twice by e-mail. Postal mail or telephone or other means shall be used to give notice to members who don’t have e-mail access.

8-B. For the purpose of sending notice to any member, director, or officer for any meeting or otherwise, the contact address or number shall be his or her last address or number recorded on the books by the secretary of the corporation.

8-C. Each member present at a meeting shall have the right to exercise one vote.

8-B. A member may, by means of a written proxy, appoint a proxyholder to attend and act at a specific meeting of members, in the manner and to the extent authorized by the proxy. A proxyholder must be a member of the corporation.

9. Three-quarters (75%) of the votes cast by the members present shall determine the questions in meetings, unless the Act or these By-laws provides otherwise.

10. No error or omission in giving notice of any annual or general meeting or any adjourned meeting, whether annual or general, of the members of the corporation shall invalidate such meeting or make void any proceedings taken thereat. Any member may at any time waive notice of any such meeting and may ratify, approve, and confirm any or all proceedings taken or had thereat.

Board of Directors
11. The property and business of the corporation shall be managed by a board of directors, comprised of not less than three, and not more than thirteen, directors with a vote on the board of directors. Directors shall be individuals, members of the corporation, 18 years of age or older, with power under law to contract.

12. The applicants for incorporation shall be among the first directors of the corporation, whose terms of office on the board of directors shall continue until the second annual general meeting of members.

12-A. At the second annual general meeting of members, the board of directors then sanctioned and appointed shall replace the provisional directors named in the Letters Patent of the corporation.

13. Directors shall be appointed by the board of directors and confirmed by the sanction of the members at the next annual general meeting. A new director may also be elected by the members at an annual general meeting.

13-A. The term of office for directors is 8 years, or any specific term that may be applied to individual directors by the appointing or electing body.

13-B. A director may be removed from office by the resolution of three-quarters (75%) of the members at an annual general meeting.

13-C. When the number of directors on the board of directors is ten or greater, a director may be removed from office at any time by the consenting vote of all the remaining directors. Such removal takes effect immediately, but the director may be re-instated by the consenting vote of three-quarters (75%) of the members at an annual general meeting.

14. The office of director shall be automatically vacated:

(i). if at a general meeting of members, a resolution is passed by three-quarters (75%) of the members present at the meeting that he or she be removed from office; (ii). if a director has resigned the office by delivering a written resignation to the secretary of the corporation; (iii). if he or she is found by a court to be of unsound mind; (iv). on death.

15. The directors shall serve as such without remuneration and no director shall directly or indirectly receive any profit from his or her position as such; provided that a director may be paid reasonable expenses incurred in the performance of duties.

15-A. Nothing herein shall be construed to preclude any director from serving the corporation as an officer or in any other capacity and receiving compensation therefor.

Powers of Directors 16. The directors of the corporation may administer the affairs of the corporation in all things and make or cause to be made for the corporation, in its name, any kind of contract which the corporation may lawfully enter into and, save as hereinafter provided, generally, may exercise all such other powers and do all such other acts and things as the corporation is by its charter or otherwise authorized to exercise and do.

16-A. The corporation shall not borrow money at interest. The corporation shall not mortgage its real or future assets.

17. The board of directors shall have power to authorize expenditures on behalf of the corporation from time to time, and may delegate by resolution to an officer or officers of the corporation the right to employ and pay salaries to employees. The directors shall have the power to enter into a trust arrangement with a trust company for the purpose of creating a trust fund in which the capital and interest may be made available for the benefit of promoting the interest of the corporation in accordance with such terms as the board of directors may prescribe.

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

19. The board of directors may appoint such agents and engage such employees as it shall deem necessary from time to time and such persons shall have authority and shall perform such duties as shall be prescribed in writing by the board of directors at the time of such appointment.

20. Remuneration for all officers, agents, employees, and committee members shall be fixed by the board of directors by resolution.

Directors’ Meetings 21. Meetings of the board of directors may be held at any time and place to be determined by the directors provided that forty-eight (48) hours notice of such meeting shall be given, other than by mail, to each director.

21-A. Notice by mail shall be sent at least fourteen (14) days prior to the meeting. There shall be at least one (1) meeting per year of the board of directors. No error or omission in giving notice of any meeting of the board of directors or any adjourned meeting of the board of directors of the corporation shall invalidate such meeting or make void any proceedings taken thereat and any director may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat.

21-B. When meetings are to be held by teleconference or other electronic means, the consent of all directors is required in advance. The means of communication must be equally accessible to all directors participating in the meeting and must permit all directors participating in the meeting to communicate adequately with each other. A security officer will be appointed in advance to ensure all possible measures to protecct the security and privacy of directors at the meeting. At the start of a meeting, a test response or signal will be taken from each director present and the acting chairperson will announce whether a quorum is present.

21-C. Each director is authorized to exercise one (1) vote.

21-D. Votes are openly declared and the acting chairperson shall record votes or shall delegate another person to record votes.

21-E. Honorary directors may participate in meetings but do not vote.

22. Resolutions of the board of directors are enacted by unanimous vote of the directors present at the meeting unless the Act provides otherwise.

22-A. When unanimity cannot be achieved, the director sponsoring the resolution may choose to refer it to the agenda of the next annual general meeting for vote by the membership.

22-B. When the total number of directors is five (5) or fewer, all of the directors must be present at a meeting to constitute a quorum for transacting business. When the total number of directors is six (6) or seven (7), a quorum shall be constituted by the presence of five (5) directors. When the total number of directors is eight (8) to ten (10), a quorum shall be constituted by the presence of seven (7) directors. When the total number of directors is eleven (11) to thirteen (13), a quorum shall be constituted by the presence of nine (9) directors.

22-C. Any meeting of the board of directors at which a quorum is present shall be competent to exercise all or any of the authorities, powers, and discretions by or under the by-laws of the corporation.

Indemnities to Directors and Others 23. Every director of the corporation 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 the funds of the corporation, from and against:

23(i). all costs, charges, and expenses which such director sustains or incurs in or about any action, suit or proceedings which is brought, commenced or prosecuted against him, or in respect of any act, deed, matter of thing whatsoever, made, done or permitted by him, in or about the execution of the duties of his office or in respect of any such liability;

23-(ii). all other costs, charges and expenses which he sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his own willful neglect or default.

Officers 24. The officers of the corporation shall be a president, a vice-president, a secretary, a treasurer, and any such other officers as the board of directors may by By-law determine.

24-A. Any two offices may be held by the same person.

24-B. Officers may or may not be directors. Officers must be members.

25. The president shall be elected at an annual meeting of members.

25-A. Officers other than president shall be appointed by resolution of the board of directors.

26. The officers of the corporation shall hold office for 8 years from the date of appointment or election or until their successors are elected or appointed in their stead. Officers, other than the president, shall be subject to removal by resolution of the board of directors at any time.

Duties of Officers 27. The president shall be the chief executive officer of the corporation and shall have general and active management of the affairs of the corporation including the following duties:

27-A. to preside at all meetings of the corporation and of the board of directors.

27-B. to see that all orders and resolutions of the board of directors are carried into effect.

27-C. to delegate tasks to employees, members, and officers, as deemed expedient to carry out the duties of office.

28. The vice-president shall assist the president and shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform other such duties as shall from time to time be imposed upon him by the president or by the board of directors.

29. The treasurer shall have the custody of the funds and securities of the corporation and shall keep full and accurate accounts of all assets, liabilities, receipts, and disbursements of the corporation in the books belonging to the corporation and shall deposit all monies, securities and other valuable effects in the name and to the credit of the corporation in such chartered bank or trust company, or, in the case of securities, in such registered dealer in securities as may be designated by the board of directors from time to time.

29-A. The treasurer shall disburse the funds of the corporation as may be directed by proper authority taking proper vouchers for such disbursements, and shall render to the president and directors at the regular meeting of the board of directors, or whenever time they may require it, an accounting of all transactions and a statement of the financial position of the corporation.

30. The secretary shall keep copies of the important documents of the corporation. He shall keep copies of resolutions and minutes of meetings. He shall give or cause to be given notice of meetings of the members and of the board of directors. He shall promptly look at and respond to any mail, e-mail or communications received on behalf of the corporation. He shall perform other duties as the president and the board of directors may direct from time to time.

31. The duties of all officers of the corporation shall be such as the board of directors may determine from time to time.

31-A. Officers may delegate tasks to members and volunteers.

Committees 32. The board of directors shall from time to time create such Standing Committees or ad hoc committees as it may deem expedient to carry out the operations of the corporation.

Execution of Documents 33. Contracts, documents, or instruments in writing requiring the signature of the corporation, shall by signed by the president and secretary, and all contracts, documents, and instruments in writing so signed shall be binding upon the corporation without any further authorization or formality.

33-A. The board of directors shall have the power from time to time by resolution to appoint an officer or officers on behalf of the corporation to sign specific contracts, documents, and instruments in writing. The board of directors may give the corporation’s power of attorney to any registered dealer in securities for the purposes of the transferring of and dealing with any stocks, bonds, and other securities of the corporation.

33-B. The seal of the corporation when required may be affixed to contracts, documents, and instruments in writing signed as aforesaid or by any officer or officers appointed by resolution of the board of directors.

Financial Year 34. Unless otherwise ordered by the board of directors, the fiscal year end of the corporation shall be the thirty-first ( 31st ) day of January.

Amendment of By-laws 35. The by-laws of the corporation not embodied in the Letters Patent may be repealed or amended by by-law, or a new by-law relating to the requirements of subsection 155(2) of the Canada Corporations Act, may be enacted by unanimous vote of the directors at a meeting of the board of directors and sanctioned by an affirmative vote of three-quarters (3/4) of the members at a meeting duly called for the purpose of considering the said by-law, provided that the repeal or amendment of such by-laws shall not be enforced or acted upon until the approval of the Minister of Industry has been obtained.

Auditors 36. The members shall, at each annual meeting, appoint an auditor to audit the accounts and annual financial statements of the corporation for report to the members at the next annual general meeting. The consent of all members of the corporation is required to elect a member, officer, or director, to the office of auditor.

36-A. The auditor shall hold office until the next annual meeting, provided that the directors may fill any casual vacancy in the office of the auditor.

36-B. The remuneration of the auditor shall be fixed by the board of directors.

Books and Records 37. The board of directors shall ensure that all books and records of the corporation required by the by-laws of the corporation or any applicable statute or law are regularly and properly kept.

Rules and Regulations 38. The board of directors may prescribe such policies, rules, and regulations not inconsistent with these By-laws relating to the management and operation of the corporation as they deem expedient, provided that such rules and regulations shall have force and effect only until the next annual meeting of the members when they shall be confirmed, and failing such confirmation at such annual meeting of members, shall at and from that time cease to have any force and effect.

Dissolution 39. In the event of liquidation, dissolution, or winding-up of the corporation, there being no subsequent organization to further its objects, all its remaining assets after payment of its liabilities shall be distributed to one or more organizations in any country or countries carrying on similar activities.

Interpretation 40. In these By-laws and in all other by-laws of the corporation hereafter passed unless the context otherwise requires, words importing the singular number or the masculine gender shall include the plural number and the feminine gender, as the case may be, and vice versa, and references to persons shall include firms and corporations.

Design & Editing Suggestions Welcome
Lee Murray March 18, 2003

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