A by-law relating generally to the transaction of the business and affairs of
(hereinafter referred to as the "Corporation")
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:
"ACCTI" shall mean the Association of Canadian Corporations in Translation and Interpretation/Association Canadienne des Compagnies de Traduction et d'Interpretation;
"ACCTI Member" shall have the meaning ascribed to it under paragraph 12.04;
"Act" shall mean the Canada Corporations Act, or any statute that may be substituted therefor, as amended from time to time;
"Board" shall mean the board of directors of the Corporation;
"By-laws" shall mean this By-law No. 1 and all other by-laws of the Corporation in effect from time to time;
"Certified Member" shall mean an ACCTI Member which is certified according to the Certification Policies and Procedures, as established by the Board from time to time;
"Director" or "Directors" shall mean any one or more individuals, respectively, who from time to time have been duly elected or appointed to serve on the Board;
"electronic signature" shall mean an identifying mark or process that consists of one or more letters, characters, numbers, sounds or other symbols in digital or in other intangible form that:
(a) is created, recorded, transmitted, stored or communicated using telephonic or electronic means,"Interested Member" has the meaning ascribed to it under paragraph 12.03;
(b) is in, attached to or associated with an electronic document or other electronic information,
(c) is created or adopted by a person in order to sign the electronic document or the other electronic information, and
(d) associates the person with the electronic document or the other electronic information, as the case may be;
"letters patent" shall mean the letters patent incorporating the Corporation, as from time to time amended and supplemented by supplementary letters patent;
"Member" or "Members" shall mean any one or more persons, respectively, who have been admitted to membership in the Corporation in accordance with the By-laws;
"Officer" or "Officers" shall mean any one or more persons, respectively, who have been appointed as officers of the Corporation in accordance with the By-laws;
"person" shall mean an individual, a corporation, a partnership, a trust, an unincorporated organization, association or club, the government of a country or any political subdivision thereof, or any agency or department of any such government, and the executors, administrators or other legal representatives of an individual in such capacity, a "person" as defined in the Trade-marks Act and a person intended to be protected by subsection 9(1) of the Trade-marks Act (or any section that may be substituted therefor, as amended from time to time) and "persons" shall have a similar meaning;
"telephonic or electronic means" shall mean telephone calls or messages, facsimile messages, electronic mail, transmission of data or information through automated touch-tone telephone systems, transmission of data or information through computer systems, electronic networks, wire or wireless systems, or any other similar means, including, but not limited to, electrical, analog, digital, magnetic, optical or electromagnetic means; and
"Trade-marks Act" shall mean the Trade-marks Act (Canada), or any statute that may be substituted therefor, as amended from time to time.
1.02 Interpretation. In the By-laws, unless the context otherwise requires, words importing the singular number or the masculine gender shall include the plural number or the feminine gender, as the case may be, and vice versa.
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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.
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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
(a) if a Director resigns office by delivering a resignation to the Secretary of the Corporation, which resignation shall be effective at the time it is received by the Secretary of the Corporation or at the time specified in the resignation, whichever is later;
(b) if the Director is found by a court to be of unsound mind;
(c) if the Director becomes bankrupt;
(d) if the Director is convicted of an indictable offence;
(e) if a resolution that the Director be removed from office is passed by two-thirds (2/3) 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; or
(f) on the death of such Director;
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.
(i) if two (2) or more Directors are elected at the same time and are in a Conflict of Interest, the Director(s) elected with the least number of votes;
(ii) if a newly appointed or elected Director is in a Conflict of Interest with an existing Director, the new Director;
(iii) if existing Directors come into a Conflict of Interest during their term of office:
(A) the Director whose status change resulted in the Conflict of Interest;
(B) the Director most recently appointed or elected;
(C) the Director with the shortest term left to serve as Director; or
(D) if applicable, the Director elected with the least number of votes;
whichever is first applicable in the order set out above.
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.
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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.
(a) borrow money upon the credit of the Corporation;
(b) limit or increase the amount to be borrowed;
(c) issue debentures or other securities (including, without limitation, bonds, notes or other liabilities, whether secured or unsecured) of the Corporation;
(d) pledge or sell such debentures or other securities for such sums and at such prices as may be deemed expedient;
(e) secure any such debentures or other securities or any other present or future borrowing or liability of the Corporation by mortgage, hypothec, charge or pledge of all or any currently owned or subsequently acquired real and personal, movable and immovable, property of the Corporation and the undertaking and rights of the Corporation; and
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.
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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
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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.
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.
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.
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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
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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.
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.
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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.
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.
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.
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.
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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.
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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.
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:
(a) all costs, charges and expenses which such Director, Officer or other person sustains or incurs in or about any action, suit or proceeding which is brought, commenced or prosecuted against such Director, Officer or other person, or in respect of any act, deed, matter or thing whatsoever, made, done or permitted by such Director, Officer or other person, in or about the execution of the duties of such Director's, Officer's or other person's office or in respect of any such liability, if such person: (a) acted honestly and in good faith with a view to the best interests of the Corporation and (b) in the case of a civil, criminal or administrative action or proceeding that is enforced by a monetary penalty, had reasonable grounds for believing that such conduct was lawful; and
(b) all other costs, charges and expenses which a Director, Officer or other person sustains or incurs in or about or in relation to the affairs of the Corporation or such other corporation;
except such costs, charges or expenses as are occasioned by such Director's, Officer's or other person's own wilful neglect or default.
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.
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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,
(a) Interested Members; and
(b) ACCTI Members.
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:
(a) have satisfied the Criteria for ACCTI Members (as established by the Board from time to time);
(b) have filed an application for such membership with the Corporation;
(c) have been incorporated for five (5) years;
(d) have a core business in translation and interpretation services (as defined by the Criteria for ACCTI Members);
(e) have eighty percent (80%) of revenues generated by suppliers other than the principals;
(f) have paid the then current membership fee;
(g) have obtained the recommendation of the Membership Committee; and
(h) have been appointed as an ACCTI Member by the Board.
In deciding whether or not it will recommend a corporation as an ACCTI Member, the Membership Committee shall consult with and obtain the views of existing Members of the Corporation prior to making its recommendation.
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 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.
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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
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.
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.
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.
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.
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.
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.
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.
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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.
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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.
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.
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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.
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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.
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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.
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.
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.
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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.
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