GMREB ANNUAL GENERAL MEETING DOCUMENTATION

Transcription

1 GMREB ANNUAL GENERAL MEETING DOCUMENTATION APRIL 15, 2015

2 NOTICE OF ANNUAL GENERAL MEETING This is to inform you that the Annual General Meeting of members of the Greater Montréal Real Estate Board will take place on Wednesday, April 15, 2015, from 1:30 p.m., in order to: 1. present the President s report; 2. present the financial statements of the Greater Montréal Real Estate Board for the year ended December 31, 2014, as well as the independent auditors report; 3. Appoint independent auditors for 2015; 4. ratify the GMREB s general bylaws. Dated at Montréal on the 30 th day of March BY ORDER OF THE BOARD OF DIRECTORS Éric Charbonneau Chief Executive Officer GMREB Annual General Meeting documentation - April 15,

3 GMREB ANNUAL GENERAL MEETING APRIL 15, 2015 THÉÂTRE MARCELLIN-CHAMPAGNAT 1275 avenue du Collège, Laval, QC H7C 1W8 12:30 to 1:30 p.m. Registration 1:30 p.m. Conference 2:45 p.m. Meeting begins 5:30 p.m. Cocktail AGENDA 1. Centris activity report 2. Conference Repousser ses limites by Bruny Surin 3. Call to order and confirmation of quorum 4. Adoption of the agenda 5. Approval of the minutes of the 2014 Annual General Meeting 6. President s message 7. Ratification of the GMREB s general bylaws 8. Audit and Finance Committee s report and filing of financial statements 9. Appointment of independent auditors 10. Question period (finances) 11. President s report 12. General question period 13. Meeting adjourned GMREB Annual General Meeting documentation - April 15,

4 GUEST SPEAKER REPOUSSER SES LIMITES! BRUNY SURIN Bruny Surin was the first Haitian-born athlete to be inducted into the Canadian Olympic Hall of Fame. His remarkable achievements speak for themselves. At the 1996 Olympic Games in Atlanta, he played a key role in one of Canada s most successful sporting moments: with Donovan Bailey, Glenroy Gilbert, Robert Esmie and Carlton Chambers, he formed the fastest 4 x 100 metre relay team in the world, capturing the gold medal. On five different occasions, Bruny Surin was ranked among the ten best in the world in the 100 metres, as he ran this distance seven times under 10 seconds and his time of 9.84 seconds currently places him seventh in the world. Today, Bruny Surin uses his own experiences to highlight the importance of personal preparedness and self-knowledge to succeed in life. To inspire and motivate the public, he teaches us to not shy away from obstacles, to set goals and pursue your dreams. Despite the obstacles he has encountered, he never gave up; he believes that perseverance is the key to success. GMREB Annual General Meeting documentation - April 15,

5 MINUTES MEETING DATE APRIL 17, 2014 PLACE OPENING OF THE MEETING ADOPTION OF THE AGENDA ANNUAL GENERAL MEETING TOHU The president welcomes members and thanks them for their participation. He states that this meeting is reserved for GMREB members only. He asks any journalists in the room to please identify themselves. Professionals, such as lawyers, who were not officially invited are asked to identify themselves and withdraw from the meeting. He then asks the audience to turn off their cell phones, etc. Upon call to order and confirmation of quorum, the President declares the Annual General Meeting open at 3 p.m. The President proposes the adoption of the agenda. APPROVAL OF THE MINUTES OF THE ANNUAL GENERAL MEETING HELD ON MAY 2, 2013 AUDIT COMMITTEE REPORT AND FILING OF FINANCIAL STATEMENTS FOR THE PERIOD OF JANUARY 1 TO DECEMBER 31, 2013 At the proposal of Mr. Patrick Juanéda and seconded by Mr. Roger Rhéaume, it is resolved to adopt the agenda as presented. The President proposes the approval of the minutes from May 2, At the proposal of Mr. Patrick Juanéda and seconded by Ms. Chantal Demers, it is resolved to approve the minutes of the Annual General Meeting held on May 2, 2013, as presented. 1. Filing of financial statements for the period of January 1 to December 31, 2013 The Treasurer presents the independent auditors report and files the financial statements for the period of January 1 to December 31, Appointment of independent auditors for the fiscal period ending December 31, 2014 The Treasurer proposes the appointment of independent auditors for the fiscal year ending December 31, At the proposal of Mr. Sylvain Girard and seconded by Ms. Marie-Josée Bérubé, it is resolved to appoint the firm KPMG as independent auditors of the GMREB for the fiscal year ending December 31, GMREB Annual General Meeting documentation - April 15,

6 PRESIDENT S REPORT ACTIVITY REPORT PRESENTATION OF THE 2014 BOARD OF DIRECTORS The President reports on achievements. The President, Vice-President and Chief Executive Officer of the GMREB report on activities. The President thanks outgoing directors: Mr. Martin Cayer, Mr. Jocelyn Vaillant, Ms. Carol Jarry and Ms. Lorraine Turpin. The vice-president presents the member of the Board of Directors and congratulates the newly elected directors: ADJOURNMENT Having come to the end of the agenda it is proposed, at 5:20 p.m., by Mr. Patrick Juanéda and seconded by Ms. Christiane Lalonde that the 2014 Annual General Meeting of the Greater Montréal Real Estate Board be adjourned. Patrick Juanéda President of the Board of Directors Éric Charbonneau Chief Executive Officer GMREB Annual General Meeting documentation - April 15,

7 BOARD OF DIRECTORS Patrick Juanéda President Diane Ménard Vice-President Sylvain Girard Treasurer Ginette Beardsell Director Nathalie Bégin Director Maxime Béland Director Marc Bergeron Director François Bissonnette Director André Campeau Director Mathieu Cousineau Director Daniel Dagenais Director Marc Lacasse Director André Mandanice Director Michel Tremblay Director GMREB Annual General Meeting documentation - April 15,

8 GENERAL BYLAWS GREATER MONTRÉAL REAL ESTATE BOARD TABLE OF CONTENTS PURPOSE AND MANDATE...12 A. DEFINITIONS AND INTERPRETATION Definitions and interpretation...12 B. HEAD OFFICE, ESTABLISHMENT, AND SEAL OF THE GMREB Head office Establishment Seal of the GMREB...14 C. THE GMREB S LEDGER Contents of the Ledger...14 D. BOARD OF DIRECTORS Number Qualifications Vacancy Replacement Election and length of term Resignation Dismissal Signature of the outgoing director Remuneration General powers Borrowing powers Use of property and information Conflict of interest and confidentiality Contracts with the GMREB...20 E. BOARD OF DIRECTORS MEETINGS Convocation...21 GMREB Annual General Meeting documentation - April 15,

9 21. Waiver of notice Location Participation using verbal communication equipment Adjournment Quorum Meeting chair and secretary Procedure Votes Signed resolution Attendance at meetings Recording of deliberations...23 F. OFFICERS OF THE BOARD OF DIRECTORS Qualifications Election Duration of term and re-election of the President of the Board of Directors Duration of term and re-election of Vice-President and Treasurer of the Board of Directors Resignation and dismissal Vacancy Remuneration Officers powers and duties President of the Board of Directors Vice-President of the Board of Directors Treasurer of the Board of Directors Chief Executive Officer...26 G. PERMANENT COMMITTEES Number and composition Audit and Finance Committee Governance and Ethics Committee Human Resources Committee Electoral committee...29 GMREB Annual General Meeting documentation - April 15,

10 49. Recording of deliberations...29 H. OTHER COMMITTEES AND TASK FORCES Group committees Centris Committee Task Forces Recording of deliberations...30 I. INDEMNIFICATION AND WAIVER Indemnification and reimbursement of costs Reimbursement of costs...31 J. MEMBERS Categories Member agencies Member brokers Member agency representatives Membership in associations, organizations, or groups Member training Membership fees and annual dues Other dues, service fees and fines Member in good standing Withdrawal Suspension, delisting, and other disciplinary measures Effects of a suspension or a delisting Reinstatement of a member...37 K. MEETINGS OF MEMBERS Annual general meeting Extraordinary general meeting Convocation of an extraordinary general meeting at the members request Notice of convocation Waiver Failure to send the notice Incomplete notice...39 GMREB Annual General Meeting documentation - April 15,

11 77. Quorum Adjournment Meeting chair and secretary Procedure Right to vote Majority decision Deciding vote Vote by show of hands Vote by secret ballot Returning officers...41 L. FISCAL YEAR AND FINANCIAL STATEMENTS Fiscal year Audited financial statements...42 M. NOTICE Calculation of deadlines...42 N. CONTRACTS AND INSTRUMENTS Contracts Cheques and drafts Deposits Use of legal name...43 O. OTHER PROVISIONS Conciliation and Arbitration Bylaw and Provincial Collaboration Bylaw Confidentiality of access codes, passwords, methods and processes Declarations to the Register Procedures Conflict with the constituting act Amendments Entry into force Transitional provisions...45 GMREB Annual General Meeting documentation - April 15,

12 PURPOSE AND MANDATE The purposes for which the GMREB was incorporated are contained in its Letters Patent. In order to achieve these, the GMREB has the mandate to: 1. Unite real estate agencies and real estate brokers working in Québec in order to provide them with services, ensure the quality of their work, as well as defend and promote their interests; 2. Protect and promote real estate brokerage and facilitate access to homeownership; 3. Offer members training and development in the area of real estate in order to enhance and ensure the professionalism of the industry; 4. Facilitate and oversee the collection, analysis and dissemination of real estate information to its members, enabling them to better collaborate with each other and better serve the public. A. DEFINITIONS AND INTERPRETATION 1. Definitions and interpretation In these bylaws and in any other bylaws of the GMREB, unless the context requires otherwise: a) constituting act means, as the case may be, the memorandum of agreement, letters patent, supplementary letters patent, and bylaws made under the Companies Act. b) agency means a person or partnership that engages in brokerage transactions described in Section 1 of the Real Estate Brokerage Act through a broker licensed by the OACIQ, i.e., a real estate agency as defined in the Real Estate Brokerage Act. For the purpose of these bylaws, the term agency includes sub-agencies or sub-franchisees of an agency. However, for the purpose of these bylaws, agency does not mean a person or partnership that, through a mortgage broker, engages exclusively in brokerage transactions relating to loans secured by immovable hypothec, i.e., a mortgage agency as defined in the Real Estate Brokerage Act. c) banner means, for a given year, a group of brokers working under the same banner and including at least five percent (5%) of member brokers of the GMREB as on January 1. For the purpose of these bylaws, all member brokers of the GMREB who are not part of such a group of brokers together form a distinct group known as other, i.e., a banner for the purpose of these bylaws, which is subject to the same rules as the other banners. d) GMREB means the Chambre immobilière du Grand-Montréal/Greater Montréal Real Estate Board, a corporation targeted by Section III of the Companies Act. e) Board of Directors means the Board of Directors of the Greater Montréal Real Estate Board. GMREB Annual General Meeting documentation - April 15,

13 f) contracts, documents, or written acts includes acts, pledges, hypothecs, charges, conveyances, transfers, and assignments of ownership, real or personal, movable or immovable, agreements, receipts and releases for payment in cash or other debentures or securities, and any written act. g) broker means a natural person who engages in a brokerage transaction described in Section 1 of the Real Estate Brokerage Act and who holds a real estate broker s licence issued by the OACIQ, i.e., a real estate broker as defined in the Real Estate Brokerage Act. For more information, for the purpose of these bylaws, broker does not mean a natural person who engages exclusively in brokerage activities relating to loans secured by immovable hypothec, i.e., the mortgage broker as defined in the Real Estate Brokerage Act. h) QFREB means the Québec Federation of Real Estate Boards. i) Companies Act means the Companies Act, (CQLR c. C-38), as amended from time to time, and any statute that may be substituted therefore and, in the case of such amendment or substitution, any reference contained in the GMREB s bylaws shall be interpreted as a reference to the amended or substituted provisions of this Act. j) Real Estate Brokerage Act means the Real Estate Brokerage Act (CQLR c. C-73-2), as amended from time to time, any statute that may be substituted therefore, and any regulations adopted pursuant thereto or to any statute that may be substituted therefore; in the case of such an amendment or substitution, any reference contained in the GMREB s bylaws will be interpreted as a reference to the amended or substituted provisions in this Act and its regulations. k) member means, when used alone, all members of the GMREB. l) OACIQ means the Organisme d autoréglementation du courtage immobilier du Québec. m) licence means, where applicable, the agency or broker licence issued by the OACIQ, authorizing the holder to perform real estate brokerage activities, as defined in the Real Estate Brokerage Act. n) bylaw means any GMREB bylaw in effect at the relevant time; The singular includes the plural and vice versa; the masculine includes the feminine and vice versa. The headers used in these bylaws are for reference purposes only and shall not serve to interpret expressions or provisions of these bylaws. In case of discrepancies between the French and English versions of these bylaws, the French version shall prevail. GMREB Annual General Meeting documentation - April 15,

14 B. HEAD OFFICE, ESTABLISHMENT, AND SEAL OF THE GMREB 2. Head office The GMREB s head office shall be permanently located in the Greater Montréal area. The address of the head office is that indicated in the GMREB s constituting act. The GMREB may transfer or change the address of its head office, in compliance with the provisions of the Companies Act. The head office is the GMREB s domicile. 3. Establishment The GMREB may, in addition to its head office, establish elsewhere in Québec any other establishment, office, or agency that the Board of Directors may determine from time to time. 4. Seal of the GMREB The seal of the GMREB shall be used only with the consent of the President of the Board of Directors or the Chief Executive Officer of the GMREB. C. THE GMREB S LEDGER 5. Contents of the Ledger The GMREB keeps, at its head office, one or several Ledgers containing: a) its constituting act, bylaws, and any declaration or request presented to the Registraire des entreprises and submitted to the business register; b) the names, in alphabetical order, of all persons who are or who have been members of the GMREB; c) the addresses and occupations of every such person, while a member of the GMREB; d) the names, addresses, and occupations of all persons who are or who have been directors of the GMREB, with the various dates at which each person became or ceased to be a director; e) a list of GMREB members prepared annually; f) a register of mortgages, in which it enters all mortgages and charges affecting property of the GMREB, giving in each case a short description of the property mortgaged or charged, the amount of the mortgage or charge, and, except in the case of debentures and other securities payable to order or to bearer, the names of the mortgagees or successors. As regards the hypothecs and charges securing the payment of debentures and other securities payable to order or to bearer, it shall be sufficient to mention the name of the trustee in whose favour the hypothec is created; GMREB Annual General Meeting documentation - April 15,

15 g) its receipts and disbursements and the matters to which each of them relates; h) its financial transactions; i) its credits and liabilities; j) the minutes of the meetings of the GMREB s members and directors, and of the votes taken at such meetings. All minutes entered in such Ledger or Ledgers shall be certified by the President of the Board of Directors or the chair of the meeting, or by the GMREB s Chief Executive Officer. D. BOARD OF DIRECTORS 6. Number The GMREB s affairs are administered by a Board of Directors consisting of fifteen (15) directors. This number may be amended in compliance with the Companies Act. 7. Qualifications To be elected to this position or to continue to exercise it, a director: a) shall be a natural person; b) shall be a member in good standing of the GMREB at the time he submits his candidacy as director, and shall remain so until his election and for the duration of his term as director, if he is elected; c) shall be a member broker of the GMREB on January 1 preceding the election and shall remain so for the duration of his term as director; d) shall not be a director or an executive employee of a real estate franchisor or of the OACIQ; e) shall not hold a salaried position with a real estate board, the QFREB, or the OACIQ; f) subject to Section 327 of the Civil Code of Québec, shall not be under age 18; g) subject to Section 327 of the Civil Code of Québec, shall not be a person of full age under tutorship or curatorship; h) shall not be a person declared incapacitated by the court of another province or country; i) shall not be an undischarged bankrupt; j) shall not be prohibited by the court from holding this position; k) shall not have been found guilty by a court of an offence or an action that, in the opinion of the Board of Directors, is related to the performance of broker or agency activities, or have pleaded guilty to such an offence or action. GMREB Annual General Meeting documentation - April 15,

16 There shall not be more than four (4) persons from the same banner or two (2) persons from the same agency sitting as GMREB directors during the same term. 8. Vacancy A director s position shall automatically become vacant upon his: a) death; b) resignation from his position, this resignation taking effect in compliance with Section 11 below; c) dismissal in compliance with these bylaws; d) ceases to hold the qualifications required to serve as director pursuant to Section 7 above, subject to what follows. If, during the director s term, the banner to which he belongs loses its banner status under these bylaws, the director may continue to sit on the Board of Directors under the other banner, until the end of his term, provided he still meets all other qualifications of Section 7 above. For the purpose of the limit of four (4) persons from the same banner, stipulated in Section 7 above, it shall not take into account the director referred to in this paragraph, but only until the end of his current term on the Board of Directors. If, during his term on the Board of Directors, a director changes banners and this change results in more than four (4) directors from the same banner, the director, if he was not involved in the decision that led to his changing banners, may continue to sit on the Board of Directors under his new banner until the end of his term, provided he still meets the other qualifications in Section 7 above. For the purpose of the limit of four (4) persons from the same banner, stipulated in Section 7 above, it shall not take into account the director referred to in this paragraph, but only until the end of his current term on the Board of Directors. However, if the director was involved in the decision that led to his changing banners during his term on the Board of Directors, and if this change results in more than four (4) directors from the same banner, this director shall cease to possess the qualifications required to serve as a director pursuant to Section 7 above and shall lose his position of director pursuant to Section Replacement A director whose position has become vacant may be replaced by way of a resolution of the Board of Directors, in compliance with the qualification rules in Section 7 above, and the replacement shall hold office for the remainder of his predecessor s term. The remaining directors may, however, continue to act despite the vacancy(ies), provided there is a quorum. GMREB Annual General Meeting documentation - April 15,

17 10. Election and length of term The electoral committee, in compliance with the provisions of these bylaws and the procedure established in policy no. 5 Voting procedure of the GMREB, shall ensure the eligibility of candidates for the position of director of the GMREB and shall draw up a list of candidates, which shall be signed by the president of the electoral committee. If the number of candidates is less than or equal to the number of director positions available and if the rules in Section 7 above regarding directors from the same agency are respected, it shall not be necessary to hold an election of the voting members of the GMREB and the candidates shall be deemed to have been elected at the end of the GMREB s electoral process. If the number of candidates is greater than the number of director positions available, or if the number of candidates is less than or equal to the number of director positions available but the rules in Section 7 above regarding directors from the same agency are respected, an election of the voting members of the GMREB shall be held, in compliance with the provisions of these bylaws and the procedure established in policy no. 5 Voting procedure of the GMREB, and the list of candidates shall be sent to the member brokers of the GMREB at least twenty (20) days prior to the election. When an election is required pursuant to the above, a candidate, in order to be elected, must have obtained the votes of at least one percent (1%) of member brokers during the vote count. To be recognized as valid, a ballot shall not contain more votes than the number of positions available and shall contain at least as many votes as two-thirds (2/3) of the positions available. Each director shall be elected or deemed elected for a term of approximately two (2) years, beginning at the closing of the annual general meeting following his election (or his deemed election), and shall remain in office until expiry of his term, at the closing of the second annual general meeting following the start of his term, or until his substitute is elected or appointed, subject to Section 8 above. An outgoing director is eligible for reinstatement provided he meets the qualifications in Section 7 above. 11. Resignation A director may resign from his position at any time, by giving his written resignation to the President of the Board of Directors or to the GMREB s Chief Executive Officer, or in writing or verbally during a Board of Directors meeting. A resignation need not be justified and shall take effect upon the date of the notice of resignation or on the date of the Board of Directors meeting when this resignation was given, as the case may be. GMREB Annual General Meeting documentation - April 15,

18 12. Dismissal A director may be dismissed by the Board of Directors during a Board of Directors meeting convened for this purpose. The director who is being dismissed shall be informed of the location, date, and time of the meeting within the same timeframe as that required to call a meeting. The meeting notice shall also state that this person is subject to dismissal as well as the main alleged complaint. The director may attend and speak at the meeting, or have a written statement read by the meeting chair, to explain the reasons for his opposition to the resolution calling for his dismissal. The reasons that can lead to a director s dismissal include, but are not limited to: a) missing three (3) consecutive meetings of the Board of Directors in the same term; b) not fulfilling the duties that he agreed to perform for the GMREB, or, by his conduct, not demonstrating to the GMREB the loyalty required of his position; c) not acting with caution, diligence, honesty and loyalty, in the interest of the GMREB; d) placing his personal interests above those of the GMREB, or confusing the GMREB s property with his own, using for his own benefit or for the benefit of a third party the GMREB s property or any information he obtains in the course of his duties, unless he is authorized to do so by the Board of Directors, in violation of Sections 17 and 19 below; e) placing himself in a situation of conflict between his personal interests and his duties as a director, in violation of Section 18 below; f) failing to comply with any other requirement imposed on directors by law or by these bylaws. 13. Signature of the outgoing director Any director who ceases to hold his position further to his resignation, dismissal, or otherwise is authorized to sign on behalf of the GMREB and to produce, pursuant to the Act Respecting the Legal Publicity of Enterprises, a statement indicating that he ceased to be a director, as of thirty (30) days after the date of this cessation, unless he receives proof that the GMREB produced such a statement. 14. Remuneration The Board of Directors may, from time to time, determine the remuneration to be paid to directors, specifically in the form of attendance tokens, for each Board of Directors meeting and for each position mandated by the Board of Directors, in policy no. 2 Compensation and Attendance Tokens of the GMREB. The directors are also entitled to reimbursement for travel expenses and for any other costs reasonably incurred in relation to the affairs of the organization, according to policy no. 1.1 Reimbursement of Expenses Incurred Chief Executive Officer and directors of the GMREB. GMREB Annual General Meeting documentation - April 15,

19 15. General powers The GMREB s affairs are administered by a Board of Directors. The GMREB s directors administer the GMREB s affairs and, on its behalf, enter into all contracts that the GMREB may validly enter into; in general, they exercise all other powers and take all other actions that the GMREB is authorized to exercise and take, pursuant to its constituting act or in any other capacity whatsoever. Notwithstanding the foregoing, the Board of Directors is expressly authorized, at any time, to purchase, lease, acquire, sell, exchange, or dispose of movable and immovable, real, personal or mixed property, as well as any right or interest associated therewith, at the price and under the terms and conditions that it considers fair. An action taken by one or more directors or by a Board of Directors is not invalidated due solely to the subsequent discovery of a default in the election of these persons or of the entire Board of Directors, or of one or more of its members, or of the fact that these persons or one or several or all of the members of the Board of Directors were not qualified to serve as directors; however, this provision applies only to actions taken prior to taking office or to the nomination of the respective successor(s) of the persons involved. 16. Borrowing powers In addition to the powers granted by the constituting act and without limiting the scope of the powers granted to the directors by Sections 224 and 77 of the Companies Act, the directors may, when they deem it expedient and without requiring the authorization of the GMREB members: a) borrow money upon the credit of the GMREB; b) issue debentures or other securities of the GMREB, and pledge or sell the same for such sums and at such price as may be deemed expedient; c) hypothecate the movable or immovable property of the GMREB or otherwise affect the movable and immovable property of the GMREB; and d) delegate one or several of the above-mentioned powers to one or several directors or officers of the GMREB, to an executive committee or to a Board of Directors committee of the GMREB. The powers thus delegated may be amended by a bylaw. No provision in these bylaws shall limit or restrict the borrowing power of the GMREB obtained by means of bills or promissory notes made, drawn, accepted, or endorsed by or in favour of the GMREB. 17. Use of property and information No director shall confuse the property of the GMREB with his own property, nor use for his own benefit or for the benefit of a third party the GMREB s property or any information he obtains in the course of his duties, unless he is expressly and specifically authorized to do so by the members of the GMREB. GMREB Annual General Meeting documentation - April 15,

20 18. Conflict of interest and confidentiality A director must avoid placing himself in a situation of real or perceived conflict between his personal interests and/or those of a third party with whom he has a personal or business relationship and his duties as a director of the GMREB. He shall immediately disclose to the Board of Directors or to the GMREB any direct or indirect interest he has in a company or an association that is likely to place him in a situation of conflict of interest, as well as any rights that he may exercise against it, indicating, where applicable, their nature and value. This declaration of interest shall be recorded in the minutes of the Board of Directors or in the resolution signed in lieu thereof. A director who is present at a Board of Directors meeting at which a matter is to be deliberated in which he has direct interest, or in which a family member or a third party with whom he has a personal or business relationship has a direct interest, may participate in the presentation of the file and make all necessary additions and clarifications. However, he shall leave the meeting while the matter is being deliberated and shall abstain from voting on the matter. All directors undertake to maintain the confidentiality of the information and the documents they receive and to which they have access during their term as director of the GMREB. All directors undertake to sign, at the start of each term, the GMREB s solemn undertaking by a member of the Board of Directors with respect to conflicts of interest and the confidentiality of information and documents. 19. Contracts with the GMREB A director may, even in carrying out his duties, acquire, directly or indirectly, rights in the property of the GMREB or enter into contract with it, provided that he immediately informs the GMREB, indicating the nature and value of the rights he is acquiring, and request that the fact be recorded in the minutes of proceedings of the Board of Directors or the equivalent. A director thus interested in the acquisition of property or in a contract shall abstain from the discussion and voting, and shall leave the meeting while the Board of Directors deliberates and votes on the acquisition or contract in question. Neither the GMREB nor any of its members may challenge the validity of an acquisition of property or a contract involving the GMREB, on the one hand, and a director, directly or indirectly, on the other hand, for the sole reason that the director is a party or an interested person thereto, provided the director promptly and appropriately declared the situation as described earlier in these bylaws. GMREB Annual General Meeting documentation - April 15,

21 E. BOARD OF DIRECTORS MEETINGS 20. Convocation Board of Directors meetings shall take place as often as deemed necessary by the President of the Board of Directors, the Vice-President of the Board of Directors, or two (2) directors jointly. Meetings shall be convened by the President or the Vice-President of the Board of Directors, by two (2) directors, or by the Chief Executive Officer of the GMREB at the request of one of the latter. A notice of convocation for each meeting, specifying the location, date and time, shall be sent to each director, by courier, registered mail, fax, , or any other means of communication with proof of receipt, at the last known address, fax number, or address of the directors, or may be given by verbal notice. The notice of convocation shall be sent five (5) full days before the meeting. However, in a situation deemed urgent by the President or Vice-President of the Board of Directors, the notice may be sent one (1) full day before the meeting. However, a meeting may be held without prior notice if all directors are present or if those absent gave their consent to hold the meeting. The Board of Directors meeting immediately following the annual general meeting of members of the GMREB may be held on one (1) full day s notice before the meeting. A notice of convocation of a Board of Directors meeting shall specify the purpose of the meeting and the matters to be discussed, unless an agenda containing this information is attached to the notice. 21. Waiver of notice A director may, in writing or by any other means of communication addressed to the GMREB or otherwise, waive any notice of convocation of a meeting of the Board of Directors or any waiver in the notice or during the meeting; such waiver may be validly given before or after the meeting in question. The fact of a director attending a meeting of the Board of Directors constitutes a waiver of the notice of convocation of that meeting, except if a director attends for the sole purpose of objecting to any business on the grounds that this meeting was not validly convened. 22. Location Board of Directors meetings are held at the GMREB s head office or at any other location stipulated in the notice of convocation of the meeting. GMREB Annual General Meeting documentation - April 15,

22 23. Participation using verbal communication equipment Directors may participate in a Board of Directors meeting by means of equipment enabling all participants to verbally communicate with one another, in particular, by telephone. A director who participates in a meeting in this manner shall be deemed to have attended the meeting. 24. Adjournment The meeting Chair may, with the consent of the majority of directors present, from time to time adjourn any Board of Directors meeting until a later date and at a determined location without the need to notify the directors. Any continuation of the meeting may validly take place if it is held according to the terms decided at adjournment and provided there is a quorum. The directors constituting the quorum at the initial meeting are not required to constitute the quorum at the continuation of the meeting. If there is no quorum at the continuation of the meeting, the initial meeting shall be deemed terminated immediately after its adjournment. 25. Quorum The quorum is established by a simple majority of members of the Board of Directors. The quorum shall be maintained for the duration of the meetings. 26. Meeting chair and secretary Meetings of the Board of Directors are presided by the President of the Board of Directors or, in his absence, by the Vice-President of the Board of Directors. The Chief Executive Officer of the GMREB shall act as meeting secretary. The directors present at a meeting may nevertheless appoint any other person as chair and/or secretary of the meeting. 27. Procedure The meeting chair shall be responsible for the proper conduct of the meeting and shall submit to the Board of Directors any motions that require a vote. Should the meeting chair fail to submit a motion, any director may do so before said meeting is adjourned or closed. If such motion falls under the jurisdiction of the Board of Directors, the Board of Directors shall be informed of it but is not required to second it. To this end, the agenda of any Board of Directors meeting is presumed to provide for a period during which directors may submit their motions. Should the meeting chair fail to fully discharge his duties, the directors may, at any time, remove him as chair and replace him with another person. GMREB Annual General Meeting documentation - April 15,

23 28. Votes Each director is entitled to one vote and, subject to provisions indicating the contrary in these bylaws, all matters shall be decided by a majority of votes cast by the directors in attendance. Votes shall be taken by a show of hands, unless the meeting chair or a director requests a vote by ballot. In the case of a vote by ballot, the meeting secretary shall act as returning officer and count the ballots. However, if one or more directors is participating in the meeting by means of equipment enabling verbal communication pursuant to Section 23 above and if the vote is taken by ballot, the directors in attendance shall agree upon a course of action for collecting and counting the ballots. The ballots shall be destroyed after the adoption of the minutes of the meeting in question, until which time they shall be kept by the meeting secretary. Voting by proxy is not permitted and the meeting chair shall not have the deciding vote in the event of a tie. 29. Signed resolution A written resolution, signed by all directors entitled to vote at Board of Directors meetings, shall be valid and have the same effect as if it had been adopted at a duly convened and held Board of Directors meeting. The written resolution shall be recorded in the GMREB s minute book, by date, as with regular minutes. 30. Attendance at meetings Only the directors and the Chief Executive Officer of the GMREB are permitted to attend Board of Directors meetings. Officers, agents, and representatives of the GMREB, as well as persons whose presence is justified by the interests of the GMREB rather than the personal interests of one or several directors, may also attend, on authorization of the meeting chair or a majority of the directors present. No other person is permitted, unless unanimously authorized by the directors present. 31. Recording of deliberations It is not permitted for any director to record the deliberations of the Board of Directors, under penalty of expulsion from the meeting and confiscation of the tapes or other recording devices used. This power is reserved exclusively for the meeting secretary, for the purpose of taking the minutes of the meeting. GMREB Annual General Meeting documentation - April 15,

24 F. OFFICERS OF THE BOARD OF DIRECTORS 32. Qualifications The officers of the Board of Directors include the President, the Vice-President, and the Treasurer. The officers of the Board of Directors must be directors and member brokers of the GMREB. There may not be more than one officer from the same agency. The Board of Directors also has a Chief Executive Officer, who may not be a director or a member of the GMREB. 33. Election The President, the Vice-President, and the Treasurer of the Board of Directors shall be elected or appointed by the Board of Directors at the first Board of Directors meeting following the annual general meeting of members of the GMREB or any other meeting held to fill a vacancy. 34. Duration of term and re-election of the President of the Board of Directors Unless stated otherwise by the Board of Directors at the time of his election or appointment, the President of the Board of Directors shall be elected or appointed for a term of approximately two (2) years, starting from his election or appointment until the closing of the first Board of Directors meeting following the second annual general meeting of the members of the GMREB after the start of his term, or until his replacement has been elected or appointed. The President of the Board of Directors shall be eligible for reinstatement for a maximum of two (2) subsequent terms of approximately one (1) year each, starting from his election or appointment until the closing of the first Board of Directors meeting following the first annual general meeting after the start of his term, or until his replacement has been elected or appointed. More specifically, the President of the Board of Directors cannot hold this position for more than four (4) consecutive years. Regardless of the number of consecutive years he will have held the position of President of the Board of Directors, if the latter quits or terminates his position he may run for the position of director of the GMREB but he may not hold another officer s position for two (2) years after the end of his term as President of the Board of Directors. GMREB Annual General Meeting documentation - April 15,

25 35. Duration of term and re-election of Vice-President and Treasurer of the Board of Directors Unless stated otherwise by the Board of Directors at the time of their election or appointment, the Vice- President and the Treasurer of the Board of Directors shall be elected for a term of approximately one (1) year each, starting from their election or appointment until the closing of the first Board of Directors meeting following the first annual general meeting after the start of their term, or until their replacement has been elected or appointed. The Vice-President and the Treasurer of the Board of Directors shall be eligible for reinstatement for a maximum of three (3) subsequent terms of approximately one (1) year each. More specifically, the Vice-President and the Treasurer of the Board of Directors cannot hold their respective positions for more than four (4) consecutive years. Regardless of the number of consecutive years they will have held the position of Vice-President or Treasurer of the Board of Directors, if the latter quit or terminate their position they may run for the position of director of the GMREB but they may not hold another officer s position for one (1) year after the end of their term as Vice- President or Treasurer of the Board of Directors. 36. Resignation and dismissal Any officer of the Board of Directors may resign from his position, at any time, by submitting his resignation in writing to the President of the Board of Directors or to the Chief Executive Officer of the GMREB at a Board of Directors meeting. Board of Directors officers are subject to dismissal by resolution of at least two-thirds (2/3) of the directors of the GMREB present at the meeting at which the matter is being deliberated, for the same reasons and according to the same procedure as for the resignation of a director. 37. Vacancy Any vacancy of an officer s position on the Board of Directors may be filled at any time by the Board of Directors, with the replacement remaining in office for the remainder of his predecessor s term. 38. Remuneration The Board of Directors may, from time to time, determine the remuneration to be paid to officers of the Board of Directors in policy no. 2 Compensation and Attendance Tokens of the GMREB. The officers are also entitled to reimbursement for travel expenses and for any other costs reasonably incurred in relation to the affairs of the organization, according to policy no. 1.1 Reimbursement of Expenses Incurred Chief Executive Officer and directors of the GMREB. GMREB Annual General Meeting documentation - April 15,

26 39. Officers powers and duties The officers of the Board of Directors shall have the powers and duties normally inherent to their position, in addition to the powers and duties that the Board of Directors delegates to or imposes on them. The directors may delegate all of their powers to the officers, except for those that they must necessarily exercise or those that require the approval of the members of the GMREB. The powers of the officers of the Board of Directors may be exercised by any director specially appointed by the Board of Directors for this purpose, in the case of the incapacity or refusal to act by these officers or for any other reason deemed sufficient by the directors. 40. President of the Board of Directors The President of the Board of Directors is the senior officer of the Board of Directors. He shall ensure that all decisions and resolutions of the Board of Directors are executed. Outside of meetings of the Board of Directors, he shall follow up on all GMREB activities with the Chief Executive Officer. He shall be the custodian of GMREB guidelines and shall intervene, as needed, on a policy level to support the GMREB s files. He shall be the spokesperson for the members of the GMREB, and the representative of elected members. The President of the Board of Directors shall be the de facto chairperson of all Board of Directors meetings and of all meetings of the members of the GMREB, unless in the latter case a meeting chair is appointed to carry out this duty. He shall oversee production of the agendas. 41. Vice-President of the Board of Directors In the case where the President of the Board of Directors is absent or unable to act, the Vice-President of the Board of Directors shall have the powers and assume the obligations of the President of the Board of Directors. He shall also assume any other duty assigned to him by the President of the Board of Directors. 42. Treasurer of the Board of Directors The Treasurer of the Board of Directors shall be the president of the Audit and Finance Committee. He shall also assume any other duty assigned to him by the President of the Board of Directors. 43. Chief Executive Officer The Chief Executive Officer of the GMREB shall have the authority needed to manage the affairs of the GMREB, and he shall oversee the general administration of the GMREB by performing related administrative and financial management duties. He shall also have the necessary authority to employ, manage, and determine GMREB Annual General Meeting documentation - April 15,

27 the duties and remuneration of, and to dismiss agents, executives, and employees of the GMREB. He shall comply with all instructions given by the Board of Directors, and he shall give the Board of Directors or the directors any information they may require regarding the affairs of the GMREB. The Chief Executive Officer of the GMREB shall have custody of the GMREB s documents, seal, and Ledgers. He shall attend all Board of Directors meetings and GMREB member meetings and shall serve as meeting secretary in all cases. When he deems it necessary or is required to do so, he shall also attend the GMREB s committee meetings. The Chief Executive Officer of the GMREB shall record all votes taken at meetings that he attends. He shall draft and countersign the minutes, send notices of convocation, and all other notices to the directors and the members of the GMREB. The Chief Executive Officer shall perform any other duty that may be assigned to him, from time to time, by the Board of Directors or by the President of the Board of Directors, to whom he reports. The Chief Executive Officer may be removed from these duties only by resolution of at least two-thirds (2/3) of the directors of the GMREB present at the meeting at which the matter is deliberated, subject to any agreement between the Chief Executive Officer and the Board of Directors. G. PERMANENT COMMITTEES 44. Number and composition The Board of Directors shall have the support and expertise of the following four (4) permanent committees: a) Audit and Finance Committee; b) Governance and Ethics Committee; c) Human Resources Committee; d) Electoral Committee. In the seventy-five (75) days following each annual general meeting, the Board of Directors shall appoint the president and members of each permanent committee. The mandate of the members of each permanent committee shall last until the appointment of new members. The members of the permanent committees are eligible for reinstatement. The President of the Board of Directors and the Chief Executive Officer of the GMREB shall receive notices of convocation to meetings of the permanent committees; they may attend these meeting but may not vote at them. GMREB Annual General Meeting documentation - April 15,

28 45. Audit and Finance Committee The Audit and Finance Committee is tasked with ensuring that the GMREB maintains the highest standards in terms of good financial governance, especially regarding the communication of financial information, risk management, internal controls, and external auditors. This committee is chaired by the Treasurer of the Board of Directors; its role and tasks are described in greater detail in a mandate specific to this committee, adopted by the Board of Directors. Each member of the Audit and Finance Committee undertakes to sign, at the start of each term, the GMREB s solemn undertaking by members of a Committee with respect to conflicts of interest and the confidentiality of information and documents. 46. Governance and Ethics Committee The Governance and Ethics Committee is tasked with ensuring that the Board of Directors maintains the highest standards in terms of governance and ethics, and with evaluating the performance and operations of the Board of Directors and its committees. This committee also oversees the update of bylaws, policies, and mandates of the GMREB. This committee is chaired by the Vice-President of the Board of Directors; its role and tasks are described in greater detail in a mandate specific to this committee, adopted by the Board of Directors. Each member of the Governance and Ethics Committee undertakes to sign, at the start of each term, the GMREB s solemn undertaking by members of a Committee with respect to conflicts of interest and the confidentiality of information and documents. 47. Human Resources Committee The Human Resources Committee is tasked with examining human resource management guidelines and strategies, in particular regarding performance evaluations, succession planning, remuneration of the Chief Executive Officer, and the GMREB s general human resources practices. This committee is chaired by the President of the Board of Directors; its role and tasks are described in greater detail in a mandate specific to this committee, adopted by the Board of Directors. Each member of the Human Resources Committee undertakes to sign, at the start of each term, the GMREB s solemn undertaking by members of a Committee with respect to conflicts of interest and the confidentiality of information and documents. GMREB Annual General Meeting documentation - April 15,