Commission for Complaints for Telecom-television Services INC. / Commission des plaintes relatives aux services de télécom-télévision inc.

BY-LAW NO. 1

(Amended and Restated effective January 29, 2020)

INTERPRETATION

1. Definitions. In these By-laws, unless the context otherwise requires:
   1. “Act” means the Canada Not-for-profit Corporations Act, S.C. 2009, c. 23 and any act that may be substituted therefor, as from time to time amended;
   2. “Annual Budget” means the annual forecast of revenue, expenses, capital expenditures and any reasonable reserves required to ensure the operating and financial viability of the Corporation over the next fiscal year;
   3. “Annual Report” means an annual report summarizing the activities of the Corporation over the last financial year which shall be made available to the public and which shall describe the nature, number and resolution of complaints received in respect of each Participating Service Provider;
   4. “Articles” means the Articles of Continuance of the Corporation dated January 29, 2014, as from time to time amended;
   5. “Audit Committee” means the committee of the Corporation charged with duties pursuant to paragraphs 63(a) through 63(g);
   6. “Board” means the Board of Directors of the Corporation;
   7. “By-laws” means these By-laws of the Corporation and all other By-laws of the Corporation from time to time in force and effect;
   8. “Cable Company Participants” means those persons that, before September 1, 2017, have executed and delivered a Participation Agreement and have been recorded by the Corporation as a Cable Company Participant in Schedule A. For greater certainty, no person shall be admitted as a Cable Company Participant on or after September 1, 2017;
   9. “Chair” means the Chair of the Board recommended, approved and appointed, from time to time, pursuant to paragraphs 66(d) and 52(c), section 71 and paragraph 12(d), respectively;
   10. “Commissioner” means the commissioner and chief executive officer of the Corporation recommended, approved and appointed, from time to time, pursuant to paragraphs 66(d) and 52(b), respectively;
   11. “Coordinating Committee” means the committee of the Corporation charged with duties pursuant to section 67;
   12. “Corporation” means Commission for Complaints for Telecom-television Services Inc. / Commission des plaintes relatives aux services de télécom-télévision inc.;
   13. “CRTC” means the Canadian Radio-television and Telecommunications Commission;
   14. “Customer” means (i) an individual or Small Business that received, or has contracted to receive, telecommunications services from a Participating Service Provider; and (ii) an individual that received, or has contracted to receive, television services from a Participating Service Provider;
   15. “Directors” means, collectively, the Directors elected under paragraph 12(c) and sections 30, 31, and 32, respectively;
   16. “Extraordinary Resolution” means a resolution confirmed by an affirmative vote of at least six (6) of the seven (7) Members at a meeting duly called for that purpose;
   17. “ILEC Participant” means those persons that, before September 1, 2017, have executed and delivered a Participation Agreement and have been recorded by the Corporation as an ILEC Participant in Schedule A. For greater certainty, no person shall be admitted as an ILEC Participant on or after September 1, 2017;
   18. “Independent Committee” means the committee of the Corporation charged with duties pursuant to paragraphs 66(a) through 66(d);
   19. “Member” means any one of the individuals who become members of the Corporation pursuant to section 6;
   20. “Nominating Committee” means the committee of the Corporation charged with duties pursuant to paragraph 66(d);
   21. “Ordinary Resolution” means a resolution confirmed by an affirmative vote of a majority of the Members present at a meeting duly called for that purpose;
   22. “Other Participants” means those telecommunications service providers and television service providers that, before September 1, 2017 or thereafter, have executed and delivered a Participation Agreement and have been recorded by the Corporation as an Other Participant in Schedule A;
   23. “Participating Service Providers” means the Cable Company Participants, the ILEC Participants and the Other Participants;
   24. “Participation Agreement” means the form of agreement recommended and approved, from time to time, pursuant to paragraphs 52(e) and 21(b)(ii), respectively. For greater certainty, such form of agreement in force from time to time, shall constitute a “Participation Agreement”, notwithstanding the naming or other description or designation of such agreement;
   25. “Procedural Code” means the procedural code reviewed, confirmed and approved pursuant to paragraphs 21(c)(ii), 66(c) and 52(d), respectively;
   26. “Secretary” means the Secretary of the Corporation;
   27. “Small Business” means a business whose: (i) net monthly invoice for all telecommunications services in the month preceding the month in which a complaint is made against such Participating Service Provider; or (ii) average net monthly invoices for all telecommunications services in the three (3) month period preceding the month in which a complaint is made against such Participating Service Provider, did not exceed $2,500;
   54. “Special Resolution” means a resolution confirmed by an affirmative vote of at least two thirds (2/3) of the Members present at a meeting duly called for that purpose; and
   81. “Treasurer” means the Treasurer of the Corporation.

2. Interpretation. In these By-laws, unless the context otherwise requires:
   1. words importing the singular number include the plural and vice versa and words importing the masculine gender include the feminine and neuter genders;
   2. references to “person” include an individual, firm, corporation; syndicate, partnership, trust, association, joint venture, unincorporated association and every other legal of business entity whatsoever;
   3. the division of these By-laws into sections and paragraphs and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of these By-laws; and
   4. if any of the provisions contained in the By-laws are inconsistent with those contained in the Articles or the Act, the provisions contained in the Articles or the Act, as the case may be, shall prevail.

CORPORATE SEAL

3. Corporate Seal. Until changed by resolution of the Board, the seal, an impression whereof is stamped in the margin hereof, shall be the seal of the Corporation.

 

FINANCIAL YEAR

4. Financial Year. Unless otherwise ordered by the Board, the financial year-end of the Corporation shall be July 31.

REGISTERED OFFICE

5. Registered Office. Until changed in accordance with the Act, the registered office of the Corporation shall be in the City of Ottawa, in the Province of Ontario at such place within the City of Ottawa as the Board may determine from time to time by resolution.

CONDITIONS OF MEMBERSHIP

6. Member Appointment. Membership in the Corporation shall be limited to the seven (7) Members appointed as follows:
   1. two (2) individuals appointed by the Board from among candidates recommended by the Nominating Committee for such term as the Nominating Committee may determine, provided that such individuals satisfy the eligibility criteria set out in section 31 at the time of appointment;
   2. two (2) individuals appointed collectively by those Canadian consumer groups recognized for the purposes of these By-laws by the Board, from time to time for such term as such Canadian consumer groups may determine, provided that such individuals satisfy the eligibility criteria set out in section 31 at the time of appointment;
   3. one (1) individual appointed collectively by the ILEC Participants for such term as the ILEC Participants may determine;
   4. one (1) individual appointed collectively by the Cable Company Participants for such term as the Cable Company Participants may determine; and
   5. one (1) individual appointed collectively by the Other Participants for such term as the Other Participants may determine,

with the length of each such term subject to the terms and conditions of the appointment of such Member, and the applicable Member consent.

7. Appointment Confirmation. The appointment of any Member appointed by the Participating Service Providers shall be confirmed by a written communication to the Secretary from a representative of the category of Participating Service Providers that appointed the Member. The Corporation shall be entitled to rely on a bona fide communication in writing from the representative of each such group as to the identification of the Member described in this section 7.

 

8. Commencement and Cessation. An individual shall become a Member effective upon the date of such individual’s appointment as Member. A Member ceases to hold office as a Member effective upon the date that their successor is appointed or otherwise ceases to hold office in accordance with the Act, or any applicable Member consent. Upon the cessation of a membership, the Corporation shall facilitate the appointment of a replacement Member.
9. Membership Fees. No membership fees or dues shall be levied by the Corporation in respect of Members.
10. Participating Service Providers. For greater certainty, Participating Service Providers, including Cable Company Participants, ILEC Participants and Other Participants, are not Members of the Corporation. No Participating Service Provider, including any affiliate thereof, shall participate in the Corporation in more than one of the following categories: Cable Company Participants; ILEC Participants; and Other Participants.  All prospective Participating Service Providers shall, on or after September 1, 2017, only be admitted as Other Participants, and upon such admission, the Corporation will update Schedule A to these By-laws accordingly.

MEETINGS OF MEMBERS

11. Place of Meetings. The annual meeting or any special meeting of the Members shall be held at the registered office of the Corporation or at any place in Canada as the Board may determine and on such day as the Board shall appoint.
12. Annual Meetings. An annual meeting of the Members of the Corporation shall be held not more than (i) fifteen (15) months after the holding of the last preceding annual meeting; and (ii) six (6) months after the end of the Corporation’s preceding financial year. At every annual meeting, in addition to any other business that may be transacted:
    1. the comparative financial statements, the report of the Directors and the report of the public accountant shall be presented to the Members;
    2. the Members shall review and, if determined appropriate, approve by Extraordinary Resolution the Annual Budget of the Corporation reviewed and confirmed pursuant to paragraphs 66(b) and 52(g), respectively, provided that, notwithstanding the foregoing, the Members may, in their discretion, engage in such review and approval of the Annual Budget of the Corporation at such time during any financial year of the Corporation as they deem necessary or appropriate;
    3. the Members shall elect the Directors pursuant to section 32 in accordance with section 30 and section 31 (as applicable), provided that, in respect of such elections, the Chair shall exercise general oversight of the process of development and delivery of the slate of all nominees to the Board;
    4. the Members shall review and, if determined appropriate, appoint the Chair nominated and confirmed pursuant to paragraphs 66(d) and 52(c), respectively; and
    5. the Members shall appoint a public accountant for the ensuing year.
13. Special Meetings and Requisition Meetings. The Board or the Chair (on behalf of the Board) shall have the power to call at any time a meeting of the Members of the Corporation. In addition, the Board or the Chair (each, on behalf of the Board) shall call a special meeting of the Members on written requisition of any Member, provided that such Member does not hold less than five percent (5%) of the votes that may be cast at a meeting of the Members. Should the Board or the Chair fail to call such special meeting within twenty-one (21) days of receipt of such requisition, any Member who signed the requisition may call such meeting.
14. Quorum. Subject to the provisions of section 22, a quorum shall consist of a majority of Members which includes at least one (1) Member appointed by the Board and Canadian consumer groups and at least one (1) Member appointed by the Participating Service Providers, in person or by proxy provided that no less than four (4) Members are present. Such majority shall consist of a total number of Members appointed by the Board and Canadian consumer groups that is greater than the total number of Members appointed by the Participating Service Providers present at the meeting. No business shall be transacted at any meeting of the Members unless a quorum is present at the commencement of and throughout the meeting.
15. Notice of Meetings.
    1. Notice of the time and place of an annual meeting or special meeting of the Members shall be given to each Member who, at the close of business on the record date for notice, or if no record date for notice is fixed, at the close of business on the day preceding the day on which the notice is given, is entitled to receive notice, by the following means:
       1. by mail, courier or personal delivery to each such Member, during a period of twenty-one (21) to sixty (60) days before the day on which the meeting is to be held; or
       2. by telephonic, electronic or other communication facility to each such Member, during a period of twenty-one (21) to thirty-five (35) days before the day on which the meeting is to be held.
    2. Notice of any annual meeting shall include a statement informing the Members that the comparative financial statements, report of the public accountant, and any other documents required by the Act, are available at the registered office of the Corporation and that the Members may, upon request, obtain a copy of those financial statements and other documents free of charge at the registered office or by prepaid mail.
    3. Notice of any meeting where special business will be transacted shall state the nature of that business in sufficient detail to permit a Member to form a reasoned judgment on the business and state the text of any Special Resolution or Extraordinary Resolution to be submitted to the meeting. For purposes of this section, all business transacted at a special meeting or annual meeting of Members, except consideration of the financial statements, public accountant’s report, election of Directors and re-appointment of the incumbent public accountant, is “special business”.
    4. The Directors, the Commissioner and the public accountant of the Corporation shall receive all notices and other communications relating to any meetings of Members that any Member is entitled to receive.
    5. Notice of each meeting of Members must remind each Member that he or she has the right to appoint and, where applicable, to vote by proxy.
    6. For the purpose of sending notice to any Member, Director, officer or public accountant for any meeting or otherwise, the notice shall be sent to: (i) the last address recorded on the books of the Corporation for the Member, Director, officer or public accountant; or (ii) if they have consented to receive notice by electronic means, the information system that they have designated in writing for the receipt of electronic documents.

16. Waiver of Notice. A meeting of Members may be held at any time and place without notice if the Members waive notice or otherwise consent to such meeting being held. The attendance of a Member at a meeting of Members is a waiver of notice of the meeting, except where the Member 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.
17. Proxies. Each Member may, by means of a written proxy, appoint a proxyholder to attend and act at a particular annual meeting or special meeting of Members in the manner and to the extent authorized by the proxy. The Secretary of the Corporation shall forward with each notice of meeting of the Members, a form of proxy which shall have been approved by the Board.  A proxy may be in such form as the Board prescribes from time to time or in such other form as the chair of the Members’ meeting may accept as a valid proxy provided that no proxy shall be valid unless it is executed in writing.  Proxies shall be deposited with the Secretary of the Corporation not less than forty-eight (48) hours preceding any meeting or adjourned meeting of the Members, or such other time as may be fixed by the Board, provided that, such time shall be not less than forty-eight (48) hours preceding the meeting at which the proxy is to be exercised.
18. Meeting by Electronic Means, etc. If the Corporation makes available a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during a meeting of the Members, any person entitled to attend a meeting of the Members may participate in the meeting by such means. A Member participating in a meeting by such means is deemed to be present at the meeting. The Secretary shall ensure that each particular meeting is handled in a secure fashion.  Quorum shall be established by the Secretary at the beginning of each particular meeting by verbal roll call, where appropriate, or by such other reasonable measures as determined by the Secretary to accurately confirm attendance of the Members at the meeting.  Except where a ballot is demanded, each vote cast by a Member participating by means of a telephonic, electronic or other communication facility shall be recorded in the minutes by the Secretary.  Where a ballot is demanded, each vote cast by a Member shall be gathered in a manner that permits (a) its subsequent verification, and (b) the tallied votes to be presented to the Corporation without it being possible for the Corporation to identify how each Member voted.
19. Adjournment. Any meeting of the Members may be adjourned to any time and from time to time and such business may be transacted at such adjourned meeting as might have been transacted at the original meeting from which such adjournment took place. If the meeting is adjourned:
    1. for less than thirty-one (31) days, it is not necessary to give notice of the adjourned meeting, other than by announcement at the earliest meeting that is adjourned; or
    2. by one (1) or more adjournments for an aggregate of more than thirty (30) days, notice of the adjournment will be given as if for an original meeting.

Such adjournment may be made notwithstanding that no quorum is present.

20. Resolutions in Writing. A resolution in writing signed by all of the Members is as valid as if it had been passed at a meeting of Members, provided that matters which are required by the Act to be dealt with at a meeting are excluded from this provision. Such resolution in writing may be signed by counterpart and shall be deemed to satisfy all of the relevant requirements of the Articles and By-laws relating to meetings of Members.

SPECIAL RESOLUTIONS AND EXTRAORDINARY RESOLUTIONS

21. Special Resolutions and Extraordinary Resolutions. A special meeting of the Members shall be called by the Board, the Chair or the Secretary (each, on behalf of the Board), pursuant to section 13, to address such matters as the Members deem appropriate and are authorized to address. In addition, the meeting may, without restricting any other applicable provision of these By-laws or the Act, address the following specific matters which:
    1. require determination by Special Resolution:
       1. the remuneration of the Directors pursuant to section 49;
       2. the removal of the Commissioner pursuant to section 70;
       3. the removal of the Chair pursuant to section 71; and
       4. the confirmation of the Board’s recommendations relating to approval, repeal or amendment of any By-laws not embodied in the Articles pursuant to section 95; and
    2. require determination by Extraordinary Resolution:
       1. any decision to amend the Articles or dissolve the Corporation;
       2. the confirmation of the Board’s recommendations relating to the form of Participation Agreement and any amendments thereto pursuant to paragraph 52(e) (provided that, notwithstanding paragraph 52(e) no amendment to sections 23-31 of the Participation Agreement shall be effective unless and until all Directors who have been nominated by the Members appointed by Participating Service Providers have signified their consent thereto in writing);
       3. the confirmation of the Board’s recommendations relating to amendment of any Annual Budget made pursuant to paragraph 52(g) including, without limitation, changes to the budgets contained therein and the amounts payable by the Participating Service Providers in connection therewith between annual meetings;
       4. the confirmation of the Board’s recommendations relating to the public awareness plan of the Corporation made pursuant to paragraph 52(i); and
       5. the confirmation of the Board’s recommendations relating to the implementation of a compliance monitoring program for the Corporation, and the development and implementation of such further framework and policies establishing the scope and exercise of remedies in relation to non-compliance thereunder, made pursuant to paragraph 52(i).
    3. Without limiting the foregoing, the following additional matters may be addressed at any special meeting of Members convened under this section 21:
       1. the appointment of a Commissioner following recommendation and approval pursuant to paragraphs 66(d) and 52(b), respectively; and
       2. the confirmation of the Board’s recommendations relating to approval, repeal or amendment of any of the provisions of the Procedural Code pursuant to paragraph 52(d) (provided that notwithstanding paragraph 52(d), no such approval, repeal or amendment to the Procedural Code shall be inconsistent with these By-laws or the Participation Agreement).

22. Quorum – Special Resolutions and Extraordinary Resolutions. Each annual meeting or special meeting of Members shall be subject to the provisions set out for meetings of Members in the By-laws, provided that if any such meeting is called to address any matters requiring determination by Special Resolution or Extraordinary Resolution pursuant to these By-laws including, without limitation, those matters described in paragraphs 21(a)(i) through 21(a)(iv), and 21(b)(i) through 21(b)(v) inclusive, a quorum for such a meeting shall, in addition to the provisions for quorum described in section 14, consist of a majority of the total number of Members who are appointed by Participating Service Providers present in person or by proxy.

VOTING OF MEMBERS

23. Voting Entitlement. Only Members shall be entitled to vote.
24. Ordinary Resolutions. Unless otherwise required by the Act, the Articles, the By-laws or otherwise by law, at any meeting of the Members every question shall be determined by an Ordinary Resolution on the question, including without limitation:
    1. the election of a Director pursuant to paragraph 12(c), and sections 30, 31, and 32, as applicable; and
    2. the removal of a Director pursuant to paragraph 38(e).
25. One Vote. Each Member present in person or by proxy shall at any meeting of the Members be entitled to one (l) vote on each question.
26. Manner of Voting. All votes at any meeting of the Members shall be decided by a show of hands unless a ballot is demanded, before or after the vote by show of hands, by a Member entitled to vote at the meeting.
27. Evidence. Unless a ballot is demanded, an entry in the minutes of a meeting to the effect that the Chair declared a resolution to be carried or defeated is, in the absence of evidence to the contrary, proof of that fact without proof of the number or proportion of the votes recorded in favour or against the resolution.
28. Ballots. If a ballot is required or demanded by the Chair or any Member, the vote shall be taken in such manner as the Chair shall direct. A demand for a vote by ballot may be withdrawn at any time prior to the taking of the vote. The result of the vote shall be the decision of the Members upon the said question.
29. No Casting Vote. In the case of an equality of votes of Members at any meeting of Members, either upon a show of hands or upon a ballot, the Chair shall not have a second or casting vote.

BOARD OF DIRECTORS

30. Board of Directors. The activities and affairs of the Corporation shall be managed by a Board consisting of seven (7) Directors. Directors shall be individuals of at least 18 years of age, with power under law to contract. No individual who has the status of a bankrupt shall be a Director.  The Board shall consist of three (3) Directors who are nominees of the Members appointed by Participating Service Providers and four (4) Directors who are nominees of the Members appointed by the Board and Canadian consumer groups. The minimum number of the latter Directors shall at all times be at least one (1) greater than the sum of the total number of the former Directors, subject to any short-term vacancy existing among the directorships allocated to the latter Directors.
31. Eligibility Criteria for Certain Directors. The following eligibility criteria for the Directors who are nominees of the Members appointed by the Board and Canadian consumer groups shall be applied at the time of their election or re-election:
    1. individually, no such Director shall be:
       1. other than the Chair, a current officer or employee of the Corporation or, in the three (3) years prior to election as such a Director, an officer or employee of the Corporation;
       2. a current director, officer or employee of any Participating Service Provider, or in the three (3) years prior to election as such a Director, a director, officer or employee of any Participating Service Provider;
       3. a current employee of a federal, provincial or territorial government, or a current employee of an agency of the Crown in respect of such government;
       4. except with respect to the nominees of the Members appointed by Canadian consumer groups, a current employee of a telecommunications or television industry lobbying group;
       5. a current member of the Senate of Canada, member of Parliament or member of a provincial or territorial legislative assembly or, in the three (3) years prior to election as such a Director, a member of the Senate of Canada, member of Parliament or a member of a provincial or territorial legislative assembly;
       6. an individual who provides or, in the three (3) years prior to election as such a Director, provided goods or services to and receives direct significant compensation from, or an individual who is or, in the three (3) years prior to election as such a Director, was an employee or a partner of an entity that receives significant revenue from services the entity provides to, a Participating Service Provider and, for the purposes of this paragraph, “significant compensation” and “significant revenue” means compensation or revenue the loss of which would have a material impact on the individual or entity; or
       7. an individual who has or, in the three (3) years prior to election as such a Director, had an ownership interest in any security of a Participating Service Provider except for any indirect equity share investment in a public company whose shares are publicly traded where such investment does not exceed two percent (2%) of the issued equity shares of such company and, for the purposes of this paragraph, “security” shall have the meaning ascribed thereto in the Securities Act (Ontario) and “indirect equity share investment” shall mean any investment the control over the acquisition or disposition of which is unconditionally determined by a person other than such Director or any person related to such Director. Provided that, for the purposes of implementation of this provision of the By-laws, the transfer of any equity share investment of a Participating Service Provider to a “blind trust” arrangement as shall have been approved by the Board shall satisfy the requirements of this paragraph 31(a)(vii), as amended;
    2. collectively, the Directors who are nominees of the Members appointed by the Board and Canadian consumer groups shall, to the greatest extent possible, represent a diversity of experience and interests, including:
       1. individuals known and respected on a regional and national basis, either in their own right or by virtue of an appointment or office held; and
       2. individuals representative of the Canadian population, including gender, linguistic, minority, and geographic representation; and
    3. after considering the criteria in paragraphs (a) and (b), based on a standard that a reasonable person would apply, Directors who are nominees of Members appointed by the Board and Canadian consumer groups shall not, because of his or her current or previous experience and relationships, including spousal or common law relationships, be perceived to have a bias in favour of or against any Participating Service Provider.
32. Election; Term of Office. At each annual meeting where a Director is to be elected, the Members shall elect such Director for a term of three (3) years or until their successors are elected. At every annual meeting at which the term of a Director expires, the Member who nominated such Director (or the successor Member, if applicable) shall nominate a successor to be elected as a Director by the Members hereunder, subject to section 31 as the case may be. Notwithstanding anything to the contrary in these Bylaws, including without limitation section 33, the Members may, in their discretion, and where appropriate and in the best interest of the Corporation, extend the current term of office of a Director who is a nominee of the Members appointed by the Board for such period as the Members deem necessary or appropriate in the circumstances, provided that in no circumstances, if the individual has served nine (9) consecutive years in office, shall such Director be elected at the end of that Directors current term, unless and until a one (1) year period has elapsed in which they have not served as a Director.
33. Term Limit. To ensure renewal of the Board, a Director shall not, if the individual has served six (6) consecutive years in office, be re-elected at the end of that Director’s current term of office, unless and until a one (1) year period has elapsed in which they have not served as a Director.
34. No Nominations from Floor. For greater certainty, the individuals to be elected or re-elected as Director shall consist only of the nominees of the Members, and there shall be no nominations from the floor of any Members’ meetings.
35. Director Consent. An individual shall not be elected as a Director of the Corporation unless that individual has consented to serve as a Director of the Corporation in such form as may be approved by the Board from time to time.

36. Staggered Terms. The Directors who have been nominated by the Members appointed by the Board and Canadian consumer groups shall, as is reasonably practicable, retire in rotation. At every annual meeting at which the term of such a Director expires, there shall be elected or re-elected, in the manner described in section 32, the appropriate number of Directors consistent with section 30.
37. Permanent Invitee. The Commissioner shall be a permanent invitee to all meetings of the Board and Members.
38. Vacation of Office. The office of Director shall be automatically vacated:
    1. if a Director shall resign pursuant to section 47;
    2. if the Director has been declared incapable by a court in Canada or in another country;
    3. if the Director has the status of a bankrupt;
    4. on the Director’s death; or
    5. if a Director is for any reason other than those described above in this section 38 removed from office for cause by Ordinary Resolution.
39. Vacancies. If any vacancy shall occur for any reason, the Member who nominated the Director (or the successor Member, if applicable) who has ceased to hold office shall nominate a successor for the Board to fill the vacancy for the remainder of the term of the vacating Director.

MEETINGS OF THE BOARD

40. Quorum. The powers of the Directors may be exercised by resolution passed at a meeting of the Board at which a quorum is present. The presence of a majority of the number of Directors in office from time to time which includes at least one (1) Director who is a nominee of a Member appointed by the Board and Canadian consumer groups and one (1) Director who is a nominee of a Member appointed by Participating Service Providers shall be necessary to constitute a quorum for the transaction of business at meetings of the Board provided that such majority consists of a total number of the former Directors greater than the total number of the latter Directors present at the meeting. No business shall be transacted at any meeting of the Board unless a quorum is present at the commencement of and throughout the meeting. The Directors shall not appoint proxyholders to attend and act on their behalf at any meeting of the Directors. Where there is a vacancy on the Board, a majority of the remaining Directors, unless the By-laws otherwise require, may exercise all the powers of the Board, provided that no less than a majority of the Directors are present, those present include at least one (1) Director who is a nominee of a Member appointed by the Board and Canadian consumer groups and one (1) Director who is a nominee of a Member appointed by Participating Service Providers and such majority includes a total number of the former Directors present which is greater than the sum of the total number of the latter Directors present.
41. Notice of Meetings. Meetings of the Board may be held at any time and place to be determined by the Directors or the Chair, provided that notice of such meetings is given to all Directors and that notice includes any matters set out in section 138(2) of the Act if such matters are to be dealt with at the meeting. Fourteen (14) days’ notice shall be given to each Director in respect of any meeting of Directors. Subject to any applicable Board policy, the Commissioner shall receive all notices and other communications relating to any meetings of Directors that any Director is entitled to receive. 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.
42. Waiver of Notice. A meeting of the Board may be held at any time and place without notice if the Directors waive notice or otherwise consent to such meeting being held. The attendance of a Director at a meeting of Directors is a waiver of notice of the meeting, except where 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.
43. Adjournment. Any meeting of the Board may be adjourned to any time and from time to time and such business may be transacted at such adjourned meeting as might have been transacted at the original meeting from which such adjournment took place and such adjournment may be made, providing a quorum is present. Notice of an adjourned meeting of the Board is not required if the time and place of the adjourned meeting is announced at the original meeting.
44. Manner of Voting. Subject to the Act, the Articles, the By-laws, the Director consent and the Member consent, any question arising at any meeting of the Board shall be decided by a majority of votes. Each Director is entitled to exercise one (1) vote. All votes at any such meeting shall be taken by a show of hands in the usual manner of assent or dissent. Unless a ballot is demanded, an entry in the minutes of a meeting to the effect that the Chair declared a resolution to be carried or defeated is, in the absence of evidence to the contrary, proof of that fact without proof of the number or proportion of the votes recorded in favour or against the resolution. Voting by proxy is prohibited.
45. No Casting Vote. In the case of an equality of votes at any Board meeting, the Chair shall not have a second or casting vote.
46. Meeting by Electronic Means, etc. If all members of the Board consent thereto in advance, generally or in respect of a particular meeting a Director may participate in a meeting of the Board by means of such telephonic, electronic or other communication facility as permits all persons participating in the meeting to communicate adequately with one another during the meeting, and a Director participating in such a meeting by such means is deemed to be present at the meeting. The Secretary shall ensure each particular meeting is handled in a secure fashion.  Quorum shall be established by the Secretary at the beginning of each particular meeting by verbal roll call, where appropriate, or by such other reasonable measures as determined by the Secretary to accurately confirm attendance by the Directors at the meeting.  Each vote cast by a Director participating by telephonic, electronic or other communication facility shall be recorded in the minutes by the Secretary.
47. Resignation. The office of a Director shall be vacated upon the written resignation of the Director, effective at the time the written resignation is sent to the Corporation or at the time specified in the resignation, whichever is later. Without limiting the foregoing, a Director shall be deemed to have resigned immediately in the circumstances described in the Director consent referenced in section 35.
48. Agents and Employees. The Board may appoint such agents and engage such employees as the Board shall deem necessary from time to time and such persons shall have such authority and shall perform such duties as shall be prescribed by the Board at the time of such appointment.
49. Remuneration. The Directors shall be paid such remuneration as may be decided from time to time by Special Resolution at any annual meeting or special meeting of the Members.
50. Conflicts of Interest. It shall be the duty of every Director of the Corporation who is in any way, whether directly or indirectly, interested in a contract or transaction or proposed contract or transaction with the Corporation to declare such interest and to refrain from voting thereon in accordance with the Act.

POWERS OF THE BOARD

51. Powers of the Board – General. The Board shall manage or supervise the management of the activities and affairs of the Corporation in all things. The Board may make or cause to be made for the Corporation, in its name, any kind of contract which the Corporation may lawfully enter into and may exercise all such other powers and do all such other acts and things as the Corporation is by its charter or otherwise authorized to exercise and do.
52. Powers of the Board – Specific. The Board shall:
    1. appoint the Secretary and, in its discretion, the Treasurer in accordance with section 69 and such other officers as the Board shall from time to time determine;
    2. confirm the recommendation of the Independent Committee with respect to the office of Commissioner made pursuant to paragraph 66(d) and section 70, for approval by the Members;
    3. confirm the recommendation of the Independent Committee with respect to the office of Chair made pursuant to paragraph 66(d) and section 71, for approval by the Members;
    4. provide the Commissioner with general guidance in carrying out the duties of the Commissioner and, in respect thereof, may recommend approval, amendment or repeal of any of the provisions of the Procedural Code for approval by the Members pursuant to paragraph 21(c)(ii);
    5. recommend the form of Participation Agreement and any amendments thereto in accordance with the terms of the Participation Agreement from time to time, for approval by Extraordinary Resolution pursuant to paragraph 21(b)(ii);
    6. confirm the Annual Report of the Corporation as recommended pursuant to paragraph 66(a) for review by the Members;
    7. confirm an Annual Budget for the Corporation as recommended pursuant to paragraph 66(b) for approval by Extraordinary Resolution pursuant to paragraph 12(b);
    8. recommend any amendments to any Annual Budget, including, without limitation, changes to the budgets contained therein and the amounts payable by the Participating Service Providers in connection therewith between annual meetings for approval by Extraordinary Resolution pursuant to paragraph 21(b)(iii); and
    9. recommend the public awareness plan of the Corporation from time to time for approval by Extraordinary Resolution pursuant to paragraph 21(b)(iv), and recommend the implementation of a compliance monitoring program for the Corporation, and the development and implementation of such further framework and policies establishing the scope and exercise of remedies in relation to non-compliance thereunder, pursuant to paragraph 21(b)(v).
53. Restrictions. Neither the Board nor any Director shall:
    1. consider a request to hear an appeal from any recommendation or decision of the Commissioner with respect to a complainant;
    2. seek the identity of any complainant who has made an inquiry or complaint to the Commissioner;
    3. seek information relating to any inquiry or complaint to the Commissioner other than that contained in any complaint register maintained by the Corporation;
    4. make any representation relating to an inquiry or a complaint to a Participating Service Provider or a complainant; or
    5. act on any information received that reveals the identity of a complainant or any information described in paragraphs 53(b) or (c) above,

provided that the Chair, another officer, an employee or legal counsel of the Corporation may advise a complainant about the Board’s limitations described in this section and provided further that the Chair may at his or her discretion consider a complaint from a complainant regarding the Corporation’s complaint-handling procedures and the conduct of any employee or officer of the Corporation throughout the complaint-handling process and may refer such a complaint for consideration to the Board or any committee of the Board.

54. Copies of Complaints. The Chair shall be provided with a copy of any complaint addressed to a Director or the Board or of any complaint that a complainant has requested be forwarded to, reviewed by or appealed to the Board.
55. Expenditures. The Board shall have power to authorize expenditures on behalf of the Corporation from time to time and may delegate by resolution to an officer or officers of the Corporation the right to authorize payment of the day-to-day expenditures of the Corporation, to enter into any contract on behalf of the Corporation in the usual and ordinary course of the Corporation’s business, to employ employees and agents, and to fix a reasonable remuneration for all officers, agents and employees and committee members or consultation groups.
56. Trust Arrangement. The Board shall have the power to enter into a trust arrangement with a trust company for the purpose of creating a trust fund in which the capital and interest may be made available for the benefit of promoting the interest of the Corporation in accordance with such terms as the Board may prescribe.
57. Books and Records. The Board shall see that all necessary books and records of the Corporation required by the By-laws of the Corporation or by any applicable statute or law, including without limitation, the minutes of meetings of the Board and of committees of the Corporation, are regularly and properly kept and made available for viewing to all Members and Directors.
58. Policies, Rules and Regulations. The Board has the power to create, amend and repeal policies, rules and regulations with respect to procedural matters affecting the Corporation, provided that such policies, rules and regulations are neither covered in the By-laws nor in contravention of the Act.

COMMITTEES

59. Committees – General. The Board may from time to time constitute such committee or committees of the Corporation as it deems necessary, for such purposes and, subject to the Act, with such powers as may be prescribed by the Board. The Board shall, subject to these By-laws and any policies, rules and regulations, determine the membership of each committee and may fix any remuneration to be paid, if any, to members of any committee. For greater certainty, subject to section 65, any member of any committee shall be removable from such committee at any time at the discretion of the Board.
60. Quorum. Subject to section 63, the presence of a majority of committee members shall be necessary to constitute a quorum for the transaction of business at committee meetings. No business shall be transacted at any committee meeting unless a quorum is present at the commencement of and throughout the meeting.
61. Committee Chairs. The chair of each committee of the Corporation shall be the individual selected from among the members of the committee by a majority vote of the members of the committee, provided that the Chair shall act as the chair of the Independent Committee and of the Nominating Committee.
62. Rules of Procedure. Each committee of the Corporation may formulate its own rules of procedure subject to such regulations and/or directions as the Board may from time to time make in respect thereof and committees may meet for the transaction of business, adjourn and otherwise regulate their meetings as they think fit. Questions arising at any meeting of a committee shall be decided by a majority of votes.

AUDIT COMMITTEE

63. Audit Committee. The Board shall appoint an Audit Committee composed of at least three (3) Directors, the duties of which, among other duties assigned by the Board from time to time, may be to:
    1. review the comparative financial statements of the Corporation before they are submitted to the Board for approval;
    2. meet with the public accountant to discuss the comparative financial statements of the Corporation, or any other matter;
    3. conduct an annual review of the types and amounts of insurance to be carried by the Corporation and advise the Board thereon;
    4. consider and review the scope of an external audit performed or to be performed in respect of the comparative financial statements of the Corporation and other matters;
    5. review a candidate or slate of candidates for appointment as the public accountant of the Corporation and to recommend a candidate to the Board or the Board for recommendation to the Members;
    6. assess the appropriateness of any reserves maintained by the Corporation; and
    7. provide direction to the Chair and the Commissioner to implement and maintain appropriate internal control procedures, including determining how security issues should be handled pursuant to sections 18 and 46 and the review, evaluation and approval of such procedures.

The presence of a majority of Audit Committee members shall be necessary to constitute a quorum for the transaction of business at committee meetings; provided, however, that: (i) such majority includes at least one (1) Director who is a nominee of a Member appointed by the Board and Canadian consumer groups and one (1) Director who is a nominee of a Member appointed by Participating Service Providers; and (ii) the total number of committee members present at the meeting who are the former Directors is greater than the total number of committee members present at the meeting who are the latter Directors.  No business shall be transacted at any Audit Committee meeting unless a quorum is present at the commencement of and throughout the meeting.

 

INDEPENDENT COMMITTEE/NOMINATING COMMITTEE

64. Independent Committee. The Board shall appoint an Independent Committee, composed of all the Directors who are nominees of the Members appointed by the Board and Canadian consumer groups.
65. Removal. Any member of the Independent Committee shall be removable from such committee at any time by resolution of the Board, provided that such resolution receives the affirmative vote of at least two-thirds (2/3) of the remaining members of the Committee.
66. Duties. The duties of the Independent Committee shall include, among other duties assigned by the Board from time to time:
    1. the review of the proposed Annual Report prior to confirmation by the Board and review by the Members pursuant to paragraph 52(f);
    2. the review of the proposed Annual Budget, which shall include the amounts to be paid by the Participating Service Providers pursuant to the Participation Agreement and the review of the Chair’s report on the remuneration and benefits of Directors, officers, agents and employees and committee members, prior to confirmation by the Board pursuant to paragraph 52(g) and approval, by Extraordinary Resolution, by the Members pursuant to paragraph 12(b);
    3. the review of the Procedural Code and any amendments thereto prior to confirmation by the Board pursuant to paragraph 52(d) and approval by the Members pursuant to paragraph 21(c)(ii);
    4. the performance of the duties of a Nominating Committee the duties of which, among other duties assigned by the Board from time to time, may be to:
       1. review appropriate candidates for appointment of Members described in paragraph 6(a) and to recommend a candidate or a slate of such candidates to the Board pursuant to paragraph 6(a), provided that in all cases the number of candidates recommended shall equal the number of vacancies plus one (1);
       2. review a slate of candidates for appointment as the Commissioner of the Corporation and to recommend a candidate or a slate of such candidates to the Board; and
       3. review a slate of candidates for appointment as officers of the Corporation and to recommend a candidate or a slate of such candidates to the Board.

 

COORDINATING COMMITTEE

67. Coordinating Committee. A Coordinating Committee, shall be established, and be comprised of representatives from the Corporation and the CRTC. The duties of the Coordinating Committee shall consist of coordinating the administrative activities of the Corporation with those of the CRTC.

OFFICERS

68. Officers. The officers of the Corporation shall be a Commissioner, a Chair, a Secretary, and, in the discretion of the Board, a Treasurer and any such other officers with such duties and level of seniority as the Board may by resolution determine. Any two offices may be held by the same person, who need not be a Director, except as otherwise specifically provided in the Corporation’s By-laws.
69. Appointment of Secretary and Treasurer. The Secretary and the Treasurer and, except as otherwise provided herein, any other officers shall be appointed by resolution of the Board.
70. Appointment of Commissioner. The Members shall appoint an individual as the Commissioner: (a) on the recommendation of the Independent Committee as confirmed by the Board and; (b) on terms and at a remuneration as recommended by the Independent Committee and confirmed by the Board, to hold office for a term not to exceed five (5) years. The Commissioner shall at a minimum meet the eligibility criteria set out in paragraph 31(a) and paragraph 31(b) as of the effective date of the Commissioner’s appointment, provided that for purposes of paragraph 31(a)(ii) the fact that an individual is currently or in the year prior to appointment as the Commissioner was an employee or officer of the Corporation or held office as the Commissioner shall not disqualify him or her from being appointed or re-appointed as the Commissioner.  Subject to the terms of any employment contract, the Commissioner may be re-appointed on the expiration of his or her term of office.  The Commissioner may be removed with or without cause at any time by Special Resolution.
71. Appointment of Chair. The Chair shall be an individual appointed by the Members pursuant to the recommendation of the Independent Committee, as confirmed by the Board, from among the Directors who are nominees of the Members appointed by the Board and the Members appointed by the Canadian consumer groups at each annual meeting of Members. The Chair may be removed with or without cause at any time by Special Resolution.
72. Term of Appointment. The officers of the Corporation, other than the Commissioner and employees of the Corporation, shall hold office for one (1) year from their date of appointment or until their successors are appointed.
73. Removal. The officers appointed by resolution of the Board pursuant to section 69 shall be subject to removal by resolution of the Board at any time with or without cause.

DUTIES OF OFFICERS

74. Duties of Commissioner. The dispute resolution powers and duties of the Commissioner shall be those set out in the Procedural Code approved from time to time. The Commissioner shall also be the chief executive officer of the Corporation, shall have responsibility for the general and active management of the activities and affairs of the Corporation, shall perform such other duties as may from time to time be assigned to the Commissioner by resolution of the Board.  The Commissioner shall execute, and shall perform his or her duties in accordance with an employment agreement in a form to be determined by the Board.  The Commissioner shall make all reasonable efforts to ensure that the resources of the Corporation are allocated, and the services provided by the Corporation are performed, in an efficient manner and that the Participating Service Providers receive the benefit of all cost savings and other efficiencies resulting from such efforts.
75. Duties of Chair. The Chair shall preside at all meetings of the Members and of the Board. The Chair shall see that all orders and resolutions of the Board are carried into effect. The Chair shall have such other powers and shall perform such other duties as may from time to time be assigned to the Chair by resolution of the Board or as are incidental to the office.
76. Absence of Chair. In the event that the Chair is not present within fifteen (15) minutes from the time fixed for holding any meeting at which the Chair presides, an individual shall be appointed to preside at the meeting in the place and stead of the Chair as follows:
    1. in the case of a Board meeting, by the Directors who are present at the meeting from among the Directors who are nominees of the Members appointed by the Board and Canadian consumer groups who are present at the meeting;
    2. in the case of a meeting of Members, by the Members who are present at the meeting from among the Members who are appointed by the Board and Canadian consumer groups who are present at the meeting; and
    3. in the case of a committee meeting, by the committee members who are present at the meeting and are entitled to vote at the meeting from among the committee members who are Directors who are also nominees of the Members appointed by the Board and Canadian consumer groups and who are present at the meeting.
77. Duties of Treasurer. The Treasurer, if appointed, shall have the custody of the funds and securities of the Corporation and shall keep full and accurate accounts of all assets, liabilities, receipts and disbursements of the Corporation in the books belonging to the Corporation and shall deposit all monies, securities and other valuable effects in the name and to the credit of the Corporation in such chartered bank, or trust company or, in the case of securities, in such registered dealer in securities as may be designated by the Board from time to time. The Treasurer shall disburse the funds of the Corporation as may be directed by proper authority taking proper vouchers for such disbursements, and shall render to the Chair and Directors at any meeting of the Board, or whenever they may require it, an accounting of all the transactions and a statement of the financial position of the Corporation. The Treasurer shall also perform such other duties as may from time to time be directed by the Board.
78. Duties of Secretary. The Secretary shall give or cause to be given notice of all meetings of the Members, of the Board and of committees, and shall perform such other duties as may be prescribed by the Board or the Chair under whose supervision the Secretary shall be. The Secretary shall be custodian of the seal of the Corporation, which the Secretary shall deliver only when authorized by a resolution of the Board to do so and to such person or persons as may be named in the resolution. The Secretary may be empowered by the Board, on resolution of the Board, to carry on the activities and affairs of the Corporation generally under the supervision of the officers thereof and shall attend all meetings and act as clerk thereof and record all votes and minutes of all proceedings in the books to be kept for that purpose.
79. Duties of Other Officers. The duties of all other officers of the Corporation shall be such as the terms of their engagement call for or the Board requires of them.

INDEMNITIES TO DIRECTORS AND OTHERS

80. Indemnity. Subject to the provisions of section 83, the Corporation shall indemnify a Director or officer of the Corporation, a former Director or officer of the Corporation or another individual who acts or acted at the Corporation’s request as a Director or officer, or an individual acting in a similar capacity of another entity, and his or her heirs and legal representatives against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgement, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the Corporation or other entity.
81. Advance of Moneys. Subject to the provisions of section 83, the Corporation shall advance moneys to a Director, officer or other individual for the costs, charges and expenses of a proceeding referred to in section 80. The individual shall repay the moneys if the individual does not fulfil the conditions of section 82.
82. Limitation. The Corporation may not indemnify an individual under section 80 unless the individual:
    1. acted honestly and in good faith with a view to the best interests of the Corporation, or, as the case may be, to the best interests of the other entity for which the individual acted as Director or officer or in a similar capacity at the Corporation’s request; and
    2. in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that their conduct was lawful.

 

83. Derivative Actions. The Corporation shall with the approval of a court, indemnify an individual referred to in section 80, or advance moneys under section 81, in respect of an action by or on behalf of the Corporation or other entity to procure a judgement in its favour, to which the individual is made a party because of the individual’s association with the Corporation or other entity as described in section 80 against all costs, charges and expenses reasonably incurred by the individual in connection with such action, if the individual fulfils the conditions set out in section 82.
84. No Restriction. The Corporation will also indemnify the individuals referred to in section 80 in any other circumstances that the Act permits or requires. Nothing in these By-laws will limit the right of any person entitled to indemnity to claim indemnity apart from the provisions of these By-laws.
85. Insurance. The Board may authorize the purchase of such Directors’ and officers’ insurance or any other insurance as it deems necessary or advisable to be paid for out of the funds of the Corporation.

EXECUTION OF DOCUMENTS

86. Execution of Documents. The following are the only persons authorized to sign any document on behalf of the Corporation, other than in the usual and ordinary course of the Corporation’s business:
    1. any two (2) Directors or officers of the Corporation, provided that no individual shall execute, acknowledge, or verify any instrument in more than one capacity; or
    2. any individual or individuals appointed by resolution of the Board to sign a specific document or that type of document or generally on behalf of the Corporation.

Any document so signed may, but need not, have the corporate seal applied.

87. Signatures. The signatures of any person authorized to sign on behalf of the Corporation may, if specifically authorized by resolution of the Board, be written, printed, stamped, engraved, lithographed or otherwise mechanically reproduced. Anything so signed shall be as valid as if it had been signed manually, even if that person has ceased to hold office when anything so signed is issued or delivered, until revoked by resolution of the Board.
88. Banking Business. The banking business of the Corporation shall be transacted with such banks, trust companies or other financial institutions as may from time to time be designated by or under the authority of the Board. Such banking business or any part of it shall be transacted under such agreements, instructions and delegations of powers as the Board may, from time to time, prescribe or authorize.

 

89. Securities. The securities of the Corporation may be deposited, from time to time, for safekeeping with one or more banks, trust companies or other financial institutions to be selected by the Board or, if so authorized by the Board, with such other depositories or in such other manner as may be determined from time to time by the Board. Any and all securities so deposited may be withdrawn, from time to time, only upon the written order of the Corporation signed by such Director or Directors, officer or officers, agent or agents of the Corporation, and in such manner as shall from time to time be determined by resolution of the Board and such authority may be general or confined to specific instances. Any institution so selected as custodian by the Board shall be fully protected in acting in accordance with the directions of the Board and shall in no event be liable for the due application of the securities so withdrawn from deposit or the proceeds thereof.

REPORTING OF INDUSTRY ISSUES

90. Reporting of Industry Issues. Any of: (a) the Commissioner; (b) any Director; or (c) the CRTC may identify issues or trends that may warrant reporting by the Corporation, provided that any such reports shall maintain the confidentiality of Customers. For greater certainty, any such reports on such issues and trends may include matters not included within complaints managed by the Corporation and individual Participating Service Providers may be identified in such reports, where appropriate.

PUBLIC ACCOUNTANT

91. Appointment. At each annual meeting, the Members shall appoint a public accountant to hold office until the close of the next annual meeting and, if an appointment is not so made, the public accountant in office will continue in office until a successor is appointed. The Directors must immediately fill any vacancy in the office of public accountant.
92. Responsibilities. The responsibilities of the public accountant shall be:
    1. to prepare the comparative financial statements of the Corporation in accordance with the Act; and
    2. to prepare a report to be placed before the Members at each annual meeting on whether the comparative financial statements of the Corporation are fairly presented in accordance with generally accepted accounting principles.
93. Qualifications. The public accountant shall not be a Director, officer or employee, or associated with a Director, officer or employee, of either the Corporation or a director, officer or employee of an affiliated corporation.
94. Remuneration. The remuneration of the public accountant may be fixed by the Members. If the Members do not fix the remuneration of the public accountant, it shall be fixed by the Board.

AMENDMENT OF BY-LAWS

95. Amendment. The By-laws of the Corporation not embodied in the Articles may be repealed or amended by By-law enacted by a majority of the Directors at a meeting of the Board and confirmed by Special Resolution of the Members at a meeting duly called for the purpose of considering the said By-law.

SCHEDULE A

PARTICIPATING SERVICE PROVIDERS AS OF JANUARY 29, 2020

Participating Service Provider	Participation Date	Participant Category
		ILEC Participant	Cableco Participant	Other Participant
1391025 Ontario Inc. (Auracom)	November 20, 2012			X
159272 Canada Inc. (Securenet)	March 17, 2011			X
1725936 Ontario Inc. (Dedicated Access)	April 12, 2019			X
2094206 Ontario Ltd. (Rural Wave)	June 20, 2016			X
2332683 Ontario Inc. (Coextro)	May 28, 2019			X
4141903 Canada Inc. O/A Storm Internet Services	April 14, 2015			X
4pairless Communications Inc.	March 21, 2018			X
676766 Ontario Ltd.	April 3, 2018			X
7665792 Canada Inc. (Services Internet Sag-Lac WIMAX Inc.)	October 28, 2019			X
768812 Ontario (Vianet/ExaTel)	February 23, 2009			X
9045-2855 Québec Inc (Digicom)	July 4, 2017			X
9113-8404 Quebec Inc. (6Telecom)	December 20, 2019			X
9171-5573 Quebec Inc. (Swiftvox)	June 15, 2018			X
9315-1884 Québec Inc.	April 1, 2019			X
9330-9144 Québec Inc. (Transat Télécom)	December 18, 2019			X
8com Inc.	March 2, 2012			X
9e Bit (2015) Inc.	February 22, 2018			X
Acanac Inc.	March 21, 2011			X
Accelerated Connections Inc.	January 20, 2017			X
Access Communications Co-operative Limited	July 6, 2017		X
Achatplus Inc.	March 29, 2012			X
Acrobat Telecom Inc.	September 18, 2017			X
AEBC Internet Corp	March 6, 2013			X
AEI Internet Inc.	April 5, 2011			X
AIC Global Communications	February 14, 2012			X
AireNet Internet Solutions	May 11, 2017			X
All Communications Network (ACN)	June 9, 2009			X
AllCore Communications	June 5, 2017			X
Allo Telecom	August 8, 2017			X
Allstream Business Inc.	March 6, 2018	X
Altima Telecom	November 29, 2012			X
America Tel (Vancouver Telephone Company, Impact Telecom, Startec)	March 16, 2009			X
Andrews Wireless	September 20, 2016			X
AOL Canada	November 10, 2016			X
Arkley Telecom Corp	April 10, 2013			X
Aspertech Communications	August 8, 2017			X
Astro-Tech System Solutions Inc.	October 16, 2018			X
Atria Networks	October 21, 2008			X
Avantages Internet Inc	May 30, 2011			X
Axsit Corporations	April 25, 2013			X
B2B2C Inc.	February 21, 2011			X
babyTEL Inc.	January 29, 2016			X
Barrett Xplore Inc.	March 04, 2011			X
Beanfield Technologies Inc.	July 26, 2018		X
Bell Aliant	October 31, 2007	X
Bell Canada	October 26, 2007	X
Bell MTS	September 1, 2017	X
Benoit Brothers Contracting Ltd.	August 9, 2019			X
BluArc Communications Inc.	May 14, 2018			X
BlueTone	January 5, 2012			X
Bragg Communications	August 29, 2007		X
Brama Telecom	December 20, 2011			X
Bravo Telecom	December 17, 2013			X
Broad-Connect Telecom	August 29, 2017			X
Bruce Telecom	March 17, 2009			X
BV Communications	February 24, 2018			X
Câble Axion	October 26, 2012			X
Cable Cable Inc.	June 5, 2017			X
Cablevision du Nord de Quebec	March 04, 2009			X
Canada Relink	July 20, 2012			X
Can Com Internet Inc.	April 15, 2019			X
Caninter	January 25, 2016			X
Carry Telecom	May 9, 2016			X
CaspianWave TSP Inc.	February 12, 2013			X
Cardinal Telecom (2000) Inc.	October 23, 2017			X
Caztel	April 29, 2009			X
CCI Wireless	December 14, 2012			X
CD Tel	September 04, 2009			X
China Mobile International (Canada) Inc.	April 26, 2019			X
China Telecom Canada Corp.	February 1, 2018			X
CIK Telecom Inc.	April 10, 2011			X
Cinco Telecom Corporation	July 4, 2013			X
Cityfone	February 12, 2008			X
CityWest Cable & Telephone Corp.	January 3, 2018			X
City Wide Communications	October 29, 2015			X
Cogeco – Cable Quebec	July 20, 2007		X
Cogeco – Cable Canada Inc	July 20, 2007		X
Cogeco – Data Services Inc.	April 20, 2010		X
Cogent Canada Inc.	March 12, 2009			X
Colba.Net Telecom Inc.	April 11, 2013			X
Collect to Cell	February 12, 2019			X
Columbia Wireless Inc.	April 2, 2019			X
CompuXellence	June 15, 2012			X
Comwave	June 9 2011			X
Connex Communications dba PhoneBox	September 13, 2012			X
Convergia Networks Inc.	September 22, 2011			X
Coopérative de Câblodistribution de l’Arrière-pays (CCAP)	December 10, 2012			X
Cooptel	October 18, 2011			X
Cross Country T.V. Ltd.	June 26, 2017			X
Cybernet Communications Ltd.	February 15, 2019			X
DCI Telecom	June 13, 2012			X
DERYTelecom	April 22, 2016			X
Diallog Telecommunications Corp.	May 16, 2018			X
DID Logic Limited	May 2, 2019			X
Distributel	February 21, 2008			X
EasyVoice Telecom	October 18, 2012			X
Eion Inc.	February 18, 2018			X
Electronic Box	November 22, 2012			X
Enhanced VoIP Communications Inc.	December 11, 2012			X
Epik Networks	November 18, 2015			X
EspaceNet	June 13, 2016			X
Execulink	March 12, 2009			X
Falcon Internet Services Inc.	November 29, 2012			X
Fibernetics Corporation	June 23, 2011			X
First Cloud Telecom	February 14, 2019			X
FleetTel Inc.	May 8, 2018			X
FollowTel	April 4, 2016			X
Fongo Inc.	May 9, 2012			X
Frontline Broadband Inc.	August 11, 2016			X
Freedom Phone Lines	June 14, 2012			X
Freedom Mobile Inc.	February 25, 2010			X
G3 Telecom	March 1, 2012			X
Galaxy Broadband Communications	April 10, 2015			X
General Motors Canada Company	January 26, 2017			X
GemsTelecom	October 11, 2012			X
GETUS Communications Ltd.	June 13, 2017			X
Globalive	February 25, 2010			X
Globalstar	September 1,  2009			X
Gold Leaf Telecom Ltd.	March 14, 2012			X
Gold Line Telemanagement Inc.	September 01, 2009			X
Good to Go Mobile Inc.	August 6, 2018			X
Green Sunsonic Inc.	July 8, 2016			X
Groupe Maskatel LP	December 3, 2015	X
Groupe Negotel Inc.	October 14, 2016			X
High Speed Crow Inc.	October 25, 2018			X
Hook Telecommunications	August 19, 2011			X
HuronTel	March 26, 2012			X
ICA Microsystems Ltd	February 8, 2018			x
Ice Wireless	January 11, 2018			X
Ilink Communications	August 8, 2014			X
I-NetLink Wireless	January 9, 2014			X
Infofortin Telecom	June 15, 2012			X
Infosat Communications	June 20, 2012			X
InnSys Incorporated	November 27, 2012			X
Intelecom Solutions	August 29, 2017			X
Internet Access Solutions Ltd	September 16, 2019			X
Internet Papineau	September 19, 2017			X
IP4B Telecom Inc.	October 14, 2016			X
iTel	October 27, 2016			X
Iristel	April 26, 2017			X
iRoam Mobile Solutions Inc. (Brightroam)	January 14, 2013			X
iTalk Global Communications, Inc.	March 22, 2013			X
iTeraTEL Communications Inc.	January 28, 2020			X
ITP/ International Telephone Prod. LTD	October 14, 2015			X
Key 2 Communications	July 10, 2017			X
Kingston Online Services KOS	February 12, 2016			X
K2 Systems Inc.	March 27, 2017			X
KnowRoaming Ltd.	May 3, 2018			X
La Corporation Hearst Connect Corporation	November 28, 2018			X
Last Mile Wireless Internet Inc.	October 3, 2018			X
Level 3 Communications Canada Co.	June 19, 2009			X
Logatel Inc.	August 26, 2019			X
Lycatel Canada Inc.	July 21, 2015			X
MagicJack Tel	July 31, 2012			X
Managed Network Systems Inc.	November 8, 2018			X
Maple Call Inc.	March 20, 2019			X
Master Call Corporation	December 31, 2012			X
MaximumISP	August 29, 2017			X
Mazagan Telecom	January 10, 2018			X
MCSNet	March 13, 2017			X
Minitel Communications Corp.	October 29, 2018			X
Mobilicity	December 6, 2010			X
Movita Communications Inc.	March 6, 2019			X
MTS Allstream	July 20, 2007	X
Multiboard Communications Inc. O/A Start Communications	July 27, 2015			X
My BC Datacom	September 21, 2015			X
MyOntario Telecom	May 16, 2013			X
National Capital Freenet	July 18, 2012			X
Navigata Communications Ltd.	May 22, 2019			X
NECC Telecom	June 12, 2015			X
NetAccess Systems Inc.	July 17, 2015			X
Netfox Communications	February 27, 2018			X
Netrevolution	May 30, 2011			X
Nettalk	November 3, 2016			X
Netset Communications	November 5, 2015			X
Network Communications International Corp	March 5, 2013			X
Nexicom Group	September 28, 2016			X
Nobel Canada Telecom Inc.	August 3, 2012			X
Nor-Del Cablevision Limited	October 14, 2016			X
NorthernTel	February 8, 2008			X
North Frontenac Telephone Corp.	April 8, 2019			X
Northwestel	January 29, 2008			X
North Nova Cable Ltd.	October 11, 2018			X
NorthWind Wireless Inc.	February 12, 2016			X
Novus Entertainment Inc.	May 23, 2018			X
NuEra Telecom	May 19, 2011			X
Nucleus Information Service Inc.	June 20, 2012			X
Ocdotus inc.	November 6, 2019			X
Odynet	September 2, 2015			X
OnCall Centre	August 24, 2016			X
Ontera Communications	March 19, 2009			X
Ooma Inc.	August 8, 2016			X
OpenFace Internet Inc.	July 20, 2015			X
Oricom Internet	May 26, 2011			X
Owtel Inc.	October 24 2013			X
Paging Network of Canada	April 15, 2014			X
Pathway Communications	July 13, 2012			X
Pinnacle Communications Ltd.	Sept 19, 2018			X
Platinum Communications Corp	March 18, 2013			X
Point To Point Broadband	June 20, 2016			X
Portal One	May 26, 2011			X
POYNT360 Inc.	January 24, 2020			X
Premiere Conferencing (Canada)	March 16, 2009			X
Primus Management ULC	August 1, 2008			X
Public Mobile	May 18, 2011			X
Pulse Telecom	June 9, 2011			X
PWHR Solutions	January 22, 2013			X
QITX IT Solutions	December 30, 2015			X
Quadro Communications Co-operative Inc.	October 30, 2017			X
Quantum Express	April 18, 2017			X
Quebec Internet	September 2, 2015			X
Questzones.net Inc.	October 7, 2013			X
Reliant Communications INC.	September 23, 2015			X
Réseau Picanoc.net	April 12, 2017			X
RingCentral Canada Inc.	September 21, 2016			X
Roam Mobility	March 4, 2016			X
Rocler Technologies	May 27, 2011			X
Rogers	July 20, 2007		X
Roxborough Telephone Company Limited (Ontarioeast)	April 11, 2011			X
SaskTel	October 23, 2007	X
Scandia ISP Internet Inc.	April 15, 2019			X
Sears Connect	August 27, 2009			X
Seaside Communications	March 6, 2012			X
Selectcom Inc.	March 27, 2012			X
Selectcom Telecom	May 18, 2011			X
Sens-net Canada Inc.	April 7, 2014			X
Shaw	September 9, 2009		X
Silo Wireless	October 16, 2015			X
Simconet Technologies	November 14, 2017			X
SkyChoice Communications Inc.	October 2, 2017			X
S.M.S. Vox Inc.	February 9, 2018			X
Smart Telecom	October 23, 2015			X
Softroute Corporation	January 10, 2014			X
Sogetel	June 1, 2009			X
Source Cable Ltd.	September 26, 2013			X
SpeakOut Wireless	February 24, 2012			X
Springtel Communications Inc.	October 10, 2017			X
SSi Micro Ltd.	January 22, 2018			X
Suncor Energy Inc.	June 4, 2013			X
Suntel Networks Inc.	October 18, 2019			X
Sunwire Inc.	July 16, 2019			X
SureNet	July 4, 2012			X
Surf Media Inc.	May 20, 2018			X
SwitchWorks Technologies Inc	May 30, 2011			X
Syban Systems Ltd.	July 19, 2016			X
Talk Canada	February 28, 2012			X
Talk Wireless	December 22, 2011			X
Talkit.ca Inc.	April 23, 2013			X
Tamaani (KRG)	July 7, 2016			X
Targo Communications Inc.	March 4, 2013			X
Tata Communications	March 11, 2009			X
TBay Tel	March 9, 2009			X
Tech Happy Inc.	November 18, 2018			X
Teksavvy Solutions Inc.	March 18, 2011			X
Télébec, société en commandite	January 31, 2008	X
Telesave Communications Ltd.	June 1, 2018			X
Telkel Communications Inc.	March 6, 2019			X
TelKel Inc.	May 11, 2017			X
Tel-Synergy	October 30, 2013			X
Telecommunications Xittel	October 4, 2011			X
Telehop	September 25, 2009			X
Télé-Page (Metro Montreal Communications Inc.  offers service under the brand name Tele-Page)	May 2, 2012			X
Téliphone	June 13, 2012			X
Telizon	May 29, 2009			X
TelNet Communications	June 25, 2012			X
TenTenTel	May 1, 2019			X
TELUS	October 25, 2007	X
TeraGo Communications	March 3, 2009			X
The Internet Centre Canada Inc.	October 17, 2018			X
Toronto Telecom	January 16, 2018			X
Total Cable Services Inc.	January 2, 2020			X
Tough Country Communications	December 17, 2013			X
TrappCall Services Inc.	December 9, 2019			X
Transvision Cookshire	May 30, 2011			X
Truespeed Internet Services Inc.	August 15, 2019			X
Tuckersmith Communications Co-operative Ltd.	November 3, 2017			X
UpTélé Inc.	November 4, 2019			X
Uniserve	September 15, 2009			X
United Online, Inc.	April 28, 2011			X
Uni-Télécom Inc.	February 8, 2019			X
Unity Connected Solutions Inc.	February 12, 2019			X
Utility Network & Partners Inc.	November 26, 2019			X
Velcom	May 16, 2011			X
Velocity	June 24, 2013			X
Verizon Canada Ltd	April 7, 2009			X
VerseTEL Inc.	April 25, 2018			X
Vianet Inc.	February 23, 2009			X
Videotron	July 18, 2007		X
VIF Internet	April 24, 2011			X
Vodalink Telecom Inc.	July 5, 2016			X
VMedia Inc.	June 26, 2015			X
Virgin Mobile	July 23, 2007			X
Vodalink	July 29, 2016			X
Voice Networks Inc.	December 10, 2012			X
VoIP Much Phone Company Inc.	April 25, 2017			X
Vonage	July 17, 2007			X
VoxSun	January 8, 2016			X
Warlight Industries Inc.	December 19, 2013			X
Westman Media Co-operative	May 3, 2013			X
Westnet Wireless	December 13, 2010			X
Wightman Telecom	December 12, 2013			X
WiMacTel	July 27, 2012			X
WISP Internet Services Inc.	November 22, 2019			X
World-Link Communications Inc.	October 15, 2012			X
WTC Communications	March 20, 2015			X
XinFlix	October 24, 2016			X
Xplornet Communications Inc.	March 18, 2013			X
YAP – Your Affordable Provider Inc.	July 20, 2018			X
Yak Communications	November 4, 2008			X
YesUp Ecommerce Solutions Inc.	April 22, 2013			X
YourLink Inc.	April 2, 2015			X
Zayo Canada Inc.	July 20, 2007			X
Zid Internet	March 2, 2012			X