Printer-friendly versionBY-LAWS OF
QUEBEC ANGLOPHONE HERITAGE NETWORK / RÉSEAU DU PATRIMOINE ANGLOPHONE DU QUÉBEC
(Corporation incorporated under Part II of the Canada Corporations Act)
§1. CORPORATION
HEAD OFFICE AND ESTABLISHMENT
1. Place and address of head office. The head office of the Corporation shall be located at the place known City of Lennoxville, in the Province of Quebec, at the address determined by the Board of Directors.
2. Change of head office. The Corporation may, by resolution, change the head office of the Corporation to another place. Such resolution to change the place of the head office shall not be valid unless it has been sanctioned by at least two thirds (2/3) of the votes cast by the voting members at a special general meeting of the members called for this purpose. A copy of this resolution, under the seal of the Corporation, shall immediately be deposited with the Minister.
3. Establishment. The Corporation may have one (1) or more establishments elsewhere in Canada in a place other than that of its head office.
4. Notices to the Corporation. Notices or documents to be sent to, or served upon, the Corporation may be so sent or served, by registered or by certified mail, to the address of the head office. The Corporation is presumed to have received, or to have been served, such notices or documents on the date of normal mail delivery unless reasonable grounds to believe the contrary exist.
SEAL AND OTHER MEANS OF IDENTIFICATION OF THE CORPORATION
5. Form and contents of seal. Unless a different form or other contents are approved by the directors, the seal of the Corporation shall consist of two (2) concentric circles between which shall appear the corporate name of the Corporation with the year of its incorporation only in the center of this seal.
6. Logo. The Corporation may approve one (1) or more logos according to the specifications prescribed by the directors.
7. Facsimile of the seal. If the Corporation carries on business outside the province in which its head office is located, it may approve one (1) or more facsimiles of its seal. Unless other contents are prescribed by the directors, on any such facsimile shall appear the corporate name of the Corporation and/or its version in the language of the province, of the territory, of the state or of the country or political subdivision thereof where the facsimile is used, the year of its incorporation only and the name of the province, of the territory, of the state or of the country or political subdivision thereof.
8. Safekeeping of the seal. The seal shall be kept at the head office of the Corporation or at any other location determined by one (1) of the persons authorized to use it.
9. Safekeeping of the facsimile. The facsimile of the seal shall be kept at the principal establishment of the Corporation situated in the province, in the territory, in the state or in the country or political subdivision thereof where the facsimile is used or at any other location determined by one (1) of the persons authorized to use it.
10. Use of the seal. The use of the seal on a document issued by the Corporation shall be authorized by one (1) of the following persons:
(a) the President of the Corporation;
(b) any Vice-President;
(c) the Secretary;
(d) the Treasurer; and
(e) any other representative designated by the directors.
11. Use of the facsimile. The directors shall determine the representatives authorized to use the facsimile of the seal of the Corporation and only one (1) such authorized representative, at a given time, may affix the facsimile to a document issued by the Corporation.
12. Validity. The Corporation or its guarantors may not assert against a third party who has dealt in good faith with the Corporation or with its assigns that a document bearing the seal of the Corporation or its facsimile and issued by one (1) of its directors, officers or agents having the actual authority or being the person to usually issue such document is neither valid nor genuine.
13. Certification. The person who affixes the seal of the Corporation to any deed or document shall sign a written certification, on which the seal is affixed, indicating the date and place of the affixing of said seal on the deed or other document. In any case, the absence of such certification will not invalidate the deed or other document.
14. Name. The Corporation has a corporate name which was assigned to it at the time of its incorporation and it shall exercise its rights and perform its obligations under that name. The directors may approve or, as the case may be, abandon, the use of one (1) or more assumed, business, trade or firm names or trade-marks so as to enable the Corporation to carry on business or to identify itself, or, as the case may be, to cease to identify itself, by a name other than its corporate name or to identify, or to cease to identify, its wares or its services under one (1) or more trade-marks. However, the corporate name of the Corporation shall be set our in legible characters in all its contracts, invoices, negotiable instruments and orders for goods or services.
15. Change of name. When the Corporation wishes to adopt another name. It may, subject to confirmation by supplementary letters patent, change its corporate name by way of a By-law sanctioned by at least two thirds (2/3) of the votes cast by the voting members at a special general meeting of the members called for this purpose.
BOOKS AND REGISTERS
16. Corporate Records Book. The Corporation shall adopt one (1) or more books in which the following documents, if such be the case, are to be kept:
(a) the original or a copy of the letters patent of the Corporation and the application in which it was requested;
(b) the by-laws of the Corporation and any amendments thereto;
(c) a copy of any declaration deposited in the Register;
(d) the resolutions of the directors, of the Executive Committee and of the other committees of the Board of Directors and the minutes of their meetings, certified by the President of the Corporation, the Chairman of the meeting or by the Secretary of the Corporation;
(e) the minutes of the meetings of the members, certified by the President of the Corporation, the Chairman of the meeting or by the Secretary of the Corporation;
(f) a register of the persons who are or have been directors of the Corporation indicating the name, the address and the profession of each one of them as well as the date of the commencement and, as the case may be, of the end of their term of office;
(g) a register of the members indicating the name, address, occupation or profession of each member as well as the date of his registration as member and, if such is the case, the date when he ceased to be so registered; and
(h) a register of mortgages indicting any mortgage or charge which must be delivered to the Minister, as well as any other mortgage or charge on the property of the Corporation, giving, in each case, a brief description of the mortgaged or charged property, the amount of the mortgage or charge and, except in the case of debentures or other securities payable to order or to bearer, the names of the mortgage creditors, or the assigns.
17. Minutes and resolutions. The minutes of the meetings of the Board of Directors, the Executive Committee and the other committees of the Board of Directors as well as the minutes of the meetings of the members may be kept in the same Corporate Records Book under the same divider tab.
18. Safekeeping. The Corporate Records Book shall be kept at the head office of the Corporation or at any other place determined by the directors.
19. Accounting records. The Corporation shall keep at its head office in the Province of Quebec one (1) or more books in which are recorded its receipts and its disbursements and the matters in respect of which each takes place, its other financial transactions as well as its credits and its liabilities.
20. Examination of books, registers and documents. Subject to the Act, the members, the creditors as well as their agents may examine, during the normal business hours of the Corporation, the following books, registers and documents: the letters patent of the Corporation; the by-laws and any amendments thereto; the minutes of the meetings of the Board of Directors, the Executive Committee and the other committees of the Board of Directors; the minutes of the meetings of the members; the register of the directors of the Corporation; the register of the members of the Corporation or the annual list of the members; the copy of any declaration deposited in the Register.
21. Non-certified copies or excerpts of books, registers and documents. The members and the creditors as well as their mandataries may obtain, at their expense, non-certified copies or excerpts of the books, registers and documents referred to above.
22. Disclosure of information to members. Unless otherwise provided in the Act, no member may insist upon being informed with respect to the management of the business of the Corporation especially where, in the opinion of the directors, it would be contrary to the interests of the Corporation to render any information public. Subject to the provisions outlined in the present By-laws, the directors may determine the conditions under which the books, registers and documents of the Corporation may be made available to the members.
APPLICABLE LEGISLATION
23. Publicity. The Corporation is obliged to assure its publicity pursuant to An Act respecting the legal publicity of sole proprietorships, and to register on the Register, if its head office is in the Province of Quebec or if it carries on activities therein. The President or the Secretary of the Corporation shall be charged with the current or annual updating of the information inscribed in the Register.
24. Signature of declarations to be filed on the Register. The declarations which must be filed with the Inspector General pursuant to An act respecting the legal publicity of sole proprietorships may be signed by the President of the Corporation, any director of the Corporation or by any person designated by the directors.
25. Registration procedure. When the Corporation has an establishment or carries on business outside of Quebec, it must conform to the applicable legislation in such other province, territory, state or country or political subdivision thereof; and in particular, it must respect the registration procedure. The President of the Corporation, any director of the Corporation or any person designated by the directors are authorized to sign any document and to take action required with respect to such registration procedure.
26. Precedence. In the event of a contradiction between the information inscribed pursuant to the Act and the information inscribed pursuant to An Act respecting the legal publicity of sole proprietorships; the information inscribed pursuant to the Act shall have precedence unless the information inscribed pursuant to An Act respecting the legal publicity of sole proprietorships was inscribed at a later date.
§2. REPRESENTATION OF THE CORPORATION
27. Representative bodies. The Corporation shall act through its representative bodies: the Board of Directors, the officers, the meeting of the members and its other representatives. These bodies shall represent the Corporation within the limits of the powers granted to them by virtue of the Act, of its Regulations, of the letters patent or of the by-laws. The Board of Directors may be designated by any other name in any document issued by the Corporation.
DIRECTORS
28. Agent. The director shall be considered to be an agent of the Corporation. He shall have the powers and the duties set out in the Act and its Regulations, in the letters patent and in the by-laws as well as those which are inherent in the nature of his office. In the discharging of his duties, he shall respect the duties with which he is charged under the Act and its Regulations, the letters patent and the by-laws and he shall act within the limits of the powers granted to him.
29. Number. Until changed in accordance with the Act, the Board of Directors of the Corporation shall consist of not fewer than three (3) directors and not more than fifteen (15) directors.
30. Qualifications. The directors shall be individuals who are the full age of eighteen (18) years, and who have the power under law to contract. A director is not required to be a member of the Corporation.
31. First directors. The individuals who applied for the incorporation of the Corporation became its first directors and they shall remain in office until their successors are elected.
32. Composition of Board of Directors. The Board of Directors shall be made up of one representative from each of the following groups of core members:
i) West and Northwest Quebec Region - encompassing the Outaouais, Laurentians, Abitibi-Temiscamingue, Lanaudière and Hudson regions;
ii) Montérégie Region;
iii) Eastern Townships Region;
iv) Montreal Region – encompassing Montreal, West Island, Laval
v) Central and Eastern Quebec Region – encompassing the Quebec City, Chaudière-Appalaches, Saguenay Lac St-Jean, Mauricie, Lower North Shore and Centre-du-Québec regions;
vi) Gulf of St-Lawrence Region – encompassing the Gaspé, Magdalene Islands and Lower St. Lawrence regions;
vii) Education Sector – universities and museums;
viii) A cultural heritage group;
and at least one (1) representative from the At-Large group.
The directors shall be elected by the members at the first meeting of the members following its incorporation and at each subsequent annual general meeting or, if such be the case, at a special meeting of the members called for this purpose.
33. In the event of a change in the composition of the Board of Directors, the Corporation shall give notice of this change by filing a declaration with the Inspector General pursuant to An Act respecting the legal publicity of sole proprietorships.
34. Acceptance of office. A director may accept his office expressly by signing an Acceptance of Office form to this end. However, his acceptance may be made tacitly and, in such a case, it may be inferred from the acts and even from the silence of the director.
35. Term of office. Unless otherwise decided by the members, half of the directors shall be elected at each annual meeting of the members and each director shall hold office for a term not exceeding two (2) years or until the election of his successor, unless he shall resign, or his office becomes vacant by death, removal or other cause. Retiring directors shall be eligible for re-election. The term of office of the first directors following the incorporation of the Company whose names appear at the relevant time in the application for incorporation or in the declaration deposited in the Register shall commence on the date upon which they shall be appointed or elected to replace the first directors and shall end when the term of office of their successors or of their replacements shall commence.
36. De facto directors. The acts of the directors shall be annulled only because they were not qualified to act, that their appointment was irregularly made or that a declaration filed in the Register was incomplete, irregular or erroneous. The act of a person who no longer holds the office of director shall be valid unless, a written notice was sent to the Board of Directors before that act or unless a written notice stating that such person is no longer a director of the Corporation shall have been entered in the Corporate Records Book. This presumption shall only be valid with respect to persons acting in good faith.
37. Notices to directors. The notices or the documents which must be sent to the directors pursuant to the Act and its Regulations or the letters patent and By-laws of the Corporation may be sent by registered or by certified mail or delivered in person to the directors, at the address currently indicated in the Corporate Records Book or in the declaration deposited in the Register. The reception of a notice or a document sent by registered or certified mail to a director shall be presumed to have taken place on the date that such registered or certified mail would have normally been delivered. In order to prove receipt of such notices or documents and the date thereof, it shall be sufficient to establish; that the letter was registered or certified; that it was properly addressed and that it was deposited at the post office; the date on which it was so deposited; and the time which was required for its delivery in the ordinary course of mail delivery, or, if the letter was delivered in person, it shall be sufficient to produce a dated acknowledgment of receipt bearing the signature of the director.
38. Remuneration and expenses. The directors shall receive no remuneration with respect to their duties nor shall they, directly or indirectly, derive a profit as a result of their office. Nothing in these By-laws shall prevent a director from acting as an officer or representative of the Corporation and from being compensated as such. A director may receive advances and shall be entitled to be reimbursed for all expenses incurred in the execution of his office except for those incurred as a result of his own fault.
39. Conflict of interest and of duties. No director may mingle the property of the Corporation with his own; nor may he use, for his own profit or for that of a third party, any property of the Corporation or any information which he obtains by reason of his duties, unless he is authorized to do so by the members of the Corporation. A director shall avoid placing himself in a position of conflict of interest between his personal interest and his duties as director. He shall declare to the Corporation any interest which he holds in an enterprise or in a body corporate which is likely to place him in a position of conflict of interest as well as any right which he may set up against it, indicating, as the case may be, its nature and its value. This declaration of interest shall be recorded in the minutes of the Board of Directors. A director, even in carrying out his duties, may acquire, directly or indirectly, an interest in the property under his administration or he may contract with the Corporation. He shall notify the Corporation immediately of this fact, indicating the nature and the value of the rights which he is acquiring, and shall request that this fact be recorded in the minutes of the Board of Directors or in a resolution in lieu of a meeting. Except where required, he shall abstain from discussing, and from voting on, such matter. A general notice in which a director advises the Board of Directors of the corporation that he is a shareholder of a body corporate or that he is otherwise interested in such business or that he is a member of a partnership and that he should be considered as being interested in all contracts which may be signed with the said body corporate or partnership, is considered as an adequate declaration of the interest that he may have in any contract given under such conditions. This rule, however, shall not apply to the conditions of employment of the director. The directors may grant guarantees, by way of mortgage or otherwise, upon the assets of the Corporation, to any director or officer who personally or otherwise guarantees the liabilities of the Corporation.
40. Resignation. A director may resign from office by forwarding a letter of resignation to the head office of the Corporation by courier or by registered or certified mail. The resignation of a director shall be approved by the directors. Subject to such approval, the resignation shall become effective on the date when the letter of resignation is received by the Corporation or on the date specified in the letter of resignation if subsequent to the date of its sending. Such resignation, however, shall not relieve the director of the obligation of paying any debt owing to the Corporation before his resignation became effective. A director shall be liable for any damage caused to the Corporation by his resignation if he submits it without a serious reason and at an inopportune moment.
41. Removal from office. Unless otherwise provided in the letters patent, any director may be removed from office prematurely by way of a resolution passed, at a special general meeting called for this purpose, by a simple majority of the members entitled to elect him. Notwithstanding the fact that the director has been removed from office prematurely, even without a serious reason and at an inopportune moment, the Corporation shall not be liable for any damage caused to a director by such removal. The director against whom a request for removal from office is directed shall be notified of the place, the date and the time of the meeting within the same time frame as that provided for the calling of the meeting. He shall have the right to attend and to address the meeting or, in a written statement read by the chairman of the meeting, to put forth the reasons why he opposes the resolution proposing his removal from office. The members, by way of a resolution, may fill a vacancy caused by the removal of the director from office at the same meeting.
42. End of term of office. The term of office of a director of the Corporation shall end in the event of his death, of his resignation, of his removal from office or ipso facto if he ceases to be qualified to be a director, upon expiry of his term of office, by the institution of a regime of protective supervision in his respect or by one of the common causes of extinction of obligations provided for by law, such as if he is recognized by a court as having lost the ability to reason, if he becomes bankrupt, suspends his payments or if he makes an arrangement with his creditors. The term of office of a director shall also end in the event of the bankruptcy of the Corporation.
43. Replacement. If a quorum exists, the directors may fill a vacancy on the Board of Directors. If the vacancy cannot be so filled by the directors, they shall call, within thirty (30) days, a special general meeting of the members in order to fill this vacancy. If there are no longer any directors sitting on the Board of Directors or if the directors fail to call such a meeting within the prescribed time limit, then (one (1) or more) members holding not less than one-tenth (1/10) of the votes at a general meeting of the Corporation may call such a meeting. Vacancies on the Board of Directors shall then be filled by way of a resolution of the members. A director appointed to fill a vacancy shall complete the unexpired portion of his predecessor’s term and shall remain in office until his successor or his replacement shall have been appointed or elected. The Corporation shall give notice of this change by filing a declaration with the Inspector General pursuant to An Act respecting the legal publicity of sole proprietorships.
POWERS OF THE DIRECTORS
44. General rule. The directors shall supervise the management and administer the business and the affairs of the Corporation and they may execute, in its name, contracts of any kind which are permitted by law. Generally speaking, they shall exercise all the powers and functions of the Corporation and perform all the acts within the limits of the powers of the Corporation, except those which the Act expressly reserves for the members. In particular, the directors shall be expressly authorized to lease, purchase or otherwise acquire or to sell, exchange, mortgage, pledge or otherwise dispose of the movable or immovable property, present or future, of the Corporation. The directors may pass resolutions with respect to the powers which the directors are obliged to exercise themselves and a copy of such resolutions shall be kept in the Corporate Records Book. Finally, they may perform any other act which is necessary or useful and in the interests of the Corporation.
45. Duties. A director of the Corporation, in the exercise of his powers and in the discharge of his duties, shall act prudently, diligently, honestly and faithfully in the best interests of the Corporation and avoid placing himself in a position of conflict of interest between his personal interest and that of the Corporation. Moreover, a director of the Corporation shall comply with the Act and its Regulations, the letters patent and the By-laws of the Corporation.
46. Expenses. The directors may authorize expenses to promote the objects or the purposes of the Corporation. They may also, by way of resolution, permit one (1) or more officers to hire employees and to remunerate them.
47. Solicitations. The directors may take all appropriate action in order to enable the Corporation to solicit, to accept or to receive donations or legacies of any kind in order to promote the objects or the purposes of the Corporation.
48. By-laws. The directors may, by way of resolution, pass, amend or repeal any By-law governing the business and the affairs of the Corporation. By-laws passed, amended or repealed by the directors shall be submitted to the members at a general meeting held for the purpose of approving such By-laws. After approval by the members, the By-laws so passed, amended or repealed must be approved by the Minister. By-laws so passed, amended or repealed shall not take effect until their passing by the directors and their approval by the members and the Minister.
49. Banking or financial affairs. The banking or financial operations of the Corporation shall be carried on with the banks or with the financial institutions designated by the directors. The directors shall also designate one (1) or more persons to carry out these banking or financial operations on behalf of the Corporation.
50. Financial year. The directors shall determine the date of the end of the financial year of the Corporation.
51. Confirmation by members. The directors, at their discretion, may submit any contract, decision made or transaction for approval, confirmation or ratification at a meeting of the members called for this purpose. Subject to the Act, any such contract, decision made or transaction shall be approved, confirmed or ratified by way of a resolution passed by a simple majority of the votes cast at such meeting and, unless a different or additional requirement is imposed by the Act, the letters patent or any other by-law of the Corporation, such contract, decision made or transaction shall be as valid and as binding upon the Corporation and upon the members as if it had been approved, confirmed or ratified by all the members of the Corporation.
MEETINGS OF THE BOARD OF DIRECTORS
52. Calling of meetings. The President of the Corporation, any Vice-President, the Secretary or any two (2) directors may call a meeting of the Board of Directors at any time and the Secretary of the Corporation shall call the meeting when so directed or otherwise authorized to do so. Such meetings shall be called by way of a notice sent by mail, by telegram, by facsimile or by any other electronic means or delivered in person to the directors, to the current address appearing in the Corporate Records Book or in the declaration deposited in the Register at least fourteen days (14) prior to such meeting. The notice of the meeting shall specify the place, the date and the time of such meeting and, subject to these By-laws, be received at least two (2) clear juridical days prior to the date set for the meeting. Such notice need not specify the purpose nor the agenda of the meeting but it shall indicate any question respecting the powers which the directors are obliged to exercise themselves. A director shall be deemed to have received such notice within the normal time for delivery for the method of communication used, unless there are reasonable grounds for believing that the notice was not received on time or that it was not received at all. If the address of a director does not appear in the Corporate Records Book or in the declaration deposited in the Register, such notice may be sent to the address where, in the judgment of the sender, it is most likely to be received promptly by the director.
53. First directors’ resolutions. After the issue of the letters patent incorporating the Corporation, the directors, may pass by-laws, approve forms of certificates of membership and of registers of the Corporation, authorize members to join, appoint officers, appoint one (1) or more auditors on an interim basis only or, as the case may be, appoint accountants of the Corporation, make any necessary arrangements with banks or with financial institutions, and deal with any other question.
54. Regular meetings. Regular meetings of the Board of Directors shall be held at the place, the date and the time determined by the directors. A copy of any resolution of the directors fixing the place, the date and the time of these regular meetings shall be sent to each director immediately after its passage but no further notice of a regular meeting shall be required, unless a question relating to the powers which the directors are obliged to exercise themselves must be dealt with or settled at that meeting.
55. Annual meeting. Each year, immediately after the annual general meeting of the members, a meeting of the Board of Directors made up of the newly-elected directors shall be held, provided that a quorum exists, for the purposes of appointing the officers, if such be the case, and the other representatives of the Corporation, and to deal with any question which may be raised thereat. Such meeting shall be held without notice unless a question respecting the powers which the directors are obliged to exercise themselves must be dealt with or settled at that meeting.
56. Emergency meeting. A meeting of the Board of Directors may be called by any means, at least three (3) hours before the meeting, by one (1) of the persons who have the power to call a meeting of the Board of Directors, if, in the opinion of such person, it is urgent that a meeting be held. In determining the validity of a meeting so called, such notice shall be considered sufficient in itself.
57. Waiver of notice. Any director may, verbally or in writing, waive his right to receive notice of a meeting of the Board of Directors or of a change in such notice or in the time indicated therein. Such waiver may be given validly before, during or after the meeting in question. The attendance of a director at the meeting, in itself, shall constitute a waiver, except where he indicates that he is attending the meeting for the express purpose of objecting to the proceedings because, among other reasons, the meeting was not validly called.
58. Place of meetings. Meetings of the Board of Directors shall be held at the head office of the Corporation or at any other place, in Canada or elsewhere, fixed by the directors.
59. Quorum. Subject to the Act, the letters patent and the By-laws of the Corporation, the quorum at a meeting of the Board of Directors shall be a simple majority of the directors then in office. If a quorum is not attained within fifteen (15) minutes after commencement of the meeting, the directors may only decide on an adjournment thereof. The quorum shall be maintained for the duration of the meeting.
60. Chairman and Secretary. The President of the Corporation or any Vice-President shall preside at meetings of the Board of Directors, and the Secretary of the Corporation shall act as the secretary thereof. In the absence of these persons, the directors shall choose a chairman from amongst themselves, and, if such be the case, any person to act as secretary of the meeting.
61. Procedure. The chairman of a meeting of the Board of Directors shall be responsible for the proper conduct of the meeting, shall submit to the directors the proposals which must be put to a vote and, generally, shall establish reasonable and impartial rules of procedure usually followed by deliberating assemblies. Failure by the chairman of the meeting to submit a proposal shall entitle any director to do so before the end or the adjournment of said meeting, provided such proposal is within the powers of the directors and if no reference thereto is required in the notice of the meeting, the directors may consider the proposal without it having been seconded. To this end, the agenda of any meeting of the Board of Directors shall be deemed to allow time for the directors to submit such proposals.
62. Vote. Each director may cast one (1) vote and all questions submitted to the Board of Directors shall be decided by a simple majority vote of the directors in attendance and voting. Voting shall be by a show of hands unless the chairman of the meeting or a director in attendance requests a ballot. If a ballot is held, the secretary of the meeting shall act as scrutineer and count the ballots. In both cases, if one (1) or more directors participate in a meeting by way of technical means, they shall indicate verbally to the secretary the manner in which they shall be casting their vote. Voting by proxy shall not be permitted at meetings of the Board of Directors. The chairman of the meeting shall not have a second or casting vote in the event of a tie vote.
63. Dissidence. A director present at a meeting of the Board of Directors is not bound by the acts of the Corporation and is not presumed to have agreed with all the resolutions passed or measure taken therein if, during the meeting, his dissidence is recorded in the minutes of the meeting, at his request or not, or if he sends a written notice to the secretary of the meeting, before its end or adjournment, express his dissidence or if a notice of his dissidence is sent to the Corporation by registered or certified mail or is delivered to the head office of the Corporation immediately after the end of adjournment of the meeting. A director absent from a meeting of the Board of Directors is presumed not to have approved a resolution or participated in a measure taken during such meeting, if in the seven (7) days following his becoming aware of the resolution, he had his dissidence recorded in the minutes of the meeting or he sends or has sent his dissidence by registered or certified mail or delivers it or has it delivered to the head office of the Corporation.
64. Meeting by way of technical means. All the directors, or one (1) or more directors with the consent of all the other directors of the Corporation, given before the meeting, in a specific manner for a given meeting or in a general manner for all subsequent meetings, may participate in a meeting of the Board of Directors by way of technical means, such as a telephone, which enable them to communicate simultaneously, instantaneously and equally with the other directors or persons attending, or participating in the meeting. In such cases, these directors shall be deemed to have attended the meeting, which shall be deemed to have been held at the head office of the Corporation. The directors attending, or participating in, a meeting held using such technical means may decide on any matter, including the passage of a by-law, the exercise of one (1) of the powers which the directors are obliged to exercise themselves or the replacement of a director. A director may also declare any conflict of interest at such meeting. The secretary shall keep the minutes of such meetings and shall record any dissidence and the voting pursuant to the provisions outlined in the present By-laws. The declaration by the chairman and the secretary of the meeting so held that a director participated in the meeting shall be valid unless proven otherwise. In the event of an interruption in the communication with one (1) or more directors, the meeting shall no longer be valid even if a quorum is maintained. The chairman of the meeting shall take all reasonable means to guarantee the security of the communications.
65. Adjournment. The chairman of a meeting of the Board of Directors may, with the consent of the simple majority of the directors in attendance, adjourn the meeting to another place, date and time. The continuance of any meeting so adjourned may take place without notice if the place, the date and the time of the continuance of the meeting are announced at the original meeting. At the continuance of the meeting, the directors may validly decide on any matter which was not settled at the original meeting, provided a quorum is present. The directors who constituted the quorum at the original meeting need not be those constituting the quorum at the continuance of the meeting. If a quorum does not exist at the continuance of the meeting, the meeting shall be deemed to have ended when the adjournment was pronounced at the previous meeting.
66. Validity. Decisions made during a meeting of the Board of Directors shall be valid notwithstanding any irregularity, discovered thereafter, in the election or in the appointment of one (1) or more directors or their inability to serve as directors.
OFFICERS AND REPRESENTATIVES
67. Agents. The officers and the representatives shall be considered to be agents of the Corporation. They shall have the powers and the duties set out in the Act and its Regulations, in the letters patent and the present By-laws as well as those which are inherent in the nature of their office. In performing their functions, they shall respect the duties which they are charged with under the Act, its Regulations, the letters patent and the present By-laws and they shall act within the limits of the powers granted to them.
68. Appointment. Subject to the provisions of the letters patent or of the By-laws, the directors may appoint any qualified person, who, unless otherwise provided in the present By-laws, need not necessarily be a member or a director of the Corporation, to the office of President of the Corporation, of Vice-President, of Treasurer or of Secretary, and they may provide for assistants to such officers. The directors, or the President of the Corporation with the consent of the directors, may create any other office and appoint thereto qualified persons, whether they be members of the Corporation or not, to represent the Corporation and to discharge the duties which the directors may determine. The officers or the representatives may delegate the powers which they have received from the directors as well as those which are inherent in their office. However, they shall select their substitutes carefully and provide them with appropriate instructions.
69. Cumulative duties. The same person may hold two (2) or more offices within the Corporation, provided that they are not incompatible with each other. Where the same person holds the offices of Secretary and Treasurer, he may, but need not, be designated as the “Secretary-Treasurer” of the Corporation.
70. Term of office. The term of office of the officers and the representatives of the Corporation shall begin with their acceptance of the office and such acceptance may be inferred from their acts or even from their silence. Their term of office shall continue until their successors or their replacements are appointed by the directors, unless their term of office ends prematurely.
71. Remuneration. The remuneration of the officers or the representatives of the Corporation shall be fixed by the directors without their having to pass a resolution for this purpose, or, in the absence of such a decision by the directors, by the President of the Corporation. Unless otherwise provided, such remuneration shall be in addition to any other remuneration paid to the officer or the representative in another capacity by the Corporation. The fact that an officer, representative or employee shall also be a director or a member of the Corporation shall not disqualify him from receiving, in his capacity as officer, representative or employee, such remuneration as may be determined.
72. Powers. Subject to the letters patent and the By-laws, the directors shall determine the powers of the officers and the representatives of the Corporation. The directors may delegate to them all their powers, except the powers which the directors are obliged to exercise themselves or those which require the approval of the members. The officers and the representatives shall also have the powers inherent in the Act or which normally relate to their office. Furthermore, they may exercise these powers either within or outside of Quebec.
73. Duties. The officers and the representatives shall, in carrying out their duties, act prudently, diligently, honestly and faithfully in the best interests of the Corporation and within the limits of their respective offices and they shall avoid placing themselves in a position of conflict of interest between their personal interest and that of the Corporation. They shall be deemed to have acted within the limits of their offices when they carry out their duties in a manner which is most advantageous for the Corporation. They shall be held liable to the Corporation for things performed alone which they were only authorized to carry out in conjunction with one (1) or more other persons unless they acted in a manner which turned out to be more advantageous for the Corporation than that which has been agreed upon. In making a decision, they may rely in good faith on the opinion or the report of an expert and, in such a case, shall be deemed to have acted prudently, diligently, honestly and faithfully in the best interests of the Corporation.
74. President. The President of the Corporation shall be its chief executive officer subject to the control of the directors. He shall generally supervise, administer and manage the business and the affairs of the Corporation, except for the powers which the directors are obligated to exercise themselves and for the business which must be transacted by the members at annual or special general meetings. He shall appoint and dismiss the agents as well as hire, lay off, fire or dismiss the employees of the Corporation. He shall also exercise all the powers and carry out all the duties delegated to him by the directors. When requested to do so by one (1) or more of the directors, he shall provide all relevant information relating to the business and to the affairs of the Corporation. The President of the Corporation, if he is a director and if he is in attendance, shall preside at a meeting of the Board of Directors and all meetings of the members.
75. Vice-President. In the absence of the President of the Corporation or in the event of the latter’s inability, refusal or failure to act, the Vice-President shall possess all the powers and assume all the duties of the President of the Corporation save that no Vice-President who is not otherwise qualified to attend a meeting of the Board of Directors or of the members as a director or as a member shall preside at such meeting. If there is more than one (1) Vice-President, the President of the Corporation shall designate any Vice-President to act on his behalf, and, if the President of the Corporation fails to do so, the directors may designate such Vice-President and, finally, failing such designation by the directors, the Vice-presidents may act on the basis of seniority.
76. Treasurer. The Treasurer shall generally manage the finances of the Corporation. He shall be responsible for all funds, shares, books, receipts or discharges and other documents of the Corporation. He shall deposit all money and other valuables in the name and to the credit of the Corporation in the bank or financial institution chosen by the directors. He shall submit at each meeting of the Board of Directors, whenever required to do so by the Chairman of the meeting or by a director, a detailed statement of account of the receipts and disbursements as well as a detailed accounting of the financial position of the Corporation. He shall present a detailed financial statement of the Corporation, prepared in accordance with the Act, at the meeting of the Board of Directors prior to the annual general meeting of the members. He shall be responsible for receiving, and for issuing receipts for, the amounts payable to the Corporation, and for paying, and for receiving receipts for, amounts which the Corporation owes, whatever the source of the funds may be. He shall carry out all the duties which are inherent in his office as well as exercising all the powers and carrying out all the duties delegated to him by the directors. The directors may appoint an Assistant-Treasurer to assist the Treasurer of the Corporation in the discharge of his duties.
77. Secretary. The Secretary shall act as secretary at all meetings of the Board of Directors, the Executive Committee, unless the latter decides otherwise, and the other committees of the Board of Directors as well as at all meetings of the members. He shall ensure that all notices are given and that all documents are sent in accordance with the provisions the Act and the by-laws of the Corporation and he shall keep, in the Corporate Records Book, the minutes of the meetings of the Board of Directors, the Executive Committee and the other committees of the Board of Directors and of the meetings of the members as well as the resolutions of the directors, the Executive Committee and the other committees of the Board of Directors. He shall be responsible for the safekeeping of the seal of the Corporation and shall ensure the conservation and the updating of all books, registers, reports, certificates and other documents of the Corporation. He shall also be responsible for the filing of the records of the Corporation. He shall countersign the minutes and the certificates of membership. Finally, he shall discharge such other duties as shall be entrusted to him by the President of the Corporation or by the directors. The Assistant-Secretary shall exercise the powers and discharge the duties which are delegated to him by the directors or by the Secretary.
78. Posting of security bond. The directors, the President of the Corporation or any person designated by any one (1) of them, may require that certain officers, representatives or employees of the Corporation post a security bond, in such form and containing such guarantees as the directors may determine, in order to guarantee the proper performance of their powers and carrying out of their duties.
79. Conflict of interest. An officer or representative shall avoid placing himself in a position of conflict of interest between his personal interest and that of the Corporation and he shall declare any conflict of interest to the directors. The rules governing conflicts of interest of the directors shall apply, with all necessary changes, to the officers and to the representatives.
80. Signing of documents. Contracts, documents or instruments in writing requiring the signature of the Corporation may be signed by the President of the Corporation alone or by two (2) persons holding the office of Vice-President, director, Secretary, Treasurer or by their duly authorized assistants and all contracts, documents or instruments in writing so signed shall bind the Corporation without the necessity of any other authorization or formality. The directors may also authorize any other person to sign and to deliver on behalf of the Corporation all contracts, documents or instruments in writing and such authorization may be given by way of resolution in general or in specific terms.
81. Mechanically reproduced signature. Subject to the Act, the directors may allow the contracts, documents or instruments in writing which are issued by the Corporation to bear mechanically reproduced signatures. The signature appearing on a resolution in lieu of a meeting of the Board of Directors may also be mechanically reproduced, including the use of a stamp as a signature.
82. Proxyholder of the Corporation. The directors may authorize any person to sign and to convey proxies and to ensure that the proper ballots or other evidence of the right to vote attached to all the shares held by the Corporation shall be issued. Furthermore, the directors may, from time to time, determine the manner in which, and designate one (1) or more persons by whom, the right to vote may or shall be exercised.
83. Legal or other proceedings. The President of the Corporation or any other person authorized by the directors or by the President of the Corporation shall respectively be authorized to institute any action, suit, petition, proceeding of a civil, criminal or administrative nature or any other legal proceeding on behalf of the Corporation or to appear and to answer for the Corporation with respect to any writ, order or injunction, issued by any court of law or by any tribunal, with respect to any interrogatories upon articulated facts, and with respect to any other action, suit, petition or other legal proceeding in which the Corporation shall be involved; to answer in the name of the Corporation with respect to any seizure by garnishment in which the Corporation shall be garnishee and to make any affidavit or sworn declaration relating to such garnishment or to any other legal proceeding to which the Corporation shall be made a party; to make demands or requests for assignment of property or petitions for winding-up or sequestration orders against any debtor of the Corporation; to attend, and to vote at, any meeting of the creditors or of the debtors of the Corporation; to grant proxies and to take, with respect to such actions, suits, petitions or other legal proceedings, any other action or deed thought to be in the best interests of the Corporation.
84. Prima facie evidence of By-law. A copy of a By-law of the Corporation to which the seal of the Corporation has been affixed and which purports to have been signed by the President or the Secretary of the Corporation shall be admissible against any member of the Corporation as being in itself, prima facie evidence of the By-law.
85. De facto officers or representatives. The acts carried out by the officers or the representatives shall not be voidable only because of the fact that the latter were incapable or that their appointment was irregularly made.
86. Resignation. Any officer or representative may resign from office by forwarding a letter of resignation to the head office of the Corporation by courier or by registered or certified mail. The resignation shall become effective upon receipt of the letter of resignation by the Corporation or at any later date specified therein. The resignation of an officer or of a representative may only take place subject to the provisions of any existing employment contract between him and the Corporation. However, the resignation shall not relieve the officer or the representative of the obligation of paying any debt owing by him to the Corporation before such resignation became effective. The officer or the representative shall be liable for any damage caused to the Corporation by his resignation if he submits it without a serious reason and at an inopportune moment.
87. Removal from office. The directors may remove from office any officer or representative of the Corporation and may choose the successor or the replacement of such person. The removal from office of an officer or of a representative may only take place subject to the provisions of any existing employment contract between him and the Corporation. However, the Corporation shall be liable for any damage caused to the officer or to the representative by his removal from office, if done without a serious reason and at an inopportune moment.
88. End of term of office. The term of office of an officer or a representative shall end upon his death, his resignation, his removal from office, upon expiry of his term of office as officer or representative, if he is declared incapable by a court of law in another province, in another territory, in another state or in another country or political subdivision thereof, if he becomes an undischarged bankrupt, upon appointment of his successor or of his replacement, by the institution of a regime of protective supervision in his respect or by one of the common causes of extinction of obligations provided for by law.
EXECUTIVE COMMITTEE AND OTHER COMMITTEES
89. Appointment. The Board of Directors, if it is made up of more than six (6) directors, may create an Executive Committee made up of at least three (3) directors, provided it is authorized to do so by a By-law duly passed by the vote of at least two-thirds (2/3) of the members entitled to vote and in attendance at a special general meeting of the Corporation held for this purpose. The appointment of members of the Executive Committee shall normally take place at the meeting of the Board of Directors immediately following the annual general meeting of the members.
90. Qualifications. The members of the Executive Committee of the Board of Directors shall be chosen from among the directors. A majority of the members of the Executive Committee need not be made up of resident Canadians or of residents of the Province of Quebec.
91. Powers. Subject to the restrictions contained in the By-law passed by the members with respect to the Executive Committee and subject to other By-laws which may be passed from time to time by the directors, the Executive Committee shall exercise, under the control of the directors, all the powers of the directors with regard to the management and control of the business and of the affairs of the Corporation, except for the powers which the directors are obliged to exercise themselves and for those powers which require the approval of the members. The Executive Committee shall report on its activities to the directors who may reverse or modify the decisions of the Executive Committee, subject to the rights of third parties. The Executive Committee shall consult with and assist the officers and representatives in all matters concerning the Corporation and its management.
92. Meetings. The directors or any person appointed by them may call meetings of the Executive Committee at any time. These meetings shall be chaired by the President, or, in his absence, by a chairman selected by the members of the Executive Committee in attendance at the meeting from among their number. The Secretary of the Corporation shall also act as the secretary of the Executive Committee, unless the Executive Committee decides otherwise. The rules applicable to meetings of the Board of Directors shall apply, with all necessary changes, to meetings of the Executive Committee, and in particular those rules with respect to the notice of a meeting outlined in the present By-laws. The quorum at meetings of the Executive Committee shall be a simple majority of the members of the Executive Committee.
93. Remuneration. Members of the Executive Committee shall not be entitled to any remuneration for their services, subject to their right to be reimbursed for reasonable expenses incurred in the exercise of their functions.
94. Compensation. Members of the Executive Committee shall be entitled to be compensated by the Corporation for costs and expenses incurred in carrying out their duties. Such compensation shall be made in accordance with the Division of the present By-laws entitled "Protection of the Directors, of the Officers and of the Representatives."
95. Other committees. The directors may also create other advisory committees which they deem necessary and appoint any person to serve thereon, whether such person is a director of the Corporation or not. The powers of these other committees shall be limited to those powers delegated to them by the directors and such other committees shall only have access to such information as the directors may determine. Members of these other committees shall be entitled to the remuneration for their services which the directors of the Corporation shall fix without having to pass a resolution to this end. They shall also be entitled to be compensated by the Corporation for costs and expenses incurred in carrying out their duties. Such compensation shall be made in accordance with the Division of the present By-laws entitled “Protection of the Directors, of the Officers and of the Representatives”. The rules applicable to meetings of the Board of Directors shall apply, with all necessary changes, to meetings of these other committees. The quorum at meetings of each of these committees shall be a simple majority of the members of that committee.
96. Removal from office and replacement. The directors may remove from office any member of the Executive Committee or any other committee of the Board of Directors. Despite the fact that the removal from office of a member of the Executive Committee shall have been carried out prematurely, without a serious reason and at an inopportune moment, the corporation shall not be liable for any damage caused to the member of the Executive Committee. The directors may fill any vacancy which occurs on any committee at a meeting called for this purpose or by way of resolution.
97. End of term of office. The term of office of a member of the Executive Committee or of any other committee of the Board of Directors shall end by reason of his death, of his resignation, of his removal from office by the directors, upon expiry of his term of office, if he is declared incapable by a court of law in another province, in another territory, in another state or in another country or political subdivision thereof, if he becomes an undischarged bankrupt, if he becomes disqualified from serving as a director or as a member of the Executive Committee or of any committee of the Board of Directors, upon appointment of his successor or of his replacement, by the institution of a regime of protective supervision in his respect or by one of the common causes of extinction of obligations provided for by law.
PROTECTION OF THE DIRECTORS, OFFICERS AND REPRESENTATIVES
98. Exoneration of liability vis-à-vis the Corporation and third parties. Except as otherwise provided in the Act or in the By-laws of the Corporation, no director or officer acting or having acted for or in the name of the Corporation shall be held liable, in this capacity of in his capacity as agent of the Corporation, whether it be vis-à vis the Corporation of third parties, for the acts, conduct, things done or allowed to be done, omissions, decision made or not made, liabilities, undertakings, payments made, receipts given or discharges granted, negligence or the faults of any other director or officer shall be held liable vis-à-vis the Corporation for any direct or indirect loss suffered by the latter for any reason whatsoever; in particular, he shall not be held liable either for the insufficiency or the deficiency of title to any property acquired by the Corporation, or for or on its behalf, or for the insufficiency or the deficiency of any security or debt instrument in or by which any of the funds or of the assets of the Corporation shall be or have been placed or invested or for any loss or damage resulting form the bankruptcy, the insolvency or the delictual act of any person, including any person with whom or with which funds, shares, assets or negotiable instruments shall be or have been placed or deposited . Furthermore, the directors or the officers shall not be held liable vis-à-vis the Corporation for any loss or embezzlement, misappropriation or any other damage resulting from any dealings with respect to any funds, assets or shares or for any other loss, damage or misfortune whatsoever which may occur in the discharge of, or in relation to the discharge of, their duties unless the same shall occur owing to their failure to discharge the duties of their office prudently, diligently, honestly and faithfully in the best interests of the Corporation or owing to the fact that the directors or the officers shall have placed themselves in a position of conflict of interest between their personal interest and that of the Corporation. None of the above shall be interpreted in such a way as to relieve a director or an officer of his duty to act in accordance with the Act and its Regulations or of his joint or several liability for any breach thereof, in particular in the event of a breach of the specific provisions of the Act or its Regulations. Moreover, the directors or the officers shall not be held individually or personally liable vis-à-vis third parties during their term of office in respect of a contract, a decision made, an undertaking or a transaction, whether or not concluded, or with respect to bills of exchange, to promissory notes or to cheques drawn, accepted or endorsed, to the extent that they are acting or they acted in the name, or on behalf, of the Corporation, in the ordinary course of the performance of the powers which they have received, unless they acted prior to the incorporation of the Corporation and unless their acts have not been ratified by the Corporation after its incorporation within the time limit prescribed by the Act.
99. Right to compensation. The Corporation shall compensate its directors, officers or its representatives in respect of all costs or expenses reasonably incurred by them in connection with the defense of an action, of a suit, of a petition, of a proceeding of a civil, of a criminal or of an administrative nature or of any other legal proceeding to which one (1) or more of them were parties by reason of their duties or of their office, whether this action, this suit, this petition or this legal proceeding was instituted by or on behalf of the Corporation or by a third party. Reasonable costs or expenses shall include, in particular, all damages or fines arising from the acts done by the directors, by the officers or by the representatives in the discharge of their duties as well as all amounts paid to settle an action or to satisfy a judgment. The right to compensation shall exist only to the extent that the directors, the officers or the representatives were substantially successful on the merits in their defense of the action, of the suit, of the petition or of the legal proceeding, that they acted prudently diligently, honestly and faithfully in the best interests of the Corporation, that they did not place themselves in a position of conflict of interest between their personal interest and that of the Corporation, and, in the case of an action, of a suit, of a petition or of a proceeding of a criminal or of an administrative nature leading to the imposition of a fine, to the extent that they had reasonable grounds for believing that their conduct was lawful or to the extent that they were acquitted or freed. The Corporation is or was a member or a creditor. If such be the case, their compensation shall be paid to the heirs, legatees, liquidators, transferees, agents, legal representatives, successors, assigns or rightful claimants of the directors, of the officers or of the representatives, in accordance with the following
100. Legal action by third party. Where an action, a suit, a petition, a proceeding of a civil, criminal or administrative nature or any other legal proceeding is instituted by a third party against one (1) or more of the directors, officers or representatives of the Corporation for one (1) or more acts done in carrying out their duties, the Corporation shall assume the defense of its agent.
101. Legal action by the Corporation. Where an action, a suit, a petition, a proceeding of a civil, criminal or administrative nature or any other legal proceeding is instituted by the Corporation against one (1) or more of its directors, officers or representatives for one (1) or more acts done in carrying out their duties, the Corporation may pay compensation to the directors, officers or representatives if it loses its case and if a court of law or a tribunal so orders. If the Corporation only wins its case in part, the court of law or the tribunal may determine the amount of the costs or of the expenses which the Corporation shall assume.
102. Liability insurance. The Corporation may purchase and maintain for the benefit of its directors, officers, representatives, of their predecessors as well as of their heirs, legatees, liquidators, transferees, agents, legal representatives, successors, assigns or rightful claimants insurance covering any liability incurred by them by reason of their acting or having acted as a director, officer or representative of the Corporation or, at the request of the latter, of a body corporate of which the Corporation is or was a member or a creditor. However, this insurance shall not cover the liability arising from the failure of the insured to act prudently diligently, honestly and faithfully in the best interests of the Corporation, nor the liability arising from a fault or from a personal offence severable from the discharge of their duties nor the liability arising from the fact that the insured shall have placed themselves in a position of conflict of interest between their personal interest and that of the Corporation.
103. Compensation after end of term of office. The compensation provided for in the preceding paragraphs may be obtained even after the person has ceased to hold the office of director, officer or representative of the Corporation or, if such be the case, of a body corporate of which the Corporation is or was a member or a creditor. In the event of death, the compensation may be paid to the heirs, legatees, liquidators, transferees, agents, legal representatives, successors, assigns or rightful claimants of such person. Such compensation may also be combined with any other recourse which the director, officer or representative, one (1) of his predecessors as well as his heirs, legatees, liquidators, transferees, agents, legal representatives, successors, assigns or rightful claimants may have.
104. Determination of conditions prior to compensation. In the event that a court of law or a tribunal has not made a finding on the matter, the compliance or the non-compliance of the conduct of a director, officer or representative with the standards of conduct set out in the present By-laws, or the question of whether a case was won in part or whether a person was substantially successful on the merits in his defense of the action, of the suit, of the petition or of the legal proceeding shall be determined in the following manner: a) by a simple majority vote of the directors who are not parties to such action, suit, petition or legal proceeding, if a quorum exists; or b) by way of opinion from an independent legal counsel if such a quorum of the directors cannot be attained, or, even if attained, if a quorum of the directors who are not parties to such action, suit, petition or legal proceeding so decides; or, failing the above, c) by decision of the simple majority of the members of the Corporation.
105. Place of action. The powers and the duties of the Corporation with respect to the compensation of any director officer or representative shall apply regardless of the place where the action, the suit, the petition or the legal proceeding shall have been instituted.
§3. MEMBERS
MEMBERSHIP STATUS
106. Classes. The Corporation may have three (3) classes of members. The rights, conditions and restriction attaching to each of the classes shall be determined in the letters patent of the Corporation or, failing any provision in this respect, in the By-laws of the Corporation.
107. Core members. Unless otherwise provided in the letters patent, any community based organization working in the heritage sector, for example in the historical, genealogical, archival and museum societies interested in promoting the objects or the purposes of the Corporation may become a Core member by forwarding an application for membership to the Corporation and unless otherwise provided in the letters patent, the directors shall determine the membership fee. Each such organization shall be entitled to have two (2) delegates. Each Core member has a right to vote.
108. Affiliated members. The status of Affiliated member may be granted to any regional special interest group who has anglophone heritage as an aspect of its mandate and is interested in promoting the objects or the purposes of the Corporation. The Affiliated member’s application for membership shall be accepted by the directors and unless otherwise provided in the letters patent, the directors shall determine the membership fee. Each such group shall be entitled to have two (2) delegates. The Affiliated member does not have the right to vote.
109. Individual members. The directors may grant the status of Individual member to any person researching and studying the history of Quebec and having objects or purposes similar to those of the Corporation. The Individual member’s application for membership shall be accepted by the directors and unless otherwise provided in the letters patent, the directors shall determine the membership fee. The Individual member does not have the right to vote.
110. Application for membership by the Core members. Each application for core membership shall be forwarded to the Secretary of the Corporation. Membership is always conditional upon payment of the fee which has been set. The directors may require any additional document or information to be provided with the application for membership. The directors shall examine each application separately and make their recommendations. In the event of a negative recommendation, the directors shall communicate such recommendation to the applicant in a timely fashion so as to enable the latter to withdraw its application before it is circulated to the members.
111. Application for membership by the Affiliated and Individual members. Subject to the appointment of Core members, each application for membership shall be forwarded to the Secretary of the Corporation. Membership is always conditional upon payment of the fee which has been set. The directors may require any additional document or information to be provided with the application for membership. The directors shall examine each application separately and make their recommendations. In the event of a negative recommendation, the directors shall communicate such recommendation to the applicant in a timely fashion so as to enable the latter to withdraw its/his application before it is circulated to the members. The members may voice their opinions with respect to any application for membership.
112. Decision with respect to application. The directors, by way of a resolution passed by a simple majority of its members, shall decide on applications for membership. The decisions shall be made during a special meeting called for this purpose, subject to the directors making any recommendation known to the members before the meeting.
113. Cards or certificates of membership. The directors may issue cards or certificates of membership and approve the form and the contents thereof. It shall not be necessary to issue cards or certificates of membership to the regular members who signed the application for letters patent when the latter resign in the course of the organizational proceedings of the Corporation.
114. Membership fee and annual assessment. The directors may set the membership fee and the annual assessment for each class of member. If such be the case, these amounts shall be paid in cash or by cheque and the annual assessment shall be due at the beginning of the fiscal year and must be paid before the date of the annual general meeting of the members of the Corporation. The directors may change these amounts provided they send a notice at least four (4) weeks prior to the effective date of such change to each of the members advising them of such amendment and thus enabling them to consult the members at a general meeting.
115. Members in good standing. A member shall be in good standing with the Corporation when he shall have paid the membership fee and the annual assessment in accordance with the fee structure and due date set up by the directors for his class.
116. Resignation. A member may resign by sending a written notice to the head office of the Corporation. His resignation shall be effective upon acceptance thereof by the directors. However the member is obliged to pay to the Corporation any annual fees due before his resignation takes effect. When a person has ceased to be a member before the expiry of the period covered by his annual fees, the portion of these annual fees relating to the period during which the person was no longer a member of the Corporation cannot be claimed, however the directors may grant such a refund if they see fit to do so. The regular members who signed the memorandum of agreement may resign during the course of the organizational proceedings of the Corporation and, in such a case, they shall not be liable for any membership fee or for any annual fees.
117. Suspension. Any member who does not pay his annual fees within three (3) months from the date when such fees are due may be suspended and lose all his rights, including, among others, the right to vote, the right to nominate candidates for membership and the right to act as an officer of the Corporation. The Secretary of the Corporation shall notify any member in writing of his suspension. Where the amounts have been due for more than one year, the member shall be deemed to have tendered his resignation and, he may be charged additional fees if he wishes to be reinstated as a member. A suspension shall be made by way of resolution of the Board of Directors passed by a simple majority of the members present at a special meeting called for this purpose.
118. Expulsion. A member may be obliged to explain and to justify his actions, if, in the view of the Board of Directors, his conduct may be contrary to the objects or purposes of the Corporation or its By-laws. If the member refuses or is unable to provide such justification, the Board of Directors may call for his resignation. If the member refuses to resign, he may be expelled from the Corporation only after the Board of Directors has given a notice demanding the expulsion of the member. This notice of expulsion shall be considered at the following meeting of the Board of Directors and a copy of the notice shall be given to the member whose expulsion is requested, thus enabling the latter to prepare a written response. Where a written response has been provided in time, it shall be appended to the notice. Lastly, the member in question shall be entitled to be heard at the meeting. Expulsion shall only be made by way of resolution of the Board of Directors passed by a simple majority of the members present at a special meeting called for this purpose.
NOTICES AND INFORMATION TO MEMBERS
119. Notices to members. Subject to the provisions of the present By-laws, the notices or the documents required by the Act and its Regulations, the letters patent or the By-laws of the Corporation to be sent to the members may be sent by registered or by certified mail or delivered in person to the members, to or at the current address indicated in the Corporate Records Book. A member shall be deemed to have received a notice or a document sent by registered or certified mail at the time when, according to the ordinary course of mail delivery, the registered or certified letter containing such notice or document should have been received. In order to prove receipt of such notices or documents and the date thereof, it shall be sufficient to establish that the letter was registered or certified, that it was properly addressed and that it was deposited at a post office, as well as the date on which it was so deposited and the time which was required for its delivery in the ordinary course of mail delivery or, if the letter was delivered in person, it shall be sufficient to produce a dated acknowledgement or receipt bearing the signature of the member.
120. Addresses of members. The Corporation may consider the member who is registered in the register of members of the Corporation as being the only person entitled to receive the notices or the documents which must be sent to the member. The sending of any notice or document to such person, in accordance with the provisions outlined in the present By-laws, shall constitute sufficient notice to the heirs, legatees, liquidators, transferees, agents, legal representatives, successors, assigns or rightful claimants of the members. Each member shall provide the corporation with an address where the notices or the documents shall be sent to him or left for him, failing which he shall be deemed to have waived his right to receive such notices or documents.
121. Untraceable member. The Corporation shall not be obliged to send to an untraceable member the notices or the documents which, pursuant to the Act and its Regulations, the letters patent or the By-laws of the Corporation, must be sent to the members if previous notices or documents sent to such member have been returned to it on more than three (3) consecutive occasions, unless such member notifies the Corporation in writing of his new address.
122. Annual general meetings. Annual meetings of the members of the Corporation shall be held within eighteen (18) months following the incorporation of the Corporation, and then, once in each calendar year and not later than 15 months following the last preceding annual meeting. The directors shall determine the place, the date and the time of the annual meeting. At such meetings, the members shall receive and take notice of the financial statements of the Corporation and of the auditor’s report, elect directors, appoint one (1) or more auditors and take notice of, and decide on, any other matter which the annual meeting may legally consider. The annual meeting may be called by the President of the Corporation or by any director in accordance with the provisions outlined in the present By-laws.
123. Meetings of members. Meetings of the members may be called at any time by the President of the Corporation or by two (2) directors by way of a notice of meeting sent at least ten (10) clear juridical days prior to such meeting. A meeting of the members may also be called by any means other than by mail, at least two (2) days prior to such meeting, if, in the directors’ opinion, it is urgent that such meeting be held.
124. Calling by members. A meeting of the members shall be called at the request of members who, on the date of the filing of the request, hold at least one-tenth (1/10) of the votes at a general meeting. Such request shall set out, in general terms, the business to be discussed at the meeting so requested, be signed by the petitioners and be filed at the head office of the Corporation. Upon receipt of such a request, it shall be incumbent on the President of the Corporation or the Secretary to call the meeting in accordance with the By-laws of the Corporation. If they fail to do so, any director may call such a meeting. If such meeting is not called within twenty-one (21) days of the date upon which the request was filed at the head office of the Corporation, one (1) or more members holding at least one-tenth (1/10) of the votes at a general meeting, whether or not they be signatories to such request, may call such meeting themselves.
125. Meetings in Canada. Subject to the letters patent, meetings of the members shall be held at the head office of the Corporation or at any other place in Canada designated by the directors. A meeting may be validly held within the territorial limits of Canada, on land, at sea or in the air.
126. Notice of meeting. A notice of the calling of any meeting of the members shall be sent to each member entitled to attend such meeting and/or vote thereat. This notice shall be sent by mail, by facsimile or by courier to his last-known address, as indicated in the Corporate Records Book, at least ten (10) clear juridical days prior to the date set for the meeting. If the address of any member does not appear in the Corporate Records Book, the notice may be delivered by courier or by mail to the address where, in the opinion of the sender, it shall most likely be promptly received by this member. It shall not be necessary to give notice of the calling of a meeting in the case of the continuance of an adjourned meeting of the members.
127. Contents of notice. Any notice of the calling of a meeting of the members shall indicate the place, the date and the time of the meeting. A notice of the calling of an annual general meeting need not necessarily specify the purposes of the meeting, unless the meeting is called to pass or to confirm a by-law or to decide on any other matter which ordinarily would be submitted to a special meeting of the members. A notice of the calling of a special meeting shall specify, in general terms, any matter on the agenda which must be decided upon at this meeting. A notice of the calling of a meeting in which special matters are to be deliberated upon shall provide the members with sufficient details so as to permit the members to make an informed judgement on such matters. The notice of the calling of a meeting may be signed manually or may contain a mechanically-reproduced signature.
128. Waiver of notice. A meeting of the members may be validly held at any time and for any purpose without the notice required by the Act or the by-laws of the Corporation, if all the members entitled to attend and vote at the meeting waive notice of the meeting in any manner whatsoever. Such waiver of notice may take place before, during or after the holding of the meeting. Moreover, the attendance of a member or of any other person entitled to attend such meeting shall constitute a waiver of notice of the meeting on his part, unless he declares that he is attending for the express purpose of objecting to the proceedings because, among other reasons, the meeting was not validly called.
129. Irregularities. Irregularities affecting the notice of a meeting or the sending thereof, the accidental omission to give such notice or the non-receipt of the notice by a member or by any other person entitled to attend the meeting shall in no way affect the validity of a meeting of the members. The accidental failure to refer in the notice of a meeting to one (1) or more of the matters to be submitted to such meeting, even though reference thereto is required, shall not prohibit the meeting from considering this matter unless it is prejudicial to a member or unless there is a risk of his interests being damaged. A certificate from the Secretary, from an officer or from another duly authorized representative of the Corporation shall constitute irrefutable proof of the sending of a notice of the meeting to the members and shall be binding upon each of the members.
130. Persons entitled to attend a meeting. The only persons entitled to attend a meeting of the members shall be those entitled to vote thereat, the directors, the auditor of the Corporation and other persons who, pursuant to the Act, the letters patent or the by-laws of the Corporation, are entitled or obliged to attend a meeting of the members. Any other person may be admitted to a meeting of the members if so invited by the chairman of the meeting or if a simple majority of the members present agrees thereto.
131. Quorum. Subject to the Act, the letters patent and the By-laws of the Corporation, the attendance of at least one (1) member entitled to vote shall constitute a quorum at the meeting for the purpose of choosing a chairman of the meeting, and if such be the case, of pronouncing the adjournment of the meeting. For any other purpose, a quorum at a meeting of the members shall be attained, no matter how many persons are actually in attendance when, within fifteen (15) minutes after the time set for the meeting, the members representing a simple majority of the votes are in attendance. Where a quorum is attained at the opening of a meeting of the members, the members present may proceed with the business of the meeting notwithstanding the fact that the quorum is not maintained throughout the entire meeting. A simple majority of the members present at a meeting shall decide on all matters, unless there is a provision to the contrary in the Act or in the By-laws of the Corporation.
132. Adjournment. One or more members attending a meeting and constituting a quorum for the purposes of adjourning the meeting may adjourn any meeting of the members. The chairman of a meeting of the members may, if he deems it appropriate, with the consent of the members attending the meeting and entitled to vote thereat, adjourn said meeting and continue it at a specified place, date and time. Notice of the continuance of a meeting to a date less than thirty (30) days later shall be given by an announcement made before the meeting is adjourned. If a meeting of the members is adjourned one (1) or more times for a total of thirty (30) days or more, notice of the continuance of such meeting shall be given in the same manner as the notice of the original meeting. In the event that the continuance of a meeting is held, it may validly consider any matter that the adjourned meeting could consider provided that a quorum is attained. The persons who constituted the quorum at the adjourned meeting are not required to constitute the quorum at the continuance of the meeting. If a quorum is not attained at the continuance of a meeting, the meeting shall be deemed to have ended immediately after the adjournment thereof.
133. Chairman and secretary. The President of the Corporation or, failing him, by any Vice-President, shall preside at meetings of the members. The Secretary of the Corporation shall act as the secretary of meetings of the members. In the absence of these persons, the members attending the meeting shall designate any person to act as chairman or secretary of the meeting. It shall not be necessary to appoint a chairman and a secretary in the event of an adjournment.
134. Procedure. The chairman of a meeting of the members shall be responsible for the proper conduct of the meeting, shall submit to the members the proposals which must be put to a vote and shall establish reasonable and impartial rules of procedure to be followed, subject to the Act, the letters patent, the by-laws of the Corporation and the rules of procedure usually followed by deliberating assemblies. He shall decide on any matter including, but without restricting the generality of the foregoing, issues relating to the right of members to vote. His decisions shall be final and binding on the members.
135. General Rule. Subject to the letters patent and the by-laws of the Corporation, each member shall be entitled to one (1) single vote at meetings of the members. This right shall belong to the voting members whose names appear in the register of members on the date of the notice of the meeting or, failing that, at the close of business on the eve of the date of notice, or, if no notice is given, on the date of the meeting. However, any voting member in arrears in respect of his membership fee or of his annual assessment shall not be entitled to vote at a meeting of the members. A member shall not be represented by any other person at a meeting of the members except in the case of a collective member.
136. Voting by a show of hands and casting vote. Subject to the provisions outlined in the present By-laws, any question submitted to a meeting of the members shall be decided upon by a vote by a show of hands, unless a ballot is requested or unless the chairman of the meeting prescribes another voting method. The chairman of the meeting shall be entitled to a second or casting vote in the event of a tie vote. At any meeting, a statement by the chairman of the meeting to the effect that a resolution has been passed or defeated unanimously or by a specified majority shall constitute conclusive evidence thereof without it being necessary to prove the number or the percentage of votes case in favor of, or against, the proposal.
137. Voting on behalf of a body corporate. The Corporation shall permit any individual authorized by a resolution of the Board of Directors or of the governing body of a body corporate which is a member of the Corporation to represent the body corporate at meetings of the members of the Corporation. An individual so authorized may exercise, on behalf of the body corporate which he represents, all the powers which it could exercise if it were an individual member.
138. Voting by ballot. Voting at a meeting of the members shall be by ballot if the President of the Corporation or at least ten percent (10%) of the members present so request. Each member shall deliver to the scrutineer of the meeting a ballot on which he has written his name and the manner in which he shall be casting his vote. A vote by ballot may be requested before or after any vote by a show of hands. Such request may also be withdrawn before the ballot is taken. A vote by ballot shall take precedence over a vote by a show of hands.
139. Dissolution and winding-up. In the event of the dissolution and the winding-up of the Corporation, the residual assets, if any, after payment in full of the debts and liabilities of the Corporation, shall be distributed in accordance with the letters patent of the Corporation and, failing any such provision, the residual assets of the Corporation shall be distributed among its members in good standing in proportion to the total amount which they have paid to the Corporation, in membership fees and annual assessments, since becoming members.
AUDITOR
140. Appointment of auditor. The members of the Corporation shall appoint an auditor to serve until the close of the next annual general meeting, by way of a resolution, at the first meeting of the members of the Corporation following its incorporation and at each subsequent annual general meeting. If the members fail to appoint an auditor at a meeting, the incumbent auditor shall remain in office until the appointment of his successor or of his replacement. The members may also appoint more than one auditor.
141. Notice of proposal. No person, except the incumbent auditor, may be appointed as auditor of the Corporation at an annual meeting of the members, unless a member has given written notice of his intention to propose this person as the auditor at least fourteen (14) days prior to the annual meeting. At least seven (7) days prior to the annual meeting, the Corporation shall send a copy of such notice to the incumbent auditor and to the person being proposed and shall advise the members of the proposal by advertisement or in any other way authorized by the By-laws of the Corporation.
142. Vacancy. The directors may fill an unforeseen vacancy in the office of auditor.
143. Remuneration of auditor. The members of the Corporation shall fix the remuneration of the auditor or auditors unless this power has been delegated to the directors.
144. Independence of the auditor. The auditor shall be independent of the Corporation, its directors and its officers. A person who is, or a person whose associate is, an associate, director, officer or employee of the Corporation, its directors, officers or employees is presumed not to be independent. The auditor shall resign as soon as he becomes aware that he no longer has the qualities required to be the auditor.
145. Removal of auditor. The auditor may be removed at any time by the members of the Corporation at a general meeting or by resolution. However, the Corporation shall be liable for any damage suffered by the auditor because of his removal without a serious reason and at an inopportune moment. A vacancy created by the removal of the auditor may be filled by the members at the meeting at which or in the resolution in which it was decided to remove him or, if the vacancy is not so filled by the members, by the directors. Any other vacancy in the position of auditor shall be filled by the directors. The person appointed to replace the auditor shall hold the position for the unexpired term of his predecessor.
146. Right to attend meetings. The auditor of the Corporation has the right to attend all meetings of the members of the Corporation, to receive on his subject any notices or other communications that a member is entitled to receive, unless he has waived such right, and when he attends a meeting, to be heard on any matter which interests him as the auditor.
147. Presence required. Upon receipt, at least seven (7) days prior to a meeting of the members, of a written notice, from members holding more than ten percent (10%) of the votes at such meeting, requesting the auditor to attend such meeting, the Corporation shall immediately advise the auditor in writing to attend such meeting, and the auditor or his representative shall attend.
148. End of term of auditor. The term in office of the auditor shall end upon his death, his resignation, his removal in accordance with the provisions outlined in the present By-laws, upon expiry of his term of office, if he is declared incapable by a court of law in another territory, in another state or in another country or political subdivision thereof, if he becomes an undischarged bankrupt, if he becomes disqualified from practicing as an auditor in the province where the head office of the Corporation is located, upon appointment of his successor or of his replacement, by the institution of a regime of protective supervision in his respect or by one of the common causes of extinction of obligations provided for by law. The resignation of the auditor shall take effect on the date on which written notice of his resignation is received by the Corporation or on any later date which is specified therein. However, the auditor shall be liable for any damage suffered by the Corporation by his resignation if he submits it without a serious reason and at an inopportune moment.
149. Audit Committee. The directors may create an Audit Committee made up of not less than three (3) directors of the Corporation, a majority of whom shall be made up of directors who are neither officers nor employees of the Corporation or of bodies corporate which are members of the Corporation. Each member of the Audit Committee shall hold office until he is replaced by the directors or, if such be the case, until he ceases to be a director. The directors may fill any vacancy on the Audit Committee.
150. Duties of Audit Committee. The Audit Committee shall review the financial statements of the Corporation before their approval in accordance with the Act. It shall also receive notification of any errors or misstatements contained in financial statements of the Corporation which are the subject of a report by the auditor or by one (1) of his predecessors. Any director or officer of the Corporation shall notify the Audit Committee immediately if he becomes aware of any errors or misstatements in financial statements which have been the subject of a report by the auditor or by one (1) of his predecessors.
151. Meetings of Audit Committee. Meetings of the Audit Committee shall be subject, with all necessary changes, to the rules and to the procedures which govern the meetings of the Board of Directors.
By-law Number passed this
______________________________________
President and/or Secretary