Kitchener Minor Baseball Association (KMBA) Constitution (By-laws)

ARTICLE I / GENERAL

1.1 Purpose – These By-laws relate to the general conduct of the affairs of the Kitchener Minor Baseball Association (KMBA).

1.2 Definitions - The following terms have these meanings in these By-laws:

a)  Act – the Ontario Corporations Act or any successor legislation including the Not-for-Profit Corporations Act, 2010 (upon becoming law).

b)  Auditor – an individual, partnership or corporation appointed by the Members at the Annual Meeting to audit the books, accounts, and records of the Corporation for a report to the Members at the next Annual Meeting in accordance with the Act.

c)  Board – the Board of Directors of the Corporation.

d)  Corporation – the Kitchener Minor Baseball Association (KMBA)

e)  Days – days including weekends and holidays.

f)  Director – an individual elected or appointed to serve on the Board pursuant to these By-laws.

g)  Officer – an individual elected or appointed to serve as an Officer of the Corporation pursuant to these By-laws.

h)  Ordinary Resolution – a resolution passed by a majority of the votes cast on that resolution.

i)  Special Resolution – a resolution passed by not less than two-thirds of the votes cast on that resolution.

j)  Voting Delegate – an individual who is approved by the Board of Directors by way of Ordinary Resolution as a Voting Delegate.

1.3      Registered Office – The registered office of the Corporation will be located within the Province of Ontario.

1.4      Corporate Seal - The Corporation may have a corporate seal, which may be adopted and may be changed by Ordinary Resolution of the Board

1.5      No Gain for Members – The Corporation will be carried on without the purpose of gain for its Members and any profits or other accretions to the Corporation will be used in promoting its objects.

1.6       Ruling on By-laws – Except as provided in the Act, the Board will have the authority to interpret any provision of these By-laws that is contradictory, ambiguous, or unclear, provided such interpretation is consistent with the objects of the Corporation.

1.7      Conduct of Meetings – Unless otherwise specified in these By-laws, meetings of Members and meetings of the Board will be conducted according to Robert’s Rules of Order (current edition).

1.8      Interpretation – Words importing the singular will include the plural and vice versa, words importing the masculine will include the feminine and vice versa, and words importing persons will include bodies corporate. Words importing an organization  name, title, or program will include any successor organizational name, title, or  program.


ARTICLE II / MEMBERSHIP

2.1      Categories – The Corporation has the following categories of Member:

a) Voting Member – Any individual who is:

     1)  A Head Coach rostered, in good standing, in house league (Kitchener), select league, rep, and elite league;

     2)  An appointed team representative, in good standing, in house league (Kitchener), select league, rep, and elite league;

     3)  A Director of the Corporation; or

     4)  A Voting Delegate; and

     5)  Has agreed to abide by the Corporation’s By-laws, policies, procedures, rules and regulations.

b) Participant Member – Any individual who is a participant or parent/guardian of a participant and has agreed to abide by the Corporation’s By-laws, policies, procedures, rules and regulations.

Admission and Renewal of Members

2.2       Admission of Participant Members – Any candidate will be admitted as a Participant Member or renewed as a Participant Member if:

a)  The individual has paid the prescribed registration fee(s),

b)  The candidate member agrees to uphold and comply with the Corporation’s governing documents;

c)  The candidate member meets any other condition of membership determined by the Board;

d)  The candidate member has met the applicable definition listed in Section 2.1; and

e)  The candidate member has been approved by Ordinary Resolution by the Board by any committee or individual delegated this authority by the Board.

f)   The candidate is 18 years of age or older

2.3        Admission of Voting Members – Any candidate will be admitted as a Voting Member or renewed as a Voting Member if:

a)  The individual has paid the prescribed registration fee(s), if any

b)  The candidate member agrees to uphold and comply with the Corporation’s governing documents;

c)  The candidate member meets any other condition of membership determined by the Board;

d)  The candidate member has met the applicable definition listed in Section 2.1; and

e)  Excluding Directors, the candidate member has been approved by Ordinary Resolution by the Board or by any committee or individual delegated this authority by the Board.

f)   The candidate is 18 years of age or older

Membership Dues and Duration

2.4        Year – Unless otherwise determined by the Board, the membership year of the  Corporation will be October 1st to September 30th.

2.5        Registration Fees– Membership fees will be determined annually by the Board.

2.6        Duration – Excluding Directors, Membership duration is accorded on an annual basis and Members will re-apply for membership annually.

2.7        Deadline – Members will be notified in writing of the membership dues and if the membership dues are not paid within thirty (30) days of the membership due date, the Member in default will automatically cease to be a Member of the Corporation.

Transfer, Suspension, and Termination of Membership

2.8       Transfer – Membership in the Corporation is non-transferable.

2.9       Suspension – A Member may be suspended, pending the outcome of a discipline hearing in accordance with the Corporation’s policies related to discipline, or by Special Resolution of the Board at a meeting of the Board provided the Member has been given notice of and the opportunity to be heard at such meeting.

2.10     Termination – Membership in the Corporation will terminate immediately upon:

a)  The expiration of the Member’s annual membership, unless renewed in accordance  with these By-laws;

b)  The Member fails to maintain any of the qualifications or conditions of membership described in these By-laws;

c)  Resignation by the Member by giving written notice to the Corporation;

d)  Dissolution of the Corporation;

e)  The Member’s death; or

f)  By Ordinary Resolution of the Board or of the Members at a duly called meeting, provided fifteen (15) days’ notice is given and the Member is provided with reasons and the opportunity to be heard. Notice will set out the reasons for termination of membership and the member receiving the notice will be entitled to submit a written submission opposing the termination.

2.11     May Not Resign – A Member may not resign from the Corporation when the Member is subject to disciplinary investigation or action of the Corporation.

2.12     Arrears – A Member will be expelled from the Corporation for failing to pay membership fees or monies owed to the Corporation by the deadline dates prescribed by the Corporation.

2.13     Discipline – In addition to expulsion for failure to pay membership fees, a Member may be disciplined in accordance with the Corporation’s policies and procedures relating to the discipline of Members.

2.14     Fees Payable – Any fees, subscriptions, or other monies owed to the Corporation by suspended or expelled Members will remain due.

Good Standing

2.15     Definition – A Member will be in good standing provided that the Member:

a)  Has not ceased to be a Member;

b)  Has not been suspended or expelled from membership, or had other membership restrictions or sanctions imposed;

c)  Has completed and remitted all documents as required by the Corporation;

d)  Has complied with the By-laws, policies, and rules of the Corporation; 

e)  Is not subject to a disciplinary investigation or action by the Corporation, or if subject todisciplinary action previously, has fulfilled all terms and conditions of such disciplinary action to the satisfaction of the Board; and

f)  Has paid all required membership dues.

2.16     Cease to be in Good Standing - Members that cease to be in good standing, as determined by the Board or a Disciplinary Panel will not be entitled to vote at meetings of the Members or be entitled to the benefits and privileges of membership until such time as the Board is satisfied that the Member has met the definition of good standing.

ARTICLE III / MEETINGS OF MEMBERS 

3.1      Annual Meeting - The Corporation will hold meetings of Members at such date, time and place as determined by the Board within the Province of Ontario. The Annual Meeting will be held within fifteen (15) months of the last Annual Meeting and within six (6) months of the Corporation’s fiscal year end. Any Member, upon request, will be provided, not less than fourteen (14) days before the annual meeting, with a copy of the approved financial statements, auditor’s report or review engagement report (if any).

3.2       Special Meeting - A Special Meeting of the Members may be called at any time by Ordinary Resolution of the Board or upon the written requisition of ten percent (10%) or more of the Members for any purpose connected with the affairs of the Corporation that does not fall within the exceptions listed in the Act or is otherwise inconsistent with the Act, within twenty-one (21) days from the date of the deposit of the requisition.

3.3       Notice - Written or electronic notice of the date of the Annual Meeting of the Members will be given to all Members in good standing, Directors, and the Auditor at least ten (10) days and not more than fifty (50) days prior to the date of the meeting. A defined list of voting delegates will be available at least thirty (30) days prior to the meeting.  Notice will contain a reminder of the right to vote by proxy or by absentee ballot, a proposed agenda, reasonable information to permit Members to make informed decisions, nominations of Directors, and the text of any resolutions or amendments to be decided.

3.4       Waiver of Notice – Any person who is entitled to notice of a meeting of the Members may waive notice, and attendance of the person at the meeting is a waiver of notice of the meeting, unless the person attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting was not lawfully called in accordance with these By-laws.

3.5       Error or Omission in Giving Notice - No error or omission in giving notice of any meeting of the Members shall invalidate the meeting or make void any proceedings taken at the meeting.

3.6       New Business - No other item of business will be included in the notice of the meeting of the Members unless notice in writing of such other item of business, or a Member’s proposal, has been submitted to the Board sixty (60) days prior to the meeting of the Members in accordance with procedures as approved by the Board. Copies of all such proposals together with copies of any amendments thereto then proposed by the Board and copies of all resolutions put forward by the Board shall be sent to all Members with the agenda and the notice calling an Annual Meeting.

3.7       Quorum – Fifteen (15) voting Members present or by proxy will constitute a quorum. Voting member defined in 2.1.1 If a quorum is present at the opening of a meeting of the Members, the Members present may proceed with the business of the meeting, even if a quorum is not present throughout the meeting.

3.8       Closed Meetings – Meetings of the Members will be closed to the public except by invitation of the Board.

3.9       Agenda – The agenda for the Annual Meeting may include:

a)  Call to order

b)  Establishment of quorum

c)  Approval of the agenda

d)  Approval of minutes of the previous Annual Meeting

e)  Presentation of reports

f)  Report of Auditors

g)  Appointment of Auditors, when applicable

h)  Business as specified in the meeting notice

i) Election of board members

j)  Adjournment

3.10     Scrutineers – At the beginning of each meeting, the Board may appoint one or more scrutineers who will be responsible for ensuring that votes are properly cast and counted.

3.11    Adjournments - With the majority consent of the Voting Delegates present and quorum ascertained, the Members may adjourn a meeting of Members and no notice is required for continuation of the meeting, if the meeting is held within thirty (30) days.  Any business may be brought before or dealt with at any adjourned meeting which might have been brought before or dealt with at the original meeting in accordance with the notice calling the same.

3.12     Attendance - The only persons entitled to attend a meeting of the Members are the Members, the Directors, the auditors, and others who are entitled or required under 1 Quorum 3.7 refers to minimum number of voting members required at the Annual General Meeting and/or a Special Meeting. Quorum 4.19, 5.7 refers to minimum number of board delegates required at a Board Meeting. any provision of the Act or the articles to be present at the meeting. Any other person may be admitted only if invited by the Chair of the meeting or with the majority consent of the Members present at the meeting.

Voting at Meetings of Members

3.13     Voting Rights – Members will have the following voting rights at all meetings of the Members:

a)  Voting Members will have one vote each.

b)  Participant Members will not have a vote.

3.14     Eligibility of Votes – The Board will determine the list of Members who are eligible to vote at the Annual General Meeting (AGM) or Special meeting of the Members. The date of eligibility will be no more than thirty (30) days prior to the meeting of members.

3.15     Proxy Voting – Every Member entitled to vote at a meeting of Members may, by means of a proxy, appoint a proxy holder, or one or more alternate proxy holders, to attend and vote on behalf of the Member. The proxy holder need not be a Member. A proxy must:

a) Be signed by the Voting Delegate;

b) Be in a form that complies with the Act;

c)  Comply with the format stipulated by the Corporation; and

d)  Be submitted to the Registered Office of the Corporation at least two (2) business days prior to the meeting of the Members

3.16    Majority of Votes - Except as otherwise provided in these By-laws, an Ordinary Resolution will decide each issue. In the case of a tie, the issue is defeated.

3.17    Written Resolution – A resolution signed by all the Members entitled to vote on that resolution at a meeting of the Members is as valid as if it had been passed at a meeting of the Members.

ARTICLE IV / GOVERNANCE

Composition of the Board

4.1        Directors – The Board will consist of thirteen (13) Directors.

4.2        Composition of the Board - The Board will consist of the following:

a)  President
b)  Vice President
c)  Treasurer
d)  Secretary
e)  Nine (9) Directors

Eligibility of Directors

4.3         Eligibility – To be eligible for election as a Director, an individual must:

a)  Be eighteen (18) years of age or older;

b)  Not have been found under the Substitute Decisions Act, 1992 or under the Mental Health Act to be incapable of managing property;

c)  Have the power under law to contract;

d)  Have not been declared incapable by a court in Canada or in another country; and

e)  Not have the status of bankrupt.

f)  active in the Kitchener Minor Baseball Association for at least two ( 2 ) years prior to nomination

Election of Directors

4.4       Nominations Committee – The Board will appoint a Nominations Committee. The Nominations Committee will be responsible to solicit and receive nominations for the election of the Officers and Directors.

4.5       Nomination - Any nomination of an individual for election as an Officer and Director will:

a)  Include the written consent of the nominee by signed or electronic signature;

b)  Comply with the procedures established by the Nominations Committee; and

4.2 The board will appoint the secretary and treasurer from the Directors at the first Board meeting.

c)  Be submitted to the Corporation seven (7) days prior to the Annual Meeting. This timeline may be extended by Ordinary Resolution of the Board.

d)  Nominees for President and Treasurer must comply with the minimum criteria established by the Nominations Committee

4.6    Nominations from the Floor – An individual may be nominated from the floor of the meeting of the Members in accordance with the Act.

4.7       Circulation of Nominations - Valid nominations will be circulated to Members at the Annual Meeting prior to the elections.

4.8       Election – in alternating years six (6) Directors and seven (7) Directors will be elected during the Annual Meeting, as follows:

a)  The President and five (5) Directors will be elected at alternate Annual Meetings to those listed in sub-section b.

b)  The Vice-President and six (6) Directors will be elected at alternate Annual Meetings to those listed in sub-section a.

4.9       Elections – Elections will be decided by majority vote of the Voting Delegates in accordance with the following:

a)   One Valid Nomination – Winner declared by ordinary resolution.

b)   Two or More Valid Nominations – The nominee(s) receiving the greatest number of votes and an ordinary resolution will be elected. In the case of a tie, the nominee receiving the fewest votes will be deleted from the list of nominees and a second vote will be conducted. If there continues to be a tie and more nominees than positions, the nominee receiving the fewest votes will be deleted from the list of nominees until there remains the appropriate number of nominees for the position(s) or until a winner is declared.

4.10    Terms – Officers and Directors will serve terms of two (2) years and will hold office until their successors have been duly elected in accordance with these By-laws, unless they resign, are removed from or vacate their office. The term of President is limited – two (2) full two (2) year terms, not to exceed six (6) years.

Resignation and Removal of Directors

4.11     Resignation - A Director may resign from the Board at any time by presenting his or her notice of resignation to the Board. This resignation will become effective the date on which the notice is received by the Secretary or at the time specified in the notice, whichever is later. When a Director who is subject to a disciplinary investigation or action of the Corporation resigns, that Director will nonetheless be subject to any sanctions or consequences resulting from the disciplinary investigation or action.

4.12    Vacate Office - The office of any Officer or Director will be vacated automatically if:

a) The Director resigns;

b)  The Director is found to be incapable of managing property by a court or under Ontario law;

c)  The Director is found by a court to be of unsound mind;

d)  The Director becomes bankrupt or suspends payment of debts or compounds with creditors or makes an authorized assignment in bankruptcy or is declared insolvent; or

e)  The Director dies.

4.13  Removal – An elected Director may be removed by Special Resolution of the Members at an Annual Meeting or Special Meeting provided the Director has been given reasonable written notice of, and the opportunity to be present and to be heard at, such a meeting.

Filling a Vacancy on the Board

4.14  Vacancy - Where the position of a Director becomes vacant for whatever reason and there is still a quorum of Directors, the Board may appoint a qualified individual to fill the vacancy for the remainder of vacant term.

Should a president vacate their role, the vice-president takes on the presidency. In such a case, the person assuming the role of president would be required to stand for election at the next AGM. If elected, they would be entitled to stand for two (2) terms. In such a case, the individual may hold office for approx. 5 years.

Meetings of the Board

4.15  Call of Meeting – A meeting of the Board will be held at any time and place as determined by the President, or by written requisition of at least two (2) Directors.

4.16  Chair – The President will be the Chair of all Board meetings unless designated by the President. In the absence of the President, or if the meeting of the Board was not called by the President, the Vice-President (or designate) will be the Chair of the meeting.

4.17  Notice – Written notice, served other than by mail, of meetings of the Board will be given to all Directors at least seven (7) days prior to the scheduled meeting. Notice served by mail will be sent at least fourteen (14) days prior to the meeting. No notice of a meeting of the Board is required if all Directors waive notice, or if those absent consent to the meeting being held in their absence. If a quorum of Directors is present, each newly elected or appointed Board may, without notice, hold its first meeting immediately following the Annual Meeting of the Corporation.

4.18  Number of Meetings – The Board will hold at least ten (10) meetings per year.

4.19  Quorum4 – At any meeting of the Board, quorum will be a majority, fifty-one (51) percent, of directors of the board

4.20  Voting – Each board member (officers and Directors) is entitled to one vote. Voting will be by a show of hands unless a majority of Directors present request a secret ballot. Resolutions will be passed by Ordinary Resolution. In the event of a tie, the motion is defeated.

4.21  No Alternate Directors - No person shall act for an absent Director at a meeting of directors.

4.22  Written Resolutions - A resolution in writing signed by all the Directors board members is as valid as if it had been passed at a meeting of the Board.

4.23  In-Camera Meetings – The Board may, by Ordinary Resolution, consider business in-camera.

4.24  Closed Meetings – Meetings of the Board will be closed to general Members and the public except by invitation of the Board.

4.25  Meetings by Telecommunications - A meeting of the Board may be held by telephone conference call or by means of other telecommunications technology. Directors who participate in a meeting by telecommunications technology are considered to have attended the meeting.

Duties of Directors

4.26  Standard of Care – Every Director will:

  1. a)  Act honestly and in good faith with a view to the best interests of the Corporation; and
  2. b)  Exercise the care, diligence, and skill that a reasonably prudent person would exercise in comparable circumstances.

Powers of the Board

4.27  Powers of the Corporation – Except as otherwise provided in the Act or these By-laws, the Board has the powers of the Corporation and may delegate any of its powers, duties, and functions.

4.28  Empowered – The Board is empowered, including but not limited to:

a)  Make policies and procedures or manage the affairs of the Corporation in accordance with the Act and these By-laws;

b)  Make policies and procedures relating to the discipline of Members, and have the authority to discipline Members in accordance with such policies and procedures;

c)  Make policies and procedures relating to the management of disputes within the Corporation and deal with disputes in accordance with such policies and procedures;

d)  Employ or engage under contract such persons as it deems necessary to carry out the  work of the Corporation;

e)  Determine registration procedures, recommend membership dues, and determine other registration requirements;

f)  Enable the Corporation to receive donations and benefits for the purpose of furthering the objects and purposes of the Corporation;

g)  Make expenditures for the purpose of furthering the objects and purposes of the Corporation;

h)  Borrow money upon the credit of the Corporation as it deems necessary in accordance with these By-laws; and

i)  Perform any other duties from time to time as may be in the best interests of the Corporation.

ARTICLE V / OFFICERS

5.1       Composition – The Officers will be comprised of the President, Vice-President, Secretary, and Treasurer.

a)  Nominees for President, Vice President, and Treasurer must be active Directors on the Board for at least one ( 1) year within the last five (5) years prior to the nomination.

5.2       Duties - The duties of Officers are as follows:

a)  The President will be the chair of the Board, will preside at the Annual and Special Meetings of the Corporation and at meetings of the Board unless otherwise designated, will be the official spokesperson of the Corporation, and will perform such other duties as may from time to time be established by the Board. Shall preside at all meetings with the usual privileges of office. In cases where an immediate decision is required, the President may make the decision, subject to the approval of the Executive at their  next board meeting. The President shall vote only to break a tie.

b)  The Vice President will, in the absence or disability of the President, perform the duties and exercise the powers of the President, and will perform such other duties as may from time to time be established by the Board. Shall act with the President directing the business of the Corporation.

c)  The Secretary will be responsible for the documentation of all amendments to the Corporation’s By-laws, will ensure that all official documents and records of the Corporation are properly kept, cause to be recorded the minutes of all meetings, will prepare and submit to each Meeting of the Members and other meetings a report of all activities since the previous Meeting of the Board or other meetings. Such reports will be sent to the board seven (7) days prior to the scheduled meeting. Secretary will give due notice to all members of the board. Secretary will perform such other duties as may from time to time be established by the Board.

d)  The Treasurer will, subject to the powers and duties of the Board, keep proper accounting records as required by the Act, will cause to be deposited all monies received by the Corporation in the Corporation’s bank account, will supervise the management and the disbursement of funds of the Corporation, when required will provide the Board with an account of financial transactions and the financial position of the Corporation, will prepare annual budgets, and will perform such other duties as may from time to time be established by the Board.

5.3    Directors Duties - Directors will oversee the functions required by the Corporation as determined by the board.

5.4    Delegation of Duties – By Ordinary Resolution of the Board, any board member may delegate any duties of that office to appropriate supporting personnel.

5.5    Multiple Positions – an elected board member may not hold multiple elected positions within the Board.

5.6    Removal – An Officer or director may be removed by Special Resolution at a meeting of the Board or of the Members, provided the Officer or director has been given notice of and the opportunity to be present and to be heard at the meeting where such Ordinary Resolution is put to a vote. If the Officer or director is removed by the Members, his or her position as a Director will automatically and simultaneously be terminated.

5.7    Vacancy – Where the position of an Officer, excluding the President, becomes vacant for whatever reason and there is still a quorum5 of Directors, the Board may, by Ordinary Resolution, appoint a qualified individual to fill the vacancy for the remainder of the vacant position’s term of office. If the President position becomes vacant, the Vice-President shall become President and the Board may appoint a replacement for the position of Vice-President from among the Directors.

Quorum 3.7 refers to minimum number of voting members required at the Annual General Meeting and/or a Special Meeting. Quorum 4.19, 5.7 refers to minimum number of board delegates required at a Board Meeting.

5.8    Other Officers – The Board may determine other Officer positions and appoint individuals to fill those positions. Other Officers need not be Directors.

ARTICLE VI / COMMITTEES

6.1    Executive Committee – The Corporation will have an Executive Committee, which will be comprised of the President, VP, and any other Directors as determined by the Board by way of Ordinary Resolution. The Executive Committee will have the authority to oversee the implementation of Board policies during intervals between meetings of the Board and will perform such duties as prescribed by these Bylaws or may be prescribed from time to time by the Board. Decisions will be reported to the Board at the next Meeting.

6.2.1 Operations Committee – The Corporation will have an Operations Committee, which will be comprised of the Executive Director and at a minimum the following positions appointed by the Board by way of Ordinary Resolution:

  • Office Manager
  • Umpire in Chief
  • ICBA Representative
  • Equipment and Facilities Manager
  • Bingo Operations
  • Other roles as deemed necessary by the Board

The Operations Committee will have the responsibility for the day to day operations of the association. The Operations Committee is represented at the Board of Directors meetings by the Executive Director.  Members of this committee hold no voting rights at the Board levels. 

6.2.2  Appointment of Committees - The Board may appoint such committees as it deems necessary for managing the affairs of the Corporation and may appoint members of committees or provide for the election of members of committees, may prescribe the duties and terms of reference of committees, and may delegate to any Committee any of its powers, duties, and functions.

6.3     Vacancy – When a vacancy occurs on any Committee, the Board may appoint a qualified individual to fill the vacancy for the remainder of the Committee’s term.

6.4     President Ex-officio – The President will be an ex-officio non-voting member of all Committees of the Corporation.

6.5     Removal - The Board may remove any member of any Committee.

6.6     Debts – No Committee will have the authority to incur debts in the name of the Corporation.

ARTICLE VII / FINANCE AND MANAGEMENT

7.1     Fiscal Year – Unless otherwise determined by the Board, the fiscal year of the Corporation will be October 1st to September 30th.

7.2     Bank - The banking business of the Corporation will be conducted at such financial institution as the Board may determine.

7.3     Auditors - At each Annual Meeting the Voting Delegates may appoint an auditor to review, audit or conduct a review engagement of the books, accounts and records of the Corporation in accordance with the Act. The auditor will hold office until the next Annual Meeting. The auditor will not be an employee, Officer, or Director of the Corporation and must be permitted to conduct an audit or review engagement of the Corporation.

7.4     Annual Financial Statements – The Directors will approve financial statements (evidenced by signature of one or more Directors) of the Corporation of the last fiscal year of the corporation but not more than six (6) months before the Annual Meeting and present the approved financial statements before the Members at every Annual Meeting. A copy of the Annual Financial Statements will be provided to any Member requesting a copy of the Financial Statements not less than fourteen (14) days before the Annual Meeting. The Financial Statements will include:

a)  The financial statements

b)  The auditor’s report or review engagement

c)  Any further information respecting the financial position of the Corporation

7.5     Books and Records - The necessary books and records of the Corporation required by these By-laws or by applicable law will be necessarily and properly kept. The books and records include, but are not limited to:

a)  The Corporation’s articles and By-laws;

b)  The minutes of meetings of the Members and of any committee of Members;

c)  The resolutions of the Members and of any committee of Members;

d)  The minutes of meetings of the Directors or any committee of Directors;

e)  The resolutions of the Directors and of any committee of Directors;

f)  A register of Directors;

g)  A register of Officers;

h)  A register of Members;

i)  A register of Voting Delegates; and,

j)  Account records adequate to enable the Directors to ascertain the financial position of the Corporation on a quarterly basis.

7.6    High Value Contracts – All financial instruments and contracts must be signed by two (2) Officers or other individuals as designated by the Board that hold the signing authority of the Corporation, and by at least one (1) member of the Finance & Audit Committee.

7.7    Signing Authority – Contracts, agreements, deeds, leases, mortgages, charges, conveyances, transfers and assignments of property, leases and discharges for the payment of money or other obligations, conveyances, transfers and assignments of shares, stocks, bonds, debentures, or other securities, agencies, powers of attorney, instruments of proxy, voting certificates, returns, documents, reports, or any other instruments in writing to be executed by the Corporation will be executed by at least two (2) of the Officers or other individuals, as designated by the Board including at least one (1) member of the Finance and Audit Committee. In addition, the Board may direct a manner in which the person or persons by whom any particular instrument or class of instruments may or will be signed.

7.8    Property - The Corporation may acquire, lease, sell, or otherwise dispose of securities, lands, buildings, or other property, or any right or interest therein, for such consideration and upon such terms and conditions as the Board may determine.

7.9    Borrowing - The Board may from time to time:

a)  Borrow money on the credit of the Corporation;

b)  Issue, reissue, sell or pledge debt obligations including bonds, debentures, debenture stock, notes or other like liabilities (whether secured or unsecured) of the Corporation;

c)  Give a guarantee on behalf of the Corporation to secure performance of an obligation of any person; and

d)  Charge, mortgage, hypothecate, or pledge all or any currently owned or subsequently acquired real or personal, moveable or immovable property of the Corporation, including book debts, rights, powers, franchises and undertakings, to secure any debt or liability of the Corporation.

7.10  Borrowing Restriction - The Members may, by Special Resolution, restrict the borrowing powers of the Board but a restriction so imposed expires at the next Annual Meeting.

Remuneration

7.11    No Remuneration - All Directors, Officers and members of Committees will serve their term of office without remuneration (unless approved by at a meeting of Members) except for reimbursement of expenses as approved by the Board. This section does not preclude a Director or member of a Committee from providing goods or services to the Corporation under contract or for purchase. Any Director or member of a Committee will disclose the conflict/potential conflict in accordance with these By-laws.

Conflict of Interest

7.12    Conflict of Interest – A Director, Officer or member of a Committee who has an interest, or who may be perceived as having an interest, in a proposed contract or transaction with the Corporation will disclose, fully and promptly, the nature and extent of such interest to the Board or Committee.

ARTICLE VIII / AMENDMENT OF BY-LAWS

8.1       Voting – These By-laws may only be amended, revised, repealed or added to:

  1. By Ordinary Resolution of the Board. Any By-laws amendments will be submitted to the Members at the next Annual General Meeting and the voting Members may confirm, reject or amend the By-laws by Special Resolution; or   b)  By the Voting Members by way of Special Resolution.

ARTICLE IX / NOTICE

9.1       Written Notice - In these By-laws, written notice will mean notice which is hand-delivered or provided by mail, fax, electronic mail or courier to the address of record of the individual, Director, Officer, or Member, as applicable.

9.2       Date of Notice - Date of notice will be the date on which receipt of the notice is confirmed verbally where the notice is hand-delivered, electronically where the notice is faxed or emailed, or in writing where the notice is couriered, or in the case of notice that is provided by mail, five (5) days after the date the mail is post-marked

9.3       Error in Notice - The accidental omission to give notice of a meeting of the Board or of the Members, the failure of any Director or Member to receive notice, or an error in any notice which does not affect its substance will not invalidate any action taken at the Meeting.

ARTICLE X / DISSOLUTION

10.1    Dissolution – The Corporation may be dissolved in accordance with the Act and its assets will be distributed to an organization with similar objectives as determined by the Board by an Ordinary Resolution.

ARTICLE XI / INDEMNIFICATION

11.1     Will Indemnify - The Corporation will indemnify and hold harmless out of the funds of the Corporation each Officer, Director, and any individual who acts at the Corporation’s request in a similar capacity, their heirs, executors and administrators from and against any and all claims, charges, expenses, demands, actions or costs, including an amount paid to settle an action or satisfy a judgment, which may arise or be incurred as a result of occupying the position or performing the duties of a Director or and any individual who acts at the Corporation’s request in a similar capacity.

11.2     Will Not Indemnify - The Corporation will not indemnify a Director or any individual who acts at the Corporation’s request in a similar capacity for acts of fraud, dishonesty, bad faith, breach of any statutory duty or responsibility imposed upon him or her under the Act. For further clarity, the Corporation will not indemnify an individual unless:

a)  The individual acted honestly and in good faith with a view to the best interests of the Corporation; and

b)  If the matter is a criminal or administrative proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that his or her conduct was lawful.

11.3     Insurance - The Corporation will, at all times, maintain in force such Directors and Officers liability insurance.

ARTICLE XII / ADOPTION OF THESE BY-LAWS

12.1     Ratification – These By-laws were ratified by a Special Resolution vote of the Members of the Corporation at a meeting of Members duly called and held on DATE.

12.2     Repeal of Prior By-laws – In ratifying these By-laws, the Members of the Corporation repeal all prior By-laws of the Corporation provided that such repeal does not impair the validity of any action done pursuant to the repealed By-laws.