Be it enacted and it is hereby enacted as a by-law of

 

THE DOUGLAS COLDWELL LAYTON FOUNDATION

LA FONDATION DOUGLAS COLDWELL LAYTON

(hereinafter called the "Corporation")

 

SECTION ONE

General

1.01 Definitions - In this by-law and all other by-laws and special resolutions of the Corporation unless the context otherwise requires:

  1. "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;
  2. "articles" means the original or restated articles of incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement or revival of the Corporation;
  3. “board" means the board of directors of the Corporation and “director” means a member of the board;
  4. "by-law* means this by-law and any other by-law of the Corporation as amended and which are, from time to time, in force and effect;
  5. "meeting of members' includes an annual meeting of members or a special meeting of members; “special meeting of members” includes a meeting of any class or classes of members and a special meeting of all members entitled to vote at an annual meeting of members;
  6. "ordinary resolution" means a resolution passed by a majority of not less than 50% plus 1 of the votes cast on that resolution;
  7. “proposal” means a proposal submitted by a member of the Corporation that meets the requirements of section 163 (Shareholder Proposals) of the Act;
  8. "Regulations" means the regulations made under the Act, as amended, restated or in effect from time to time; and
  9. "special resolution” means a resolution passed by a majority of not less than two-thirds (2/3) of the votes cast on that resolution.

Other than as specified above, words and expressions defined in the Act have the same meanings when used herein,

1.02 Interpretation - In all by-laws of the Corporation, where the context so requires or permits, the singular shall include the plural and the plural the singular; the word “person” shall include an individual, partnership, corporation, executor, administrator and legal representative, and the masculine or feminine shall include all genders.

1.03 Corporate Seal - The Corporation may have a corporate seal in the form approved from time to time by the board. If a corporate seal is approved by the board, the Secretary of the Corporation shall be the custodian of the corporate seal.

1.04 Execution of Instruments - Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring execution by the Corporation shall be signed by any two of the President, Vice-presidents, Treasurer and Secretary, and all contracts, documents and instruments in writing so signed shall be binding upon the Corporation without any further authorization or formality. In addition, the board may from time to time direct the manner in which and the person or persons by whom a particular document or type of document shall be executed. Any person authorized to sign any document may affix the corporate seal (if any) to the document Any signing officer may certify a copy of any instrument, resolution, by-law or other document of the Corporation to be a true copy thereof.

1.05 Fiscal and Operating Year - The fiscal year of the Corporation shall end on the 31st day of December in each year.

1.06 Banking Arrangements - 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 an officer or officers of the Corporation and/or other persons as the board may by resolution from time to time designate, direct or authorize.

1.07 Annual Financial Statements - The Corporation may, instead of sending copies of the annual financial statements and other documents referred to in subsection 172(1) (Annual Financial Statements) of the Act to the members, publish a 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 free of charge at the registered office or by prepaid mail.

1.08 Borrowing - The directors of the Corporation may, without authorization of the members:

  1. borrow money on the credit of the Corporation;
  2. issue, reissue, sell, pledge or hypothecate debt obligations of the Corporation;
  3. give a guarantee on behalf and
  4. 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.

SECTION TWO

Membership

2.01 Membership Conditions - In accordance with the articles, there shall be one class of members in the Corporation, Membership in the Corporation shall be available to an individual interested in furthering the Corporation's purpose and who has been admitted into membership by the Secretary in accordance with the rules for membership in the Corporation. Each member shall be promptly informed by the Secretary of their admission as a member

2.02 Rules for Membership- Individual membership shall be open to every resident of Canada, regardless of race, colour, religion, sex, gender identity or expression, sexual orientation, or national origin. In order to stand for nomination to the board of directors and vote at a meeting of the members an individual must be a member of the Corporation for on or before the thirty fifth (35th) calendar day before the meeting. The Executive Director may, in consultation with the Board of Directors, ensure the presence of neutral persons to deal with challenges to the member registration process and/or chair the meeting and/or chair the Balloting Committee.

2.03 Membership Fees - Members shall be notified in writing of the membership fees at any time payable by them and, if any are not paid within ninety (90) days of the membership renewal date, the members in default shall thereupon cease to be members of the Corporation. Membership rights, including holding office and voting at meetings of members may not be exercised by any person whose fees are not fully paid for the then current fiscal year.

2.04 Resignation of Members - Any member may withdraw from the Corporation by delivering to the Corporation a written resignation and lodging a copy of same with the Secretary of the Corporation. A resignation shall be effective from acceptance thereof by the board. In the case of resignation, a member shall remain liable for payment of any outstanding membership dues levied or which became payable by the member to the Corporation prior to such person's resignation.

2.05 Discipline of Members - The board shall have authority to suspend or expel any member from the Corporation for any one or more of the following grounds:

  1. violating any provision of the articles, by-laws, or Rules and Regulations of the Corporation;
  2. carrying out any conduct which may be detrimental to the Corporation as determined by the board in its sole discretion;

In the event that the board determines that a member should be expelled or suspended from membership in the Corporation, the Secretary, or such other officer as may be designated by the board, shall provide twenty (20) days notice of suspension or expulsion to the member and shall provide reasons for the proposed suspension or expulsion. The member may make written submissions to the Secretary, or such other officer 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 Secretary, or such other officer as may be designated by the board, may proceed to notify the member that the 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 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 member, without any further right of appeal.

2.06 Termination of Membership - A member shall cease to be a member of the Corporation when:

  1. the member dies;
  2. a member fails to maintain any qualifications for membership described in the section on membership conditions of these by-laws;
  3. the member resigns;
  4. the member's term of membership, if any, expires;
  5. the member's membership is terminated in accordance with the articles or by-laws; or
  6. the Corporation is liquidated or dissolved under the Act.

2.07 Effect of Termination of Membership - Subject to the articles, upon any termination of membership, the rights of the member, including any rights in the property of the Corporation, automatically cease to exist

2.08 Membership Transferabilitv - Membership in the Corporation is not transferable.

SECTION THREE

Meetings of Members

3.01 Annual Meeting of Members - The directors of the Corporation shall call an annual meeting of members not later than six (6) months after the Corporation's preceding financial year end.

3.02 Place of Meeting of Members - Meetings of members shall be held at the registered office of the Corporation or such other place in Canada as the Executive Committee may determine.

3.03 Notice - Notice of the time and place of a meeting of members shall be given to each member entitled to vote at the meeting by the following means:

  1. by mail, courier or personal delivery to each member entitled to vote at the meeting, during a period of 21 to 60 days before the day on which the meeting is to be held; or
  2. by telephonic, electronic or other communication facility to each member entitled to vote at the meeting, during a period of 21 to 35 days before the day on which the meeting is to be held.

3.04 Requisition of Meeting by Members - The board shall call a special meeting of members in accordance with section 167 of the Act, on written requisition of members carrying not less than 5% of the voting rights. If the directors do not call a meeting within twenty-one (21) days of receiving the requisition, any member who signed the requisition may call the meeting.

3.05 Waiver of Notice - Any person who is entitled to notice of a meeting of members may waive notice, and attendance of the person at the meeting is a waiver of notice of the meeting, unless the person attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

3.06 Quorum - A quorum at any meeting of the members shall be fifteen (15) members entitled to vote at the meeting. No business shall be transacted at any meeting unless the requisite quorum be present at the time of the transaction of such business.

3.07 Votes to Govern - Subject to subparagraph 12.01 of these by-laws, at any meeting of members every question shall be determined by the majority of the votes cast on the question.

3.08 Absentee Voting - Pursuant to section 171(1) (Absentee Voting) of the Act, a member entitled to vote at a meeting of members may vote by mailed-in ballot or by means of a telephonic, electronic or other communication facility if the Corporation has a system that

  1. enables the votes to be gathered in a manner that permits their subsequent verification, and
  2. permits the tallied votes to be presented to the Corporation without it being possible for the Corporation to identify how each member voted.

3.09 Proxyvoting - Pursuant to Section 171(1) of the Act, a member entitled to vote at a meeting of members may vote by proxy by appointing in writing a proxyholder, and one or more alternate proxyholders,who are not required to be members, to attend and act at the meeting in the manner and to the extent authorized by the proxy and with the authority conferred by it subject to the Regulations. Where a proxy is used, it shall be in the following form:

“I, the undersigned member of the Douglas-Coldwell Foundation, hereby appoint _______________________ , or failing her/him ____________________________, as my proxy to attend the (annual or special) meeting of the members of the Corporation to be held on the ______________________________ (date) and all adjournments thereof and to act and vote for me and on my behalf in all matters which may come before the meeting in the same manner, to the same extent and with the same power as I could do if personally present thereat.

Dated the __________day of _______________________ , 20____."

The Secretary shall send to every member along with each notice of a meeting of members of the Corporation a form of proxy together with a return self-addressed envelope.

3.10 No member will hold more than ten (10) Proxy votes.

3.11 Participation by Electronic Means at Members' Meetings - If the Corporation chooses to make available a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during a meeting of members, any person entitled to attend such meeting may participate in the meeting by means of such telephonic, electronic or other communication facility in the manner provided by the Act. A person participating in a meeting by such means is deemed to be present at the meeting. Notwithstanding any other provision of this by-law, any person participating in a meeting of members pursuant to this section who is entitled to vote at that meeting may vote. in accordance with the Act, by means of any telephonic. electronic or other communication facility that the Corporation has made available for that purpose.

3.12 Chair of the Meeting - In the event that the President and the Vice-Presidents are absent, the members who are present and entitled to vote shall choose another director as chair 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,

3.13 Adjournment - With the consent of any meeting, the chair may adjourn such meeting from time to time and if a meeting is adjourned for less than thirty (30) days, no notice of such adjournment need be given to the members. If a meeting of members Is adjourned by one or more adjournments for an aggregate of thirty (30) days or more, notice of the adjourned meeting shall be given in the same manner as for an original meeting. 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.

SECTION FOUR

Directors

4.01 Number of Directors - The board shall consist of the number of directors specified in the articles. If the articles provide for a minimum and maximum number of directors, the board shall be comprised of the fixed number of directors as determined from time to time by resolution of the board.

4.02 Qualifications - Every director shall be a member of the Corporation and the following persons are disqualified from becoming a director of the Corporation:

  1. a person who is not an individual;
  2. anyone who is less than eighteen (18) years of age;
  3. anyone who has been declared incapable by a court in Canada or in another country;
  4. a person who has the status of a bankrupt;
  5. anyone who is an ineligible individual as that term is defined in subsection 149.1(1) of the Income Tax Act (Canada) as amended from time to time.

4.03 Election and Term Length - Subject to the articles, the members shall elect the directors following an application process where said member will have received the written endorsement of at least two (2) current Board of Director, both of which are of different genders than the other, that has been received by the Executive Director at least fifteen (15) days prior to each annual meeting of members at which an election of directors is required. The elected directors shall hold office for a term expiring not later than the close of the third annual meeting of members following the election.

4.04 Resignation of Directors - A resignation of a director becomes effective at the time a written resignation is sent to the Corporation or at the time specified in the resignation whichever is later.

4.05 Termination of Directors - A director of the Corporation ceases to hold office when the director becomes disqualified, dies, resigns, or is removed by ordinary resolution at a special meeting of members to remove any director(s) from office.

4.06 Vacancies - Subject to the Act, a quorum of directors may fill a vacancy among the directors, except a vacancy resulting from an increase in the number of the minimum or maximum number of directors provided for in the articles or a failure to elect the number or minimum number of directors provided for in the articles.

SECTION FIVE

Meetings of Directors

5.01 Calling of Meetings - There shall be at least two (2) meetings per year of the board. Meetings of the board may be called by the President or the Secretary on direction of the President or by the Secretary on direction in writing of five (5) directors.

5.02 Notice - Meetings of the board may be held at any time and place to be determined by the board provided that 48 hours notice of such meeting shall be given, other than by mail, to each director. Notice by mail shall be sent at least fifteen (15) days prior to the meeting. No error or omission in giving notice of any meeting of the board or any adjourned meeting of the board shall invalidate such meeting or make void any proceedings taken thereat and any director may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat.

5.03 Waiver of Notice - A director may waive notice of a meeting of directors. and attendance of a director at a meeting of directors is a waiver of notice of the meeting, except if the 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.

5.04 Quorum - A majority of directors in office, from time to time, shall constitute a quorum for meetings of the board.

5.05 Voting at Meetings - Each director is authorized to exercise one (1) vote. Questions arising in any meeting of directors shall be decided by a majority of votes. In case of an equality of votes, the chair at the meeting shall not have a second or casting vote.

5.06 Participation by Electronic Means - A director may participate in a meeting of directors or of a committee of directors by means of a telephonic, an electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting. A director so participating in a meeting is deemed for the purposes of this Act to be present at that meeting.

5.07 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 of a committee of directors, is as valid as if it had been passed at a meeting of directors or committee of directors.

SECTION SIX

Committees

6.01 Executive Committee - The board shall elect annually from among (heir number an Executive Committee composed of the Officers and such other members as they may by resolution determine and may delegate to such Executive Committee any powers of the board, subject to such restrictions, if any, as may be imposed from time to time by the board. Any Executive Committee member may be removed from the Executive Committee by a majority vote of the board.

6.02 Other Committees - The board may, subject to the Rules and Regulations of the Corporation, appoint other Standing or Ad Hoc committees, each composed of three or more members and each chaired by a member of the board, assigning to each such committee those duties and responsibilities as the board seems meet and may delegate to each such committee such power and authority as may be necessary for the carrying out of its terms of reference. Such duties, responsibilities, power and authority shall be specifically set out in the Rules and Regulations of the Corporation.

6.03 Meetings of the Executive Committee - Meetings of the Executive Committee may be held at any time and place as is determined by the members of such committee provided that 48 hours written notice of such meeting shall be given to each member of such committee. No error or omission in giving notice of any meeting of the Executive Committee shall invalidate such meeting or make void any proceedings taken thereat and any member of such committee may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat.

6.04 Other provisions applicable to committees:

  1. The quorum of any Committee shall be a majority thereof.
  2. Every member of the Executive Committee and of each standing committee shall hold office until the conclusion of the first board meeting following the next annual meeting.
  3. Every member of any ad hoc committee shall hold office until the completion of the task for which they were appointed or until the conclusion of the first board meeting following the next annual meeting, whichever comes first.
  4. No committee member shall receive remuneration for services as a committee member but nothing herein shall be construed to preclude any committee member from being paid expenses as provided in the Rules and Regulations of the Corporation for attendance at Committee meetings.

SECTION SEVEN

Officers 

7.01 Description of Offices - The officers of the Corporation shall be a President, two Vice-Presidents, a Secretary, a Treasurer, an Executive Director and such other officers as the board may by resolution determine and appoint.

7.02 Officers - The President, two Vice-Presidents, Secretary and Treasurer shall be elected at the first board meeting following each annual meeting of members of the Corporation. They shall hold office for one year from the date of appointment or election or until their successors are elected or appointed in their stead. An Executive Director and any other officer shall be appointed from time to time and for such terms as may be determined by the board.

  1. President - The President shall preside at all meetings of the Corporation and of the board and Executive Committee. He or she shall supervise the management of the affairs and business of the Corporation and see that all orders and resolutions of the board are carried into effect. The President shall, ex-officio, be a member of every committee.
  2. Vice-Presidents - Either of the Vice-Presidents may, in the absence of the President, perform the duties and exercise the powers of the President and shall perform such other duties as shall from time to time be required of him or her by the board.
  3. Treasurer - The Treasurer shall have custody of the Corporation's funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation and in such depositories as may be designated by the board from time to time. He or she shall, with the advice and assistance of the Executive Committee, invest the funds of the Corporation in such securities as are allowed by law, reporting thereon at the regular meetings of the board. Should the Treasurer be physically unable to attend a meeting, he or she shall arrange for a person, whether a member or not, who is cognizant of the Corporation's financial affairs, to attend the meeting, render a financial report and answer any questions thereon.

The Treasurer shall prepare an annual financial report which shall be audited and presented to the annual meeting. He or she shall make an interim financial report to each regular meeting of the board, which shall include, inter alia, a complete list of the securities held by the Corporation at the date of the report and an itemized list of expenditures made by the Corporation since the date of the last report.

Subject to subparagraph 7.05 of the these by-laws, the Treasurer shall engage such part or full-time bookkeeping or other assistance as may be necessary for the performance of the required duties.

The Treasurer and all employees or others handling corporate funds shall be bonded in amounts and with one or more sureties satisfactory to the board for faithful performance of the required duties.

The Treasurer shall perform such other duties as may be prescribed by the board.

  1. Secretary -The Secretary shall attend all sessions of the board and Executive Committee and all meetings of the members and shall record all votes and minutes of all proceedings in the books to be kept for that purpose. Should the Secretary be physically unable to attend a meeting, the remaining members of the board or Executive Committee, as the case may be, in attendance, shall appoint one of their number to record the votes and proceedings and prepare minutes of the meeting.

    The Secretary shall give or cause to be given notice of all meetings of the members and of the board and Executive Committee. The Secretary shall circulate resolutions for signature by officers or directors in counterpart as required.

    The Secretary shall keep the register of members and shall send or cause to be sent to every member a renewal notice when the membership is due for renewal.

    The Secretary shall be custodian of the seal of the Corporation (if any) which may be used only when authorized by a resolution of the board.

    The Secretary shall perform such other duties as may be prescribed by the board, including acting as Chief Executive Officer if no Executive Director is appointed.

(e) Executive Director - The Executive Director shall be the Chief Executive Officer of the Corporation and as such shall have the general and active management of the business of the Corporation. The Executive Director, if one is appointed, shall supervise the day to day operations and administration of the Corporation. The Board may, by resolution, delegate to the Executive Director the power to manage and direct the business and affairs of the Corporation and to employ and discharge agents and employees of the Corporation. The Executive Director shall conform to all lawful orders given by the Board of Directors of the Corporation and shall at all reasonable times give to the Board all information it may require  regarding the affairs of the Corporation.

7.03 Vacancy in Office - In the absence of a written agreement to the contrary, the board may remove, whether for cause or without cause, any officer of the Corporation. Unless so removed, an officer shall hold office until the earlier of:

  1. the officer's successor being appointed,
  2. the officer's resignation,
  3. such officer ceasing to be a director (if a necessary qualification of appointment) or
  4. such 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.

7.04 Remuneration of Officers - The remuneration of every officer, agent and employee shall be determined by the Executive Director, subject to approbation by a resolution of the Board.

SECTION EIGHT

Disclosure of Interest

8.01 Disclosure of interest - In accordance with the Act, a director or an officer of the Corporation shall disclose to the Corporation, in writing or by requesting to have it entered in the minutes, the nature and extent of any interest that the director or officer has in a material contract or material transaction, whether made or proposed, with the Corporation, if the director or officer

  1. is a party to the contract or transaction;
  2. is a director or an officer or an employee, or an individual acting in a similar capacity, of a party to the contract or transaction; or
  3. has a material interest in a party to the contract or transaction,

8.02 Time of disclosure for director - The disclosure required by subparagraph 7.01 of these bylaws shall be made, in the case of a director,

  1. at the meeting at which a proposed contract or transaction is first considered;
  2. if the director was not, at the time of the meeting referred to in paragraph (a), interested in the proposed contract or transaction, at the first meeting after the director becomes so interested;
  3. if the director becomes interested after a contract or transaction Is made, at the first meeting after the director becomes so interested; or
  4. if an individual who is interested in a contract or transaction later becomes a director, at the first meeting after the individual becomes a director.

8.03 Time of disclosure for officer - The disclosure required by subparagraph 7.01 of these bylaws shall be made, in the case of an officer who is not a director,

  1. immediately after the officer becomes aware that the contract, transaction, proposed contract or proposed transaction is to be considered or has been considered at a meeting;
  2. if the officer becomes interested after a contract or transaction is made, immediately after the officer becomes so interested; or
  3. if an individual who is interested in a contract or transaction later becomes an officer, immediately after the individual becomes an officer,

8.04 Time of disclosure for director or officer - If a material contract or material transaction, whether entered into or proposed. is one that, in the ordinary course of the Corporation's activities, would not require approval by the directors or members, a director or an officer shall, immediately after they become aware of the contract or transaction, disclose in writing to the Corporation, or request to have entered in the minutes, the nature and extent of their interest.

8.05 Voting - A director required to make a disclosure under subparagraph 7.01 of these by-laws shall not vote on any resolution to approve the contract or transaction unless the contract or transaction

  1. is for indemnity or insurance under section 151 of the Act; or
  2. is with an affiliate.

 

SECTION NINE

Indemnities to Directors and Others

9.01 Indemnification - 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

  1. all claims, demands, causes of action, costs, charges and expenses of every nature whatsoever (including any liability for taxes imposed by virtue of a payment under this indemnity) 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 such liability; and
  2. all other claims, demands. causes of action, costs (including counsel fees and disbursements), charges and expenses of every nature whatsoever which the director, officer or other person sustains or incurs in or about or in relation to the affairs thereof, except such claims, demand, causes of action, costs, charges or expenses as are occasioned by their own wilful neglect or default.

The Corporation shall also indemnify any such person in such other circumstances as the Act or law permit 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 Actor law,

SECTION TEN

Notices

10.01 Method of giving notice - Any notice (which term includes any communication or document), other than notice of a meeting of members or a meeting of the board of directors, to be given (which term includes sent, delivered or served) pursuant to (he Act, the articles, the by-laws or otherwise to a member, director, officer or member of a committee of the board or to the public accountant shall be sufficiently given;

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

or

  1. if provided in the form of an electronic document in accordance with Part 17 of the Act.

A notice so delivered shall be deemed to have been given when it is delivered personally or to the recorded address as aforesaid; a notice so mailed shall be deemed to have been given when deposited in a post office or public letter box; and a notice so sent by any means of transmitted or recorded communication shall be deemed to have been given when dispatched or delivered to the appropriate communication company or agency or its representative for dispatch. The Secretary may change or cause to be changed the recorded address of any member, director, officer, public accountant or member of a committee of the board in accordance with any information believed by the Secretary to be reliable. The declaration by the Secretary that notice has been given pursuant to this by-law shall be sufficient and conclusive evidence of the giving of such notice. The signature of any director or officer of the Corporation to any notice or other document to be given by the Corporation may be written, stamped, type-written or printed or party written, stamped, type-written or printed.

SECTION ELEVEN

Miscellaneous

11.01 Rules and Regulations - The board, or between its meetings and subject to its approval, the Executive Committee, may prescribe Rules and Regulations not inconsistent with these by-laws relating to the program and/or management of the affairs and property of the Corporation.

11.02 Omissions and Errors - The accidental emission to give any notice to any member, director, officer, member of a committee of the board or public accountant, or the non-receipt of any notice by any such person where the Corporation has provided notice in accordance with the by-laws or any error in any notice not affecting its substance shall not invalidate any action taken at any meeting to which the notice pertained or otherwise founded on such notice.

11.03 Invalidity of any Provision 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.

SECTION TWELVE

By-law Amendments

12.01 Amendments - In accordance with the articles, the board may not make, amend or repeal any by-laws that regulate the activities or affairs of the Corporation without having the by-law, amendment or repeal confirmed by the members by special resolution. The by-law, amendment or repeal is only effective on the confirmation of the members and in the form in which it was confirmed.

 

Approved by the members of the Corporation by special resolution on the 30th day of June, 2021.

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