BY-LAW NO. 1. A By-law relating generally to the conduct of the affairs of

Transcription

1 BY-LAW NO. 1 A By-law relating generally to the conduct of the affairs of ASSOCIATION DES COLLÈGES COMMUNAUTAIRES DU CANADA/ ASSOCIATION OF CANADIAN COMMUNITY COLLEGES

2 Table of Contents Page ARTICLE 1 INTERPRETATION Definitions Interpretation Language ARTICLE 2 GENERAL Registered Office Corporate Seal Fiscal Year Execution of Documents Banking Annual Financial Statements Invalidity of any Provisions of this By-law ARTICLE 3 MEMBERS Membership Classes Eligibility - Class A Members Admission and Term Class A Members Rights of Class A Members Regional Representation Class A Members Eligibility, Admission, Rights and Termination Class B Membership Membership Dues Transferability of Membership Voting Delegates Termination of Class A Membership Withdrawal of Class A Members Discipline of Class A Members Effect of Termination and Suspension... 7 ARTICLE 4 ACCC ASSOCIATES Entitlement Eligibility Rights and Services Termination of Associate Status Associate Dues ARTICLE 5 CORPORATION AFFILIATES Entitlement Eligibility Rights and Services Termination of Affiliate Status Affiliate Dues Table of Contents i

3 ARTICLE 6 MEETINGS OF MEMBERS Place of Meetings Annual Meetings Special Meetings Notice of Meetings Waiving Notice Persons Entitled to be Present Chair of the Meeting Quorum Participation at Meetings by Telephone or Electronic Means Meeting Held by Electronic Means Absentee Voting Votes to Govern Show of Hands Ballots Resolution in Lieu of Meeting ARTICLE 7 DIRECTORS Duty to Supervise Management Board Composition Qualifications Election and Term Maximum Terms Vacancy Resignation Removal Director s Statement Filling Vacancies Executive Committee Other Committees Remuneration and Expenses Borrowing Powers ARTICLE 8 MEETINGS OF DIRECTORS Place and Frequency of Meetings Regular Meetings Calling of Meetings Right of President and CEO to Attend Meetings Notice of Meeting First Meeting of New Board Quorum No Alternate Directors Resolutions in Writing Participation at Meeting by Telephone or Electronic Means Chair of the Meeting Votes to Govern Table of Contents ii

4 ARTICLE 9 OFFICERS Officers Appointment Term and Vacancies Removal of Officers Remuneration of Officers Description of Officers ARTICLE 10 CONFLICT OF INTEREST Compliance with Act Conflict of Interest Policy ARTICLE 11 PROTECTION OF DIRECTORS, OFFICERS AND OTHERS Indemnification of Directors and Officers Insurance ARTICLE 12 NOTICES Method of Giving Notices Omissions and Errors Waiver of Notice ARTICLE 13 SPECIAL RESOLUTIONS Special Resolution ARTICLE 14 BY-LAWS AND EFFECTIVE DATE By-laws and Effective Date Previous Act, etc Table of Contents iii

5 BY-LAW NO. 1 A By-law relating generally to the conduct of the affairs of ASSOCIATION DES COLLÈGES COMMUNAUTAIRES DU CANADA / ASSOCIATION OF CANADIAN COMMUNITY COLLEGES (the Corporation ) BE IT ENACTED as a By-law of the Corporation as follows: ARTICLE 1 INTERPRETATION 1.1 Definitions. In this By-law and all other By-laws and resolutions of the Corporation, unless the context otherwise requires: (d) (e) (f) (g) (h) (j) Act means the Canada Not-for-profit Corporations Act S.C. 2009, c.23, including the Regulations made pursuant to the Act, and any statute or regulations that may be substituted, as amended from time to time; Articles means the original or restated articles of incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement or revival of the Corporation; Board means the Board of Directors of the Corporation; By-laws means this By-law and all other By-laws of the Corporation as amended and which are, from time to time, in force and effect; Class A Member means an institution admitted as a Class A Member of the Corporation in accordance with Section 3.3 of the By-laws; Class B Member means the person admitted as the Class B Member of the Corporation in accordance with Section 3.6 of the By-laws; Director means a member of the Board and includes an Elected Internal Director and an Elected Public Director; Elected Internal Director means a Director of the Corporation elected in accordance with subsection 7.2 of the By-laws; Elected Public Director means a Director of the Corporation elected in accordance with subsection 7.2 of the By-laws; Meeting of Members includes an annual meeting of Members and a special meeting of Members; By-Law No. 1 1

6 (k) (l) (m) (n) (o) (p) (q) Members includes Class A Members and the Class B Member. Ordinary Resolution means a resolution passed by a majority of not less than 50% plus 1 of the votes cast on that resolution; Region means a region described in section 3.5 of the By-laws; Regulations means the regulations made under the Act, as amended, restated or in effect from time to time; Special Business shall have the meaning ascribed to it in paragraph 6.2(v) of the By-laws; Special Resolution means a resolution passed by a majority of not less than two-thirds (2/3) of the votes cast on that resolution; Voting Delegate means an individual appointed by a Class A Member in accordance with subsection 3.4 to attend and vote on such Member s behalf at a Meeting of Members and who meets the eligibility requirements described in subsection Interpretation. In the interpretation of this By-law, unless the context otherwise requires, the following rules shall apply: (d) except where specifically defined in the By-law, words, terms and expressions appearing in this By-law shall have the meaning ascribed to them under the Act; words importing the singular number only shall include the plural and vice versa; the word person shall mean an individual, body corporate, a partnership, a trust, a joint venture or an unincorporated association or organization; and 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 of the By-laws or to be deemed in any way to clarify, modify or explain the effect of any such terms or provisions. 1.3 Language. The French and English languages shall possess and enjoy equality of status and equal rights and privileges as to their use in all affairs of the Corporation. By-Law No. 1 2

7 ARTICLE 2 GENERAL 2.1 Registered Office. The registered office of the Corporation shall be in the province of Ontario, and at such place therein as the Board shall determine from time to time. 2.2 Corporate Seal. The seal, an impression of which is stamped in the margin hereof, shall be the corporate seal of the Corporation. 2.3 Fiscal Year. The fiscal year of the Corporation shall end on March 31 st of each year or as otherwise set by the Board. 2.4 Execution of Documents. Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring execution by the Corporation may be signed by: any two (2) of the following officers: the Chair of the Board, the Vice- Chair of the Board, and the President and CEO; or any one of the officers described in paragraph 2.4 together with any one Director. The Board may also from time to time direct the manner in which and the person or persons by whom a particular document or type of document shall be executed. 2.5 Banking. The banking business of the Corporation shall be transacted at such bank, trust company or other firm or corporation carrying on a banking business in Canada or elsewhere as the Board may designate, appoint or authorize from time to time by resolution. The banking business or any part of it shall be transacted by one or more officers of the Corporation and/or other persons as the Board may by resolution from time to time designate, direct or authorize. 2.6 Annual Financial Statements. The Corporation may, instead of sending copies of the annual financial statements and other documents referred to in subsection 172(1) of the Act to the Members, give notice to its Members stating that the annual financial statements and documents provided in subsection 172(1) are available at the registered office of the Corporation and any Member may, on request, obtain a copy of such documents free of charge at the registered office or by prepaid mail. 2.7 Invalidity of any Provisions of this By-law. The invalidity or unenforceability of any provision of this By-law shall not affect the validity or enforceability of the remaining provisions of this By-law. By-Law No. 1 3

8 ARTICLE 3 MEMBERS 3.1 Membership Classes. The Corporation is authorized to establish two (2) classes of membership, namely Class A membership and Class B membership. 3.2 Eligibility - Class A Members. Class A Membership in the Corporation shall be institutional and, subject to subsections 3.2 and 3.2, shall be available only to colleges, institutes, cégeps, polytechnics, polytechnic universities, university colleges, universities that operate with a college mandate and other similar post-secondary institutions. The post-secondary institutions described in subsection 3.2 shall not be eligible for membership in the Corporation unless they: deliver post-secondary programs of the academic standard as set out by the appropriate jurisdictional authorities; and operate as an integral part of a federal, provincial or territorial government s educational activities and are funded substantially through that government. Additional eligibility requirements for Class A membership in the Corporation may be established by resolution of the Board. 3.3 Admission and Term Class A Members. A post-secondary institution described in subsection 3.2 that applies for Class A membership in the Corporation shall become a Class A Member upon such application being accepted by Ordinary Resolution of the Board or in such other manner as may be determined by the Board. A Class A Member s term of membership is for one (1) year, renewable annually provided that such Member continues to meet the conditions provided in section 3.2 and is not in arrears of payment of any membership dues. 3.4 Rights of Class A Members. Subject to subsection 3.4 of the By-laws, a Class A Member is entitled to receive notice of, attend and vote at a Meeting of Members. Subject to section 3.9 of the By-laws, a Class A Member is entitled to appoint up to five (5) Voting Delegates who shall be entitled to attend and vote at a Meeting of Members on such Member s behalf. Each Voting Delegate so appointed shall have the right to exercise one (1) vote at a Meeting of Members. By-Law No. 1 4

9 A Class A Member is entitled to services of the Corporation as determined by the Board. 3.5 Regional Representation Class A Members. For the purpose of nominating the Directors, the Class A Members of the Corporation shall be divided into the following six (6) regions: (iii) (iv) (v) (vi) British Columbia and the Yukon; Alberta and the Northwest Territories; Manitoba, Saskatchewan and Nunavut; Ontario; Quebec; and New Brunswick, Nova Scotia, Newfoundland and Labrador, and Prince Edward Island. A Class A Member located within the geographic boundaries of a Region shall be registered as a Member of such Region. 3.6 Eligibility, Admission, Rights and Termination Class B Membership. (d) The only person eligible to be a Class B Member shall be the Chair of the Board of the Corporation. The Chair of the Board may be admitted as a Class B Member of the Corporation by Ordinary Resolution of the Board. If admitted, the Class B Member shall be entitled to attend Meetings of Members and to elect up to four (4) Elected Public Directors in accordance with subsection 7.2, but, except as otherwise provided by the Act, the Class B Member shall not be entitled to vote at a Meeting of Members. The Board shall have authority to terminate the membership of the Class B Member for any reason that the Board in its sole and absolute discretion considers to be reasonable, having regard to the purpose of the Corporation. Otherwise, the Class B Member shall automatically cease to be a Member when he or she ceases to be the Chair of the Board. 3.7 Membership Dues. The annual membership dues payable to the Corporation by the Class A Members shall be determined by the Board, and levied in accordance with such terms and conditions as shall be determined by the Board. If admitted to the membership, no dues shall be payable by the Class B Member. By-Law No. 1 5

10 3.8 Transferability of Membership. The interest of a Member in the Corporation is not transferable. 3.9 Voting Delegates. The following persons may be appointed by a Class A Member as a Voting Delegate: (iii) the Chief Executive Officer of a Class A Member or a person designated in writing by and in lieu of such Chief Executive Officer; administrators, students, faculty and staff of a Class A Member; representatives of the community served by a Class A Member. A Class A Member shall give written notice of the name(s) of its Voting Delegate(s) to the Chair (or a person designated by the Chair for such purpose) and shall give similar notice, as soon as reasonably possible prior to any Meeting of Members, of any change in its delegation. The Chair (or designate) shall keep and maintain a register of all Voting Delegates Termination of Class A Membership. A Class A membership in the Corporation is terminated when: (d) (e) (f) a Class A Member s term of membership expires; a Class A Member is dissolved or otherwise ceases to exist; a Class A Member fails to maintain the eligibility requirements described in section 3.2 of the By-laws; a Class A Member withdraws from the Corporation in accordance with section 3.11 of the By-laws; a Class A Member is expelled in accordance with section 3.12 of the By-laws; the Corporation is liquidated or dissolved pursuant to the Act Withdrawal of Class A Members. Any Class A Member intending to withdraw from the Corporation shall notify the President and CEO in writing. A withdrawal shall be effective at the time it is received by the Corporation or at the time specified in the notice, whichever is later, provided that in either case the withdrawing Class A Member shall remain liable for any membership dues payable to the Corporation for the then current fiscal year of the Corporation. By-Law No. 1 6

11 3.12 Discipline of Class A Members. The Board shall have the authority to suspend or expel any Class A Member for any one or more of the following grounds: (iii) breaching any provision of the Articles, By-laws, or written policies of the Corporation; carrying out any conduct which may be detrimental to the Corporation, as determined by the Board in its sole discretion; for any other reason that the Board in its sole and absolute discretion considers to be reasonable, having regard to the purpose of the Corporation. (d) (e) In the event that the Board determines that a Class A Member should be expelled or suspended from membership in the Corporation, the President and CEO or the Chair shall provide twenty (20) days notice of suspension or expulsion to such Member and shall provide reasons for the proposed suspension or expulsion. The Class A Member may make written submissions to the President and CEO or the Chair, as may be designated by the Board, in response to the notice received within such twenty (20) day period. In the event that no written submissions are received by the President and CEO or the Chair, the President and CEO or the Chair may notify the Class A Member that such Member is suspended or expelled from membership in the Corporation. If written submissions are received in accordance with this section, the Board will consider such submissions in arriving at a final decision and shall notify the Class A Member concerning such final decision within a further twenty (20) days from the date of receipt of the submissions. The Board s decision shall be final and binding on the Class A Member, without any further right of appeal Effect of Termination and Suspension A Class A Member whose membership has been terminated or suspended for any reason set out in Section 3.12 above (the Exiting Member ) shall pay to the Corporation, on or before the date on which the termination or suspension, as the case may be, takes effect, all membership dues payable to the Corporation for the then current fiscal year of the Corporation levied up to the effective date of termination or suspension. The rights of a Class A Member cease to exist on termination of the membership. By-Law No. 1 7

12 ARTICLE 4 ACCC ASSOCIATES 4.1 Entitlement. The Corporation may accept as ACCC Associates organizations representing groups whose primary purpose is education or training, and whose mission/mandate is consistent with those of the Corporation, but which are not eligible for membership in the Association. 4.2 Eligibility. The Board shall have the right to determine the conditions required for an organization to be eligible to become an ACCC Associate. 4.3 Rights and Services. Organizations approved as ACCC Associates are entitled to Corporation services as determined by the Board, but are not eligible to vote on Corporation matters, to hold elective office in the Corporation, or to claim or advertise that they are Members of the Corporation. ACCC Associates shall also have the right to attend the annual meeting of Members, but not other meetings of Members. 4.4 Termination of Associate Status. Any organization intending to terminate its Associate status with the Corporation shall notify the President and CEO in writing. Associate status may be withdrawn at the discretion of the Board of Directors after the Associate has been given ninety (90) days written notice. 4.5 Associate Dues. The annual dues payable to the Corporation by Associates shall be determined by the Board of Directors, and levied in accordance with such terms and conditions as shall be determined by the Board. ARTICLE 5 CORPORATION AFFILIATES 5.1 Entitlement. The Board of Directors may invite other organizations that wish to support the aims, goals, programs or services of the Corporation to become Affiliates of the Corporation. 5.2 Eligibility. The nature, conditions and length of such affiliations shall be determined by the Board. 5.3 Rights and Services. Organizations invited to be Affiliates of the Corporation are entitled to Corporation services as determined by the Board, but are not eligible to vote on Corporation matters or to hold elective office in the Corporation. Affiliates of the Corporation shall also have the right to attend the annual meeting of Members, but not other meetings of Members. 5.4 Termination of Affiliate Status. Any organization intending to terminate its Affiliate status with the Corporation shall notify the President and CEO in writing. Affiliate status may be withdrawn at the discretion of the Board of Directors. By-Law No. 1 8

13 5.5 Affiliate Dues. The annual dues payable to the Corporation by Affiliates of the Corporation shall be determined by the Board of Directors, and levied in accordance with such terms and conditions as shall be determined by the Board. ARTICLE 6 MEETINGS OF MEMBERS 6.1 Place of Meetings. Meetings of Members shall be held at the head office of the Corporation or at any place within Canada determined by the Board or, if all of the Members entitled to vote at such meeting so agree, outside Canada, and, subject to section 6.2, on such day or days and at such time or times as the Board shall appoint. 6.2 Annual Meetings. The Board shall call an annual meeting no later than fifteen (15) months after the last preceding annual meeting but not later than six (6) months after the end of the Corporation s preceding financial year. The Board shall call an annual meeting of Members for the purpose of: (iii) (iv) (v) considering the report of the Board and the report from the regional meetings that are held within the Annual Conference; considering the financial statements and/or reports of the public accountant required by the Act to be presented at the meeting; electing Directors; appointing a public accountant, if required under Part 12 of the Act, and transacting such other business as may properly be brought before the meeting or is required under the Act; and conducting any other business ( Special Business ), if any, provided that the requirements of subsection 6.4 have been complied with. 6.3 Special Meetings. The Board may at any time call a special meeting of Members for the transaction of any business which may properly be brought before the Members. The Board shall call a special meeting of Members on written requisition of Members carrying not less than five per cent (5%) of the voting rights. If the Directors do not call a meeting within twenty-one (21) days of receiving the requisition referred to in Subsection 6.3, any Member who signed the requisition may call the meeting. By-Law No. 1 9

14 6.4 Notice of Meetings. Notice of the time and place of a Meeting of Members shall be sent to the following: (iii) (iv) to each Member entitled to vote at the meeting; to each Director; to the public accountant of the Corporation; and to such other persons entitled to attend a Meeting of Members in accordance with the By-laws. Notice of the time and place of a Meeting of Members shall be given to each of the persons set out in subsection 6.4 by the following means: by mail, courier or personal delivery, during a period of 21 to 60 days before the day on which the meeting is to be held; or by telephonic, electronic or other communication facility, during a period of 21 to 35 days before the day on which the meeting is to be held. Notice of a Meeting of Members at which Special Business is to be transacted shall: state the nature of the Special Business in sufficient detail to permit the Members entitled to vote at such meeting to form a reasoned judgment on the business to be transacted; and provide the text of any Special Resolution or By-law to be submitted to the meeting. (d) In accordance with subsection 197(1) of the Act, a Special Resolution of the Class A Members is required to make any amendment to the By-laws to change the manner of giving notice to Members entitled to vote at a Meeting of Members. 6.5 Waiving Notice. A person entitled to notice of a Meeting of Members may in any manner and at any time waive notice of a Meeting of Members, and attendance of any such person at a Meeting of Members is a waiver of notice of the meeting, except where the Act provides otherwise. 6.6 Persons Entitled to be Present. The only persons entitled to be present at a Meeting of Members shall be: those entitled to vote at the meeting; the authorized representatives of the Members; By-Law No. 1 10

15 (d) (e) the Directors, officers and authorized employees of the Corporation; the public accountant of the Corporation; and such other persons who are entitled or required under any provision of the Act, Articles or By-laws of the Corporation to be present at the meeting. Any other person may be admitted only on the invitation of the Chair or with the consent of the meeting. 6.7 Chair of the Meeting. In the event that the Chair of the Board or the Vice-Chair of the Board is absent, the Members who are present and entitled to vote at the meeting shall choose one of their number to chair the meeting. 6.8 Quorum. A quorum at any Meeting of Members (unless a greater number of Members are required to be present by the Act) shall consist of not less than twenty-five (25) Voting Delegates present at the meeting. If a quorum is present at the opening of a Meeting of Members, the Members present may proceed with the business of the meeting even if a quorum is not present throughout the meeting. 6.9 Participation at Meetings by Telephone or Electronic Means. Any person entitled to attend a Meeting of Members may participate in the meeting using telephonic, electronic or other communications means that permit all participants to communicate adequately with each other during the meeting, if the Corporation makes available such a communication facility or the person in question has access to such a communication facility. A person participating in the meeting by any such means shall be deemed present at that meeting. A person participating by telephonic, electronic or other communication facility may vote by any such means if the facility, when necessary, can be adapted so that the votes can be gathered in a manner that permits their subsequent verification and permits the tallied votes to be presented to the Corporation without it being possible for the Corporation to identify how a particular Member or group of Members voted Meeting Held by Electronic Means. If the Directors or Members call a Meeting of Members, those Directors or Members, as the case may be, may determine that the meeting shall be held, in accordance with the Act, entirely by means of a telephonic, an electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting Absentee Voting. Subject to compliance with the Act, in addition to voting in person, every Member entitled to vote at a Meeting of Members may vote by any of the following means: By-Law No. 1 11

16 by appointing a proxy holder or one or more alternate proxy holders who need not be Members, as the Member s nominee to attend and act at the meeting in the manner and to the extent and with the authority conferred by the proxy, subject to the following requirements: a proxy is valid only at the meeting in respect of which it is given or at a continuation of that meeting after an adjournment; a Member may revoke a proxy by depositing an instrument or act in writing executed by the Member (A) (B) at the registered office of the Corporation no later than the last business day preceding the day of the meeting, or the last business day preceding the day of the continuation of that meeting after an adjournment of that meeting, at which the proxy is to be used, or with the Chair on the day of the meeting or the day of the continuation of that meeting after an adjournment of that meeting; (iii) (iv) a proxy holder or an alternate proxy holder has the same rights as the Member by whom they were appointed, including the right to speak at a Meeting of Members in respect of any matter, to vote by way of ballot at the meeting, to demand a ballot at the meeting and, except where a proxy holder or an alternate proxy holder has conflicting instructions from more than one Member, to vote at the meeting by way of a show of hands; if a form of proxy is created by a person other than the Member, the form of proxy shall: (A) indicate, in bold-face type: (1) the meeting at which it is to be used; (2) that the Member may appoint a proxy holder, other than a person designated in the form of proxy, to attend and act on their behalf at the meeting; and (3) instructions on the manner in which the Member may appoint the proxy holder; (B) (C) (D) contain a designated blank space for the date of the signature; provide a means for the Member to designate some other person as proxy holder, if the form of proxy designates a person as proxy holder; provide a means for the Member to specify that the membership registered in their name is to be voted for or against each matter, or By-Law No. 1 12

17 group of related matters, identified in the notice of meeting, other than the appointment of a public accountant and the election of Directors; (E) (F) provide a means for the Member to specify that the membership registered in their name is to be voted or withheld from voting in respect of the appointment of a public accountant or the election of Directors; and state that the membership represented by the proxy is to be voted or withheld from voting, in accordance with the instructions of the Member, on any ballot that may be called for and that, if the Member specifies a choice under subparagraph (D) or (E) with respect to any matter to be acted on, the membership is to be voted accordingly; (v) (vi) (vii) a form of proxy may include a statement that, when the proxy is signed, the Member confers authority with respect to matters for which a choice is not provided in accordance with subparagraph 6.11(iv) only if the form of proxy states, in bold-face type, how the proxy holder is to vote the membership in respect of each matter or group of related matters; if a form of proxy is sent in electronic form, the requirements that certain information be set out in bold-face type are satisfied if the information in question is set out in some other manner so as to draw the addressee s attention to the information; and a form of proxy that, if signed, has the effect of conferring a discretionary authority in respect of amendments to matters identified in the notice of meeting or other matters that may properly come before the meeting must contain a specific statement to that effect. by using a mailed-in ballot in the form provided by the Corporation provided that the Corporation has a system that enables the votes to be gathered in a manner that permits their subsequent verification and permits the tallied votes to be presented to the Corporation without it being possible for the Corporation to identify how each Member voted; or by means of a telephonic, electronic or other communication facility, if the facility enables the votes to be gathered in a manner that permits their subsequent verification and permits the tallied votes to be presented to the Corporation without it being possible for the Corporation to identify how each Member voted Votes to Govern. At any Meeting of Members, all questions proposed for consideration of the Members shall be determined by an Ordinary Resolution of the Voting Delegates, unless otherwise provided by the Act or the By-laws of the Corporation. In case of an By-Law No. 1 13

18 equality of votes, the Chair shall not have a second or casting vote and the motion shall be deemed defeated Show of Hands. Subject to the Act and section 6.14 of these By-laws, except where a secret ballot is demanded, voting on any question proposed for consideration at a Meeting of Members shall be by show of hands, and a declaration by the chair of the meeting as to whether or not the question or motion has been carried and an entry to that effect in the minutes of the meeting shall, in the absence of evidence to the contrary, be evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the motion Ballots. For any question proposed for consideration at a Meeting of Members, either before or after a vote by show of hands has been taken, two (2) Voting Delegates may demand a secret ballot. The demand for a secret ballot may be withdrawn. If a secret ballot is demanded and the demand is not withdrawn, such a secret ballot shall be taken in such manner as the chair of the meeting directs and the decision of the Members entitled to vote on the question shall be determined by the result of such ballot Resolution in Lieu of Meeting. Subject to subsection 6.15: 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; and a resolution in writing dealing with all matters required by the Act to be dealt with at a Meeting of Members, and signed by all the Members entitled to vote at that meeting, satisfies all the requirements of the Act relating to that Meeting of Members. A resolution of Members in lieu of a meeting shall not permitted where a Director or the public accountant of the Corporation submits a written statement that is required to be considered at a Meeting of Members in accordance with subsections 131(1) or 187(4) of the Act. A copy of every resolution referred to in subsection 6.15 above shall be kept with the minutes of Meetings of Members. ARTICLE 7 DIRECTORS 7.1 Duty to Supervise Management. Subject to the Act and the Articles, the Board shall supervise the management of the activities and affairs of the Corporation. By-Law No. 1 14

19 7.2 Board Composition. Elected Internal Directors. Twelve (12) Directors, who may be known as Elected Internal Directors, shall be elected by the Class A Members on the basis of nominations from the Class A Members as follows: (iii) (iv) (v) (vi) Two (2) Directors shall be elected from the list of nominees put forward by the Class A Members belonging to the region of British Columbia and the Yukon; Two (2) Directors shall be elected from the list of nominees put forward by the Class A Members belonging to the region of Alberta and the Northwest Territories; Two (2) Directors shall be elected from the list of nominees put forward by the Class A Members belonging to the region of Manitoba, Saskatchewan and Nunavut; Two (2) Directors shall be elected from the list of nominees put forward by the Class A Members belonging to the Region of Ontario; Two (2) Directors shall be elected from the list of nominees put forward by the Class A Members belonging to the region of Quebec; Two (2) Directors shall be elected from the list of nominees put forward by the Class A Members belonging to the region of New Brunswick, Nova Scotia, Newfoundland and Labrador, and Prince Edward Island. Elected Public Directors. Up to four (4) additional Directors, who may be known as Elected Public Directors, may be elected on the basis of nominations from the Board by the Class B Member. 7.3 Qualifications. The following persons are disqualified from being a Director: (iii) (iv) (v) anyone who is less than 18 years of age; anyone who has been declared incapable by a court in Canada or in another country; a person who is not an individual; a person who has the status of bankrupt; in the case of an Elected Internal Director, (A) a person who is not a Chief Executive Officer of a Class A Member; and By-Law No. 1 15

20 (B) a person who is not among the list of nominees proposed by the Class A Members in accordance with subsection 7.2 of the these By-laws. (vi) in the case of an Elected Public Director, (A) (B) a person who is in the employment of a Class A Member; and a person who is not among the list of nominees proposed by the Board in accordance with subsection Election and Term. Subject to the provisions of these By-laws, the Directors shall be elected by the Members at each annual meeting of Members at which an election of Directors is required. An Elected Internal Director shall be elected to hold office for a term of three (3) years. An Elected Public Director shall be elected to hold office for a term of two (2) years. 7.5 Maximum Terms. In this section 7.5, extraordinary resolution means a resolution that is consented to by not less than three-fourths (3/4) of the total number of Directors in office. Subject to subsections 7.5 and 7.5(d), any Director who has served two (2) consecutive terms of office shall not normally be eligible for re-election to the Board until a period of at least one (1) year has elapsed since the end of that Director s second consecutive term in office. The Board may, by extraordinary resolution, allow a Director who has served two (2) consecutive terms of office to be eligible for re-election to the Board: for the purpose of that Director succeeding to the office of Chair or serving as Chair; or if the Board determines, in extraordinary circumstances, that a third term is in the best interests of the Corporation. (d) Where a Director is appointed to fill an unexpired term of a Director such partial term shall be excluded from the calculation of the maximum years of service. By-Law No. 1 16

21 7.6 Vacancy. A Director ceases to hold office when the Director dies, resigns, is removed from office by the Members in accordance with section 7.8 of these By-laws, or becomes disqualified to serve as Director. 7.7 Resignation. A Director may resign from office by giving a written resignation to the Corporation and such resignation becomes effective when received by the Corporation or at the time specified in the resignation, whichever is later. 7.8 Removal. The Class A Members may, by Ordinary Resolution passed at a Meeting of Members, remove an Elected Internal Director from office before the expiration of such Director s term and, subject to subsections 7.10 of these By-laws, may elect a qualified individual to fill the resulting vacancy and to hold office for the remainder of the term left vacant, failing which such vacancy may, subject to subsection 7.10 of these By-laws, be filled by the Board. The Class B Member may remove an Elected Public Director from office before the expiration of such Director s term and, subject to subsection 7.10(d) of these By-laws, may elect a qualified individual to fill the resulting vacancy and to hold office for the remainder of the term left vacant. 7.9 Director s Statement. A Director is entitled to submit to the Corporation a written statement giving reasons for resigning or for opposing the removal or replacement of the Director if a meeting is called for that purpose. If a Director submits such a statement, the Corporation shall, in accordance with Section 131 of the Act, immediately give notice to the Members of the statement and immediately send a copy of the statement to Corporations Canada Filling Vacancies Subject to the Act and to subsections 7.10 and 7.10(d) of these By-laws, the Board may, by Ordinary Resolution, appoint a qualified individual to fill a vacancy on the Board and to hold office for the remainder of the term left vacant, otherwise such vacancy shall be filled at the next annual Meeting of Members. Notwithstanding Subsection 7.10 of this By-law, if there is not a quorum of Directors or if a vacancy results from either a change to the minimum or maximum number of Directors provided in the Articles or a failure to elect the number of Directors required to be elected at any Meeting of Members, the Directors then in office shall call a special Meeting of Members to fill the vacancy and, if they fail to call a meeting or if there are no Directors then in office, the meeting may be called by any Class A Member. Any vacancy occurring in a position held by an Elected Internal Director shall be filled as follows: By-Law No. 1 17

22 (iii) (iv) (v) (vi) in the case of an Elected Internal Director elected in accordance with paragraph 7.2 of these By-laws, the vacancy shall be filled only from a list of nominees put forward by the Class A Members belonging to the Region of British Columbia and the Yukon; in the case of an Elected Internal Director elected in accordance with paragraph 7.2 of these By-laws, the vacancy shall be filled only from a list of nominees put forward by the Class A Members belonging to the Region of Alberta and the Northwest Territories; in the case of an Elected Internal Director elected in accordance with paragraph 7.2(iii) of these By-laws, the vacancy shall be filled only from a list of nominees put forward by the Class A Members belonging to the Region of Manitoba, Saskatchewan and Nunavut; in the case of an Elected Internal Director elected in accordance with paragraph 7.2(iv) of these By-laws, the vacancy shall be filled only from the list of nominees put forward by the Class A Members belonging to the Region of Ontario; in the case of an Elected Internal Director elected in accordance with paragraph 7.2(v) of these By-laws, the vacancy shall be filled only from the list of nominees put forward by the Class A Members belonging to the Region of Quebec; and in the case of an Elected Internal Director elected in accordance with paragraph 7.2(vi) of these By-laws, the vacancy shall be filled only from the list of nominees put forward by the Class A Members belonging to the Region of New Brunswick, Nova Scotia, Newfoundland and Labrador, and Prince Edward Island. (d) Any vacancy occurring in a position held by an Elected Public Director shall be filled only from a list of nominees put forward by the Board Executive Committee. The Board shall appoint from their number an Executive Committee and delegate to such committee any of the powers of the Board except those which may not be delegated by the Board pursuant to Subsection 138(2) of the Act (which includes matters that require member approval, filling vacancies on the Board, approving financial statements, amending By-laws and establishing contributions to be paid by Members). The Executive Committee shall consist of the Chair of the Board, the Vice-Chair of the Board, and three (3) Directors appointed annually by and from the Board, and such other Directors as the Board may from time to time appoint. By-Law No. 1 18

23 (d) Executive Committee members, with the exception of the Chair and the Vice- Chair shall be subject to removal by Ordinary Resolution of the Board. Unless otherwise determined by the Board, such a committee shall have the power to fix its quorum at not less than a majority of its Members, to elect its chair and to otherwise regulate its procedure according to its mandate Other Committees. The Board may from time to time appoint any other committee or advisory body, as it deems necessary or appropriate for such purposes and, subject to the Act, with such powers as the Board shall see fit. Any such committee may formulate its own rules of procedure, subject to such regulations or directions as the Board may from time to time make. Any committee member may be removed by Ordinary Resolution of the Board. The Board may fix any remuneration for committee members Remuneration and Expenses. No Director shall be entitled to receive remuneration for acting as such, provided that a Director may receive reimbursement for reasonable expenses incurred on behalf of the Corporation in their respective capacities as a Director Borrowing Powers. The Board may, without authorization of the Members: (d) borrow money on the credit of the Corporation; issue, reissue, sell, pledge or hypothecate debt obligations of the Corporation; give a guarantee on behalf of the Corporation to secure performance of an obligation of any person; and mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the corporation, owned or subsequently acquired, to secure any debt obligation of the corporation. ARTICLE 8 MEETINGS OF DIRECTORS 8.1 Place and Frequency of Meetings. Meetings of the Board may be held at the registered office of the Corporation or at any other place within or outside of Canada as the Board may determine. There shall be at least two (2) meetings of the Board per calendar year. 8.2 Regular Meetings: The Board may appoint, by Ordinary Resolution, 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 of 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 except if the purpose of the meeting or the business to be transacted thereat relates to a matter specified in Section 138(2) of the Act (which includes matters that require member approval, filling vacancies on the Board, approving financial statements, amending By-laws and establishing contributions to be paid by Members), in which case a notice setting out the purpose of By-Law No. 1 19

24 the meeting or the business to be transacted shall be given in accordance with Section 8.5 of the By-laws. 8.3 Calling of Meetings. Meetings of the Board may be called by the Chair or the Vice- Chair, or by the President and CEO on direction in writing of six (6) Directors. 8.4 Right of President and CEO to Attend Meetings. Subject to Subsection 8.4, the President and CEO shall have the right to attend and, in a non-voting capacity, to participate in all meetings of the Board and all committees thereof. The President and CEO shall have the right to receive notice of all Board and Board committee meetings and all Board and Board committee packages and other information and reports that the Corporation delivers to the Directors for the purpose of such meeting. Unless the Board decides otherwise, the President and CEO shall not have the right to attend and participate in a meeting of the Board or a committee of the Board at which the President and CEO s performance and/or compensation will be discussed, nor shall the President and CEO have the right to receive any packages, information and/or reports that the Corporation delivers to the Directors for the purpose of such meeting. 8.5 Notice of Meeting. Subject to subsection 8.4 of these By-laws, notice of the time and place for the holding of a meeting of the Board shall be given in the manner provided in Section 12.1 to every Director and the President and CEO not less than twentyfour (24) hours before the time when the meeting is to be held. Notice of a meeting of the Board shall not be necessary if all of the Directors are present, and none objects to the holding of the meeting, or if those absent have waived notice of or have otherwise signified their consent to the holding of such meeting. Notice of an adjourned meeting is not required if the time and place of the adjourned meeting is announced at the original meeting. Notice of a meeting of the Board is not required to set out the purpose of the meeting or the business to be transacted unless it relates to a matter specified in Section 138(2) of the Act (which includes matters that require member approval, filling vacancies on the Board, approving financial statements, amending By-laws and establishing contributions to be paid by Members). 8.6 First Meeting of New Board. Provided that a quorum of Directors is present, a newlyelected Board may, without notice, hold its first meeting immediately following the Meeting of Members at which such Board is elected. By-Law No. 1 20

25 8.7 Quorum. A majority of the number of incumbent Directors constitutes a quorum at any meeting of the Board. For the purpose of determining quorum, a Director may be present in person, or, if authorized under section 8.10, by teleconference and/or by other electronic means. 8.8 No Alternate Directors. No person shall act for an absent Director at a meeting of the Board. 8.9 Resolutions in Writing. A resolution in writing, signed by all the Directors entitled to vote on that resolution at a meeting of Directors or of a committee of Directors, shall be as valid as if it had been passed at a meeting of Directors or committee of Directors. A copy of every such resolution in writing shall be kept with the minutes of the proceedings of the Directors or committee of Directors Participation at Meeting by Telephone or Electronic Means. A Director may, if all Directors are in agreement and have provided their consent, participate in a meeting of Directors or of a committee of Directors using telephonic, electronic or another communication facility that permits all participants to communicate adequately with each other during the meeting. A Director participating in the meeting by such means shall be deemed for the purposes of the Act to have been present at that meeting Chair of the Meeting. In the event that the Chair or Vice-Chair is absent, the Directors who are present shall choose one of their number to chair the meeting Votes to Govern. (d) At all meetings of the Board, every question shall be decided by a majority of the votes cast on the question. Each Director shall have one vote. All votes at any such meeting shall be taken by ballot if so demanded by any Director present but, if no demand be made, the vote shall be taken in the usual way by a show of hands. A declaration by the Chair of the Board that a resolution has been carried and an entry to that effect in the minutes shall be admissible in evidence as prima facie proof of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. In case of an equality of votes, the Chair shall not have a second or casting vote and the motion shall be deemed defeated. ARTICLE 9 OFFICERS 9.1 Officers. The officers of the Corporation shall include: the Chair of the Board; By-Law No. 1 21

26 the Vice-Chair of the Board; and the President and CEO; and may include any such other officers as the Board may appoint in accordance with subsection 9.2 of these By-laws. 9.2 Appointment (d) The Chair of the Board and the Vice-Chair of the Board shall be appointed by the Board from among the Elected Internal Directors at the first meeting of the Board held following an annual Meeting of Members. The President and CEO shall be independently retained by the Corporation as an employee. The Board may from time to time appoint such other officers and agents as it shall deem necessary who shall have such authority and shall perform such duties as may from time to time be prescribed by the Board. Either the Chair of the Board or the Vice-Chair of the Board shall have French as a working language and the other shall have English as a working language. 9.3 Term and Vacancies. Officers, other than the President and CEO, shall hold office for a term of one (1) year from the date of their appointment. Notwithstanding the foregoing, each incumbent officer, other than the President and CEO, shall continue in office until the earlier of: (iii) (iv) (v) that officer s resignation, which resignation shall be effective at the time the written resignation is received by the Board or at the time specified in the resignation, whichever is later; the appointment of a successor; the date upon which that officer ceases to be a Director, if being a Director is a necessary qualification of appointment; that officer s removal; that officer s death. If the office of any officer of the Corporation, other than the President and CEO, becomes vacant, the Directors shall forthwith, by Ordinary Resolution, appoint a person to fill such vacancy for the balance of the term. By-Law No. 1 22