Bylaws

The Corporation exists to promote excellence in journalism. The Corporation is the national voice of Canadian journalists and upholds the public’s right to know. The Corporation encourages and promotes investigative journalism.

In this by-law and all other by-laws of the Corporation, unless the context otherwise requires:

“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;

“associate members” are all those individuals permitted to join the association who do not meet the definitions of active membership as defined in these bylaws (Class B membership);

“board” means the board of directors of the Corporation and “director” means a member of the board;

“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;

“caucus” is created by resolution of the board to recognize members of the Corporation with a common interest. All members of the Corporation shall be eligible to join a caucus.

“chapters” are created by resolution of the Board to recognize members of the Corporation in a defined geographic area. All members of the Corporation living in the geographic area as defined by the Board of Directors shall, by virtue of membership in the Corporation, be members of that respective Chapter.

“media” are those businesses that publish or broadcast journalism in any format;

“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;

“members” includes all those individuals who meet the definitions of Class A membership as defined in these bylaws;

“ordinary resolution” (resolution) means a resolution passed by a majority of not less than 50% plus 1 of the votes case on that resolution;

“proposal” means a proposal submitted by a member of the Corporation that meets the requirements of section 163 (Shareholder Proposals) of the Act;

“Regions” shall be defined by the board for the purposes of determining eligibility for election to the board as a regional director, as:

1. British Columbia,
2. Alberta,
3. Saskatchewan,
4. Manitoba and Northwest Ontario,
5. Ontario,
6. Quebec,
7. Atlantic (New Brunswick, Prince Edward Island, Nova Scotia and Newfoundland and Labrador).
8. Northern Canada (Yukon, Northwest Territories and Nunavut)

“Regulations” means the regulations made under the Act, as amended, restated or in effect from time to time; and

“special resolution” means a resolution passed by a majority of not less than two-thirds (2/3) of the votes cast on that resolution.

In the interpretation of this by-law, words in the singular include the plural and vice-versa, words in one gender include all genders, and “person” includes an individual, body corporate, partnership, trust and unincorporated organization.

Other than as specified above, words and expressions defined in the Act have the same meanings when used in these by-laws.

The seal, an impression of which is stamped in the margin of this document, shall be the seal of the corporation. The secretary, president or executive director of the Corporation shall be the custodian of the corporate seal.

Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring execution by the Corporation may be signed by any two (2) of its officers. Unless otherwise authorized by a board resolution, only the president may bind the corporation. 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 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.

The financial year end of the Corporation shall be December 31 in each year.

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 of directors 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 of directors may by resolution from time to time designate, direct or authorize.

The directors of the Corporation may, without authorization of the members but after considering a resolution to do so,

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.

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.

Subject to the articles, there shall be two classes of members in the Corporation, namely, Class A members and Class B members. The board of directors of the Corporation may, by resolution, approve the admission of the members of the Corporation. Members may also be admitted in such other manner as may be prescribed by the board by resolution. The following conditions of membership shall apply:

Class A Members

1. Class A voting membership shall be available only to individuals who have applied and have been accepted for Class A voting membership in the Corporation.
2. The term of membership of a Class A voting member shall be annual, subject to renewal in accordance with the policies of the Corporation.
3. As set out in the articles, each Class A voting member is entitled to receive notice of, attend and vote at all meetings of members and each such Class A voting member shall be entitled to one (1) vote at such meetings.
4. Class A members of the corporation shall be individuals who, as determined by the board of directors of the corporation, are Canadian, or work in Canada, or work for Canadian-owned media, and:

• • whose salary comes primarily from, or time goes principally into, journalism or;
  • are managers of media enterprises or;
  • are teachers of journalism at a recognised post-secondary program or;
  • are students enrolled in a recognised post-secondary journalism program or who work in the student media on a regular basis during the academic year.
  • All other members of the Corporation shall be associate (Class B) members.

Class B Members

1. Class B non-voting membership shall be available only to individuals who work in Canada, have applied and have been accepted for Class B non-voting membership in the Corporation.
2. The term of membership of a Class B non-voting member shall be annual, subject to renewal in accordance with the policies of the Corporation.
3. Subject to the Act and the articles, a Class B non-voting member shall not be entitled to receive notice of, attend or vote at meetings of the members of the Corporation.

Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendments to this section of the by-laws if those amendments affect membership rights and/or conditions described in paragraphs 197(1)(e), (h), (l) or (m).

A membership may only be transferred to the Corporation. Pursuant to Section 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to add, change or delete this section of the by-laws.

Each Chapter shall have an annual general meeting of members of that Chapter.

A Chapter shall have executive of not fewer than 3 and not more than 10 individuals, elected by the members of that Chapter at the annual general meeting of the Chapter. All active members of the Corporation who are members of that Chapter are eligible to sit as members of the executive of that Chapter, provided they meet the requirements of Class A membership. All active members of the Corporation within the chapter’s defined geographic area shall receive at least two weeks notice, by mail or electronically, of the annual general meeting of the Chapter.

The officers of a Chapter shall be, at least, a president, vice-president and secretary-treasurer.

A Chapter of the Corporation may use the name of the Corporation in identifying itself to the public as a Chapter of the Corporation and may speak publicly on behalf of members of that Chapter. All policies of a Chapter and public statements by a Chapter must comply with the policies of the Corporation as determined by the Board of Directors of the Corporation.

A Chapter shall not charge members of the Corporation a membership fee. However Chapters, at the direction of the Board of Directors of the Corporation, may be authorized to collect and remit to the Corporation membership fees of the Corporation. A Chapter shall provide a discount to all members of the Corporation at all activities it holds.

If a Chapter retains its own funds, it shall do so in a financial institution and report to the treasurer of the Corporation on its financial status at the end of each calendar year or as otherwise directed by the treasurer of the Corporation. At least 2 members of the board of directors of the Chapter shall authorize any expenditure of funds belonging to the Chapter. The executive director of the Corporation shall also be a signing authority for all Chapter accounts held in a financial institution.

Chapters may retain control over all money, other than the annual membership fee of the Corporation, collected by a Chapter, provided it remits to the Corporation each year an amount as determined by the Board of Directors of the Corporation in consultation with the Board of Directors of the Chapter.

Subject to the following, the Corporation shall be liable for any debts incurred by a Chapter: The executive director or treasurer of the Corporation shall be notified in advance by a Chapter of any individual expenditure by the Chapter of $1,000 or more; Any expenditure that would leave a Chapter in a deficit of more than $1,000 shall be approved in advance by the executive director or the treasurer of the Corporation; Any expenditure by a Chapter that conflicts with the policies of the Corporation as determined by the Board of Directors of the Corporation must be approved in advance by the president and treasurer of the Corporation or a majority of the executive committee of the Corporation.

The Board of Directors of the Corporation may, at its sole discretion, revoke its permission to the members in that area to form or continue a Chapter. Upon such revocation, the Chapter shall cease to have all the rights and powers as a Chapter of the Corporation described herein, and the Corporation shall thereupon cease to be liable for the debts of that Chapter incurred following revocation.

Each Caucus shall name one member who will act as both spokesperson for the Caucus and liaison between the Board of Directors and Caucus members.

The spokesperson shall be selected by a vote by Caucus members by mail or email, at a meeting of Caucus members at one of the national conferences, or at an annual general meeting of the Caucus.

A Caucus of the Corporation may use the name of the Corporation in identifying itself to the public as a Caucus of the Corporation and may speak publicly on behalf of members of that Caucus. All policies of a Caucus and public statements by a Caucus must comply with the policies of the Corporation, as determined by the Board of Directors of the Corporation.

A Caucus may charge members of the Caucus a fee, in addition to membership fees of the Corporation, as determined by the Board of Directors of the Corporation.

All members of the Corporation shall pay the same fee to gain admittance to all events sponsored by a Caucus.

The Corporation shall retain the funds of a Caucus in a financial institution and the treasurer of the Corporation shall report to the Board of Directors of the Corporation on the financial status of each Caucus at the end of each calendar year or as otherwise directed by the Board of Directors of the Corporation.

Subject to the following, the Corporation shall be liable for any debts incurred by a Caucus: The executive director or treasurer of the Corporation shall be notified in advance by a Caucus of any individual expenditure by the Caucus of $1,000 or more; Any expenditure that would leave a Caucus in a deficit of more than $1,000 shall be approved in advance by the executive director or the treasurer of the Corporation; Any expenditure by a Caucus that conflicts with the policies of the Corporation as determined by the Board of Directors of the Corporation must be approved in advance by the president and treasurer of the Corporation or a majority of the executive committee of the Corporation.

The Board of Directors of the Corporation may, at its sole discretion, revoke its permission to the members of a Caucus to form or continue a Caucus. Upon such revocation, the Caucus shall cease to have all rights and powers as a Caucus of the Corporation described herein, and the Corporation shall thereupon cease to be liable for the debts of that Caucus incurred following revocation.

Notice of the time and place of a meeting of members shall be given to each member entitled to vote at the meeting 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. If a member requests that the notice be given by non-electronic means, the notice will be sent by mail, courier or personal delivery.

Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to the by-laws of the Corporation to change the manner of giving notice to members entitled to vote at a meeting of members.

The board of directors 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.

Pursuant to section 171(1) (Absentee Voting) of the Act, a member entitled to vote at a meeting of members may vote 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.

Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to the by-laws of the Corporation to change this method of voting by members not in attendance at a meeting of members.

Members shall be notified in writing of the membership dues at any time payable by them and, if any are not paid by the membership renewal date the members would be in default and shall automatically cease to be members of the Corporation.

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.

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.

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 written policies of the Corporation;
2. carrying out any conduct which may be detrimental to the Corporation as determined by the board in its sole discretion;
3. 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.

In the event that the board determines that a member should be expelled or suspended from membership in the Corporation, the president, 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 president, 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 president, the president, 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.

Subject to the Regulations under the Act, any proposal may include nominations for the election of directors if the proposal is signed by not less one member entitled to vote at the meeting at which the proposal is to be presented.

The member who submitted the proposal shall pay the cost of including the proposal and any statement in the notice of meeting at which the proposal is to be presented unless otherwise provided by ordinary resolution of the members present at the meeting.

Subject to compliance with section 159 (Place of Members’ Meetings) of the Act, meetings of the members may be held 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.

Members, non-members, directors and the public accountant of the Corporation are entitled to be present at a meeting of members. However, only those members entitled to vote at the members’ meeting according to the provisions of the Act, articles and by-laws are entitled to cast a vote at the meeting.

In the event that the chair of the board and the vice-chair of the board are absent, the president shall chair the meeting. In the event that the president is also absent, the members who are present and entitled to vote at the meeting shall choose one of their number to chair the meeting.

At least five (5) active members of the corporation, all personally present, shall constitute a quorum for an annual general meeting or special general meeting of members, provided said meeting was properly advertised in advance as to date, place and time. If there are less than twenty (20) active members at any time then the quorum for such meetings shall be two (2) or more active members personally present.

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.

At any meeting of members every question shall, unless otherwise provided by the articles or by-laws or by the Act, be determined by a majority of the votes cast on the questions. In case of an equality of votes either on a show of hands or on a ballot or on the results of electronic voting, the chair of the meeting in addition to an original vote shall have a second or casting vote.

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.

If the directors or members of the Corporation call a meeting of members pursuant to the Act, those directors or members, as the case may be, may determine that the meeting shall be held, in accordance with the Act and the Regulations, entirely by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting.

The affairs of the Corporation shall be managed by a Board of Directors of not fewer than three (3) directors and not more than 24 directors. From time to time, the Board of Directors may fix the number of directors.

Each director so elected shall hold office until the election of his/her successor unless he/she resigns or his/her office becomes vacant by death or other cause. A retiring director shall be eligible for re-election if otherwise qualified.

a) Chapter Directors

Any Chapter with 50 or more active members at the end of the preceding calendar year shall be entitled to elect one (1) Chapter Director. The executive of a Chapter with more than 50 or more active members at the end of the preceding calendar year shall, if such Chapter chooses to elect a Chapter Director, choose a chief returning officer to conduct the election of such Chapter Director. This individual must meet the provisions of Class A membership.

The Chapter’s chief returning officer shall set the date, place and time, either at the Chapter’s Annual General Meeting or any other Special Meeting called for that purpose, for the election of a Chapter Director. All active members of the Corporation living in the area of the Chapter, as defined by the Corporation’s Board of Directors, shall be directly informed, by letter or electronically, of said meeting at least 14 days before any vote for the position of Chapter Director. Nominations for the position of Chapter Director shall be open, including an opportunity to make nominations at said meeting, until specifically closed prior to the actual vote.

All active members of the Chapter shall be entitled to vote for such Chapter Director. The chief returning officer of the Chapter shall forthwith notify the executive director or president of the Corporation the identity of the Chapter Director. All expenses associated with the election of a Chapter Director shall be paid by that Chapter.

The term of office of a Chapter Director shall begin upon their election and run until the commencement of the next Annual General Meeting of the Chapter, providing this term does not exceed 18 months.

b) Regional Directors

If a Region of the Corporation has no Chapters with 50 or more active members, it shall be entitled to elect a Regional Director, provided that such directors shall be either:

i) Chapter Directors, where Chapters have elected Chapter Directors; or

ii) Regional Directors.

Each Regional Director must be an active member of the Corporation living in that Region and meet the requirements of Class A membership. Each Regional Director shall be elected by a majority of votes cast by active members of the Corporation living in that Region. The vote shall be conducted by a ballot mailed, through the post or electronically, to all active members of the Corporation living in that Region at least 30 days prior to each Annual General Meeting of the Corporation. Ballots must be received by the Chief Returning Officer of the Corporation at least 5 business days prior to each Annual General Meeting of the Corporation.

If there are no candidates for a Regional Director prior to the Annual General Meeting of the Corporation, an election may be held in conjunction with that meeting by active members of the Region present at the Annual General Meeting where the Board of Directors of the Corporation determines in its discretion there are sufficient members of the Region present.

All Regional Directors shall be elected for a term of two (2) years. However, except as otherwise provided herein, if at the end of the first calendar year of the term of a Regional Director, a Chapter in the Region has 50 or more members, the Regional Director shall cease to hold office at the next Annual General Meeting of the Corporation and the Chapter shall be entitled to elect a Chapter Director as described above.

c) National Directors

In addition to the Chapter and Regional Directors, there shall also be five (5) National Directors. Any active member of the Corporation who is neither a Chapter Director nor Regional Director may stand for election as a National Director. Such individuals must meet the eligibility requirements of Class A membership.

The nomination and election of National Directors shall take place prior to the Annual General Meeting of the Corporation, provided that the National Directors shall be elected on a rotating basis such that 2 National Directors each are elected in years ending with odd numbers and 3 National Directors each are elected in years ending with even numbers. The voting for the election of National Directors of the Corporation shall be conducted by secret ballot and be supervised by the Chief Electoral Officer of the Corporation.

d) Past President

In addition to the Chapter Directors, Regional Directors or National Directors, the president of the Corporation, as chosen by the Board of Directors of the Corporation, shall automatically be a member of the Board of Directors of the Corporation for the term following his/her term as president.

e) Director-at-Large

The directors of the corporation may, by resolution, appoint a director-at-large. This individual must meet the conditions of Class A membership.

The term of office for any director-at-large is from the date of appointment until the date of the next Annual General Meeting of the Corporation.

Meetings of the board may be called by the chair of the board, the vice-chair of the board, the president or any two (2) directors at any time. If the Corporation has only one director, that director may call and constitute a meeting.

Notice of the time and place for the holding of a meeting of the board shall be given in the manner provided in the section on giving notice of meeting of directors of this by-law to every director of the Corporation not less than 5 days before the time when the meeting is to be held.

Notice of a meeting 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. Unless the by-law otherwise provides, no notice of meeting need specify the purpose or the business to be transacted at the meeting except that a notice of meeting of directors shall specify any matter referred to in subsection 138(2) (Limits on Authority) of the Act that is to be dealt with at the meeting.

As soon as is practical after the annual general meeting of members in each year there shall be held a meeting of such of the newly elected directors, provided they constitute a quorum, for the election or appointment of officers of the Corporation and for the transaction of such other business as may come before the meeting.

There shall be at least three meetings of the board of directors each calendar year, whether in person or by teleconference or other electronic means that are feasible.

At all meetings of the board, every question shall be decided by a majority of the votes cast on the question. In case of an equality of votes, the chair of the meeting in addition to an original vote shall have a second or casting vote.

The board may from time to time appoint any committee or other 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 resolution of the board of directors.

The board may designate the offices of the Corporation, appoint officers on an annual or more frequent basis, specify their duties and, subject to the Act, delegate to such officers the power to manage the affairs of the Corporation. A director may be appointed to any office of the Corporation. An officer may, but need not be, a director unless these by-laws otherwise provide. Two or more offices may be held by the same person.

Unless otherwise specified by the board (which may, subject to the Act modify, restrict or supplement such duties and powers), the offices of the Corporation, if designated and if officers are appointed, shall have the following duties and powers associated with their positions:

a. Chair of the Board

The chair of the board, if one is to be appointed, shall be a director. The chair of the board, if any, shall, when present, preside at all meetings of the board of directors and of the members. The chair shall have such other duties and powers as the board may specify.

b. Vice-Chair of the Board

The vice-chair of the board, if one is to be appointed, shall be a director. If the chair of the board is absent or is unable or refuses to act, the vice-chair of the board, if any, shall, when present, preside at all meetings of the board of directors and of the members. The vice-chair shall have such other duties and powers as the board may specify.

c. President

If appointed, the president or co-presidents shall be the chief executive officer(s) of the Corporation and, subject to the control of the Directors, shall supervise, administer and manage the affairs of the Corporation generally. Only the president or co-presidents, or any person designated by them, shall be empowered to act and/or make statements and commitments in the name of the corporation. In the event of the absence, inability or failure of the chairperson of the board to act, the president or any of the co-presidents shall preside at all meetings of the Board of Directors and of the members. The president or co-presidents shall exercise such other powers and authority and perform such other duties as may from time to time be prescribed by the directors of the Corporation. The president or co-presidents will serve a minimum two-year term.

d. Secretary

If appointed, the secretary shall attend and be the secretary of all meetings of the board, members and committees of the board. The secretary shall enter or cause to be entered in the Corporation’s minute book, minutes of all proceedings at such meetings; the secretary shall give, or cause to be given, as and when instructed, notices to members, directors, the public accountant and members of committees; the secretary shall be the custodian of all books, papers, records, documents and other instruments belonging to the Corporation.

e. Treasurer

If appointed, the treasurer shall have such powers and duties as the board may specify.

f. Executive director

If appointed, the executive director shall, subject to the control of the president, or co-presidents, manage the operations of the Corporation generally.

The executive director, if appointed, shall:

1. i) attend to the giving and service of all notices of the Corporation;
2. ii) keep a copy of the letters patent of the Corporation and the minutes of all meetings of the directors and of the members and of any executive committee in a book or books to be kept for that purpose;
3. iii) keep in safe custody the corporate seal of the Corporation;
4. iv) have charge of the records of the Corporation, including the books containing the names, alphabetically arranged, of all persons who are and have been members of the Corporation, together with the address and calling of every such person, while such member, as far as can be ascertained and the names, addresses and callings of all persons who are, or have been, directors of the Corporation, with the several dates on which each became or ceased to be, a director, together with such other books and records as the directors may direct;
5. v) be responsible for the keeping and filing of all other books, reports, certificates and documents required by law to be kept and filed by the Corporation.

If no executive director is appointed, the duties specified above (i though v) shall be performed by the secretary, president or chair.

1. vi) deposit all moneys and other valuable effects of the Corporation in the name and to the credit of the Corporation in such banks or other depositaries as the directors may from time to time designate;
2. vii) shall render to the treasurer, whenever so directed, an account of the financial condition of the Corporation, and as soon as possible after the close of each fiscal year, he/she shall make and submit to the treasurer a like report for such fiscal year; and
3. viii) he/she shall have charge and custody of and be responsible for the keeping of the books of account.

If no executive director is appointed, the duties specified above (vi through viii) shall be performed by the treasurer. He/she shall exercise such other powers and authority and perform such other duties as may from time to time be prescribed by the directors or by the president or co-presidents.

The powers and duties of all other officers of the Corporation shall be such as the terms of their engagement call for or the board or president requires of them. The board may from time to time and subject to the Act, vary, add to or limit the powers and duties of any officer.

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.

In case of any vacancy occurring in the position of Chapter Director, the executive of the Chapter shall appoint any other active member of the Corporation who is a member of that Chapter as its Chapter Director for the purposes described herein and any Chapter Director so appointed shall hold office for the balance of the term of the Chapter Director that he/she replaces.

In case of any vacancy occurring in the position of Regional Director, the directors then in office will contact all Class A members eligible to serve as Regional Director and request interested members to submit written statements indicating their interest in serving as Regional Director. The board will then, by the affirmative vote of a majority of such remaining directors as may be present at the meeting, shall have power to select a candidate. If no member indicates interest the board may at any time and from time to time to appoint any other active member of the Corporation residing in that region as a director and any director so appointed shall hold office until the election of his/her successor, unless his/her office shall again become vacant. In the case of any vacancy occurring in the position of Regional Director within two months of when election for that Regional Director seat would be held, the board may exercise, by the affirmative vote of a majority of such remaining directors as may be present at the meeting, elect to keep the Regional Director seat vacant until the election.

In case of any vacancy occurring in the position of National Director, the directors then in office, will contact all Class A members eligible to serve as National Director and request interested members to submit written statements indicating their interest in serving as Regional Director. The board will then, by the affirmative vote of a majority of such remaining directors as may be present at the meeting, shall have power to select a candidate. If no member indicates interest the board may at any time and from time to time to appoint any other active member of the Corporation as a director and any director so appointed shall hold office until the election of his/her successor, unless his/her office shall again become vacant. In the case of any vacancy occurring in the position of National Director within two months of when election for that National Director seat would be held, the board may exercise, by the affirmative vote of a majority of such remaining directors as may be present at the meeting, elect to keep the National Director seat vacant until the election.

A vote of the board to remove a board member should only be used in the rarest of circumstances such as if a board member is not fulfilling the Minimum Board Duties Policy.

This procedure must be followed to formally remove a board member for any reason:

• A minimum of seven days notice in advance of the vote must be given. Notice may be sent to the board members’ email addresses on file.
• The vote requires a two-thirds majority of the board members present at the meeting to pass.
• If the board votes to remove a member that member must be provided with notice of the vote and given twenty (20) days to appeal the board’s decision by providing a written submission to the President or their designate.
• If no appeal is received within the twenty (20) days the President or their designate will inform the board member that they have been removed.
• If a written submission requesting an appeal is received the board will hold a subsequent vote determining whether to uphold the earlier decision to remove the member. That vote requires a two-thirds majority of the members present to pass.
• If the board decides to remove the member at this point that decision shall be final and binding on the member, without any further right of appeal.

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 the 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 shownin the last notice that was sent by the Corporation in accordance with section 128 (Notice of directors) or134 (Notice of change of directors);
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
4. 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 partly written, stamped, type-written or printed.

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.

The accidental omission 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.

Disputes or controversies among members, directors, officers, committee members, or volunteers of the Corporation are as much as possible to be resolved in accordance with mediation and/or arbitration as provided in the section on dispute resolution mechanism of this by-law.

In the event that a dispute or controversy among members, directors, officers, committee members or volunteers of the Corporation arising out of or related to the articles or by-laws, or out of any aspect of the operations of the Corporation is not resolved in private meetings between the parties then without prejudice to or in any other way derogating from the rights of the members, directors, officers, committee members, employees or volunteers of the Corporation as set out in the articles, by-laws or the Act, and as an alternative to such person instituting a law suit or legal action, such dispute or controversy shall be settled by a process of dispute resolution as follows:

• The dispute or controversy shall first be submitted to a panel of mediators whereby the one party appoints one mediator, the other party (or if applicable the board of the Corporation) appoints one mediator, and the two mediators so appointed jointly appoint a third mediator. The three mediators will then meet with the parties in question in an attempt to mediate a resolution between the parties.
• The number of mediators may be reduced from three to one or two upon agreement of the parties.
• If the parties are not successful in resolving the dispute through mediation, then the parties agree that the dispute shall be settled by arbitration before a single arbitrator, who shall not be any one of the mediators referred to above, in accordance with the provincial or territorial legislation governing domestic arbitrations in force in the province or territory where the registered office of the Corporation is situated or as otherwise agreed upon by the parties to the dispute. The parties agree that all proceedings relating to arbitration shall be kept confidential and there shall be no disclosure of any kind. The decision of the arbitrator shall be final and binding and shall not be subject to appeal on a question of fact, law or mixed fact and law.

All costs of the mediators appointed in accordance with this section shall be borne equally by the parties to the dispute or the controversy. All costs of the arbitrators appointed in accordance with this section shall be borne by such parties as may be determined by the arbitrators.

This section does not apply to a by-law that requires a special resolution of the members according to subsection 197(1) (fundamental change) of the Act because such by-law amendments or repeals are only effective when confirmed by members.

Subject to the articles, the board of directors may, by resolution, make, amend or repeal any by-laws that regulate the activities or affairs of the Corporation. Any such by-law, amendment or repeal shall be effective from the date of the resolution of directors until the next meeting of members where it may be confirmed, rejected or amended by the members by ordinary resolution. If the by-law, amendment or repeal is confirmed or confirmed as amended by the members it remains effective in the form in which it was confirmed. The by-law, amendment or repeal ceases to have effect if it is not submitted to the members at the next meeting of members or if it is rejected by the members at the meeting.

This section does not apply to a by-law that requires a special resolution of the members according to subsection 197(1) (fundamental change) of the Act because such by-law amendments or repeals are only effective when confirmed by members.