I don't know who makes all these decisions at the Community Futures Development Corporation of Mount Waddington. If it's the management or the Board of Directors? Who ever they are I consider them lairs, manipulators, shysters, and corrupt to the core. Misleading the public the way they do, in a Democratic Society. This is all done with the approval of our local politicians because some of them sit on the Board of Director for years and help perpetrate the confusion.
http://www.injusticenorthisland.com/2009.html
BY-LAWS
1 Interpretation
1.1 Definitions
1.2 Interpretation
2 Mission Statement
2.1 Mission Statement
3 Head Office
3.1 Head Office
4 Seal
4.1 Seal
4.2 Custody of Seal
5 Membership
5.1 Entitlement
5.2 Classes
5.3 Right to Vote
5.4 Application
5.5 Board Discretion
5.6 Subscription Fee
5.7 Dues
5.8 Compliance
6 Termination of Membership
6.1 Ceasing to Be a Member
6.2 Expulsion
6.3 Liability for Dues etc.
7 Members’ Meetings
7.1 Time and Place for Meetings
7.2 Annual Meetings
7.3 Special Meetings
7.4 Notice
7.5 Waiver of Notice
7.6 Error of Omission in Giving Notice
7.7 Quorum
7.8 Chairperson of the Meeting
7.9 Adjournment
7.10 Resolution in Leiu of Meeting
7.11 Voting of Members
7.12 Declaration of Chair
7.13 Poll Vote
7.14 Proxies
7.15 Proxy
7.16 Regulations Regarding Proxies
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Directors
8.1 Duties and Number
8.2 Qualifications
8.3 First Directors
8.4 Honorary Directors
8.5 Term
8.6 Vacancies
8.7 Filling Vacancies
8.8 Executive Committee
8.9 Other Committees
8.10 Remuneration
9 Meetings of Directors
9.1 Place of Meeting
9.2 Notice
9.3 No Notice
9.4 Error or Omission in Giving Notice
9.5 Adjournment
9.6 Regular Meetings
9.7 Quorum
9.8 Voting
9.9 Telephone Participation
9.10 Resolution in Lieu of Meeting
10 Powers of Directors
10.1 Administer Affairs
10.2 Expenditures
10.3 Borrowing Power
10.4 Fund Raising
10.5 Agents and Employees
11 Officers
11.1 Appointment
11.2 Vacancies
11.3 Remuneration of Officers
11.4 Removal of Officers
11.5 Duties of Officers May be Delegated
11.6 Powers and Duties
11.7
12 For The Protection of Directors and Officers
12.1 For the Protection of Directors and Officers
13 Conflict of Interest
13.1 General Duties
13.2 Scope of Conflict of Interest
13.3 Disclosure of Conflict of Interest
13.4 Existence of a Conflict of Interest
13.5 Resolving Conflict of Interest
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13.6 Obtaining an Indirect Benefit
13.7 Use of Corporation Property
13.8 Corporation Opportunity
13.9 Solicitation of Clients
13.10 Access to Corporate Information
13.11 Corporate Information Obligations
13.10 Release of Corporate Information
13.11 Permission to Release Corporate Information
13.12 Unauthorized Transactions
13.13 Gifts
13.14 Gifts of Corporation Property
13.15 Submission of Contracts or Transactions to Members for Approval
13.16 Director Not Disqualified
13.17 Contracts
14 Indemnities to the Directors and Others
14.1 Indemnities to Directors and Others
15 Custody of Voting Shares and Securities
15.1 Voting Shares and Securities
15.2 Custody of Securities
15.3 Nominee
16 Execution of Instruments
16.1 Execution of Instruments
16.2 Terms
17 Cheques, Drafts, Notes, Etc.
17.1 Cheques, Drafts, Notes, Etc.
18 Notices
18.1 Delivery
18.2 Signature to Notices
18.3 Computation of Time
18.4 Proof of Delivery
19 Rules and Regulations
19.1 Rules and Regulations
20 By-Laws
20.1 By-laws
21 Auditors
21.1 Auditors
22 Financial Year
22.1 Financial Year
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BY-LAW NO. 1
being the general By-law of
COMMUNITY FUTURES DEVELOPMENT CORPORATION
OF MOUNT WADDINGTON
(the "Corporation")
PART 1 - INTERPRETATION
1.1 Definitions. In this By-law, unless the context otherwise specifies or
requires:
(a) "Act" means the Canada Corporations Act, R.S.C. 1970, c. C-32 as
from time to time amended and every statute that may be substituted
therefore and, in the case of such substitution, any references in the Bylaws
of the Corporation to provisions of the Act shall be read as
references to the substituted provisions therefore in the new statute
or statutes;
(b) "Assessments" means such amounts as are from time to time
levied by the Corporation on its Members in order to enable it to
carry out its purposes, including amounts required for salaries of
employees of the Corporation, advertising, promotions and other
activities of the Corporation;
(c) "Board" means the board of directors of the Corporation;
(d) "By-law or By-laws" means any By-law or By-laws of the
Corporation from time to time in force and effect;
(e) "Conflict of Interest" means any situation where:
(i) the Control Person's personal interests;
(ii) the interests of a close friend, family member, business
associate of the Control Person;
(iii) a company or partnership in which the Control Person holds
a significant interest; or
(iv) a person to whom the Control Person owes an obligation
may prevent the Control Person from acting in the Corporation's
best interests or prevent the Control Person from acting fairly,
impartially and without bias on behalf of the Corporation;
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(f) "Control Person" means any Director, officer, employee of the
Corporation, or any person who has obtained Corporate Information;
(g) "Corporate Information" means information which is acquired solely
by reason of involvement with the Corporation and which the Corporation
is under an obligation to keep confidential;
(h) "Director" means a director appointed or elected to the Board of the
Corporation pursuant to Part 8 herein;
(i) "Dues" means the annual amount paid by each Member for
membership in the Corporation;
(j) "Honorary Director" is as defined in Article 8.4;
(k) "Indirect Benefit" means a benefit:
(i) derived by a Control Person;
(ii) derived by a close friend, family member, business
associate of a Control Person;
(iii) derived by a company or partnership in which the Control
Person holds a significant interest; or
(iv) which advances or protects the Control Person's interests
notwithstanding that the benefit may not be measurable in money;
(l) "Letters Patent" mean the letters patent and any supplementary
letters patent of the Corporation;
(m) "Member or Members" means a person or persons admitted to
membership pursuant to Part 5 herein;
(n) "Permitted Conflict of Interest" means a Conflict of Interest
specifically permitted pursuant to the terms of a contract, agreement or
arrangement to which the Corporation is a party and such contract,
agreement or arrangement has been approved by the Board;
(o) "Region" is as defined in the Letters Patent;
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(p) "Regulations" means the regulations made under the Act as from
time to time amended and every regulation that may be substituted
therefore and, in the case of such substitution, any references in the Bylaws
to provisions of the regulations shall be read as references to the
substituted provisions therefore in the new regulations;
(q) "Special Meeting" is as defined in Article 7.3;
(r) "Special Resolution" means a resolution:
(i) passed by a majority of not less than 2/3 of the votes
cast by those Members who, being entitled to do so, vote in
person or by proxy at a general meeting of the Corporation; or
(ii) consented to in writing by every Member of the Corporation
who would have been entitled to vote on it in person or by proxy at
a general meeting of the Corporation; and a resolution so
consented to shall be deemed to be a Special Resolution passed at
a general meeting of the Corporation; and
(s) "Subscription Fee" means the initial fee paid by each
Member upon being accepted for membership in the Corporation.
1.2 Interpretation. This By-law shall be, unless the context otherwise requires,
construed and interpreted in accordance with the following:
(a) all terms contain herein and which are defined in the Act or the
Regulations shall have the meanings given to such terms in the Act or
such Regulations except as otherwise defined herein;
(b) words importing the singular number only shall include the plural
and vice versa; and the word "person" shall include individuals,
bodies corporate, corporations, companies, partnerships, syndicates,
trusts and any number or aggregate or persons; and
(c) the headings used in the By-laws are inserted for reference
purposes only and are not to be considered or taken into account in
construing the terms or provisions thereof or to be deemed in any way to
clarify, modify or explain the effect of any such terms or provisions.
PART 2 - MISSION STATEMENT
2.1 Mission Statement. To foster responsible economic growth in the North
Island region.
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PART 3 - HEAD OFFICE
3.1 Head Office. The address of the Head Office of the Corporation shall
be situated at such place in the Province of British Columbia as may be fixed
in writing by the Board from time to time and may only be changed in
accordance with the provisions of Section 24 of the Act.
PART 4 - SEAL
4.1 Seal. The Directors shall provide a common seal for the Corporation
and shall provide for its use. The Directors shall have the power to destroy the
common seal and shall provide a new common seal.
4.2 Custody of Seal. The Directors shall provide for the safe
custody of each of the Corporation's seals which, except as hereinafter
provided, shall not be affixed to an instrument except by the authority of a
resolution of the Directors and by such person or persons as may be prescribed
in and by that resolution and the person or persons prescribed shall sign
every instrument to which the seal of the Corporation is affixed in his or their
presence, provided that a resolution directing the general use of a seal may at
any time be passed by the Directors and shall apply to the use of that seal until
countermanded by another resolution of the Directors but any such resolution
directing the general use off the seal shall not be revoked by a later resolution
authorizing use of the seal in a different manner on a certain seal. In the absence
of any resolution so authorizing the use of any seal, any seal of the
Corporation may be affixed to any document that requires the seal of the
Corporation in the presence of a majority of the Directors.
PART 5 - MEMBERSHIP
5.1 Entitlement. Membership in the Corporation shall be available to those
persons who are interested in furthering the objectives of the Corporation and
whose application for admission as a Member has received the approval of the
Board. The Board may also pass membership rules, providing, among other
things, for the admission of Members by the Secretary of the Corporation. Each
Member shall be promptly informed by the Secretary of their admission as a
Member.
5.2 Classes. The classes of membership of the Corporation are described and
comprised as follows:
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(a) Active Members: persons interested in furthering the community
economic development of the Region;
5.3 Right to Vote. Active Members shall not be entitled to vote at, but may
be entitled to receive notice of, attend, and speak at meetings of the Members
of the Corporation. Active Members shall be eligible to serve on any committee
at the discretion of the Board.
5.4 Application. A person wishing to become a Member of the Corporation
may apply to the Board for membership in the Corporation and, provided that
the provisions of Article 5.2 above are complied with, shall become a Member
upon acceptance by the Board.
5.5 Board Discretion. The Board has the discretion to accept or
reject application for membership in the Corporation, provided that in the event
membership is accepted, the applicant must immediately pay to the Corporation
any Subscription Fees, if applicable. The exercise of the said discretion is subject
to review at any meeting of the Members of the Corporation.
5.6 Subscription Fee. The Subscription Fee for each active membership
shall be determined by the Board from time to time, provided that the Active
Members in good standing may alter the Subscription Fee by resolution of a
simple majority of Active Members voting on such resolution.
5.7 Dues. The annual Dues for each Active Member of the Corporation shall be
fixed at each annual meeting by an ordinary resolution of the Active Members in
good standing.
5.8 Compliance. Any person who applies for and is accepted as a
Member of the Corporation shall abide by the Letters Patent and shall be
bound by and comply with all provisions of these By-laws both as to conduct and
as to payments by way of Subscription Fees, Dues, Assessments or otherwise to
be made to the Corporation.
PART 6 - TERMINATION OF MEMBERSHIP
6.1 Ceasing to be Member. A Member shall cease to be a Member if
(a) the Member resigns at any time by giving not less than ten (10)
days written notice to the Corporation, provided that there shall be no
refund of Subscription Fees, Dues, Assessments or other fees paid;
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(b) the Member fails to pay the Subscription Fees, Dues,
Assessments or other fees, if any, within thirty (30) days of the due
date and his membership is terminated by a resolution of the Board;
(c) the Member becomes bankrupt or makes an authorized
assignment or if he makes a proposal or an arrangement with his creditors
and his membership is terminated by a resolution of the Board;
(d) the Member has failed to comply with the terms of membership as
set out in the By-laws and the Corporation has provided written notice of
same to the Member and such non-compliance has not been remedied
within thirty (30) days thereafter; or
(e) the Member dies or in the case of a corporation, partnership, firm,
Corporation or other legal entity the Member is dissolved.
6.2 Expulsion. A Member may be expelled from membership for
cause other than as specified in Article 6.1(d) by a Special Resolution of the
Active Members in good standing at a general meeting of the Corporation. The
notice calling the general meeting shall be delivered to the Member facing
expulsion and contain therein a specific reference to the fact that such a
motion is to be proposed at the meeting and a description of the reason
therefore. The Member or representative of the Member shall have the right to
speak on behalf of the Member at such a meeting.
6.3 Liability for Dues etc. Notwithstanding that a person has ceased
to be a Member pursuant to the provisions of this Part 6 that person shall
remain liable to the Corporation for the payment of any outstanding
Subscription Fees, Dues or Assessments relating to the period in which he
was a Member.
PART 7 - MEMBERS' MEETINGS
7.1 Time and Place For Meetings. Subject to compliance with
Section 102 of the Act, the annual meeting of the Members shall be held on
such day in each year and at such time as the Directors may determine.
7.2 Annual Meetings. At every annual meeting, in addition to any other
business that may be transacted, the report of the Directors, the financial
statements and the report of the auditors shall be presented and the Directors
shall be elected and auditors appointed for the ensuing year. The Members may
consider and transact any business either special or general at any meeting of
the Members.
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7.3 Special Meetings. Other meetings of the Members may be
convened by order of the Chairperson of the Board, the Vice-Chairperson of
the Board, the Chairperson if a Director or a Vice-Chairperson who is a Director
and Member or by the Board at any date and time and at any place. The
Board shall call a special general meeting of Members on written requisition of
Active Members carrying not less than 50% of the voting rights.
7.4 Notice. Fourteen (14) days written notice shall be given in the
manner specified in Part 18 herein to each voting Member of any annual or
special general meeting of Members. Notice of any meeting where special
business will be transacted should contain sufficient information to permit the
Member to form a reasoned judgment on the decision to be taken. Notice of
each meeting of Members must remind the Member that the Member has the
right to vote by proxy, if proxies are permitted.
7.5 Waiver of Notice. A Member and any other person entitled to
attend a meeting of Members may in any manner waive notice of a meeting of
Members and attendance of any such person at a meeting of Members shall
constitute a waiver of notice of the meeting except where such person attends a
meeting for the express purposes of objecting to the transaction of any
business on the grounds that the meeting is not lawfully called.
7.6 Error or Omission in Giving Notice. No error or omission in
giving notice of any annual or Special Meeting or any adjourned meeting of the
Members of the Corporation shall invalidate any resolution passed or any
proceedings taken at any meeting of Members.
7.7 Quorum. A quorum at any meeting of the Members (unless a
greater number of Members and/or proxies are required to be present by
the Act or by the Letters Patent or any other By-law) shall be fifty percent
(50%) of the Active Members present in person or by proxy. No business shall
be transacted at any meeting unless the requisite quorum be present at the
time of the transaction of such business. If a quorum is not present at the
time appointed for the meeting of Members or within such reasonable time
thereafter as the Members present may determine, the persons present and
entitled to vote may adjourn the meeting to a fixed time and place but may not
transact any other business and the provision of Part 18 with regard to notice
shall apply to such adjournment.
7.8 Chairperson of the Meeting. In the event that the Chairperson of the
Board and the Vice-Chairperson of the Board are absent, the persons who are
present and entitled to vote shall choose another Director as chairperson of the
meeting and if no Director is present or if all the Directors present decline to
take the chair then the persons who are present and entitled to vote shall
choose one of their number to be chairperson.
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7.9 Adjournment. The chairperson of any meeting of the Members may
with the consent of the meeting adjourn the same from time to time to a fixed
time and place and no notice of such adjournment need be given to the
Members. Any business may be brought before or dealt with at any adjourned
meeting which might have been brought before or dealt with at the original
meeting in accordance with the notice calling the same.
7.10 Resolution in Lieu of Meeting. A resolution in writing, signed by all
the Members entitled to vote on that resolution at a meeting of Members, is as
valid as if it had been passed at a meeting of Members.
7.11 Voting of Members. Every Active Member in good standing shall be
entitled to one vote and no other Member shall be entitled to vote. At all
meetings of the Members, every question shall be determined on a show of
hands by a majority of votes unless otherwise specifically provided by the
Act or by these By-laws. In the case of an equality of votes the chairperson of
the meeting shall both on a show of hands and at a poll have a second or
casting vote in addition to the vote or votes to which the chairperson may be
otherwise entitled.
7.12 Declaration of Chair. At any meeting, unless a poll is demanded, a
declaration by the chairperson of the meeting that a resolution has been
carried or carried unanimously or by a particular majority or lost or not
carried by a particular majority shall be conclusive evidence of the fact.
7.13 Poll Vote. A poll may be demanded either before or after any vote by
show of hand by any person entitled to vote at the meeting. If at any meeting a
poll is demanded on the election of a chairperson or on the question of
adjournment it shall be taken forthwith without adjournment. If at any meeting a
poll is demanded on any other questions or as to the election of Directors, the
vote shall be taken by ballot in such manner and either at once or later in the
meeting or after adjournment as the Chairperson of the meeting directs. The
result of a poll shall be deemed to be the resolution of the meeting at which
the poll was demanded. A demand for a poll may be withdrawn.
7.14 Proxies. Votes at meetings of the Members may be given either
personally or by proxy. At every meeting at which a Member is entitled to
vote, every Member and/or individual authorized to represent a Member
who is present in person shall have one vote on a show of hands. Upon a
poll and subject to the provisions, if any, of the Letters Patent, every Member
who is entitled to vote at the meeting and who is present in person or
represented by an individual authorized shall have one vote and every person
appointed by proxy shall have one vote for each Member who is entitled to vote
at the meeting and who is represented by such proxy holder.
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7.15 Proxy. A proxy shall be executed by the Member or the Member's
attorney authorized in writing or, if the Member is a body corporate or associate,
by an officer or attorney thereof duly authorized.
A person appointed by proxy must be a Member. A proxy may be in the following
form:
The undersigned Member of the Community Futures Development Corporation of
Mount Waddington hereby appoints of or
failing the person appointed above, of
as the proxy of the undersigned to attend and act at the
meeting of the Membersofthesaid Corporation to be held on the day of
20 _, and at any adjournment or adjournments thereof in the same manner,
to the same extent and with the same power as if the undersigned were present at
the said meeting or such adjournment or adjournments thereof.
DATED this dayof A.D. 20____.
________________________________
Signature of Member
7.16 Regulations Regarding Proxies. The Directors may from time to time
make regulations regarding the lodging of proxies at some place or places other
than the place at which a meeting or adjourned meeting of Members is to be held
and for particulars of such proxies to be cabled or telegraphed or sent by
facsimile or in writing before the meeting or adjourned meeting to the Corporation
or any agent to the Corporation for the purpose of receiving such particulars and
providing that proxies so lodged may be voted upon as though the proxies
themselves were produced at the meeting or adjourned meeting and
votes given in accordance with such regulations shall be valid and shall be
counted. The chairperson of any meeting of Members may, subject to any
regulations made as aforesaid, in the chairperson's discretion accept telegraphic
or cable or facsimile or written communication as to the authority of any person
claiming to vote on behalf of and to represent a Member notwithstanding that no
proxy conferring such authority has been lodged with the Corporation, and any
votes given in accordance with such telegraphic or cable or facsimile or written
communication accepted by the chairperson of the meeting shall be valid and
shall be counted.
PART 8 – DIRECTORS
8.1 Duties and Number. The affairs of the Corporation shall be managed
by the Board. The number of Directors on the Board shall be a minimum of
three (3) and a maximum equal to nine (9).
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8.2 Qualifications. Every Director shall be at least nineteen (19) years of
age and shall be an Active Member of the Corporation, or shall become an
Active Member of the Corporation, within ten (10) days after election or
appointment as a Director.
8.3 First Directors. The applicants for incorporation shall become the first
Directors of the Corporation whose term of office on the Board shall continue
until their successors are elected at the first meeting of Members. The Board
then elected shall replace the provisional Directors named in the Letters
Patent.
8.4 Honorary Directors. The Members may appoint one or more
honorary directors (the "Honorary Directors") and all of the provisions of this
By-law shall apply mutatis mutandis to the Honorary Directors except that no
Honorary Director shall be entitled to vote at any meeting of the Directors.
The Honorary Directors term of office shall be from the date of the meeting
at which they are appointed until the next annual meeting or until their successor
are elected or appointed.
8.5 Term. Subject to the provisions of this By-law, Directors shall be
elected yearly by the Active Members at an annual meeting. The Directors term
of office shall be from the date of the meeting at which they are elected until
the next annual meeting or until their successors are elected. The whole
Board shall retire at the annual meeting at which the election of Directors is to
be made but, subject to the provisions of the By-laws, shall be eligible for reelection.
8.6 Vacancies. The office of a Director shall automatically be vacated:
(a) if the Director does not within ten (10) days after election or
appointment as Director become an Active Member, or ceases to be an
Active Member;
(b) if the Director becomes bankrupt or suspends payment of
debts generally or compounds with creditors or makes an authorized
assignment or is declared insolvent;
(c) if the Director is found to be a mentally incompetent person
or becomes of unsound mind;
(d) if the Director by notice in writing to the Corporation resigns
office which resignation shall be effective at the time it is received by the
Secretary of the Corporation or at the time specified in the notice,
whichever is later;
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(e) if at a Special Meeting of Members, a Special Resolution is passed
by the Members removing the Director before the expiration of the
Director's term of office; or
(f) if the Director dies.
8.7 Filling Vacancies. A vacancy occurring in the Board shall be filled as
follows:
(a) if the vacancy occurs as a result of the removal of any Director by
the Members in accordance with Article 8.6 (e) above, it may be filled upon
the vote of a majority of the Members and any Director elected to fill a
removed Director's place shall hold office for the remainder of the
removed Director's term;
(b) any other vacancy in the Board may be filled for the remainder of
the term by the Directors then in office, if they shall see fit to do so, so
long as there is a quorum of Directors, the remaining Directors shall
forthwith call a meeting of the Members to fill the vacancy, and, in default
or if there are no Directors then in office, the meeting may be called by
any Member; or
(c) otherwise such vacancy shall be filled at the next annual meeting of
the Members at which the Directors for the ensuing year are elected.
If the number of Directors is increased between the terms, a vacancy or
vacancies equal to the number of the authorized increase, shall thereby be
deemed to have occurred, which may be filled in the manner above provided.
8.8 Executive Committee. The Board may establish an executive
committee comprised of such individuals as the Board may from time to time
determine. The executive committee shall exercise such powers as are
authorized by the Board. Subject to the By-laws and any resolutions of the
Board, the executive committee may meet for the transaction of business,
adjourn and otherwise regulate its meetings as it sees fit and may from time
to time adopt, amend or repeal rules or procedures in this regard. The
provisions of Articles 9.1, 9.2, 9.3 and 9.7 hereof, shall apply to the
executive committee. Any executive committee Member may be removed
by resolution of the Board.
8.9 Other Committees. The Board may from time to time appoint any other
committee or committees, as it deems necessary or appropriate for such
purposes and with such powers as the Board shall see fit. Any such committee
may formulate its own rules of procedure, subject to such regulations or
Community Futures Mount WaddingtonBy-laws - Revised December 9, 2009 Page 14of 28
directions as the Board may from time to time make. Any committee member
may be removed by resolution of the Board. The Board of Directors is
accountable and responsible for all business conducted by Community Futures,
its staff, employees and Committees. One or more Directors should be on each
committee.
8.10 Remuneration. The Directors shall serve as such without
remuneration and no Director shall directly or indirectly receive any profit from
occupying the position of Director; provided that a Director may be
reimbursed for reasonable expenses incurred by the Director in the
performance of the Director's duties. The Board may fix any remuneration
for committee members who are not also Directors.
PART 9 - MEETINGS OF DIRECTORS
9.1 Place of Meeting. Meetings of the Board may be held at any place
within or outside Canada.
9.2 Notice. A meeting of Directors may be convened by the Chairperson of
the Board, the Vice-Chairperson of the Board, General Manager or any two
Directors at any time. The Secretary, when directed or authorized by any such
officers or any two Directors, shall convene a meeting of Directors. Unless sent
by mail, forty-eight (48) hours notice of such meeting shall be given to each
Director. Notice of any such meeting that is sent by mail shall be served in the
manner specified in Article 18.1 of the By-law not less than fourteen (14) days
(exclusive of the day on which the notice is delivered or sent but inclusive of
the date for which the notice is given) before the meeting is to take place;
provided always that a Director may in any manner and at any time waive
notice of a meeting of Directors and attendance of a Director at a meeting
of Directors shall constitute a waiver of notice of the meeting except where a
Director attends a meeting for the express purpose of objecting to the transaction
of any business on the grounds that the meeting is not lawfully called; provided
further that meetings of Directors may be held at any time without further notice if
all the Directors are present (except where a Director attends a meeting for the
expressed purpose of objecting to the transaction of any business on the
grounds that the meeting is not lawfully called) or if all of the absent Directors
waive notice before or after the date of such meeting.
9.3 No Notice. If the first meeting of the Board following the election of
Directors by the Members is held immediately thereafter, then for such a
meeting or for a meeting of the Board at which a Director is appointed to fill a
vacancy in the board, no notice shall be necessary to the newly elected or
appointed Directors or Director in order to legally constitute the meeting,
provided that a quorum of the Directors is present.
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9.4 Error or Omission in Giving Notice. No error or accidental omission
in giving notice of any meeting of Directors shall invalidate such meeting or
make void any proceeding taken at such meeting.
9.5 Adjournment. Any meeting of the Directors may be adjourned from time
to time by the chairperson of the meeting, with the consent of the meeting, to a
fixed time and place. Notice of any adjourned meeting of Directors is not
required to be given if the time and place of the adjourned meeting is
announced at the original meeting. Any adjourned meeting shall be duly
constituted if held in accordance with the terms of the adjournment and a
quorum is present thereat. The Directors who form a quorum at the original
meeting are not required to form the quorum at the adjourned meeting. If there
is no quorum present at the adjourned meeting, the original meeting shall be
deemed to have terminated forthwith after its adjournment. Any business may be
brought before or dealt with at any adjourned meeting which might have been
brought before or dealt with at the original meeting in accordance with a notice
calling the same.
9.6 Regular Meetings. The Board may appoint a day or days in any
month or months for regular meetings of the Board at a place or hour to be
named by the Board and a copy of any resolution of the Board fixing the place
and time or regular meetings of the Board shall be sent to each Director
forthwith after being passed, but no other notice shall be required for any
such regular meetings.
9.7 Quorum. A simple majority of the Directors shall forma quorum for
the transaction of business and, notwithstanding any vacancy among the
Directors; a quorum of Directors may exercise all powers of Directors.
9.8 Voting. Each Director who is not an honorary director is authorized to
exercise one (1) vote. Questions arising at any meeting of Directors shall be
decided by a majority of votes. In case of an equality of votes the chairperson
of the meeting in addition to an original vote shall have a second or casting
vote.
9.9 Telephone Participation. If the majority of the Directors consent, a
meeting of Directors may be held by means of such telephone, electronic or
other communication facilities as permit all persons participating in the meeting to
hear each other simultaneously and instantaneously, and a Director participating
in such meeting by such means is deemed to be present at that meeting.
9.10 Resolution in Lieu of Meeting. A resolution in writing, signed by
all the Directors entitled to vote on that resolution at a meeting of Directors or
committee of Directors, is as valid as if it had been passed at a meeting of
Directors or committee of Directors.
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PART 10 - POWERS OF DIRECTORS
10.1 Administer Affairs. The Board of the Corporation may administer
the affairs of the Corporation in all things and make or cause to be made for
the Corporation, in its name, any kind of contract which the Corporation may
lawfully enter into and, save as hereinafter provided, generally, may
exercise all such other powers and do all such other acts and things as
the Corporation is by its Letters Patent or otherwise authorized to exercise and
do.
10.2 Expenditures. The Board shall have power to authorize expenditures on
behalf of the Corporation from time to time and may delegate by resolution to an
officer or officers of the Corporation the right to employ and pay salaries to
employees. The Board shall have the power to enter into a trust arrangement
with a trust company for the purposes 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.
(i) The Board shall have the power to enter into a trust
arrangement with a trust company for the purposes 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.
10.3 Borrowing Power. The Board of the Corporation may from time to time:
(a) borrow money on the credit of the Corporation;
(b) limit or increase the amount to be borrowed;
(c) issue,
debentures,
sell or pledge
debenture stock,
debt
notesobligations
or other like(including
liabilitiesbonds,
whether
secured or unsecured) of the Corporation;
(d) charge, mortgage, hypothecate or pledge all or any
currently owned or subsequently acquired real or personal,
moveable or immovable property of the Corporation, including book
debts, rights, powers and undertakings, to secure any debt obligations or
any money borrowed, or other debt or liability of the Corporation; and
(e)
delegate the powers conferred on the Directors under this
paragraph to such officer or officers of the Corporation and to such
extent and in such manner as the Directors shall determine.
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The powers hereby conferred shall be deemed to be in supplement of and not
in substitution for any powers to borrow money for the purposes of the
Corporation possessed by its Directors or officers independently of this By-law.
10.4 Fund Raising. The Board shall take such steps as they 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.
10.5 Agents and Employees. The Board may appoint such agents 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 at the time of such appointment. The remuneration of
agents and employees may, subject to the other provisions of this By-law, be
fixed by the Board by resolution.
PART 11- OFFICERS
11.1 Appointment. The Board shall annually, or more often as may be
required, appoint a Chairperson of the Board, and a Vice-Chairperson of the
Board and may annually, or more often as may be required, appoint a
Secretary and Treasurer. A Director may be appointed to any office of the
Corporation. Two or more of the aforesaid offices may be held by the same
person. In case and whenever the same person holds the offices of Secretary
and Treasurer that person may but need not be known as the Secretary -
Treasurer.
11.2 Vacancies. Notwithstanding the foregoing, each incumbent officer shall
continue in office until the earlier of
(a) that officer's resignation, which resignation shall be effective
at the time the written resignation is received by the Board Chairperson
of the Corporation or at the time specified in the resignation, whichever is
later;
(b) the appointment of a successor;
(c) that officer ceasing to be a Director if such is a necessary
qualification of appointment;
(d) the meeting at which the Directors annually appoint the
officers of the Corporation;
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(e) the officer's removal; or
(f) that officer's death.
If the office of any officer of the Corporation shall be or become vacant, the
Directors may, by resolution, appoint a person to fill such vacancy.
11.3 Remuneration of Officers.
11.4 Removal of Officers. Officers shall be subject to removal by
resolution of the Board at any time, with or without cause.
11.5 Duties of Officers May be Delegated. In case of the absence or
inability to act of any officer of the Corporation or for any other reason that the
Board may deem sufficient, the Board may delegate all or any of the powers of
any such officer to any other officers or to any Director for the time being.
11.6 Powers and Duties. Officers shall sign such contracts, documents or
instruments in writing as require their respective signatures and shall
respectively have and perform all powers and duties incident to their
respective offices and such other powers and duties respectively as may from
time to time be assigned to them by the Board. The duties of the officers shall
include:
(a) Chairperson of the Board. The Chairperson of the Board, if
any, shall when present preside at all meetings of the Board,
committees of Directors, if any, and the Members.
(b) Vice-Chairperson of the Board. If the Chairperson of the Board
is absent or is unable or refuses to act, the Vice-Chairperson of the
Board, if any, shall, when present, preside at all meetings of the Board,
committees of Directors, if any, and the Members.
(c) General Manager. The General Manager shall be the chief
executive officer of the Corporation unless otherwise determined by
resolution of the Board. The General Manager shall be vested with
and may exercise all of the powers and shall perform all of the
duties of the Chairperson of the Board and/or Vice-Chairperson of the
Board if none be appointed or if the Chairperson of the Board and the
Vice-Chairperson of the Board are absent or are unable or refuse to
act; provided, however, that unless the General Manager is a Director
the General Manager shall not preside as Chairperson at any meeting of
Directors or of committees of Directors.
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The Board may from time to time appoint a General Manager and may
delegate to that person full power to manage and direct the business and
affairs of the Corporation and to employ and discharge agents and
employees of the Corporation. The General Manager shall supervise the
day to day operations and administration of the Corporation. The General
Manager shall confirm to all lawful orders given by the Board of the
Corporation and shall at all reasonable times give to the Directors or any
of them all information they may require regarding the affairs of the
Corporation.
(d)
(e) Secretary. The Secretary shall give or cause to be given notices for
all meetings of the Board or committees or Directors, if any, and
Members when directed to do so and have charge of the corporate seal
of the Corporation, the minute books of the Corporation and the
documents and registers referred to in Section 109 of the Act.
(f) Treasurer. The Treasurer shall keep or shall cause to be kept an
accurate account of all receipts and disbursements of the Corporation in
proper books of account, and shall deposit or shall cause to be deposited
all monies and other valuable effects in the name and to the credit of the
Corporation in such bank or banks as may be designated from time to time
by the Board. The Treasurer shall disburse or cause to be disbursed the
funds of the Corporation under the direction of the Board, receiving
proper vouchers thereof and render to the Board at its regular meetings
or whenever required, an account of all of his transactions as Treasurer,
and of the financial position of the Corporation.
(g)
Board designates. It is important to make the disclosure when the
Conflict of Interest or Permitted Conflict of Interest first becomes known.
Notwithstanding that the Control Person does not become aware of the
Conflict of Interest or Permitted Conflict of Interest until after a transaction is
concluded, the Control Person must still make immediate disclosure.
PART 12 – FOR THE PROTECTION OF DIRECTORS AND OFFICERS
12.1 For the Protection of Directors and Officers. Except as otherwise
provided in the Act, no Director or officer for the time being of the corporation
shall be liable for the acts, receipts, neglects or defaults of any other Director or
officer or employee or for any loss, damage or expense happening to the
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Corporation through the insufficiency or deficiency of any security in or upon
which any of the monies of or belonging to the Corporation shall be placed out or
invested or for any loss or damage arising from the bankruptcy, insolvency or
tortuous act of any person including any person with whom or which any monies,
securities or effects shall be lodged or deposited or for any loss, conversion, misapplication
or mis-appropriation of or any damage resulting from any dealings
with any monies, securities or other assets belonging to the Corporation or for
any other loss, damage or misfortune whatever which may happen in the
execution of the duties of the Director’s or officer’s respective office or trust or in
relation thereto unless the same shall happen by or through the Director’s or
officer’s own intentional wrong doing, willful neglect or default.
PART 13 – CONFLICT OF INTEREST
13.1 General duties. A Control Person must arrange his or her private affairs
and conduct himself or herself in a manner to avoid a Conflict of Interest or the
appearance of a Conflict of Interest.
13.2 Scope of Conflict of Interest. A Control Person may neither:
(a) act on behalf of the Corporation, or deal with the Corporation, in
any matter where the Control Person is in a Conflict of Interest or
appears to be in a Conflict of Interest; nor
(b) use his or her position, office or affiliation with the Corporation to
pursue or advance his or her personal interests or those of a person
described in Article 1.1(e)(ii) to (iv);
Unless such action, dealing or use of position, office or affiliation is specifically
contemplated by a Permitted Conflict of Interest.
13.3 Disclosure of Conflict of Interest. A Control Person must immediately
disclose a Conflict of Interest or Permitted Conflict of Interest in writing to the
Board or to a person the Board designates. It is important to make the disclosure
when the Conflict of Interest or Permitted Conflict of Interest first becomes
known. Notwithstanding that the Control Person does not become aware of the
Conflict of Interest or Permitted Conflict of Interest until after a transaction is
concluded, the Control Person must still make immediate disclosure.
13.4 Existence of a Conflict of Interest. If the Control Person is in doubt
about whether he or she is or may be in a Conflict of Interest, the Control
Person must request the advice of the Board or a person the Board designates
to determine if a Conflict of Interest exists.
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13.5 Resolving Conflict of Interest. Unless otherwise directed, the
Control Person must immediately take steps to resolve the Conflict of Interest
or remove the suspicion that it exists.
13.6 Obtaining an Indirect Benefit. A Control Person must not use his or
her relationship with the Corporation to obtain a personal benefit or to
acquire an Indirect Benefit from any transaction involving the Corporation
except as authorized in accordance with these By-laws.
13.7 Use of Corporation Property. A Control Person must have authorization
to:
(a) use property owned by the Corporation for personal purposes; or
(b) purchase property from the Corporation unless such a purchase is
through usual channels of disposition equally available to the public.
Even then, a Control Person may not purchase the property if the Control
Person is in a position to influence decisions made on behalf of the
Corporation.
13.8 Corporation Opportunity. A Control Person may not take personal
advantage of an opportunity available to the Corporation unless:
(a) it is clear that the Corporation has irrevocably decided against
pursuing the opportunity;
(b) the opportunity is equally available to members of the public; and
(c) he or she has disclosed his or her intention to do so.
13.9 Solicitation of Clients. A Control Person may not use his or her
position with the Corporation to solicit clients for a personal business or one
operated by a close friend, family member, business associate, or for a company
or partnership in which the Control person has a significant interest. This duty
does not prevent the Control Person or anyone else from transacting
business with other people connected with the Corporation.
13.10 Access to Corporate Information. A Control Person may have access to
Corporate Information only for Corporation purposes.
13.11 Corporate Information Obligations. A Control Person must:
(a) protect Corporate Information from improper disclosure;
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(b) report any incident of abuse of Corporate Information; and
(c) not use Corporate Information for his or her personal benefit.
13.12 Release of Corporate Information. A Control Person may release or
divulge Corporate Information if
(a)
the Control Person is authorized to release or divulge such
Corporate Information; and
(b)
it is to a person who has a lawful right to receive such Corporate
Information.
13.13 Permission to Release Corporate Information. If the Control Person is
in doubt about whether Corporate Information may be released, the Control
Person must request advice from the Board or a person the Board designates.
13.14 Unauthorized Transactions. A Control Person may not directly, or
indirectly benefit from a transaction with the Corporation over which the
Control Person is in a position to influence decisions made on behalf of the
Corporation, unless the transaction is in respect of a Permitted Conflict of Interest
the terms of which specifically permit same.
13.15 Gifts. A Control Person may only accept a gift in the following
circumstances:
(a)
the gift has no more than token value;
(b) it is the normal exchange of hospitality or a customary gesture of
courtesy between persons doing business together,
(c) the exchange is lawful and in accordance with local ethical practice
and standards; and
(d) the gift could not be construed by an impartial observer as a
bribe, pay off or improper or illegal payment.
13.16 Gifts of Corporation Property. A Control Person may not personally use
Corporation property to make a gift, charitable donation or political contribution to
anyone on behalf of the Corporation. Any gift must have the authorization of the
Board or a person the Board designates.
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13.17 Submission of Contracts or Transactions to Members for Approval.
The Board in its discretion may submit any contract, act or transaction with
the Corporation for approval or ratification at any annual meeting of the
Members or at any general meeting of the Members called for the purpose of
considering the same and, subject to the provisions of Section 98 of the Act, any
such contract, act or transaction that shall be approved or ratified or
confirmed by a resolution passed by a majority of the votes cast at any such
meeting (unless any different or additional requirements are imposed by the
Act, the Letters Patent or the By-laws) shall be as valid and as binding upon
the Corporation and upon all Members as though it had been approved, ratified
or confirmed by every Member of the Corporation.
13.18 Director Not Disqualified. In supplement of and not by way of limitation
upon any rights conferred upon Directors by Section 98 of the Act and
specifically subject to the provisions contained in that section, it is declared
that no Director shall be disqualified by any such office from, or vacate any
such office by reason of, holding any office or place of profit under the
Corporation or under any corporation in which the Corporation shall be a
shareholder or by reason of being otherwise in any way directly or indirectly
interested or contracting with the Corporation as vendor, purchaser or otherwise
or being concerned in any contract or arrangement made or proposed to be
entered into with the Corporation in which the Director is in any way directly or
indirectly interested as vendor, purchaser or otherwise.
13.19 Contracts. Subject to compliance with the Act, no contract or
arrangement entered into by or on behalf of the Corporation in which any
Director shall be in any way directly or indirectly interested shall be avoided or
voidable
PART 14 - INDEMNITIES TO THE DIRECTORS AND OTHERS
14.1 Indemnities to the Directors and Others. Every Director or officer of
the Corporation or other person who has undertaken or is about to
undertake any liability on behalf of the Corporation or any corporation
controlled by it and their heirs, executors and administrators, 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, without
limitation, the following:
(a) all costs, charges and expenses whatsoever which such Director,
officer or other person sustains or incurs in or about any action, suit
or proceeding that is brought, commenced or prosecuted against the
Director, officer or other person for or in respect of any act, deed, matter
or thing whatever, made, done or permitted by them, in or about the
execution of the duties of such office or in respect of any liability; and
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(b) all other costs, charges and expenses which the Director, officer or
other person sustains or incurs in or about or in relation to the affairs
thereof,
except such costs, charges or expenses as are occasioned by their own willful
neglect, intentional wrongdoing or default. The Corporation shall also indemnify
any such person in such other circumstances as the Act or law permits or
requires. Nothing in this By-law shall limit the right of any person entitled to
indemnity to claim indemnity apart from the provisions of this By-law to the extent
permitted by the Act or law.
PART 15 - CUSTODY OF VOTING SHARES AND SECURITIES
15.1 Voting Shares and Securities. All of the shares or other securities
carrying voting rights of any company or corporation held from time to time by
the Corporation may be voted at any and all meetings of shareholders,
bondholders, debenture holders or holders of other securities (as the case may
be) of such company or corporation and in such manner and by such
person or persons as the Board of the Corporation shall from time to time
determine. The duly authorized signing officers of the Corporation may also from
time to time execute and deliver for and on behalf of the Corporation proxies
and/or arrange for the issuance of voting certificates and/or other evidence of
the right to vote in such names as they may determine without the necessity of a
resolution or other action by the Board.
15.2 Custody of Securities. All shares and securities owned by the
Corporation shall be lodged in the name of the Corporation with a chartered
bank or a trust company or in a safety deposit box or, if so authorized by
resolution of the Board, with such other depositories or in such other manner as
may be determined from time to time by the Board.
15.3 Nominee. All share certificates, bonds, debentures, notes or other
obligations belonging to the Corporation may be issued or held in the
name of the nominee or nominees of the Corporation ( and if issued or held
.in the names of more than one nominee shall be held in the names of the
nominees jointly with the right of survivorship) and shall be endorsed in blank
with endorsement guaranteed in order to enable transfer to be completed
and registration to be effected.
PART 16 - EXECUTION OF INSTRUMENTS
16.1 Execution of Instruments. Subject to Article 17. 1, contracts,
documents or any instruments in writing requiring the signature of the
Corporation may be signed by:
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(a) any one of the Chairperson of the Board, the Vice-Chairperson of
the Board or the General Manager together with any one of the Secretary
or the Treasurer;
(b) any two Directors; or
(c) any one of the aforementioned officers together with any one
Director,
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 any
officer or officers or any person or persons on behalf of the Corporation either to
sign contracts, documents and instruments in writing generally or to sign specific
contracts, documents or instruments in writing.
16.2 Terms. The term "contracts, documents or instruments in writing" as
used in this By-law shall include but not be limited to deeds, mortgages,
hypothecs, charges, conveyances, transfers and assignments of property real
or person, immovable or movable, agreements, releases, receipts and
discharges for the payment of money or other obligations, conveyances,
transfer and assignments of shares, share warrants, stocks, bonds, debentures
or other securities and all paper writing.
PART 17 - CHEQUES, DRAFTS, NOTES, ETC.
17.1 Cheques, Drafts, Notes. All cheques, drafts or orders for the payment
of money and all notes and acceptance and bills of exchange shall be signed by
such officer or officers or person or persons, whether or not officers of the
Corporation and in such manner as the Board may from time to time designate
by resolution.
PART 18 - NOTICES
18.1 Delivery. Any notice or other document required by the Act, the
Regulations, the Letters Patent or the By-laws to be sent to any Member or
Director or to the auditor shall be delivered personally or sent by prepaid mail or
by electronic mail or facsimile to any such Member or Director at their latest
address as shown in the records of the Corporation and to the auditor at its
business address, or if no address be given therein then to the last address
of such Member or Director known to the Secretary; provided always that notice
may be waived or the time for the notice may be waived or abridged at any time
with the consent in writing of the person entitled thereto.
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18.2 Signature to Notices. The signature of any Director or officer of the
Corporation to any notice or document to be given by the Corporation may
be written, stamped, typewritten or printed or partly written, stamped,
typewritten or printed.
18.3 Computation of Time. Where a given number of days notice or notice
extending over a period is required to be given under the By-laws or Letters
Patent of the Corporation the day of service or posting of the notice shall not,
unless it is otherwise provided, be counted in such number of days or other
period.
18.4 Proof of Delivery. With respect to every notice or other document sent it
shall be sufficient to prove that the facsimile, electronic mail or envelope or
wrapper containing the notice or other document was properly addressed as
requested by the director and put into a Post Office or into a letter box or other
delivery queue. A certificate of an officer of the Corporation in office at the time
of the making of the certificate as to facts in relation to the sending or delivery of
any notice or other document to any Member, Director, officer or auditor, or
publication of any notice or other documents shall be conclusive evidence thereof
and shall be binding on every Member, Director, officer or auditor of the
Corporation as the case may be.
PART 19 - RULES AND REGULATIONS
19.1 Rules and Regulations. The Board may prescribe such rules and
regulations not inconsistent with the By-laws relating to the management and
operation of the Corporation and of the matters provided for in these By-laws
as they may deem expedient, and such rules and regulations shall have
force and effect until repealed by the Board at any time or by the Members at a
meeting of the Members.
PART 20 - BY-LAWS
20.1 By-laws. The Board may from time to time enact By-laws relating in
any way to the Corporation or to the conduct of its affairs, including, but not
limited to, By-laws providing for application for supplementary letters patent, and
may from time to time by By-law amend, repeal or re-enact the By-laws but no
By-law shall be effective until sanctioned by Special Resolution at a meeting of
the Members duly called for the purpose of considering same and the repeal or
amendment of By-laws not embodied in the Letters Patent shall not be
enforced or acted upon until the approval of the Minister of Industry, Science
and Technology in respect thereof has been obtained.
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PART 21 -AUDITORS
21.1 Auditors. The Members shall at each annual meeting appoint an
auditor to audit the accounts of the Corporation for report to Members who
shall hold office until the next following annual meeting; provided, however, that
the Directors may fill any casual vacancy in the office of the auditor. The
remuneration of the auditor shall be fixed by the Board.
PART 22 -FINANCIAL YEAR
22.1 Financial Year. The financial year of the Corporation shall be as the
Directors may from time to time by resolution determine.
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