HAA Bylaws

A By-law relating generally to the conduct of the affairs of

Hamilton Amateur Astronomers

(the “Corporation”)

BE IT ENACTED as a By-law #1 of the Corporation as follows:

Definitions

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

“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;

“Articles” means the original or restated articles of incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement or revival of the Corporation;

“By-law” means this By-law and any other By-law of the Corporation as amended and which are, from time to time, in force and effect;

“Council” means the Board of Directors of the Corporation;

“Council Member” means an Officer or Director of the Corporation;

“Council Resolution” means a Resolution passed by the majority of Directors at a duly constituted Council Meeting;

“Director” means an individual who has been elected to sit on the current Council;

“Duly constituted,” means a Members’ or Council Meeting is considered to be “duly constituted” if the Notice of the meeting was provided to the Corporation’s Members in the manner prescribed in this By-law and the attendance at the meeting was sufficient to meet the quorum requirement prescribed in this By-law for the type of meeting being held;

“Member” means anyone who has been deemed by the Council to be a Member of the Corporation;

“Members’ Meeting” includes an annual meeting of members or a special meeting of members; “special meeting of members” includes a meeting of any class or classes of members and a special meeting of all members entitled to vote at an annual meeting of members;

“Member’s Proposal” means a proposal submitted by a Member of the Corporation that meets the requirements of Section 163 (Member Proposals) of the Act;

“Officers” means the Members who have been elected to positions of Chair, Secretary and Treasurer of the Corporation. In the event that the Chair is incapacitated and unable to act, the Second Chair is temporarily deemed to be an Officer of the Corporation until the Chair is able to resume its duties. Officers are also deemed to be Directors of the Corporation.

“Ordinary Resolution” means a Resolution passed by a majority of not less than 50% plus 1 of the votes cast on that resolution at a duly constituted Members’ Meeting;

“Policy” means any Ordinary or Special Resolution passed by Council which remains in effect until it is rescinded or replaced by some other Resolution as approved by the majority of Directors at duly constituted Council Meeting;

“Regulations” means the regulations made under the Act, as amended, restated or in effect from time to time;

“Signing Officer” means an Officer of the Corporation who has the authority to bind the corporation to a contract, to an executable agreement or to other instruments in writing on the Corporation’s behalf subject to any limits placed on said authority by the Corporation’s By-Laws, by any Resolution or by any Policy. The Signing Officers of the Corporation shall be the Chair, the Secretary and the Treasurer.

“Special Resolution” means a Resolution passed by a majority of not less than two-thirds (2/3) of the votes cast on that resolution at a duly constituted Members’ Meeting.

“Team” means an identified group of Members to whom Council has delegated the authority and responsibility necessary to execute a function or task on behalf of the Corporation as specified by these By-laws and by any Policy. Team members remain on the Team at the discretion of Council.

Interpretation

In the interpretation of these By-laws, 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 above, words and expressions defined in the Act have the same meanings when used in this By-law.

Corporate Seal

The Corporation may have a corporate seal in the form approved from time to time by the Council. If a corporate seal is approved by the Council, the Secretary of the corporation shall be the custodian of the corporate seal.

Execution of Documents

Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring execution by the Corporation may be signed by any two (2) of its Signing Officers. In addition, the Council 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 so authorized by Council 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.

Financial Year End

The financial year end of the Corporation shall be March 31 in each year.

Banking Arrangements

The banking business of the Corporation shall be transacted at a bank, credit union, trust company or other firm or corporation carrying on a banking business in Canada as the Council may designate, appoint or authorize from time to time by Council 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 Council may by Resolution from time to time designate direct or authorize.
All cheques or drafts drawn on the Corporation’s banking account(s) must be authorized by at least two (2) Signing Officers.

Borrowing Powers

If authorized and confirmed by a Special Resolution which is adopted at a duly constituted Member’s Meeting, the Council may for the sole purpose outlined in said Special Resolution:

borrow money on the credit of the corporation;
issue, reissue, sell, pledge or hypothecate debt obligations of the corporation; and
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.
Any such Special Resolution may provide for the delegation of such powers by the Directors to such Officers or Directors of the Corporation to such extent and in such manner as may be set out in the Special Resolution.

In the absence of any such authorizing and confirming Special Resolution, the Corporation, its Officers, its Directors and Council may not borrow money on behalf of the Corporation or otherwise cause bills of exchange, promissory notes, mortgages or any other form of indebtedness to be made, drawn, accepted or endorsed by or on behalf of the Corporation.

Annual Financial Statements

As part of the Notice of the Annual Meeting the Corporation shall send to the Members a copy of the Annual Financial Statements and other documents referred to in subsection 172(1) (Annual Financial Statements) of the Act or a copy of a publication of the Corporation reproducing the information contained in the documents. Instead of sending the documents, the Corporation may send a summary to each Member along with a notice informing the Member of the procedure for obtaining a copy of the documents themselves free of charge. The Corporation is not required to send the documents or a summary to a Member who, in writing, declines to receive such documents.

Membership Conditions

All persons who are interested in astronomy are eligible to apply for Membership by applying for a Membership Class and remitting the Membership Fee appropriate to the selected class along with a Membership application form. A Membership application must be approved by Council before any person is deemed to be a Member.

Annual Membership Year

Membership in the Corporation is valid for one (1) year unless otherwise specified in the Articles. The Membership year commences on September 1st and ends on August 31st the following year.

Applications for Membership accompanied by the commensurate Membership Fees received between June 1st and September 1st shall be applied to the upcoming Membership year and the applicant will be deemed to be a Member starting on the date that the application is received and ending on August 31st the following year provided that any such Membership is approved by Council at the next Meeting of Council.

Membership Classes

Subject to the Articles, there shall be two classes of members in the Corporation, namely, Class A members and Class B members. The Council of the Corporation may, by resolution, approve the admission of the members to the Corporation. Members may also be admitted in such other manner as may be prescribed by Council by resolution. The following conditions of membership shall apply to:

Class A Members

Class A voting membership shall be available to persons who have applied and have been accepted as a Class A voting Member in the Corporation by Council.

Each Class A Member is entitled to receive Notice of and attend all Members’ Meetings.

Class A Members are further divided into the following mutually exclusive categories, meaning one individual may not hold more than one category of Class A membership:

An Individual Member is one (1) person who has paid the Individual Membership fee. An Individual Member is entitled to a one (1) non-transferrable vote on each question put before a Member’s Meeting.
A Family Membership shall include the immediate family members of a person who has paid the Family Membership fee, and:

Family Members are limited to the primary contact person named on the Membership application form, their spouse and their children or wards,
Family Members must reside in the same household to be considered eligible for inclusion in the Family Membership,
A minor may only become a Member of the Corporation as part of a Family Membership.
The names of all people applying for inclusion in a Family Membership must be supplied to the Corporation at the time of their application.
For the purposes of determining quorum and otherwise counting members in the Corporation a Family Membership shall count as a minimum of one (1) and a maximum of two (2) members who are eligible to vote.
The primary contact person named on the Membership Application shall be deemed to represent all of the individuals named on said application for the purposes of Notice and any Notice sent to the primary contact person is deemed to have been sent to all of the members named on the application.
Each person listed under a single Family Membership who has attained the age of majority is entitled to one (1) non-transferable vote on questions put before the Member’s Meeting up to a maximum of two (2) votes per question per Family Membership.

An Under Twenty-Six Membership is one (1) person who is at least the age of eighteen (18) and under the age of twenty-six (26) at the commencement of the Membership Year. Under Twenty-Six Members qualify for a 50% discount off the current Individual Membership cost. An Under Twenty-six Member is entitled to a one (1) non-transferrable vote on each question put before a Member’s Meeting.
A Lifetime Membership, which is dues exempt for life, may be bestowed upon any Member who has given significant, sustained, or outstanding contributions to the Corporation. A Lifetime Membership includes all of the rights and privileges of an Individual Member for life. A Lifetime Membership will be granted upon the recommendation of Council and approval by Special Resolution of the Membership at an Annual Meeting. A Lifetime Member is entitled to one (1) non-transferable vote on each question put before a Member’s Meeting.

Class B Members

Class B non-voting membership shall be available to persons who have been accepted for Class B non-voting membership in the Corporation by a majority vote of Council.

The term of membership of a Class B non-voting member shall be one year.

Subject to the Act and the Articles, a Class B non-voting member shall not be entitled to receive Notice of, attend or vote at meetings of the members of the Corporation.

Class B members are otherwise referred to as Honorary Members. Honorary Members are exempt from dues. Honorary Memberships may only be granted through a Council Resolution to recognize any person who has been deemed by Council to have made an outstanding contribution to astronomy.

Pursuant to subsection 197(1) (Fundamental Change) of the Act, a Special Resolution of the members is required to make any amendments to this Section Eleven (11) of this by-law if those amendments affect membership rights and/or conditions described in paragraphs 197(1)(e), (h), (l) or (m).

Membership Fees

Membership Fees for each category of Class A Membership will be recommended by Council and then approved or rejected by an Ordinary Resolution at duly constituted Member’s Meeting.
Members shall be Notified pursuant to Section Nineteen (19) of this By-law of any recommended change to the amount of Membership fees due and the date by which the fees are due along with the date of the Members’ Meeting at which the Ordinary Resolution recommending the changes will be accepted or rejected.
If the set Membership fees are not paid within one (1) calendar month of their due date, any Membership in default shall automatically cease to be a Member or Members of the Corporation.

Transferring Membership

A Membership in the Corporation may only be transferred to the Corporation.

Members’ Entitlements

In addition to the rights as set out in these bylaws and the Articles, Members in good standing are entitled to:

participate in those activities and programs of the Corporation as determined by Council and;
stand for election as an Officer or Director or appointment to the Council of the Corporation in accordance with the eligibility requirements as specified in Section Thirty-two (32) of this By-law.

Eligibility to Vote

Each member with a Class A Membership category of Individual, Under Twenty-Six or Lifetime, who is in good standing, and has attained the age of majority in Ontario is entitled to one (1) non-transferable vote on any question put before any Member’s Meeting.

A maximum of any two (2) Class A Family Members who have been identified as part of a Family Membership in good standing and who have reached the age of majority in Ontario are both entitled to one (1) non-transferable vote each on any questions put before any Member’s Meeting.

Termination of Membership

A Membership in the Corporation is terminated when:

the Member dies or resigns;
the Member is expelled or their Membership is otherwise terminated in accordance with the Articles or with Section Eighteen (18) of this By-law;
the Member’s term of Membership expires;
the Member has not remitted the required Membership fee by the due date; or
the Corporation is liquidated and dissolved under the Act.

Effect of Termination of Membership

Subject to the Articles upon any termination of Membership the rights and entitlements of the Member, including any claims to the assets of the Corporation, automatically cease to exist without notice or appeal.

Expulsion from the Corporation

The Council shall have authority to propose to the Members that a specific Member of the Corporation be expelled with due cause for any one or more of the following grounds:

the Member’s continued Membership in the Corporation is detrimental to the operation of the Corporation or to the well-being of the Corporation or the well-being of any of the Corporation’s Members as determined by the Council at the Council’s sole discretion;
violating any provision of the Articles, By-laws, Resolutions, or Policies of the Corporation; or
any other reason that the Council in its sole and absolute discretion considers to be reasonable, having regard to the purpose of the Corporation.

Any Council proceedings, discussion or correspondence regarding expulsion of a Member must remain in camera and private until the issuing of Notice for a Special Meeting as outlined in Section Nineteen (19) of this By-law.
In the event that the Council determines that it should propose a Member be expelled from the Corporation, the Chair, or such other Officer or Director as may be designated by the Council, shall provide the Member in question with Notice of the proposal for expulsion and the reasons for the proposed expulsion within fourteen (14) days of the determination. The Notice shall be given in a manner that is analogous to Section Nineteen (19) of this By-Law.
Said Member may make written submissions to the Council through the Chair, or such other Officer or Director as may be designated by the Council, in response to the Notice specified in Section Eighteen – Three (18.3).
Any such written submission must be received by the Chair, or such other Officer or Director as may be designated by the Council, within seven (7) days of the Member in question receiving Notice of the proposal for expulsion.
In the event that no written submissions are received by the Council, Council may proceed to call a Special Meeting for the sole purpose of voting on the proposal for expulsion of the Member in question.
If a written submission is received in accordance with Section Eighteen – Five (18.5), the Council will consider said submission within a further fourteen (14) days from the date of receipt of the written submission.
After considering any written submission, should Council decide to proceed with the proposal for expulsion, the Chair or such other Officer or Director as may be designated by Council, shall notify the Member in question concerning the Council’s decision and then proceed to call a Special Meeting for the sole purpose of voting on the proposal for expulsion.
At the Special Meeting, if the meeting is duly constituted, the Chair, or other such Officer or Director as may be designated by Council, shall present the proposal for expulsion of the Member to the assembled Members. The proposal must include the due cause for the expulsion and any other pertinent information that Council deems relevant. The Member facing expulsion, if present, will then be given the opportunity to respond to the proposal.
Following the presentation of the proposal and any response from the Member in question, the Chair, or other such Officer or Director as may be designated by Council, shall give the assembled Members an opportunity to discuss the proposal after which the Secretary or other such Officer or Director as may be designated by Council, shall conduct a vote on the proposal.
The proposal for expulsion will be considered carried if two-thirds (⅔) of the voting Members present at the meeting vote in favour of the motion.
The Special Meeting will adjourn immediately following the announcement of the result of the vote.
In the event of a vote in favour of the proposal for expulsion, the Member in question’s Membership in the Corporation and all of the rights and entitlements associated with said Membership are terminated immediately.
If the Member in question who is the subject of the proposal is not present at the meeting, the Chair or other such Officer or Director as may be designated by Council, shall cause that person to be notified of the results of the vote in a manner analogous with Section Nineteen (19) of this By-Law.
Any Special Meeting voting results are final and binding, without any further right of appeal.
Any person expelled from the Corporation in accordance with this Section Eighteen (18) is ineligible for Membership in the Corporation in perpetuity. The Secretary shall maintain a registry of any person so expelled.
In the event that the Member who is the subject of a motion to expel resigns from the Corporation before the proceedings of the expulsion are completed then the proceedings will be suspended at the point when confirmation of the resignation is received by the Chair, or other such Officer or Director as may be designated by Council. A record of the resignation and suspension of the expulsion process along with any pertinent details shall be recorded by the Secretary in the registry noted in Section Eighteen – Sixteen (18.16).

Notice of Members’ Meetings

Notice of the time and place of any Members’ Meetings shall be given using the method directed in Section Forty-five (45) to each Individual Member, Under Twenty-Six Member, Life Member, and principal person named on a Family Membership by telephonic, electronic or other communication facility during a period of 21 to 35 days before the day on which the meeting is to be held.

If a Member has previously requested that the Notice be given by non-electronic means, the Notice will be sent by mail, courier or personal delivery.

Any Notice of Members’ Meetings must be accompanied by any Council Proposal, Member’s Proposal, Ordinary Resolution, Special Resolution or any other information identified in this by-law or by Council policy that will be considered at the Members’ Meeting for which the Notice is given.

Pursuant to subsection 197(1) (Fundamental Change) of the Act, a Special Resolution of the Members is required to make any amendment to this Section of this By-law to change the manner of giving Notice to Members entitled to vote at a Members’ Meeting.

Place of Members’ Meetings

Subject to compliance with Section Twenty-five (25) and Section Twenty-Six (26) of this by-law and Section One hundred and Fifty-nine (159) (Place of members’ meetings) of the Act, Members’ Meetings may be held at any place determined by the Council that is within a 50 km radius of Hamilton City Hall, 71 Main Street West Hamilton Ontario Canada or through a suitable electronic forum.

Persons Entitled to be Present at Members’ Meetings

The only persons entitled to be present at a Members’ Meeting shall be those entitled to vote at said Meeting plus the Officers, the Executive, the Directors and the Public Accountant of the Corporation, should one have been appointed, and such other persons who are entitled or required under any provision of the Act, the Articles or the By-laws of the Corporation to be present. Any other person may be admitted only on the invitation of the Chair of Council or by an Ordinary Resolution of the Members. Only those Members entitled to vote at the Members’ Meeting according to the provisions of the Act, Articles and this By-law shall vote at the Members’ Meeting.

Chair of Members’ Meetings

In the event that the Chair and Second Chair of the Council are absent, and Council has not appointed a temporary Chair, the Members who are present and entitled to vote at the Meeting shall choose through a majority vote one of their number to chair the Meeting.

Quorum at Members’ Meetings

A quorum at any Members’ Meeting shall be twenty (20) percent of the total number of Members of the Corporation who are entitled to vote at a Members’ Meeting. If a quorum is present at the opening of a Members’ Meeting, the Members present may proceed with the business of the Meeting even if a quorum is not present throughout the Meeting. For the purposes of determining the total number of members, a Family Membership shall be counted as a minimum of one (1) and a maximum of two (2) members eligible to vote depending on the requisite number of individuals who have reached the age of majority.

Voting at Members’ Meeting

At any Members’ Meeting every question shall unless otherwise provided by the Act, the Articles, or this By-law be determined by a majority of the votes cast through a method to be determined by Council Resolution prior to the Meeting. In case of an equality of votes, the Chair of the Meeting in addition to an original vote shall have a second or casting vote.

Participation by Electronic Means at Members’ Meeting

If the Council chooses to make available a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during a Members’ Meeting, any person entitled to attend such a Meeting may participate in the Meeting by means of such telephonic, electronic or other communication facility in the manner provided by the Act. A person participating in a Meeting by such means is deemed to be present at the Meeting. Notwithstanding any other provision of this By-law, any person participating in a Members’ Meeting pursuant to this Section who is entitled to vote at that Meeting may vote in accordance with the Act and this By-Law by means of any telephonic, electronic or other communication facility that the Council has made available for that purpose.

Members’ Meeting held Entirely by Electronic Means

If the Council or Members of the Corporation call a Member’s Meeting pursuant to the Act or this By-law, the Council or Members can 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.

Annual Meetings

An Annual Meeting of the Members shall be held to elect Officers and Directors for the next Membership Year and to receive the Annual Financial Statements and any reports of the current Council.

Any person nominated for election as an Officer or Director must be a Member of the Corporation and eligible as stipulated in Section 126(1) of the Act.
All Councillors are voted or acclaimed to their office, executive or directorship positions by the Members attending the Annual Meeting.
Any Member attending the Annual Meeting may make a Proposal to nominate some other Member for consideration as a candidate for the election of Officers and Directors. Subject to the provisions in the Act, any Member’s Proposal to nominate a Member to Council must be supported by the nominee and not fewer than 2 other Members entitled to vote at the Meeting at which the vote is presented.

The Annual Meeting shall be held in the month of June.
In accordance with Section Nineteen (19) of this By-law, the Secretary shall cause Notice of the Annual Meeting and any Member’s Proposals, Ordinary Resolutions, Special Resolutions, Annual Financial Statements, Amendments to the Articles or Amendments to this By-Law that have been received and approved or proposed by the Council or any other information identified in this by-law or by Council policy to be sent the Members who are entitled to receive such Notice.
Should unforeseen circumstances prohibit the conduct of the Annual Meeting at the prescribed date and time Council will reschedule the meeting to a day and time as soon as reasonably possible and provide Notice to the Members of the new date and time in accordance with Section Nineteen (19).
The Members present at the Annual Meeting shall also consider and decide upon any Member’s Proposals, Ordinary Resolutions or Special Resolutions that were presented to the members in the Notice of the Annual Meeting.
The Members at the Annual Meeting may also consider and decide upon other proposals or Resolutions arising at the Meeting if all of the Members present and entitled to vote at such meeting unanimously agree to examine the proposal arising from the floor.
At the Annual Meeting, an Auditor shall be appointed if deemed desirable or necessary.

Special Meetings

A Special Meeting for the consideration of a single question may be called by the Chair of the Council at any time. The Secretary shall in accordance with Section Nineteen (19) of this By-law cause Notice of the Special Meeting and any Member’s Proposals, Ordinary Resolutions or Special Resolutions that have been received by the Chair to be sent to the Members who are entitled to receive such Notice.

Except with the unanimous consent of the members present at the Special Meeting, only the question for which the Special Meeting has been called may be dealt with at such a meeting.

Members Calling a Special Members’ Meeting

The Chair or Second Chair of the Council must call a Special Meeting when in receipt of either:

a written petition to consider a Member’s Proposal, Ordinary Resolution or Special Resolution that is signed by at least five (5) members of Council; or
a written petition to consider a Member’s Proposal, Ordinary Resolution or Special Resolution signed by at least five (5) percent of members of the Corporation who are eligible to vote.

When so petitioned, the Chair or Second Chair must call a Special Meeting within twenty-one (21) days of the receipt of the petition and the Secretary must cause Notice of the Meeting to be given to the Members pursuant to Section Nineteen (19) of this By-law.
Any Members who submitted a petition under Section Twenty-nine – One (29.1.b) of this By-law shall pay and bear any costs associated with the calling and conducting of the resulting Special Meeting including the cost of distributing any proposal, any statement(s) included in the Notice of the Special Meeting at which the proposal is to be presented and the cost of any additional meeting space unless otherwise provided by ordinary resolution of the members present at the resulting Special Meeting. The Corporation will make a reasonable effort to minimize the costs associated with the Special Meeting.

Council

The role of Council is to guide, direct and oversee the operation and functioning of The Executive.
Nine Members who are eligible to vote shall constitute the Council. Council shall consist of the following councillors:

Chair,
Secretary,
Treasurer,
Second Chair,
Membership Director,
Education Director,
Observing Director,
Communications Director,
Member’s Services Director.

Each individual who is currently on Council and in attendance at a Council Meeting is entitled to one (1) non-transferable vote on any questions that may arise at that Council meeting.
Any Member of the Corporation wishing to do so may attend and observe any Council meeting except portions of the meetings which Council deems to be in camera. Any Members in observance of a Council Meeting may be called upon to provide comment on a public topic but observing Members are not entitled to vote on any issues at the Council meeting.

Eligibility for Council

Any Member who is eligible to vote at a Members’ Meeting as specified in Section Fifteen (15) of this By-Law is eligible to be elected to Council. A maximum of two (2) Family Members from the same Family Membership who have reached the age of majority may serve on Council at the same time.

Term of Office

The Term of Office for Officers and Councillors shall be limited as follows:

An Officer or Director shall be elected to hold Council office for a term expiring not later than the close of the second Annual Meeting of Members following the election of said Officer or Director to Council.
At the first meeting of Council following the adoption of this By-law, the Council members shall decide amongst themselves which five (5) Council members will serve an initial one year term and which four (4) Council members will serve an initial two year term.
One year from the adoption of this By-law Section Thirty-two – Two (32.2) shall expire, after which and from then on, all terms of office shall be two years.
Should an Officer or Director position be vacated the Member replacing the vacating individual shall continue to hold the position until the normal end of the vacating individual’s term of office.

Calling of Meetings of Council

Meetings of the Council may be called by the Chair of the Council, by the Second Chair or by any four (4) Council members at any time.

Notice of a Meeting of Council

Notice of the time and place for the conducting of a Meeting of Council shall be given to every current Council Member at least 48 hours before the time and date upon which the meeting is to be held by one of the following methods:

by written, telephonic, electronic or other communication facility sent to all Council members at the Councillor’s recorded address for that purpose; or
by an electronic document in accordance with Part 17 of the Act.

Notice of a Meeting of Council shall not be necessary if all of the members of Council are present and none objects to the holding of the meeting, or if those members of Council who are absent have previously waived Notice of or have otherwise signified their consent in writing to the holding of such meeting.

Notice of the resumption of an adjourned Meeting of Council is not required if the time and place of the resumption of the adjourned meeting was decided upon and announced at the original meeting.

No Notice of a Meeting of Council need specify the purpose or the business to be transacted at the meeting except that a Notice of a Meeting of Council 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.

Regular Meetings of Council

The Council may from time to time by Council Resolution appoint a day or days in any month or months for regular Meetings of Council at a place and hour to be identified in the enabling Council Resolution. A copy of any Council Resolution fixing the place and time of such regular meetings of the Council shall be sent to each Officer and Director forthwith after being passed. The time and place of the regular Meeting of Council shall be made known to the Members of the Corporation on a regular basis. 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.

Voting at Meetings of Council

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

In Camera Discussions

Either prior to or during a Council Meeting any Councillor may, at any time, request that a defined portion of a Council Meeting be held in camera.

Upon receipt of such a request, the chair of the meeting will conduct a vote to determine Council’s agreement to or rejection of the request to proceed in camera.

If the request is agreed to, any Members present who are not Officers or Directors must be excluded from the Meeting until such time as the defined discussion is completed at which time the excluded Members may rejoin the Meeting.
The Minutes of the Meeting of Council must reflect the fact that a portion of the meeting was held in camera as well as any council resolutions passed at that time.
Specific details of the in camera portion of the meeting must be explicitly excluded from the regular meeting minutes.
The Secretary must maintain a supplemental and confidential meeting record that reflects the content and nature of the in camera discussion.

Council Members will refrain from divulging or discussing any specific information from any in camera discussion to any Members who are not on the Council at the time of the in camera session or with anyone after the Councillor ceases to be a Council Member.

Quorum at Meetings of Council

A quorum at any Meeting of Council is six (6) Council Members. If a quorum is present at the opening of a Meeting of Council, the Members present may proceed with the business of the Meeting even if a quorum is not present throughout the Meeting.

Council Teams

Council may from time to time appoint any Team, Committee or other advisory body, as Council deems necessary or appropriate for such purposes and, subject to the Act, with such powers and responsibilities and authority as the Council shall see fit.

Any such Council Team, Committee or other advisory body may formulate its own rules of procedure, subject to the Act, the Articles, the By-laws, any Resolutions, Policy or other directions as the Council may make from time to time.

Any Member sitting on a Council Team, Committee or other advisory body may be removed from said Council Team, Committee or other advisory body at any time by Council Resolution.

There are four (4) permanent Council Teams each of which have an elected Director and which may only be dissolved by an amendment to these By-laws. The permanent Council Teams are:

the Education Team,
the Observing Team,
the Member Services Team, and
the Communications Team.

Council Team Directors

Each permanent Council Team has an associated Council Member with the following designations and responsibilities:

Education Team Director

The Education Team Director shall represent and act as Council liaison to internal and external education related Teams, Committees, groups and individuals.
The Education Team Director shall support other Council Team Directors and the Executive as appropriate and as needed.
The Education Team Director shall oversee and coordinate the Corporation’s education related activities for both Members of the Corporation and the public.
The Education Team Director shall have such other powers and duties as the Council may specify.

Observing Team Director

The Observing Team Director shall represent and act as Council liaison to internal and external observing related Teams, Committees, groups and individuals.
The Observing Team Director shall support other Council Team Directors and the Executive as appropriate and as needed.
The Observing Team Director shall oversee and coordinate the Corporation’s observing related activities for both Members of the Corporation and the public.
The Observing Team Director shall have such other powers and duties as the Council may specify.

Member Services Team Director

The Membership Services Team Director shall represent and act as Council liaison to internal and external Membership Services related Teams, Committees, groups and individuals.
The Membership Services Team Director shall support other Council Team Directors and the Executive as appropriate and as needed.
The Membership Services Team Director shall oversee and coordinate the Corporation’s Membership Services related activities for both Members of the Corporation and the public.
The Membership Services Team Director shall have such other powers and duties as the Council may specify.

Communications Team Director

The Communications Team Director shall represent and act as Council liaison to internal and external Communications related Teams, Committees, groups and individuals.
The Communications Team Director shall support other Council Team Directors and the Executive as appropriate and as needed.
The Communications Team Director shall oversee and coordinate the Corporation’s Communications related activities for both Members of the Corporation and the public.
The Communications Team Director shall have such other powers and duties as the Council may specify.

The Executive

The Executive consists of the Officers of the Corporation, the Second Chair and the Membership Director.
The role of the Executive is to carry out the decisions of Council and conduct the regular business of the Corporation in a manner consistent with the Act, the Articles, the By-Laws, any Resolutions, and Policy.
The Executive has a duty to regularly report its activities to Council at a Meeting of Council and to the Membership at the Annual Meeting.
Meetings of the Executive may be held on as-needed basis without Notice or minutes provided at least 3 members of The Executive are present and consent to proceed has been solicited and received from all those members of the Executive not present.

Executive Directors

Unless otherwise specified by the Council Resolution which may, subject to the Act, modify, restrict or supplement such duties and powers, the Executive Directors of the Corporation shall have the following duties and powers associated with their positions:

Second Chair:

The Second Chair is a Director of the Corporation title notwithstanding.
If the Chair is absent or is unable or refuses to act, the Second Chair shall, when present, preside at all meetings of the Council and Members’ meetings and shall assume all of the duties of the Chair.
The Second Chair shall assist the Chair in carrying out the Chair’s duties and act as the Chair’s representative when it is mutually acceptable.
The Second chair shall have such other duties and powers as the Council may specify by Council Resolution.

Membership Director:

The Membership Director maintains a current and up-to-date record of the contact and biographical information of any past and present Members of the Corporation.
The Membership Director shall monitor and record the good standing status of Members, coordinate with the Treasurer as necessary, communicate with Members as pertinent, report summary Membership information at all Council meetings and provide a Membership level status report to the Members at the Annual Meeting.
The Membership Director shall have such other powers and duties as the Council may specify by Council Resolution.

Officers of the Corporation:

The Officers of the Corporation are authorized to cause to be represented or to represent the Corporation to external entities and government agencies and to carry out other duties as specified in Section Forty-three (43) of this By-law.

Duties of the Officers of the Corporation

Unless otherwise specified by the Council, which may, subject to the Act, modify, restrict or supplement such duties and powers, the Offices of the Corporation shall have the following duties and powers associated with their positions:

Chair:

The Chair shall, when present, preside at all Meetings of Council and all Members’ Meetings.
The Chair shall act as a Signing Officer for the Corporation.
The Chair shall be the chief executive officer of the Corporation and is authorized to represent the Corporation to any external entities.
The Chair shall be responsible for conducting, or for causing to be conducted, the business of the Corporation and for implementing the plans and policies of the Corporation.
The Chair shall, subject to the authority of the Council, be responsible for the general supervision of the affairs of the Corporation.
The Chair shall provide a summary report of the Corporation’s activities to the Members at the Annual Meeting.
The Chair shall have such other duties and powers as the Council may specify by Council Resolution.

Secretary

The Secretary is responsible for the recording and the safe keeping of the records of the Corporation from all Members’ Meetings and Council Meetings.
The Secretary shall ensure that all record keeping is in compliance with the Act, any Regulations, By-Laws, Resolutions, and Policies of the Corporation.
The Secretary shall act as a Signing Officer for the Corporation.
The Secretary shall enter or cause to be entered in the Corporation’s Minute Book, the minutes of all proceedings of all Members’ Meetings and Council Meetings.
The Secretary shall give, or cause to be given, as and when instructed or required to do so any Notices to Members, Directors, and Council Team Members.
The Secretary shall administer and record or cause to be administered and recorded all voting on questions and elections at Members’ Meetings.
The Secretary shall be the custodian of all paper and electronic records, documents, other legal and financial instruments, and online accounts credentials belonging to the Corporation.
The Secretary is authorized to represent the Corporation to the Government of Canada and shall cause any filings under the Act to be completed in a timely fashion and in accordance with the Act.
The Secretary shall cause the minutes of the most recent past Annual Meeting to be included in the Notice of the next Annual Meeting and prepare a list of Members who are eligible to vote at the next Annual Meeting.
The Secretary shall have such other powers and duties as the Council may specify by Council Resolution.

Treasurer

The Treasurer is responsible for overseeing the financial accounting and reconciling the Corporation’s bank accounts with the financial records.
The Treasurer shall act as a Signing Officer on any bank accounts and ensure the other Signing Officers are authorized as necessary on any bank accounts.
The Treasurer shall maintain accurate financial records, prepare year-end financial statements to be submitted at the Annual Meeting, submit a copy of the year end statement to the Council at a Council meeting that precedes the Annual Meeting, reporting a summary of monthly income and expenditures to each Council meeting, annually prepare monthly cash flow budget for the upcoming year for approval by Council and monitor and report to Council any variances between the actual and forecast monthly cash flows.
The Treasurer is authorized to represent the Corporation to the Canada Revenue Agency and shall cause any filings required by the Canada Revenue Agency to be filed in a timely fashion and in accordance with any relevant legislation and regulations.
The Treasurer is authorized, within limits set by Council, to represent the Corporation to external suppliers and service providers and transact any business in a manner that is consistent with the regular business of the Corporation.
The Treasurer shall have such other powers and duties as the Council may specify by Council Resolution.

Director and Officer – Vacancies and Removal

An Officer or Director shall hold office until the earlier of:

the end of the Officer or Director’s term of Office pursuant to Section Thirty-two (32) of this By-law and a successor being elected or acclaimed at the next Annual Meeting;
the Officer’s or Director’s resignation;
the Officer or Director ceasing to be qualified as a director of the Corporation;
the Officer or Director ceasing to be a Member of the Corporation;
the Officer’s or Director’s death; or
By Special Resolution of Council at a duly constituted Council Meeting whether for cause or without cause.

If the office of any Officer or Director of the Corporation shall be or become vacant prior to the next Annual Meeting, the Council may at a duly constituted Council Meeting by Council Resolution, appoint an eligible Member to fill such vacancy.

In the event that it is not possible to conduct a duly constituted Council Meeting any Officer and Director vacancies may be filled by appointment of an eligible Member subject to the unanimous consent of all remaining Council Members.

Method of Giving Notice

Any Notice, which term includes any communication or document other than Notice of a Member’s Meeting or a Council Meeting, to be given pursuant to the Act, the Articles, this By-law, any Resolution, Policy or otherwise, to a Member, Director, Officer or Member of a Committee of the Council, Member of a Council Team or to the Public Accountant shall be sufficiently given if:

delivered personally by a Councillor to the person to whom it is to be given or if delivered to such person’s address as shown in the records of the Corporation or in the case of Notice to a Director to the latest address as shown in the last notice that was sent by the Corporation in accordance with section 128 (Notice of directors) or 134 (Notice of change of directors) of the Act;
mailed to such person at such person’s recorded address by prepaid ordinary or air mail;
sent to such person by telephonic, electronic or other communication facility at such person’s recorded address for that purpose; or
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.

A 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.

The Secretary or Membership Director may change or cause to be changed the recorded address of any Member, Director, Officer, Public Accountant, Member of a Committee of Council or Member of a Council Team in accordance with any information honestly believed by the Secretary or Membership Director to be current and reliable.

Omissions and Errors

The accidental omission to give any Notice to any Member, Director, Officer, Member of a Committee of the Council, Member of a Council Team or Public Accountant, or the non-receipt of any Notice by any such person where the Corporation has provided Notice in accordance with the By-laws or any error in any Notice not affecting its substance shall not invalidate any action taken at any Meeting to which the Notice pertained or otherwise founded on such Notice.

Invalidity of Any Provisions of this By-law

The invalidity or unenforceability of any provision of these By-laws shall not affect the validity or enforceability of the remaining provisions.

Mediation and Arbitration

Disputes or controversies among Members, Directors, Officers, Committee Members, or other volunteers of the Corporation are as much as possible to be resolved in accordance with mediation and/or arbitration as provided in Section Forty-nine (49) on dispute resolution mechanism of this By-law.

Dispute Resolution Mechanism

In the event that a dispute or controversy among Members, Directors, Officers, Committee Members, or other volunteers of the Corporation arising out of or related to the Certificate of Formation, the Articles, the By-Laws, any Resolutions, any Policy or out of any aspect of the operations of the Corporation is not resolved in private meetings between the parties, then without prejudice to or in any other way derogating from the rights of the Members, Directors, Officers, Committee Members, or other volunteers of the Corporation as set out in the Certificate of Formation, the Articles, the By-Laws or the Act, and as an alternative to such person instituting a lawsuit or legal action, such dispute or controversy shall be settled by a process of dispute resolution as follows:

The dispute or controversy shall first be submitted to a panel of mediators where the one party appoints one mediator, the other party (or if applicable the Council) appoints one mediator, and the two mediators so appointed, jointly appoint a third mediator. The three mediators will then meet with the parties in question in an attempt to mediate a resolution between the parties.
The number of mediators may be reduced from three to one or two upon agreement of the parties.
If the parties are not successful in resolving the dispute through mediation, then the parties agree that the dispute shall be settled by arbitration before a single arbitrator, who shall not be any one of the mediators referred to above, in accordance with the provincial or territorial legislation governing domestic arbitrations in force in the province or territory where the registered office of the Corporation is situated or as otherwise agreed upon by the parties to the dispute. The parties agree that all proceedings relating to arbitration shall be kept confidential and there shall be no disclosure of any kind. The decision of the arbitrator shall be final and binding and shall not be subject to appeal on a question of fact, law or mixed fact and law.
All costs of the mediators appointed in accordance with this provision shall be borne equally by the parties to the dispute or the controversy. All costs of the arbitrators appointed in accordance with this provision shall be borne by such parties as may be determined by the arbitrators.

By-law Amendments

Subject to the Articles, the Council may temporarily, by Council Resolution, make, amend or repeal any section of this or any other By-law that regulates the activities or affairs of the Corporation. Any such By-law creation, amendment or repeal shall be effective from the date of the Council Resolution until the next duly constituted Members’ Meeting where the change to the By-law must be presented to the Membership who may confirm, reject or amend said By-law alteration by Ordinary Resolution. If said By-law creation, amendment or repeal is confirmed or confirmed as amended by an Ordinary Resolution it remains effective in the form in which it was confirmed at the Member’s Meeting. Any By-law creation, amendment or repeal enacted by Council Resolution ceases to have effect immediately if it is not submitted to the Members at the next Member’s Meeting or if it is rejected by the Members at that meeting.

This Section Fifty (50) does not apply to any By-law that requires a Special Resolution of the Members according to subsection 197(1) (fundamental change) of the Act because such by-law amendments or repeals are only effective when confirmed by members through a Special Resolution.

Voluntary Dissolution

In the event of a voluntary dissolution of the Corporation, any residual assets that remain after the payment of all debts and other obligations will be donated to a registered Canadian educational charity as identified by a majority vote of the Members at the time of dissolution.

Effective Date

This By-law is effective upon the issuance of a Certificate of Incorporation of the Corporation by the federal Government under the Canada Not-for-Profit Corporations Act and approval of the By-law by Special Resolution of the Members.

ENACTED by the Directors of the Corporation this 8th September 2025.


Sue MacLachlan Chair		[Name and Office of Director]

Marcus Freeman Treasurer		[Name and Office of Director]

Kevin Salwach Secretary		[Name and Office of Director]

Paul Gross Member		[Name and Office of Director]

Date Late Modified: 2025-09-08