Governing Documents

ABCRA By-laws and Articles

Table of Contents

The Board of Directors of the ABC Residents Association is committed to the principles of good governance and is guided by the Association’s By-laws, Articles and Policies

These  governing documents were revised in 2013  to comply with the Canada Not-for-profit Corporations Act governing NGOs. They were then approved by a SPECIAL RESOLUTION adopted by the ABCRA Board of Directors on September 19, 2013 and ratified by a two-thirds majority vote of the ABCRA membership present at the AGM on September 25, 2013.

ABC Residents Association (ABCRA) (the “Corporation”) Governing By-law.

Pursuant to the Canada Not-for-profit Corporations Act (S.C. 2009, c.23) and the continuance (import) of the Corporation from the Corporations Act (Ontario) to the Canada Not-for-profit Corporations Act, this By-law No. 1, being a by-law relating generally to the conduct of the affairs of the Corporation, replaces all by-laws, if any, of the Corporation under the Corporations Act (Ontario).

BY-LAWS

SECTION 1 – GENERAL

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-laws of the Corporation as amended and which are, from time to time, in force and effect;

e. “geographical boundaries” in this By-law are defined as the western boundary shall be the east side of Avenue Road, the northern boundary shall be the Canadian Pacific Railway tracks, the eastern boundary shall be the west side of Yonge Street and the southern boundary shall be the north side of Bloor Street.

f. “meeting of members” includes an annual meeting of members or a special meeting of members;

g. “ordinary resolution” means a resolution passed by a majority of not less than 50% plus 1 of the votes cast on that resolution;

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

In the interpretation of this by-law, words in the singular include the plural and vice-versa, words in one gender include all genders, and “person” includes an individual, body corporate, partnership, trust and unincorporated organization.  Other than as specified in Section 1.01 above, words and expressions defined in the Act have the same meanings when used in these by-laws.

1.03 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 secretary of the Corporation shall be the custodian of the corporate seal.

1.04 Execution of Documents

Cheques, deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring execution by the Corporation must be signed by any two (2) of its officers or directors, subject to the following:  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.

1.05 Financial Year End

The financial year end of the Corporation shall be determined by the board.

1.06 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 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 may by resolution from time to time designate, direct or authorize.

1.07 Annual Financial Statements

The Corporation shall give members notice as outlined in section 2.02 of this by-law that the documents referred to in subsection 172(1) (Annual Financial Statements) of the Act are available at the registered office of the corporation and that any member may, on request, obtain a copy free of charge at the office or by prepaid mail.

If a member consents in writing, the Corporation may also make the documents referred to in subsection 172(1) (Annual Financial Statements) of the Act available by posting it on or making it available through a generally accessible electronic source, such as a website, and by providing the member with notice in writing of the availability and location of that electronic document.

1.08 Borrowing Powers

The directors of the Corporation may, with 2/3 majority votes of the board but without authorization of the members,

a. borrow money on the credit of the Corporation;

b. issue, reissue, sell, pledge or hypothecate debt obligations of the Corporation;

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

d. mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the Corporation, owned or subsequently acquired, to secure any debt obligation of the Corporation.

SECTION 2 – MEMBERSHIP – MATTERS REQUIRING SPECIAL RESOLUTION

2.01 Membership Conditions

Subject to the articles, there shall be one class of members in the Corporation. Every person who is resident within the geographical boundaries is eligible to be a member of the Corporation provided that the person makes an application and is accepted into membership in the Corporation by the board.  The basis of membership is residency and not ownership of property or the operation of a business within the geographical boundaries.  Each member shall be entitled to receive notice of, as set out in paragraph 2.02, attend and vote at all meetings of the members of the Corporation.

Pursuant to subsection 197(1) (Fundamental Changes) of the Act, a special resolution of the members is required to make any amendments to this section of the by-laws if those amendments affect membership rights and/or conditions described in paragraphs 197(1)(e), (h), (l) or (m).

2.02 Notice of Members’ Meeting

Notice of the time and place of a meeting of members shall be given to each member entitled to vote at the meeting by publication,

a. at least once in each of the three weeks immediately before the day on which the meeting is to be held in one or more newspapers circulated in the geographical boundaries or across the City of Toronto and full particulars will be placed on the website of the Corporation, or

b. at least once in a publication of the corporation that is sent to all its members, during a period of 21 to 60 days before the day on which the meeting is to be held, or

c. 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.

Pursuant to subsection 197(1) (Fundamental Changes) of the Act, a special resolution of the members is required to make any amendment to the by-laws of the Corporation to change the manner of giving notice to members entitled to vote at a meeting of members.

SECTION 3 – MEMBERSHIP DUES AND TERMINATION

3.01 Membership Dues

Members shall be notified in writing of the membership dues at any time payable by them, if any, and, if any such membership dues are not paid within six (6) calendar months of the membership renewal date the members in default shall automatically cease to be members of the Corporation.

3.02 Termination of Membership

A membership in the Corporation is terminated when:

a. the member is no longer resident in the geographical boundaries;

b. the member dies, or, in the case of a member that is a corporation, the corporation is dissolved;

c. the member resigns;

d. the member is removed from membership in accordance with section 3.03 below;

e. the member’s term of membership, if any, expires;

f. the Corporation is liquidated and dissolved under the Act; or

g. the member’s membership is otherwise terminated in accordance with the articles or by-laws.

Subject to the articles, upon any termination of membership, the rights of the member automatically cease to exist.

3.03 Removal from Membership

Any member of the Corporation may be removed from membership for any one or more of the grounds described below by an ordinary resolution of the board and confirmed by the members by a majority of not less than 2/3 of the votes cast on that resolution at a meeting of members duly called for that purpose. For greater certainty, the member’s removal from membership shall only be effective on the confirmation of the members at a special meeting of members as described herein.

The grounds for removal are:

a. violating any provision of the articles, by-laws, or written policies of the Corporation;

b. carrying out any conduct which may be detrimental to the Corporation as determined by the board in its sole discretion;

c. for any other reason that the board in its sole and absolute discretion considers to be reasonable, having regard to the purpose of the Corporation.

In the event that the board determines that a member should be removed from membership in the Corporation, the chair of the board, or such other officer as may be designated by the board, shall provide twenty (20) days written notice of the proposed removal of the member from membership to the member and shall provide written reasons for the proposed removal. The member may make written submissions to the chair of the board, or such other officer as may be designated by the board, in response to the notice received within such twenty (20) day period.

In the event that no written submissions are received by the chair of the board, the board may proceed to call a special meeting of members for the purpose of considering and confirming the board’s resolution to remove the member from membership in the Corporation.

If written submissions are received in accordance with this section, the board will consider such submissions and make a decision within twenty (20) days from the date of receipt of the written submissions from the member.  If the board decides not to remove the member from membership in the Corporation, the chair of the board shall, within seven (7) days from the date of the board’s decision, notify the member in writing of its decision.  If it is decided by the board that the member should be removed from membership in the Corporation, the board shall call a special meeting of members for the purpose of considering and confirming the board’s resolution to remove the member from membership in the Corporation.  The member who is the subject of the proposed removal shall have the right to receive notice of and attend the meeting of members, and shall be given the opportunity to make an oral statement at the meeting, but shall not have the right to vote on the resolution to remove the member from membership.

Within seven (7) days from the date of the special meeting of members, the chair of the board shall notify the member in writing concerning the final decision made at the special meeting of members. The decision of the members at the special meeting of members shall be final and binding on the member, without any further right of appeal.

SECTION 4 – MEETINGS OF MEMBERS

4.01 Meetings of Members

The Corporation shall hold an annual meeting of members not more than 15 months after its last annual meeting of members.  The purposes of the annual meeting of members will include considering the financial statements of the Corporation, the report of the Corporation’s public accountant, election of directors, appointment of public accountant and other business as required.

4.02 Place of Members’ Meeting

Subject to compliance with section 159 (Place of Members’ Meetings) of the Act, meetings of the members may be held at any place within Canada or elsewhere as the board may determine.

4.03 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 resolution of the members.

4.04 Chair of the Meeting

The president of the Corporation shall be the chair of the meeting.  In the event that there are co-presidents, the board of directors shall determine which co-president shall chair the meeting.  In the event that the president and both co-presidents are absent or unable to chair the meeting, the members who are present and entitled to vote shall select from amongst one of the directors to chair of the meeting.  If no directors are in attendance at the members meeting, the members who are present and entitled to vote at the meeting shall select one of their number to chair the meeting.

4.05 Quorum

A quorum at any meeting of the members (unless a greater number of members are required to be present by the Act) shall be the lesser of: (i) 50% of the members entitled to vote at the meeting, or (ii) ten (10) members entitled to vote 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.

4.06 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 decided by a majority of the votes of the members present in person including the chair if the chair chooses to vote.  Every question shall be decided by a show of hands or a standing vote unless a poll is requested by any member.  The request for a poll will be put to a vote and carried by a simple majority of members present.  Upon a show of hands, standing vote or poll, a declaration by the chair of the meeting that a resolution has been carried or not carried, and an entry to that effect in the minutes of the meeting shall serve as sufficient evidence of the decision and will not require the number of proportion of the votes in favour of or against such resolution be recorded.

4.07 Decorum and Debate

When any member desires to speak, it shall not be necessary to rise unless in the opinion of the president or other officer presiding, same shall be necessary. At annual meeting of members, a person desiring to speak shall so signify by raising a hand and waiting to be recognized before speaking. The person speaking shall immediately stop when requested to do so by the president or other officer presiding, and shall otherwise at all times speak respectfully. When any member is speaking, no other member shall interrupt but shall indicate a desire to talk by raising a hand and waiting to be recognized and if recognized, the member speaking shall yield to the person so recognized. If a member’s conduct is such as in the opinion of the president or other officer presiding, sufficient to require that member to leave the meeting, the member shall be so advised and shall leave forthwith.

SECTION 5 – DIRECTORS

5.01 Number of Directors

The board shall consist of the number of directors specified in the articles. The articles currently provide for a minimum of five (5) and a maximum of fifteen (15) directors, and the board shall be comprised of the fixed number of directors as determined from time to time by the members by ordinary resolution or, if the ordinary resolution empowers the directors to determine the number, by resolution of the board.

5.02 Election and Term

Subject to the articles, the members will elect the directors at each annual meeting at which an election of directors is required. If an election of directors is not held at the proper time, the incumbent directors shall continue in office until their successors are elected.

The directors of the Corporation shall be elected and shall retire in rotation. At the first election of directors following the effective date of this by-law, one-third (1/3) directors shall be elected for a three (3)-year term, one-third (1/3) directors shall be elected for a two (2)-year term and one-third (1/3) directors shall be elected for a one (1)-year term. Thereafter, except where an election is held to fill the unexpired portion of a term, newly elected directors shall be elected for three (3)-year terms.

5.03 Powers and Duties of Board of Directors

The Board of Directors shall have control of the management and supervision of the affairs of the Corporation, shall determine its policies or changes therein within the limits of this by-law, and shall actively advance the purpose and objects of the Corporation. It shall represent the members in the overall conduct of the affairs of the Corporation, shall have responsibility for developing the objectives and anticipating the future needs of the Corporation and its members, collect such information and, where necessary, retain the assistance of qualified experts. The Board of Directors shall be entitled to appoint such committees from time to time as may be necessary to perform better the above duties and responsibilities. The Board of Directors may delegate to any member of the Corporation whether or not a member of the Board of Directors, to represent the Corporation in any matter or transaction whether public or private, within the limits of the authority so delegated. Unless authorized by the Board of Directors, no one shall claim to represent the Corporation.

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 10.01 (Method of Giving Notices) of this by-law to every director of the Corporation not less than forty-eight (48) hours before the time when the meeting is to be held, if delivered or sent other than by mail. Notice by mail shall be sent at least fourteen (14) days prior to the meeting. 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) (Limits on Authority) 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) (Notice of Meeting) of the Act requires the purpose thereof or the business to be transacted to be specified in the notice.  Attendance at board meetings is restricted to directors of the Corporation and to those who have received an invitation from the Chair.

6.04 Quorum

A majority of directors in office, from time to time shall constitute a quorum for meetings 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. The chair of the meeting shall not exercise a vote except in the case of an equality of votes either on a show of hands or on a ballot or on the results of electronic voting.

6.06 Meeting Held Entirely by Electronic Means

If the directors of the Corporation call a meeting of directors pursuant to the Act, those directors, as the case may be, may determine that the meeting shall 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.

SECTION 7 – OFFICERS

7.01 Appointment

The board may designate the offices of the Corporation, appoint officers on an annual or more frequent basis, specify their duties and, subject to the Act, delegate to such officers the power to manage the affairs of the Corporation. A director may be appointed to any office of the Corporation. An officer may, but need not be, a director unless these by-laws otherwise provide. Two or more offices may be held by the same person.

7.02 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, shall have the following duties and powers associated with their positions:

a. President – If appointed, the president shall be the chief executive officer of the Corporation and shall be responsible for implementing the strategic plans and policies of the Corporation. The president shall, subject to the authority of the board, have general supervision of the affairs of the Corporation.  The board may designate Co-Presidents with such other duties and powers as the board may specify.

b. Vice-President – If appointed, the vice-president shall, assist the President (or Co-Presidents as the case may be) in the discharge of duties and in the absence of the President or both Co-Presidents, or in the event of the inability or refusal to act of the President or both Co-Presidents, the Vice-President shall perform the duties of the President and when so acting shall have all the powers, and be subject to, the restrictions placed on the President. The Vice-President shall in general perform all duties incidental to the office of Vice-President and such other duties as may be assigned by the President, Co-Presidents or the Board from time to time.

c. Secretary – If appointed, the secretary shall attend and be the secretary of all meetings of the board, members and committees of the board. The secretary shall enter or cause to be entered in the Corporation’s minute book, minutes of all proceedings at such meetings; the secretary shall give, or cause to be given, as and when instructed, notices to members, directors, the public accountant and members of committees; the secretary, or such other officer or employee as designated by the secretary, shall be the custodian of all books, papers, records, documents and other instruments belonging to the Corporation.

d. Treasurer – If appointed, the treasurer shall keep, or cause to be kept, proper accounting records as required by the Act.  The treasurer shall deposit, or cause to be deposited, all monies received by the Corporation in the Corporation’s bank account; the treasurer shall, under the direction of the board, supervise the safekeeping of securities and the disbursement of the funds of the Corporation; the treasurer shall render to the board, whenever required, an account of all his or her transactions as treasurer and of the financial position of the Corporation; and the treasurer shall perform such other duties as may from time to time be prescribed by the board.

The powers and duties of all other officers of the Corporation shall be such as the terms of their engagement call for or the board or president requires of them.  The board may from time to time and subject to the Act, vary, add to or limit the powers and duties of any officer.  In the event that any of the officers above are not appointed, to the extent that such officers have any responsibilities pursuant to any other provisions of this by-law, the board may assign those responsibilities to another officer of the Corporation.

7.03 Vacancy in Office

In the absence of a written agreement to the contrary, the board may remove, whether for cause or without cause, any officer of the Corporation. Unless so removed, an officer shall hold office until the earlier of:

a. the officer’s successor being appointed,

b. the officer’s resignation, or

c. such officer’s death.

If the office of any officer of the Corporation shall be or become vacant, the directors may, by resolution, appoint a person to fill such vacancy.

SECTION 8 – COMMITTEES

8.01 Committees

The board may from time to time establish 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, or terminate any committee or other advisory body, as it deems necessary or appropriate.  The size, composition, structure and election process for members of any such committee shall be established by the board.  Any such committee shall operate within the rules and directions as the board may from time to time make. Any committee member may be removed by resolution of the board.

8.02 ABCRA Community Fund Committee

The board will appoint not fewer than five (5) and not more than seven (7) of its directors to the ABCRA Community Fund (“ABCRACF”) Committee to administer the community fund.  The board may by resolution remove any member of the committee and may fill the vacancy created by such removal or resignation.

Committee members will administer the fund in accordance with this by-law, the Community Fund Policy, the Financial Expenditure Policy and any other relevant policies governing the Corporation.  Any decisions regarding the acquisition or expenditure of monies in the ABCRACF will be subject to board approval.  The ABCRACF Committee will provide a quarterly financial report to the board.  The ABCRACF will be reviewed by the public accountant as part of the general audit of the Corporation.  

The ABCRACF will support the following types of endeavors:

a. expert consultation to assist the Corporation in its decision-making and in accomplishing its purposes and objects;

b. neighbourhood projects approved through the project approval process as outlined in the Community Fund Policy; and

c. support to the Corporation with its operation and governance.  

The ABCRACF Committee will have a quorum of at least a majority of its members.  The ABCRACF will be invested in secure investments and the earned income accrues to the ABCRACF.  

SECTION 9 – STREET REPRESENTATIVES

9.01 Street Representatives

The street representative shall be a spokesperson for the respective street represented or residential building and shall notify the residents of that street or residential building of such meetings and business as from time to time directed by the board.  The board shall set time for street representatives to discuss issues affecting their street or building at board meetings.  When street representatives are present at board meetings, such street representatives are entitled to make deputations and participate in discussion but are not allowed to make motions or vote.  Each of the streets within the geographical boundaries of the Corporation shall be entitled to one representative.  The board shall decide which specific residential buildings located within the geographical boundaries shall be entitled to one representative.  The board may replace any street or building representative after consultation with that street or residential building.

9.02 Appointment of Street Representatives

Candidates for street representatives shall identify themselves at the annual meeting of members of the Corporation. Every person so identified must be resident on the street or of the residential building to be represented. If not more than one person comes forward for each position of street representative, such person shall be declared the street representative. If more than one person is comes forward for each position of street representative, they will share the position as a street representative committee. The committee will elect their Chair who will then serve as the Chair of the Street Committee and the Street Representative at meeting of the Corporation. The complement of street representatives and committees shall be determined at the annual meeting of members or as soon after as is practicable. If there shall be any vacancy in the position of any street representative, the board may fill such vacancy by the appointment thereto of any member who volunteers to fill such vacancy and who actually resides on such street.

SECTION 10 – NOTICES

10.01 Method of Giving Notices

Any notice (which term includes any communication or document), other than notice of a meeting of members, 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 or member of a committee of the board or to 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, if delivered to the director’s latest address as shown in the records of the Corporation or in the last notice that was sent by the Corporation in accordance with section 128 (Notice of directors) or 134 (Notice of change of directors) and received by the Director appointed by the federal Minister of Industry under the Act to administer the Act;

b. if mailed by prepaid ordinary or air mail to such person at such person’s recorded address, or in the case of notice to a director to the latest address as shown in the records of the Corporation or in the last notice that was sent by the Corporation in accordance with section 128 (Notice of directors) or 134 (Notice of change of directors) and received by the Director appointed by the federal Minister of Industry under the Act to administer the Act;

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 Part 17 of 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.

10.02 Invalidity of any provisions of this by-law

The invalidity or unenforceability of any provision of this by-law shall not affect the validity or enforceability of the remaining provisions of this by-law.

10.03 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 where the Corporation has provided notice in accordance with the by-law 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.

SECTION 11 – PUBLIC ACCOUNTANT

11.01 Public Accountant

The members shall by ordinary resolution at each annual meeting of members appoint a public accountant to hold office until the next annual meeting of members, and if an appointment is not so made, the public accountant in office will continue in office until a successor is appointed. The directors may, if a quorum of the directors is then in office, fill any vacancy in the office of public accountant arising between annual meeting of members.

11.02 Qualification

The person or firm appointed as a public accountant shall not be a director, an officer or employee of the Corporation, or a partner or employee of any such person, but shall:

a. be a member in good standing of an institute or association of accountants incorporated by or under an Act of the legislature of a province of Canada;

b. meet any qualifications under an enactment of a province for performing any duty that the person is required to perform under the relevant sections of the Act; and

c. be independent, within the meaning of the Act, of the Corporation, its affiliates, the directors and officers, and the directors and officers of the affiliates.

11.03 Remuneration

The remuneration of the public accountant appointed by the members shall be fixed by ordinary resolution of the members, or by the board if it is authorized to do so by the members. The remuneration of a public accountant appointed by the board shall be fixed by the board.

SECTION 12 – INDEMNITIES TO DIRECTORS AND OTHERS

12.01 Indemnification

Subject to the Act, the Corporation shall indemnify a director or officer, a former director or officer, or a person who acts or acted at the Corporation’s request as a director or an officer or in a similar capacity of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the Corporation or other entity, if such individual (a) acted honestly and in good faith with a view to the best interests of the Corporation or, as the case may be, to the best interests of the other entity for which the individual acted as director or officer or in a similar capacity at the Corporation’s request; and (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, had reasonable grounds for believing that such conduct was lawful.  The Corporation shall also indemnify such person in such other circumstances as the Act or law permits or requires.  Nothing in this by-law shall limit the right of any person entitled to indemnity to claim indemnity apart from the provisions of this by-law.

SECTION 13 – BY-LAWS AND AMENDMENTS

13.01 By-laws and Amendments

The board may not make, amend or repeal any by-laws that regulate the activities or affairs of the Corporation without having the by-law, amendment or repeal confirmed by the members by ordinary resolution. The by-law, amendment or repeal is only effective on the confirmation of the members and in the form in which it was confirmed.

This section does not apply to a by-law that requires a special resolution of the members according to subsection 197(1) (Fundamental Changes) of the Act.

SECTION 14 – EFFECTIVE DATE

14.01 Effective Date

This By-law shall come into force on the date that the Corporation continues under the Canada Not-for-profit Corporations Act.

CERTIFIED to be By-Law No. 1 of the Corporation, passed by the Board of the Corporation by resolution on the 25th day of September, 2013, and to be effective on the date that the Corporation continues (import) under the Canada Not-for-profit Corporations Act.

DATED as of the 10th day of October 2013.

Signed JOHN CALIENDO, Director and Co-President

Signed IAN CARMICHAEL, Director and Co-President.

This By-Law No. 1 came into force on February 7, 2014 the date of continuance as reflected on the Certificate of Continuance (import) issued by Industry Canada under the Canada Not-for-profit Corporations Act.

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