1 BYLAWS OF KARATE B.C. 1. DEFINITIONS AND INTERPRETATION 1.1 Definitions Act means the Society Act (British Columbia) and the regulations thereto, all as supplemented, amended or replaced from time to time Club Member shall be those karate clubs approved of pursuant to Bylaw 2.3.6; (c) Constitution means the Constitution of the Society, as amended from time to time; (d) electronic means means facsimile messages, electronic mail, transmission of data or information through automated touch-tone telephone systems, transmission of data or information through computer systems, electronic networks, wire or wireless systems, or any other similar means, including, but not limited to, electrical, analog, digital, magnetic, optical or electromagnetic means; (e) Member or Members shall mean either Probationary Regular Members, Regular Members, Probationary Associate Members, Associate Members or Honorary Members as described in Bylaw to 2.3.5; (f) Officer shall mean either the President, First Vice-President, Second Vice- President, Treasurer or Secretary; (g) Person means any Club Member, Member or Voting Member, Director, or Officer; (h) Voting Member or Voting Members shall be Regular Members or Associate Members who are over 16 years of age; 1.2 Statutory Definitions Except where they conflict with the definitions contained in these By-laws, the definitions in the Act on the date these By-laws become effective will apply to these By-laws. 1.3 Interpretation In the By-laws, unless the context otherwise requires: words importing the singular number or the masculine gender will include the plural number or the feminine gender, as the case may be, and vice versa; and expressions referring to writing will be construed as including references to printing, lithography, typewriting and other modes of representing or reproducing words in a visible form. 2. MEMBERSHIP 2.1 The membership shall consist of the subscribers of the Constitution and By-Laws and of such other Persons and of such societies, organizations and other associations with similar objects of the Society as are admitted as Members by the Board of Directors.
2 Qualifications for membership in the Society shall be: No person shall be a Voting Member of the Society unless he or she is over sixteen (16) years of age The applicant must be a Canadian citizen or resident of British Columbia for more than six (6) months The applicant shall not have been convicted of any criminal offence, and be of good moral character Any person applying for membership, even though convicted of a criminal offence, may become a Member in good standing if the application is approved by the Board of Directors Any Member convicted of a criminal offence may remain a Member in good standing with the approval of the Board of Directors The determination of the Board of Directors to reject any applicant for membership or to extend any probationary period is final and binding on the applicant The Members of the Society are all persons who are Members on the effective date of these By-laws and those persons who subsequently become Members in accordance with these By-laws and, in either case, who have not ceased to be Members Every Member must uphold the Constitution and comply with these By-laws. 2.3 Types of Membership Probationary Regular Membership - Probationary Regular Members must hold a black belt degree granted by a bona fide karate organization, approved and accepted by the Society, and must be members of a Member Club in good standing. An applicant for Probationary Regular Membership must pay the regular membership fee for one year in advance at the time of acceptance into the Society. Each Probationary Regular Member shall not be entitled to vote at, nor shall he or she be entitled to notice of any special or general meetings of the Members of the Society. All probationary regular Members will be given a Probationary Regular Membership card and will be granted all the rights and privileges of a Regular Member including the right to engage in any tournament or event sanctioned by the Society or of a karate association recognized by the Society Probationary Associate Membership - Probationary Associate Members shall be persons studying and practising karate and not having qualified for the black belt degree or the temporary black belt degree as required for Probationary Regular Membership, and shall be members of a Member Club in good standing. An applicant for Probationary Associate Membership must pay the applicable associate membership fee for one (1) year in advance at the time of acceptance into the Society. Each Probationary Associate Member shall not be entitled to vote at, nor shall he or she be entitled to notice of any special or general meetings of the Members of the Society. All Probationary Associate Members will be granted all the rights and privileges of a Regular Member including the right to engage in any tournament or event sanctioned by the Society or of a karate association recognized by the Society.
3 Regular Membership - Regular Members must hold a black belt degree granted by a bona fide karate organization, approved and accepted by the Society, and must be members of a Member Club in good standing with the Society. Each Regular Member in good standing who qualifies as a Voting Member shall be entitled to one (1) vote on each question arising at any special or general meeting of the Society Associate Membership - Associate Members shall be persons studying and practising karate and not having qualified for the black-belt degree as required for Regular Membership, and shall be members of a Member Club in good standing. Each Associate Member in good standing who qualifies as a Voting Member will be entitled to one (1) vote on each question arising at any special or general meeting of the Society. An Associate Member, once he or she is qualified for and is accepted for Regular Membership, will be immediately granted Regular Membership rights and privileges Honorary Membership - Honorary Members shall be those Persons and entities as may be decided upon from time to time by the Board of Directors. They shall not be entitled to vote at, but shall be entitled to notice of meetings of the Members of the Society; they shall not participate in any distribution of the property of the Society upon dissolution of the Society Club Membership (c) Club memberships shall be clubs studying and practising karate of a bona fide karate organization approved and accepted by the Society; An applicant for Club Membership (hereinafter called a Pending Club Applicant ) must pay the membership fee for one (1) year in advance at the time of its acceptance into the Society, and the Pending Club Applicant s membership shall be on a trial basis for one (1) calendar year from the date of such acceptance before such applicant is finally admitted as a Club Member; The Pending Club Applicant s membership may be rejected in the absolute discretion of the Board of Directors on the following grounds, namely: (i) (ii) (iii) If the Pending Club Applicant fails or neglects to abide by the Constitution or Bylaws herein or any rules or regulations, orders, directives, or instructions from time to time promulgated by the Board of Directors; If the Pending Club Applicant interferes in the internal affairs of any other Club Member or Pending Club Applicant; or If a Pending Club Applicant fails or neglects to abide by the rules for the conduct of karate tournaments from time to time promulgated by the Board of Directors; (d) PROVIDED ALWAYS that the said trial basis for one calendar year may be extended by the Board of Directors in its absolute discretion for one further calendar year but no further;
4 - 4 - (e) (f) Pending Club Applicants shall be notified of their status by the Society, but no members of any Pending Club Applicant shall be entitled to vote at a general meeting of the Society; Each Pending Club Applicant shall be notified promptly by the Society of its admission as a Club Member No applicant will be refused membership on the grounds of sex, race, colour, or religious belief. 2.4 Resignation and Expulsion of Members Any Member may resign by resignation in writing which shall be effective upon acceptance thereof by the Board of Directors. In case of resignation the Member shall remain liable for payment of any assessment or other sum levied or which became payable by him or her to the Society prior to acceptance of his or her resignation; All Members are in good standing except a Member who has failed to pay his or her membership fees or any other subscription or debt due and owing by him or her to the Society and he or she is not in good standing so long as the debt remains unpaid; any Member who is designated as not being in good standing by the Board of Directors as a result of disciplinary proceedings taken against that Member, until the Board of Directors otherwise determines that such Member is in good standing; or A Member may be expelled by majority vote of the Board of Directors on the following grounds: (c) (d) Non-payment of membership fees; Any contravention of the rules and By-laws of the Society as judged by the Board of Directors; If any Member has become guilty of a crime or offence involving moral turpitude; or If any member participates in any unnecessary brawl or other form of fighting, or uses karate other than for self-defence, sport, demonstration or teaching purposes A Member ceases to be a Member: by delivering a resignation in writing to the Board of Directors or by mailing or delivering it to the address of the Society, provided that such Member will remain liable for payment of any fees or other sum or assessment levied by the Society or which otherwise became payable by that Member prior to receipt of that Member s resignation by the Society; if an individual, upon his or her death;
5 - 5 - (c) (d) (e) (f) if a Club Member, upon dissolution or upon that club failing to carry on business for a period of not less than 6 consecutive months; if the Member Club of which the Member maintains membership ceases to be a Club Member in good standing or is suspended by the Board of Directors; upon being expelled in accordance with the Bylaws of the Society; or upon having been a Member not in good standing for 12 consecutive months If the Board of Directors proposes to expel a Member, then the Society must give written notice of the proposed expulsion, together with a brief statement of the reasons for the proposed expulsion, to that Member by registered mail or by a courier service that obtains a proof of delivery receipt signed by that Member. The Member who is the subject of the proposed expulsion must be given an opportunity to be heard at a Board of Directors meeting before the expulsion resolution is put to a vote of the Directors or, if proposed pursuant to a consent resolution, prior to circulation of the consent resolution for signature by the Directors. 2.5 Member Sanctions The Board of Directors may impose the following sanctions against any Member: (c) (d) (e) (f) (g) warning; rebuke; fine; suspension of membership; expulsion (cancellation of membership); any other penalty deemed appropriate by the Directors; or any combination of the above; The Board of Directors may delegate responsibility for sanction, resignation or expulsion of any Member to a committee, provided however that the final appeal by the Member is to be heard by the Board of Directors of the Society. 3. ANNUAL GENERAL MEETINGS: SPECIAL MEETINGS: QUORUM AND VOTING RIGHTS 3.1 The annual general meeting of the Society shall be held at least once in every calendar year and not more than fifteen months after the holding of the last preceding annual general meeting. 3.2 All general meetings of the Society must be held at a location in British Columbia. 3.3 Every general meeting, other than an annual general meeting, is an extraordinary general meeting. The Board of Directors may, when it thinks fit, convene an extraordinary general meeting.
6 At every annual meeting, in addition to any other business that may be transacted, the report of the Directors, the Financial Statement, and the report of the auditors shall be presented and a Board of Directors elected and auditors appointed for the ensuing year. 3.5 A general or special meeting of the Society may be called by the Directors for the transaction of such business as may be properly brought before a general or special meeting of the Society, provided that not less than fourteen (14) days notice of the time and place of such meeting shall be given to all Members, and provided that, in addition to the Annual General Meeting, at least one (1) general meeting may be convened in every calendar year. 3.6 Notices A notice, statement or report may be given or delivered by the Society to any Person: (c) (d) (e) in person; by prepaid ordinary mail addressed to the person at the last address of such Person as recorded in the books of the Society; by facsimile at the last facsimile number of such Person as recorded in the books of the Society; by electronic means, including by electronic mail, at the last electronic address of such Person as recorded in the books of the Society; or the electronic address of the Club Member at which the Person maintains Membership Any notice so delivered will be deemed to have been given: (c) where the notice is given in person, on the date it is so given; where the notice is sent by prepaid ordinary mail, on the date it is deposited in a post office or public letter box, Saturdays, Sundays and holidays excepted; and where the notice is sent by facsimile or electronic means, on the date it is transmitted Where a notice is sent by prepaid ordinary mail, a certificate signed by an officer of the Society that the letter, envelope containing the notice, statement or report was so addressed, prepaid and mailed, with the date of mailing, shall be conclusive evidence thereof The Society may change the postal or electronic address on the Society s books of any Member, Director, committee member or Officer in accordance with any information believed to be reliable The Society shall give not less than 14 days written notice of every general meeting, and each such notice shall be given in a manner authorized in these By-laws, to every Voting Member. No other Member as such, is entitled to receive notice of any meeting of Members.
7 Except as otherwise provided by the Act, where any special business at a general meeting includes considering, approving, ratifying, adopting or authorizing any document or the execution thereof or the giving of effect thereto, the notice convening the meeting shall, with respect to such document, be sufficient if it states that a copy of the document or proposed document is or will be available for inspection by Members: at the registered office or records office of the Society or at some other place in British Columbia designated in the notice during usual business hours up to the date of such meeting; or on a website maintained by or on behalf of the Society designated in the notice up to the date of such meeting, and, upon request by a Member, a copy of the document will be mailed out or sent electronically to that Member In these By-laws, expressions referring to writing shall be construed as including references to printing, lithography, typewriting and other modes of representing or reproducing words in a visible form No error or omission in giving notice of any annual general meeting, or special meeting or any such adjourned meeting shall invalidate such meeting or make void any proceedings taken thereat and any Voting Member may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat Notice of a general meeting must specify the place, day and hour of the meeting and, in case of special business, the general nature of that business. However, the accidental omission to give notice of a meeting to, or the non-receipt of a notice by, any Voting Member entitled to receive notice does not invalidate proceedings at that meeting. Any Voting Member may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had at that meeting. 3.7 Special Business Special business is: all business at an extraordinary general meeting, except the adoption of rules of order; and all business conducted at an annual general meeting, except the following: (i) (ii) (iii) (iv) (v) the adoption of rules of order; the receipt of the financial statements; the report of the Board of Directors; the report of each committee constituted by the Board of Directors; the report of the auditor, if any;
8 - 8 - (vi) (vii) (viii) the election of Directors; the appointment of the auditor, if required; and the other business that, under these Bylaws, ought to be conducted at an annual general meeting, or business that is brought under consideration by the report of the Board of Directors or any committee issued with the notice convening the meeting Business, other than the election of a chair and the adjournment or termination of the meeting, must not be conducted at a general meeting at a time when a quorum is not present. If at any time during a general meeting there ceases to be a quorum present, business then in progress must be suspended until there is a quorum present or until the meeting is adjourned or terminated. 3.8 Quorum 3.9 Proxies A quorum for the transaction of business at any general meeting of Members shall consist of not less than 10 Voting Members present in person At any general meeting of Members, each Voting Member shall be entitled to one vote, No Voting Member shall be entitled to vote in person or by proxy at any meeting of the Society unless that Voting Member has paid all dues or fees, if any, then payable by that Member At all general meetings of the Society, every question shall be decided by a majority of the votes of the Voting Members present in person or represented by proxy unless otherwise required by the By-laws of the Society, or by law. Every question shall be decided in the first instance by a show of hands unless a poll is demanded by any Voting Member. Upon a show of hands, every Voting Member having voting rights shall have one vote, and unless a poll be demanded a declaration by the chairman that a resolution has been carried or not carried and an entry to that effect in the minutes of the Society shall be sufficient evidence of the fact without proof of the number or proportion of the votes accorded in favour of or against such resolution. The demand for a poll may be withdrawn, but if a poll be demanded and not withdrawn the question shall be decided by a majority of votes given by the Voting Members present in person or by proxy, and such poll shall be taken in such manner as the chairman shall direct and the result of such poll shall be deemed the decision of the Society in a general meeting upon the matter in question. In case of an equality of votes at any general meeting, whether upon a show of hands or at a poll, the chairman shall be entitled to a casting vote Each Voting Member who is entitled to vote at a general meeting shall be entitled to appoint a proxyholder to attend, act and vote for that Voting Member at that meeting or any adjournment thereof. Provided however that any proxy used at a general meeting must be held by a Voting Member A form of proxy shall be in writing under the hand of the appointor The Directors may from time to time by resolution make regulations relating to:
9 - 9 - the depositing of proxies at any place or places and fixing the time or times for depositing the proxies; or the procedure or procedures to be followed by the Society to determine the validity of any proxy deposited by a Voting Member with respect to a general meeting or any adjournment thereof The terms and conditions of any such regulations enacted by resolution of the Directors with respect to a general meeting shall be included with the notice of that general meeting. In the absence of any regulation to the contrary enacted by resolution of the Directors, any Voting Member wishing to appoint a proxyholder at a general meeting must deposit a form of proxy with the chair of the meeting prior to the commencement of that meeting A vote given in accordance with the terms of a proxy is valid notwithstanding the revocation of the proxy, provided that no notification in writing of such revocation shall have been received at the registered office of the Society or by the chair of the meeting or adjourned meeting for which the proxy was given before the vote is taken Every proxy may be revoked by an instrument in writing: executed by the Voting Member giving the same; and delivered either at the registered office of the Society at any time up to and including the last business day preceding the day of the meeting, or any adjournment thereof, at which the proxy is to be used, or to the chair of the meeting on the day of the meeting or any adjournment thereof, before any vote in respect of which the proxy is to be used shall have been taken, or in any other manner provided by law. 4. DIRECTORS AND OTHER OFFICERS 4.1 The affairs of the Society shall be managed by the Board of Directors, each of whom at the time of his election and throughout his term of office shall be a Member of the Society. There shall be no less than three (3) Directors at any one time, as required by the Act At the next annual general meeting of the Society in 1983 one-half of the Directors for the time being shall retire from office, PROVIDED ALWAYS that if the number of Directors for the time being is not an even number then one-half of the nearest even number of Directors plus one shall retire from office, and at the annual general meetings in every year subsequent to 1983 one-half of the Directors for the time being or if the number of the Directors is not an even number then one-half of the nearest number of Directors plus one shall retire from office The Directors to retire at each annual general meeting shall be those who have been longest in office since their election but as between those persons who became Directors on the same day those to retire (unless they otherwise agree among themselves) shall be determined by lot A retiring Director shall be eligible for re-election.
10 Each Director must be a Member at the time of his or her election and must remain a Member throughout his or her term as a Director Directors will be elected by the Members or appointed by the Board of Directors in accordance with these By-laws The Board of Directors may appoint a nomination committee ( Nomination Committee ) from time to time. Membership of the Nomination Committee will comprise of not less than three Directors. Any member of the Nomination Committee may be removed by the Board of Directors at its discretion. The Nomination Committee may prepare a list of candidates for election to the Board of Directors at each general meeting at which Directors are to be elected and will deliver a list of candidates to the Board of Directors, and will perform such other duties as the Board of Directors may determine from time to time. After receipt by the Board of Directors, the list of candidates nominated by the Nomination Committee for election at a general meeting will be provided to the Voting Members with the notice for that general meeting The Directors may at any time and from time to time appoint a Member as a Director to fill a vacancy on the Board of Directors. A Director so appointed holds office only for the balance of the term of the predecessor Director whom he or she is replacing, but is eligible for re-election If: the Society fails to hold an annual general meeting; or the Voting Members fail to elect any Directors at an annual general meeting then each Director whose term expires at the end of that meeting (or whose term would have expired at that meeting if it had been held) continues to hold office until the earlier of: (i) (ii) the date on which his or her successor is elected or appointed; and the date on which he or she otherwise ceases to hold office under the Act or these By-laws If, at any meeting of Voting Members at which there should be an election of Directors, the positions of any of the retiring Directors are not filled by that election, then those retiring Directors who are not re-elected and who are asked by the elected Directors to continue in office will, if willing to do so, continue in office to fill the vacancies in the number of Directors set pursuant to these By-laws until further new Directors are elected at a meeting of Voting Members convened for that purpose. If any such election or continuance of Directors does not result in the election or continuance of the number of Directors set pursuant to these By-laws, then the number of Directors of the Society is deemed to be set at the higher of the number of Directors actually elected or continued in office, or three A Director ceases to be a Director when: subject to the Bylaws of the Society, the term of office of that Director expires;
11 (c) (d) (e) (f) (g) (h) (i) the Director resigns office by delivering a resignation in writing to the Board of Directors, which resignation will be effective at the time it is received by the Board of Directors or at the time specified in the resignation whichever is later; the Director ceases to be qualified as a Director under the Act or these By-laws the Director fails to attend three or more meetings of the Board of Directors without reasonable excuse; the Director is found by a court to be of unsound mind; the Director becomes bankrupt; the Director is convicted of an indictable offence; the Director is removed by the Members in accordance the Bylaws of the Society; or the Director dies, and if any vacancy occurs for any reason set out in this Bylaws, then subject to these Bylaws the Board of Directors, if a quorum remains in office, may appoint a Member to take the place of the former Director. Where there is a vacancy on the Board of Directors, whether under this Section or otherwise, the remaining Directors may exercise the powers of the Board of Directors as long as a quorum remains in office The Voting Members may, by special resolution, remove a Director, before the expiration of his or her term of office, and may elect a successor to complete the term of office. 4.2 The Board of Directors of the Society may administer the affairs of the Society in all things and make or cause to be made for the Society in its name, any kind of contract which the Society may lawfully enter into and, save as hereinafter provided, may exercise all such other powers and all such other acts and things as the Society is by its Constitution or otherwise authorized to exercise and do. Without in any way derogating from the foregoing, the Directors are expressly empowered, and from time to time, to purchase, lease or otherwise acquire, sell, exchange or otherwise dispose of shares, stocks, rights, warrants, options and other securities, lands, buildings and/or other property, moveable or immoveable, real or personal, or any right or interest therein owned by the Society, for such consideration and upon such terms and conditions as they may deem advisable. 4.3 If any member of the Board of Directors shall resign his or her office, or without reasonable excuse absent himself or herself from three or more Directors meetings, or be suspended or expelled from the Society, the Directors shall declare his or her office vacated and may appoint a successor in his or her place to hold office until the next annual general meeting. 4.4 Meetings of Board of Directors Board of Directors meetings may be held at such times and at such places as the Directors may from time to time determine. A meeting of the Board of Directors may be convened by the President or any two Directors at any time. Notice of such meeting shall be
12 communicated to each Director not less than two (2) days (exclusive of the day on which the notice is communicated but inclusive of the day for which notice is given) before the meeting is to take place; provided that meetings of the Board of Directors may be held at any time without formal notice if all the Board of Directors are present or those absent have waived notice or have signified their consent in writing to the meeting being held in their absence. Notice of any meeting or any irregularity in any meeting or notice thereof may be waived by any Director. A majority of the Board of Directors shall form a quorum for the transaction of business and questions arising at any meeting of Board of Directors shall be decided by a majority of votes A resolution in writing, signed by all the Directors and placed with the minutes of the Board of Directors, as applicable, is as valid and effective as if regularly passed at a meeting of the Board of Directors. 4.5 No member of the Board of Directors shall receive any remuneration from the Society for services rendered as a member of the Board of Directors of the Society 4.6 Subject to the Act, every Director of the Society shall be deemed to have assumed office on the express understanding and agreement and condition that every Director of the Society and his or her heirs, executors, and administrators and estate and effects respectively shall from time to time and at all times be indemnified and saved harmless out of the funds of the Society from and against all costs, charges and expenses whatsoever which such Director sustains or incurs in or about any action, suit or proceedings which are brought, commenced or prosecuted against him or her for or in respect of any act, deed, matter or thing whatsoever made, done or permitted by him or any other Director or Directors in or about the execution of the duties of his or their office, and also from and against all other costs, charges and expenses which he sustains or incurs in or about or in relation to the affairs thereof except such costs, charges or expenses as are occasioned by his or her own willful neglect or default. 4.7 The Voting Members may by special resolution remove a Director or an Officer before the expiration of his term of office, and may elect a successor to complete the term of office. 4.8 There shall be a President, a First Vice-President, a Second Vice-President, a Secretary and a Treasurer or in lieu of a Secretary and Treasurer, a Secretary-treasurer and such other officers as the Board of Directors may determine from time to time. One person may hold more than one office except the offices of President and a First Vice- President, a Second Vice-President. The President and a First Vice-President, a Second Vice-President a Treasurer and a Secretary shall be elected by the Voting Members from among their numbers at a general meeting of the Society, provided that in default of such election then incumbents, being members of the Board of Directors, shall hold office until their successors are elected. The other Officers of the Society shall be members of the Board of Directors. 4.9 The President, shall, when present, preside at all meetings of the Voting Members of the Society and of the Board of Directors. The President shall also be charged with the general management and supervision of the affairs and operations of the Society. The President with the Secretary or the officer appointed by the Board for the purpose shall sign all resolutions. During the absence or inability of the President, his duties and powers may be exercised by the First Vice-President, and if the First Vice-President, or such other Director as the Board of Directors may from time to
13 time appoint for the purpose, exercises any such duty or power, the absence or inability of the President shall be presumed with reference thereto The Second Vice-President must carry out the duties of the First Vice-President during the First Vice-President s absence and such other duties determined by the Board of Directors from time to time The Treasurer, or person performing the usual duties of a treasurer, shall keep full and accurate accounts of all receipts and disbursements of the Society in proper books of account and shall deposit all moneys or other valuable effects in the name and to the credit of the Society in such bank or banks as may from time to time be designated by the Board of Directors. He or she shall disburse the funds of the Society under the direction of the Board of Directors, taking proper vouchers therefore and shall render to the Board of Directors at the regular meetings thereof or whenever required of him, an account of all his or her transactions as Treasurer, and of the financial position of the Society. He or she shall also perform such other duties as may from time to time be determined by the Board of Directors The Secretary shall be ex officio clerk of the Board of Directors. He or she shall attend all meetings of the Board of Directors and record all facts and minutes of all proceedings in the books kept for the purpose. He or she shall give all notices required to be given to members and to Directors. He or she shall be the custodian of the seal of the Society and of all books, papers, records, correspondence, contracts and other documents belonging to the Society which he or she shall deliver up only when authorized by a resolution of the Board of Directors to do so and to such person or persons as may be named in the resolution, and he or she shall perform such other duties as may from time to time be determined by the Board of Directors Deeds, transfers, licenses, contracts and engagements on behalf of the Society shall be signed by either the President, First Vice-President, Second Vice-President, Secretary or Treasurer, and the Secretary shall affix the seal of the Society to such instruments as require the same. Contracts in the ordinary course of the Society s operations may be entered into by the President, or by any other Officer authorized by the Board of Directors. The President, First Vice-President, Second Vice-President, the Directors, Secretary or Treasurer, or any one of them, or any person or persons from time to time designated by the Board of Directors may transfer any and all shares, bonds or other securities from time to time standing in the name of the Society in its individual or any other capacity or as trustee or otherwise and may accept in the name and on behalf of the Society transfers of shares, bonds or other securities from time to time transferred to the Society, and may affix the common -seal to any such transfers or acceptances of transfers, and may make, execute and deliver under the common seal any and all instruments in writing necessary or proper for such purposes, including the appointment of an attorney or attorneys to make or accept transfers of shares, bonds or other securities on the books of any company or corporation. Notwithstanding any provisions to the contrary contained in the By-laws of the Society, the Board of Directors may at any time by resolution direct the manner in which, and the person or persons by who, any particular instrument, contract or obligations of the Society may or shall be executed. All cheques, bills of exchange or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Society, shall be signed by such officer or officers,
14 agent or agents of the Society and in such manner as shall from time to time be determined by resolution of the Board of Directors and any one of such officers or agents may alone endorse notes and drafts for collection on account of the Society through its bankers, and endorse notes and cheques for deposit with the Society s bankers for the credit of the Society, or the same may be endorsed for collection or for deposit with the bankers of the Society by using the Society s rubber stamp for the purpose. Any one of such officers or agents so appointed may arrange, settle, balance and certify all books and accounts between the Society and the Society s bankers and may receive all paid cheques and vouchers and sign all the bank s forms or settlement of balances and release or verification slips. 5. BORROWING 5.1 For the purpose of carrying out the purposes of the Society, the Directors may borrow or raise or secure the payment of money in such manner as they think fit, and in particular by the issue of debentures; provided debentures shall not be issued without the sanction of special resolution of the Society, pursuant to the Act. 6. AUDITS OF ACCOUNTS 6.1 A Director, Officer or any employee of the Society, and any person who is a partner of or in the employment of any of the aforesaid, shall not be capable of being appointed auditor of the Society; provided that the Society may by unanimous vote of all the members entitled to vote for the election of directors appoint as auditor a Director, officer, or regular of the Society, or any such person as aforesaid. 6.2 The auditors shall make a report to the Voting Members and Board of Directors on the accounts examined by them and on every Balance Sheet and Statement of Income and Expenditures laid before the Society at any annual meeting during their tenure of office, and the report shall state: Whether or not they have obtained all the information and explanations they have required, and Whether, in their opinion, the Balance Sheet referred to in the report is properly drawn up so as to exhibit a true and correct view of the state of the Society s affairs as at the date of the Balance Sheet and the result of its operations for the year ended on that date according to the best of their information and the explanations given to them, and as shown by the books of the Society. Every auditor of the Society shall have a right of access at all times to all records, documents, books, accounts and vouchers of the Society, and is entitled to require from the Directors and Officers of the Society such information and explanation as may be necessary for the performance of the duties of auditor. The auditors of the Society are entitled to attend any meeting of members of the Society at which any accounts that have been examined or reported on by them are to be laid before the members for the purpose of making any statement or explanation they desire with respect to the accounts. The rights and duties of an auditor of the Society shall extend back to the date up to which the last audit of the Society s books, accounts, and vouchers was made, or, where no audit has been made, to the date on which the Society was incorporated.
15 An auditor may be removed by ordinary resolution An auditor must be promptly informed in writing of the auditor s appointment or removal. 7. INDEMNITY OF DIRECTORS AND OFFICERS 7.1 Every Director and Officer, in exercising the powers and discharging the duties of a Director or Officer, must act honestly and in good faith with a view to the best interests of the Society and must exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Subject to the foregoing, no Director or Officer will be liable for: the acts, receipts, negligence or defaults of any other Director, Officer or employee; joining in any receipt or other act for conformity; any loss, damage or expense happening to the Society through the insufficiency or deficiency of title to any property acquired for or on behalf of the Society; the insufficiency or deficiency of any security in or upon which any of the moneys of the Society will be invested; any loss or damage arising from the bankruptcy, insolvency or tortious acts of any person with whom any of the moneys, securities or effects of the Society will be deposited; any loss occasioned by any error of judgment or oversight on the part of the Director or Officer; or any other loss, damage or misfortune which will happen in the execution of the duties of such office or in relation thereto, provided that nothing herein will relieve any Director or Officer from the duty to act in accordance with the Act and the regulations thereunder or from liability for any breach thereof 7.2 Subject to the Act, every Director and Officer (and every former Director and Officer) of the Society, and any other person who acts or has acted at the Society s request as a director or officer of a corporation of which the Society is or was a shareholder or creditor, and his or her heirs, executors and administrators, and estate and effects, respectively, will from time to time and at all times be indemnified out of the funds of the Society from and against: all costs, charges and expenses which such director, officer or other person sustains or incurs in or about any action, suit or proceeding which is brought, commenced or prosecuted against such Director, Officer or other person, or in respect of any act, deed, matter or thing whatsoever, made, done or permitted by such Director, Officer or other person, in or about the execution of the duties of such Director s, Officer s or other person s office or in respect of any such liability, if such person: (i) acted honestly and in good faith with a view to the best interests of the Society, and (ii) in the case of a civil, criminal or administrative action or proceeding that is enforced by a monetary penalty had reasonable grounds for believing that such conduct was lawful; and all other costs, charges and expenses which a Director, Officer or other person sustains or incurs in or about or in relation to the affairs of the Society or such other corporation,
16 except such costs, charges or expenses as are occasioned by such Director s, Officer s or other person s own willful neglect or default. 7.3 Expenses incurred with respect to any claim, action, suit or proceeding against a Director or Officer may be advanced by the Society prior to the final disposition thereof in the discretion of the Board of Directors and upon receipt of an undertaking satisfactory in form and amount to the Board of Directors by or on behalf of the recipient to repay such amount unless it is ultimately determined that he or she is entitled to indemnification hereunder. 7.4 The Society will apply to the Court for any approval of the Court which may be required to make the indemnities herein effective and enforceable. 7.5 The Board of Directors may cause the Society to purchase and maintain insurance for the benefit of any person and his or her heirs and personal representatives against any liability incurred by that person resulting from him or her acting as a Director, Officer, employee or agent of the Society or as a director or officer of any corporation or society because of his or her relationship to the Society. 7.6 Upon being elected or appointed, each Director and Officer will be deemed to have contracted with the Society on the terms of the foregoing indemnities. 7.7 Conflict of Interest Directors and Officers should not only be free of conflict of interest but should also appear not to be in a conflict of interest; On election to the position of Director the newly elected Director shall immediately disclose, in writing, any personal, professional or business activity that may be construed as a potential Conflict of Interest and periodically thereafter update such disclosure; A Director shall not permit his/her own interest to conflict in any way with his/her fiduciary responsibilities to the Society; A Director shall not benefit directly or indirectly for any transaction with the Society, unless it is to clear advantage of the Society as determined by the Board of Directors; A Director shall declare a conflict of interest and abstain from discussion or voting on any matter relating specifically to his/her involvement with another organization, private business interest or outside not-for-profit or charitable organization; A Director shall not receive compensation for his/her services, except for compensation for out-of-pocket expenses incurred in the performance of his/her duties on behalf of the Society; Any deviation or perceived deviation from the Conflict of Interest Article shall be acted on only if reported, in writing, by the complainant to the Board of Directors; Any Director who, by personal or business conduct, violates any part of the Article may be suspended from the Board of Directors by a two-thirds (2/3) majority vote of the Voting Members after an investigation has been made at which time the Director concerned has been given a proper hearing with full opportunity to explain his/her action.
17 When such a hearing is being initiated, notice of such hearing shall be given to all concerned, in writing, not less than 10 working days before such hearing. Such suspension will remain in effect until ratified by the membership of the Society at its next general meeting. 8. ALTERATION OF BY-LAWS 8.1 The By-laws of the Society shall not be altered or added to except by a special resolution of the Society. For all purposes of the Society, special resolution shall mean a resolution passed by a majority of such members entitled to vote as are present in person or by proxy (where proxies are allowed) at a general meeting of which notice specifying the intention to propose the resolution as a special resolution has been duly given, such majority being three-quarters (3/4), pursuant to the Act. 9. PREPARATION AND CUSTODY OF MINUTES OF PROCEEDINGS 9.1 The Secretary or some other Officer specially charged by the Board of Directors with that duty shall maintain and have charge of the minute books of the Society and shall record or cause to be recorded therein minutes of proceedings of all meetings of members and Directors. The Secretary or some other Officer specially charged by the Board of Directors with that duty shall keep or cause to be kept a book or books wherein shall be kept properly recorded: A copy of the Constitution of the Society and any special resolutions altering or adding to the same, and a copy of the By-laws of the Society and any resolutions altering or adding thereto Copies or originals of all documents, registers and resolutions as required by law All sums of money received and expended by the Society and the matters in respect of which the receipt and expenditure takes place All revenues and purchases by the Society The assets and liabilities of the Society All other transactions affecting the financial position of the Society. 10. INSPECTION OF BOOKS AND RECORDS OF THE SOCIETY 10.1 The Board of Directors shall from time to time determine whether and to what extent and at what times and places and under what conditions or regulations the accounts and books of the Society or any of them shall be open to the inspection of Members not being Directors, and no Member (not being a Director) shall have any right of inspecting any account or book or document of the Society except as conferred by law or authorized by the Board of Directors or by resolution of the Voting Members, whether previous notice thereof has been given or not.