A by-law relating generally to the transaction of the business and affairs of

ACCTI

(hereinafter referred to as the "Corporation")

SECTION ONE
DEFINITIONS AND INTERPRETATION

1.01     Definitions. In this By-law No. 1 and in all other By-Laws and resolutions of the Corporation, unless the context otherwise specifies or requires, the following terms shall have the following meanings:

SECTION TWO
BUSINESS OF THE CORPORATION

2.01     Corporate Seal. The corporate seal of the Corporation shall be such as the Board may by resolution from time to time adopt, and shall be entrusted to the Secretary of the Corporation for its use and safekeeping.

2.02     Head Office. Until changed in accordance with the Act, the head office of the Corporation shall be in the Greater Toronto Area, in the Province of Ontario and at such location therein as the Board may from time to time determine.

2.03     Books and Records. The Board shall see that all necessary books and records of the Corporation required by the By-laws or by any applicable statute or law are regularly and properly kept.

2.04     Financial Year. Unless otherwise ordered by the Board, the financial year end of the Corporation shall be June 30.

SECTION THREE
BOARD OF DIRECTORS

3.01     Composition of Board. The Board shall consist of not less than three (3) nor more than nine (9) Directors, the specific number to be set by resolution of the Board. The minimum and maximum number of Directors may be changed from time to time by amendment to these By-laws, provided that no decrease in the number shall have the effect of shortening the term of any incumbent Director.

3.02     Ex-Officio Director. One (1) lifetime, non-voting, ex-officio Director may be appointed by the Board, upon the unanimous consent of the Directors.

3.03     Qualification. All Directors must be individuals, at least 18 years of age, who are Canadian citizens ordinarily resident in Canada, or permanent residents as defined in the Immigration Act (Canada) (or any statute that may be substituted therefor, as amended from time to time) ordinarily resident in Canada, with power under law to contract. For the purposes of this paragraph, “ordinarily resident in Canada” means an individual who resides in Canada for more than 183 days in the twelve (12) month period preceding the Director’s election or appointment. Directors shall, prior to the time of their election and throughout the term of their office, be employed by an ACCTI Member.

3.04     First Directors. The applicants for incorporation shall be the first Directors of the Corporation whose term of office on the Board shall continue until their successors are elected or appointed.

3.05     Directors Election Day. Directors shall be elected by the ACCTI Members at an annual general meeting of Members.

3.06     Nomination Committee. A broadly representative Nomination Committee shall be appointed annually by the Board. Any Nomination Committee member may be removed by the Board in its discretion. The Nomination Committee shall prepare a list of candidates for election to the Board by the Members in accordance with Section 3.09, and shall perform such other duties as the Board may determine. After approval by the Board, notice of the list of candidates prepared by the Nomination Committee will be provided to Members at least thirty (30) days before the annual general meeting of Members. Posting of the list of candidates on the Corporation’s website shall constitute sufficient notice to Members for this purpose.

3.07     Nominations by Members. After the list of candidates prepared by the Nomination Committee is provided to Members under paragraph 3.06, a Member (a “Nominating Member”) may add an individual (the “Proposed Nominee”) to the Director nominations proposed by the Nomination Committee provided that the nomination is supported by at least one (1) other Member. The period for nominations by Members and the nominations process by members will close on the 24th day prior to the annual general meeting of Members (the “Close of Nominations”).

3.08     Final List of Candidates. Notice of the final list of candidates for Directors shall be provided to the Members at least twenty-one (21) days prior to the annual general meeting of Members.

3.09     Election of Directors. Each ACCTI Member shall be entitled to one (1) vote for each Director seat to be filled. The tallying of votes will be carried out in cooperation with the Corporation’s auditors and Directors will be declared elected on the basis of having received a plurality of votes. Specifically, all candidates will be ranked by the absolute number of votes received (e.g. candidate A = 100 votes (first place), candidate B = 50 votes (second place)). Director positions will then be filled starting with the top of the order (e.g. for nine (9) directors, the top nine (9) ranked candidates would be declared elected regardless of the number of candidates nominated). Ties for the last Director seat to be filled will be settled by a run-off election between the two (2) nominees tied for such seat, which run-off election may take place during the seven (7) day period following a date determined by the Board for such run-off election on at least fourteen (14) days’ notice to Members. During such twenty-one (21) day period, such Director seat shall be considered vacant and shall be filled, effective upon the conclusion of such twenty-one (21) day period, with the candidate receiving the most votes during the run-off election. Within a reasonable period of time following the tabulation of the results of the election of Directors, the Corporation shall notify the Members of the Directors elected. Posting of the results of the election of Directors on the Corporation’s website shall constitute sufficient notice to Members for this purpose.

3.10     Term of Office. The Directors shall be elected and retire in rotation. The initial determination of which Directors will be elected for which term shall be decided based on the number of votes received. Of the Directors elected during the first election of Directors, the five (5) Directors receiving the least votes shall be elected for a one (1) year term, and the four (4) Directors receiving the most votes shall be elected for a two (2) year term. If there shall be a tie with respect to which Director shall be elected for which term, such tie will be settled by run-off election to take place during the seven (7) day period following a date determined by the Board for such run-off election on at least fourteen (14) days’ notice to Members. Thereafter, each year, Directors shall be elected to fill the positions of those Directors whose term of office has expired and each Director so elected shall hold office for a term of two (2) years. Upon the expiry of the term of office of any Director, the Director may be eligible, if qualified, for re-election. However, no person shall hold office as a Director for more than two (2) consecutive terms or until a replacement is found.

3.11     Conflict of Interest. No two (2) Directors may have the same employer directly or indirectly through common corporate ownership or otherwise or be financially associated, for example, by similar sources of material employment income or material consulting income. The decisions of the Board from time to time on these matters shall be final and binding. Each Director must on an ongoing basis make disclosure to the Corporation if any change should occur in his employment or financial association that would cause the Director to have the same employer or be financially associated with another Director of the Corporation as described herein.

3.12     Vacation of Office. The office of a Director shall be automatically vacated:

provided that if any vacancy shall occur for any reason set out in this paragraph, the Board by majority vote, if a quorum remains in office, may, by appointment, fill the vacancy with the next qualified candidate who received a plurality of votes in the last election (but who was not elected). If there are no more such candidates, then the Board may appoint a qualified Member of the Corporation to fill the vacancy left by a Director. Any Director appointed to fill a vacancy shall hold office for the unexpired term of the Director's predecessor. Where there is a vacancy on the Board, whether under this paragraph 3.12 or otherwise, the remaining Directors may exercise the powers of the Board as long as a quorum remains in office.

3.13     Removal upon Conflict of Interest. If two (2) or more Directors are in a conflict of interest (a “Conflict of Interest”) in accordance with paragraph 3.11, then such Directors shall first be given the opportunity to decide amongst themselves which of such Directors will resign. If one of such Directors does not resign: (i) within ten (10) days of the date that disclosure of the Conflict of Interest is made to the Corporation in accordance with paragraph 3.11; or (ii) within the period before the next Board meeting following the date that disclosure is made, whichever period is shorter, then the Board shall, and shall have the authority to, remove the following Director(s) (and the Directors in a Conflict of Interest shall not vote on the matter):

If the Director(s) to be removed cannot be determined under the paragraphs 3.13(i) to (iii) above, the Board shall call a meeting of Members at which the Members shall elect from the Directors in a Conflict of Interest the Director to remain in office and remove the other Director(s) by resolution approved by a majority of the Members present in person (by any means permitted by the By-laws) or by proxy at a meeting of Members for which notice specifying the intention to pass such resolution was given.

3.14     Meetings of the Board. Meetings of the Board may be held at any time and place, within Canada, provided that written notice of such meeting shall be given in the manner specified by Section 18 to each Director not less than forty-eight (48) hours (and not less than fourteen (14) days if sent by mail) before the date of the meeting. A meeting of Directors may be called by the President, or by a majority of the Board at any time. There shall be at least one (1) meeting per year of the Board. No error or omission in giving notice of any meeting of the Board or any adjourned meeting of the Board shall invalidate such meeting or make void any proceedings taken thereat, and any Director may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. Each Director is authorized to exercise one (1) vote on any vote taken at any meeting of the Board. Meetings conducted in whole or in part by telephonic or electronic means shall be deemed to be held at the Corporation’s head office or the location of the meeting at which Directors attending in person are present, respectively.

3.15     Quorum. A majority of the number of Directors in office shall constitute a quorum at any meeting of the Board. Where proper notice of a Board meeting has been given and a quorum of Directors is not present at the appointed time in person (by any means permitted by the By-laws,) the Directors present at such meeting shall adjourn the meeting for a period of no less than seven (7) business days. At the adjourned meeting, the quorum shall be those Directors present in person (by any means permitted by the By-laws,) provided that proper notice of the adjourned meeting has been sent to all Directors in accordance with this section.

3.16     Electronic Meetings. If a majority of the Directors consent thereto generally or in respect of a particular meeting, a Director may participate in a meeting of the Board or of a committee of the Board by telephonic or electronic means which permits all persons participating in the meeting to communicate adequately with each other and to which all Directors have equal access. A Director participating in a meeting by such means is deemed to be present at the meeting and, in accordance with paragraph 3.15, a majority of Directors participating in such a meeting shall constitute a quorum. The Directors shall be required to provide to the Secretary of the Corporation a phone number and e?mail address that are personal to such Directors and shall use their best efforts to ensure that such communication facilities are kept secure and available only to such Director. Further, if a majority of the Directors consent thereto, votes on any issue may be conducted electronically under the direction of the Secretary of the Corporation in such a manner as to permit the Directors to communicate adequately with each other and to which all Directors have equal access. Each Director shall be issued an identifier code by the Secretary of the Corporation and shall receive the same information and motions electronically as the other Directors participating in the meeting. Voting at such meeting shall be by poll of the participants signifying verbally or by telephonic or electronic means of communication their assent or dissent on the matter before the Board for approval. If a majority of the Directors object to the specific telephonic or electronic means of communication to be used for voting on a specific matter or if the telephonic or electronic means of communication is not reasonably secure, as determined by the chair of the meeting, then the telephonic or electronic meeting process shall not be followed.

3.17     Votes to Govern. Every question arising at any meeting of the Board shall be decided by a majority of votes cast on the question. In the event of an equality of votes, the chair of the meeting has a second or casting vote.

3.18     Remuneration and Expenses. The Directors shall serve as such without remuneration and no Director shall directly or indirectly receive any profit from such Director’s position as such; provided that a Director may be paid reasonable expenses incurred by such Director in the performance of such Director’s duties, including reasonable costs and expenses incurred by a Director in attending at meetings of the Board. Nothing herein contained shall be construed to preclude any Director from serving the Corporation as an Officer or in any other capacity and receiving compensation therefor.

3.19     Employees, etc. The Board may, on behalf of the Corporation appoint such agents, attorneys, consultants and professional advisors and engage such employees as it shall deem necessary from time to time and such persons shall have such authority and shall perform such duties as shall be prescribed by the Board. The Board may delegate this function to an Officer or Officers or a committee of the Board.

3.20     Remuneration of Officers, etc. A reasonable remuneration for all Officers, agents, consultants, professional advisors and employees and committee members shall be fixed by the Board and the Board may delegate this function to an Officer or Officers or a committee of the Board.

SECTION FOUR
POWERS AND RESPONSIBILITIES OF THE BOARD

4.01     Action by the Board. The Board shall manage the business and affairs of the Corporation and may exercise all such powers and do all such other acts and things as the Corporation is by its letters patent, the By-laws or otherwise authorized to exercise and do. The Board shall administer the affairs of the Corporation in all things and may make or cause to be made for the Corporation, in its name, any kind of contract which the Corporation may lawfully enter into.

4.02     Expenditures. The Board shall have power to authorize expenditures on behalf of the Corporation from time to time and may delegate the foregoing matters to an Officer or Officers or a committee of the Board. The Board shall have the power to enter into, on behalf of the Corporation, a trust arrangement with a trust company for the purpose of creating a trust fund in which the capital and interest may be made available for the benefit of promoting the interest of the Corporation in accordance with such terms as the Board may prescribe. The banking business of the Corporation, including, without limitation, the borrowing of money and giving of security therefor, shall be transacted with such banks, trust companies or other bodies corporate or organizations as may from time to time be designated by or under the authority of the Board.

4.03     Fundraising. The Board shall take such steps as it may deem requisite to enable the Corporation to acquire, accept, solicit or receive legacies, gifts, grants, settlements, bequests, endowments and donations of any kind whatsoever for the purpose of furthering the objects of the Corporation.

4.04     Borrowing. The Directors of the Corporation may, from time to time, on behalf of the Corporation:

The Board may from time to time delegate any or all of the foregoing powers to such Officers or Directors of the Corporation to such extent and in such manner as the Board may from time to time determine. Nothing herein contained shall limit or restrict the borrowing of money by the Corporation on bills of exchange or promissory notes made, drawn, accepted or endorsed by or on behalf of the Corporation.

SECTION FIVE
RULES AND REGULATIONS

5.01     Rules and Regulations. The Board may prescribe such rules and regulations, including, without limitation, election rules, not inconsistent with the By-laws, relating to the management and operation of the Corporation as the Board deems expedient.

SECTION SIX
COMMITTEES

6.01     Committees of the Board. In addition to the Nomination Committee and the Membership Committee, the Board may from time to time appoint one or more other committees and delegate to such committees any of the powers of the Board, subject to the terms of reference imposed from time to time by the Board. The members of any such committee will hold their offices at the will of the Board. The duties and terms of reference of such committees shall be determined by the Board. Each committee of the Board shall include at least one (1) Director.

6.02     Advisory Committees. The Board may from time to time appoint and create advisory committees of Members and non-Members and Directors and non-Directors that will report to the Board. The Board may also appoint non-public or anonymous committees to report to it. The duties and terms of reference of such committees shall be determined by the Board.

6.03     Membership Committee. The Membership Committee shall be a permanent standing committee of the Board. The Membership Committee shall set policy for and manage all membership recruitment programs.

6.04     Procedure. Notice of the time and place of each committee meeting shall be given in accordance with Section 18 to each committee member not less than forty-eight (48) hours (and not less than fourteen (14) days if sent by mail) before the date of the meeting. Committee members shall serve as such without remuneration, except as otherwise provided in the By-laws, but shall be entitled to be reimbursed for travelling or other expenses properly incurred by them in attending meetings of the committee. The powers of a committee of the Board may be exercised by a meeting at which quorum is present. Meetings of committees may be held at any place in or outside Canada and may be held in accordance with paragraph 3.16. Unless otherwise determined by the Board, quorum for committee meetings shall be a majority of its members.

SECTION SEVEN
MINUTES OF MEETINGS OF THE BOARD

7.01     Minutes of Meetings of the Board. Notwithstanding Section 2.03, matters that the Corporation is prohibited by law or contract from disclosing or such other matters that the Board determines, in good faith, are not appropriate for public distribution, which may include, without limitation, personnel or employment matters and legal matters, shall not be disclosed or distributed.

SECTION EIGHT
OFFICERS

8.01     Officers. The Officers of the Corporation shall consist of a President, a Vice-President, a Secretary and a Treasurer and such other Officers, performing such duties, as the Board may determine. The President and Vice-President must be Directors of the Corporation. One person may not hold more than one office for longer than six (6) months, or until a successor is appointed. The Board may, subject to the Act, delegate to such Officers powers to manage the business and affairs of the Corporation.

8.02     Appointment. Officers shall be appointed or re-appointed from time to time by resolution of the Board.

8.03     Term of Office. The President, Vice-President, Secretary and Treasurer shall hold office for a period of two (2) years or until the next Board meeting after the expiry of such two (2) year period, whichever is later, or until their earlier resignation or removal. Other Officers of the Corporation shall hold office from the date of appointment until their successors are appointed or their earlier resignation or removal. Officers shall be subject to removal at any time by resolution of the Board, and may resign by delivering a written resignation to the Board.

SECTION NINE
DUTIES OF OFFICERS

9.01     President. The President shall be a Director of the Corporation and shall chair all meetings of the Corporation and of the Board. The President shall be the chief executive officer of the Corporation and shall be responsible for the general and active management of the affairs of the Corporation and shall have such other powers and duties as the Board may specify. The President shall see that all orders and resolutions of the Board are carried into effect. During the absence or disability of the President, his duties shall be performed and his powers exercised by the Vice-President.

9.02     Vice-President. The Vice-President shall be a Director of the Corporation and shall, in the absence or disability of the President or the Treasurer, perform the duties and exercise the powers of the President or Treasurer, and shall have such other powers and duties as the Board may specify.

9.03     Treasurer. The Treasurer shall be responsible for the custody of funds and securities of the Corporation and shall keep full and accurate accounts of all assets, liabilities, receipts and disbursements of the Corporation in the books belonging to the Corporation and shall deposit all monies, securities and other valuable effects in the name and to the credit of the Corporation in such chartered bank or trust company or, in the case of securities, in such registered dealer in securities as may be designated by the Board from time to time. The Treasurer shall disburse the funds of the Corporation as may be directed by proper authority taking proper vouchers for such disbursements, and shall render to the President and Directors at the regular meeting of the Board, or whenever the Board may require it, an accounting of all the transactions and a statement of the financial position of the Corporation. The Treasurer shall, in the absence or disability of the Vice-President, perform the duties and exercise the powers of the Vice-President and shall have such other powers and duties as the Board may specify.

9.04     Secretary. Unless otherwise determined by the Board, the Secretary shall attend all meetings and act as clerk thereof and record all votes and minutes of all proceedings in the books to be kept for that purpose. The Secretary shall give or cause to be given notice, as instructed by the Board or the President, of all meetings of the Members and of the Board, and shall perform such other duties as may be prescribed by the Board or President, under whose supervision the Secretary shall be. The Secretary shall be custodian of the corporate seal of the Corporation, which the Secretary shall deliver only when authorized by a resolution of the Board to do so and to such person or persons as may be named in the resolution. On the day the resignation of the Secretary becomes effective, the Secretary shall deliver to the President of the Corporation the corporate seal of the Corporation and all records belonging to the Corporation in the Secretary’s possession.

9.05     Other Officers. The duties of all other Officers of the Corporation shall be such as the terms of their engagement call for or as the Board requires of them.

SECTION TEN
EXECUTION OF DOCUMENTS

10.01     Execution of Documents. Contracts, documents or any other instruments requiring the signature of the Corporation shall be signed by any two (2) of the President, Vice-President, Secretary, or Treasurer and all contracts, documents and instruments in writing so signed shall be binding upon the Corporation without any further authorization or formality. The Board shall have power from time to time by resolution to appoint an Officer or Officers on behalf of the Corporation to sign specific contracts, documents and instruments. The Board may authorize the Corporation to grant a power of attorney to any registered dealer in securities for the purposes of the transferring of and dealing with any stocks, bonds and other securities of the Corporation. The seal of the Corporation, when required, may be affixed to contracts, documents and instruments in writing signed as aforesaid or by any Officer or Officers appointed by resolution of the Board.

SECTION ELEVEN
INDEMNIFICATION OF DIRECTORS, OFFICERS AND OTHERS

11.01     Limitation of Liability. Every Director and Officer, in exercising the powers and discharging the duties of a Director or Officer, shall act honestly and in good faith with a view to the best interests of the Corporation and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Subject to the foregoing, no Director or Officer shall be liable for the acts, receipts, negligence or defaults of any other Director, Officer or employee, or for joining in any receipt or other act for conformity, or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired for or on behalf of the Corporation, or for the insufficiency or deficiency of any security in or upon which any of the moneys of the Corporation shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious acts of any person with whom any of the moneys, securities or effects of the Corporation shall be deposited, or for any loss occasioned by any error of judgment or oversight on the part of the Director or Officer, or for any other loss, damage or misfortune which shall happen in the execution of the duties of such office or in relation thereto; provided that nothing herein shall relieve any Director or Officer from the duty to act in accordance with the Act and the regulations thereunder or from liability for any breach thereof.

11.02     Indemnity. Subject to the Act, every Director or Officer (or former Director or Officer) of the Corporation or other person who acts or has acted at the Corporation’s request as a director or officer of a corporation of which the Corporation is or was a shareholder or creditor, and his heirs, executors, administrators and legal representatives, and estate and effects, respectively, shall from time to time and at all times be indemnified and saved harmless out of the funds of the Corporation from and against:

11.03     Insurance. Subject to the Act, the Corporation may purchase and maintain such insurance for the benefit of any person entitled to be indemnified by the Corporation pursuant to the immediately preceding section as the Board may from time to time determine.

SECTION TWELVE
CONDITIONS OF MEMBERSHIP

12.01     Qualification. The Members of the Corporation shall be those persons who are from time to time enrolled as Members of the Corporation at its head office. There shall be maintained at the head office of the Corporation, a list of Members in good standing enrolled at such office. Save as otherwise expressly herein provided, the fee for membership in the Corporation, for each class of membership (as hereinafter provided for), shall be such sum per annum as may be fixed from time to time by the Board. Memberships are not transferable except in the event that all of the issued and outstanding shares of a corporate Member are sold, and the purchaser is not already a Member of the Corporation.

12.02     Classes of membership. There shall be two classes of membership in the Corporation, namely:

12.03     Interested Members. Interested Members shall be those persons who have an interest in the business of translation and/or interpretation, have filed an application for such membership with the Corporation, have paid the then current membership fee, and have been appointed as an Interested Member by the Board.

12.04     ACCTI Members. ACCTI Members shall be those corporations that:

12.05     Resignation. Any Member of the Corporation may resign as a Member of the Corporation by letter addressed to the Secretary of the Corporation at the head office of the Corporation, which resignation must be confirmed by telephone with the Member’s primary contact that is recorded on the list of Members.

12.06     Termination of Membership. The membership of any Member shall be automatically terminated if such Member fails to pay any fee within sixty (60) days after it is due. Such termination of membership shall not prejudice the Member’s right to apply for re-admission. The Board may, by a resolution passed by a two-thirds (2/3) majority vote, terminate any membership, provided, however, that the membership of any Director of the Corporation shall not be terminated unless such Director has first been removed as a Director of the Corporation pursuant to Section 3.12 of this By-law.

SECTION THIRTEEN
MINUTES OF MEETINGS OF THE BOARD

13.01     Location. The annual or any other general or special meeting of the Members shall be held at the head office of the Corporation, or at any other place in Canada, and at such time, as the Board may determine. The annual meeting must be held no later than thirty (30) days after the end of the Corporation’s fiscal year end. Meetings conducted in whole or part by telephonic or electronic means shall be deemed to be held at the Corporation’s head office or the location of the meeting at which Members attending in person are present, respectively.

13.02     Right to Vote. Each Member shall be entitled to receive notice of, and to attend or participate in every meeting of the Members. However, only ACCTI Members (ie. not Interested Members) shall have the right to vote at meetings of Members.

13.03     Business to be Transacted. At every annual general meeting of Members, in addition to any other business that may be transacted: (a) the report of the Board, the financial statements and the report of the auditors shall be presented to the Members and (b) the auditors of the Corporation shall be appointed by the Members for the ensuing year. The Members may consider and transact any business, either special or general, at any meeting of the Members as may be properly brought before the meeting.

13.4     Call. The Board shall have the power to call, at any time, a general or special meeting of the Members, provided that in the event of the calling of a special meeting of the Members by the Board, the purpose of such special meeting shall be specified in the notice calling such special meeting. The Board shall call a special or general meeting of the Members on written requisition of Members carrying not less than fifty-one percent (51%) of the voting rights.

13.5     Notice. At least forty-five (45) days’ notice shall be given to each Member of any annual or any other general or special meeting of Members. Notice of any meeting where special business will be transacted shall contain sufficient information to permit the Member to form a reasoned judgment on the decision to be taken. Notice of any meeting of Members shall include a statement of the right of such Member to appoint a proxy, who shall be an ACCTI Member, to exercise the same voting rights that the Member appointing such proxy would be entitled to exercise if present at the meeting.

13.6     Proxies. At any meeting of Members, a proxy duly and sufficiently appointed by a Member shall be entitled to exercise, subject to any restrictions expressed in the instrument appointing such proxy, the same voting rights that the Member appointing him or her would be entitled to exercise if present at the meeting. A proxy shall be an ACCTI Member of the Corporation. An ACCTI Member can hold an unlimited amount of proxies as long as they are all in writing and signed on the corporate letterhead of each Member which cannot attend the meeting and which is appointing the proxy. The holder of the proxies must provide original copies to the Secretary ten (10) working days prior to any meetings of Members.

13.7     Electronic Meetings. If a majority of the ACCTI Members consent thereto generally or in respect of a particular meeting, meetings of Members may be held, in whole or in part, by telephonic or electronic means which permit all persons participating in the meeting to communicate adequately with each other, and to which all Members have equal access. A Member participating in such meeting by such means is deemed to be present at the meeting, including for the purpose of determining quorum in accordance with paragraph 13.08. The Corporation shall be entitled to rely on the Member’s phone number and e-mail address provided to the Corporation by the Member and the Member shall use best efforts to ensure that such communication facilities are kept secure and available only to such Member. Votes on any issue considered at such a meeting by Members participating electronically shall be conducted electronically under the direction of the Secretary of the Corporation in such a manner as to permit the Members to communicate adequately with each other and to which all Members have equal access. Each Member shall be issued an identifier code by the Secretary of the Corporation and shall receive the same information and motions electronically as the other Members participating in the meeting. If the telephonic or electronic means of communication is not reasonably secure, as determined by the chair of the meeting, then the telephonic or electronic meeting process shall not be followed.

13.8     Quorum. Quorum at any meeting of Members shall consist of not less than thirty percent (30%) of the ACCTI Members present in person (by any means permitted by the By-laws) or by proxy at the meeting, provided that in no case can any meeting be held unless there are two (2) ACCTI Members present in person (and not by other means permitted by the By-laws, nor by proxy). Where proper notice of a meeting of Members has been given and a quorum of Members is not present at the appointed time in person (by any means permitted by the By-laws) or by proxy, such meeting shall be adjourned for a period of no less than ten (10) business days. At the adjourned meeting, the quorum shall be those Members present in person (by any means permitted by the By-laws) or by proxy, provided that proper notice of the adjourned meeting has been sent to all Members in accordance with this section.

13.9     Voting. Voting at any meeting of Members shall be by poll of the Members (secret ballot for those present in person or represented by proxy) signifying their asset or dissent on the matter before the Members for approval. The result of the poll shall be deemed to be the decision of the Members on the question.

13.10     Close of Polls. If a meeting is conducted, in whole or in part, by telephonic or electronic means, the meeting may be terminated upon completion of the formal business of the meeting, but subject to the completion of voting by Members on the resolutions before the meeting. The notice of meeting shall specify the time during which the electronic polls will remain open for votes cast by Members participating electronically. Upon the close of the electronic polls, the meeting shall be deemed terminated without further action on the part of the chair or the Members.

13.11     Voting Results. Within a reasonable period of time after the tabulation of the votes cast by Members at the meeting, the Corporation shall notify each Member of the results of the voting by Members on the resolutions before the Members at the meeting (including the election of Directors, if applicable). Posting of such results on the Corporation’s web site shall constitute sufficient notice to Members for this purpose.

13.12     Right to Vote. One (1) vote will be granted for each ACCTI Member, applicable to all matters except those related to certification. Certified Members will be granted one (1) vote per core area of translation and/or interpretation specialization in addition to their vote as an ACCTI Member, to be applied exclusively to issues regarding certification.

13.13     Adjournments. The chair of the meeting may adjourn the meeting from time to time and from place to place. Notice of an adjourned meeting of Members is not required if the time and place of the adjourned meeting is announced at the original meeting, provided that quorum was obtained.

SECTION FOURTEEN
VOTING OF MEMBERS

14.01     Votes to Govern. At all meetings of the Members, every question shall be determined by an affirmative vote of not less than sixty percent (60%) of the ACCTI Members present in person (by any means permitted by the By-laws) or by proxy at the meeting, unless otherwise specifically provided by the Act, the By-laws or applicable law. In the event of an equality of votes, the chair of the meeting shall have a second or casting vote.

SECTION FIFTEEN
AUDITORS

15.01     Appointment. The Members shall at each annual general meeting of Members appoint an auditor to hold office until the termination of the next annual general meeting and to audit the accounts of the Corporation for report to the Members at the next annual general meeting. The auditor shall hold office until the next annual general meeting of Members provided that the Board may fill any casual vacancy in the office of auditor. The remuneration of the auditor shall be fixed by the Board.

15.02     Removal. The Members, by a resolution passed by at least two-thirds (2/3) of the Members present in person at a meeting of Members for which notice specifying the intention to pass such resolution was given, may remove any auditor of the Corporation before the expiration of such auditor’s term of office and shall, by a majority of the votes cast at such meeting, appoint another auditor in such auditor’s place for the remainder of such auditor’s term.

SECTION SIXTEEN
RULES OF ORDER

16.01     Rules of Order. The meetings of the Board and of the Members shall be conducted, subject always to the By-laws, in accordance with Wainberg’s Society Meetings, unless following such rules of order is, in the discretion of the chair of the meeting, impractical given the requirements of the By-laws.

SECTION SEVENTEEN
AMENDMENT OF BY-LAW

17.01     Amendments. The By-laws not embodied in the letters patent may be repealed or amended by by-law, or a new by-law relating to the requirements of subsection 155(2) of the Act (or any clause as may be substituted therefor, as amended from time to time) may be enacted by a majority of the votes cast at a meeting of the Board and sanctioned by resolution passed by at least two-thirds (2/3) of the Members present in person at a meeting of Members for which notice specifying the intention to pass such resolution was given, provided that the repeal or amendment of such By-laws, which requires the approval of the Minister of Industry, shall not be enforced or acted upon until the approval of the Minister of Industry, or such other Minister as may from time to time be responsible for the administration of the Act, has been obtained.

SECTION EIGHTEEN
NOTICES

18.01     Method of Giving Notices. Any notice (which term includes, for the purposes of this Section 18, any communication or document) to be given (which term includes, for the purposes of this Section 18, sent, delivered or served) pursuant to the Act, the letters patent, the By-laws or otherwise, to a Member, Director, committee member, Officer or auditor, shall be sufficiently given if given by any two (2) of the following methods: if delivered personally to the person to whom it is to be given or if delivered, to the last address of such person as recorded in the books of the Corporation or if mailed, by prepaid ordinary or air mail addressed to said address or if sent to said address by telephonic or electronic means. A notice so delivered shall be deemed to have been given when it is delivered personally or at the address aforesaid; a notice so mailed shall be deemed to have been given fourteen (14) days after it was deposited in a post office or public letter box; and a notice sent by telephonic or electronic means shall be deemed to have been given on the day it is transmitted. The Secretary may change the address on the Corporation’s books of any Member, Director, Officer, auditor or member of a committee of the Board in accordance with any information believed to be reliable.

18.02     Computation of Time. In computing the date when notice must be given under any provision requiring a specified number of days’ notice of any meeting or other event, the date of giving the notice shall be excluded and the date of the meeting or other event shall be included.

18.03     Omissions and Errors. The accidental omission to give any notice to any Member, Director, Officer or auditor or the non?receipt of any notice by any Member, Director, Officer or auditor, or any error in any notice not affecting the substance thereof, shall not invalidate any action taken at any meeting held pursuant to such notice or otherwise founded thereon.

18.04     Waiver of Notice. Any Member, Director, Officer or auditor may waive any notice required to be given under any provision of the Act, the letters patent, the By?laws or otherwise, and such waiver, whether given before, during or after the meeting or other event of which notice is required to be given, shall cure any default in giving such notice.

18.05     Telephonic or Electronic Means. Any notice (including, without limitation, any resignation) to be given pursuant to the Act, the letters patent, the By-laws or otherwise to a Member, Director, committee member, Officer or auditor shall be given in written or printed format or format generated by telephonic or electronic means and completed and signed in writing or electronic signature by or on behalf of the person giving or making it.

SECTION NINETEEN
EFFECTIVE DATE

19.01     Effective Date. These By-laws shall come into force when confirmed by the Members in accordance with the Act, but not until the approval of the Minister of Industry, or such other Minister as may from time to time be responsible for the administration of the Act, has been obtained.

PASSED by the Board the _____ day of _________________, 2003.


____________________________
President


____________________________
Secretary




CONFIRMED by the Members the ____ day of ________________, 2003.


____________________________
Secretary




MINISTERIAL APPROVAL received effective the ____ day of _______________, 2003.


____________________________
Secretary