BC Registry Services DEC *Id SOCIETY ACT COPY OF RESOLUTION. El a directors' resolution "RESOLVED

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1 *Id BR I It Sii COL1., 111A BC Registry Services Form 10 (Section 66 and 67) Certificate of Incorporation No. S The following is a copy of El a special resolution* passed 0 an ordinary resolution El a directors' resolution SOCIETY ACT COPY OF RESOLUTION MIS ItnirlatiVOPA BicinUM NY MI DEC CAROL PREST 33 REGISTRAR OF COMPANIES. PROVINCE OF BRITISH COLUMBIA. In accordance with the by-laws of the Society on the 9th day of "RESOLVED (Day) (Month) September 2014 that the Bylaws of the Society be deleted in their entirety and replaced with the Bylaws attached hereto as Schedule A. (Year) Dated this /4: day of November,2014, by (Day) (Month) (Year) 1 Probus Club of Vancouver ure) (Name of Society) Director (Relationship to Society) * Strike out words which do not apply. [Note No special resolution has effect until accepted by the Registrar of Companies. Send, in duplicate, to the Registrar of Companies. Mailing Address: PO Box 9431 Stn Prov Govt, Victoria BC V8W 9V3. Location Address: Blanshard Street, Victoria BC V8W 9V3 together with applicable fee. Telephone number: j Filing Fee: $50. Additional information and forms are available on the Internet at: Freedom of Information and Protection of Privacy Act (FOIPPA): Personal information provided on this form is collected, used and disclosed under the authority of the FOIPPA and the Society Act for the purposes of assessment. Questions regarding the collection, use and disclosure of personal information can be directed to the Executive Coordinator of the BC Registry Services at , PO Box 9431 Stn Prov Govt, Victoria BC V8W 9V3. REG 782/WEB Rev / 11 /

2 Schedule A Probus Club of Vancouver Bylaws 1. INTERPRETATION In these bylaws, unless the context otherwise requires: (iii) (iv) (v) (vi) (vii) "Annual Membership Fee" is the fee which shall be set from time to time by the Management Committee and must be paid each year by every Regular Member of the Society. "Directors" means the Officers of the Society and the Immediate Past President for the time being; "Founding Members" are the applicants for incorporation of the Society. "Honourary Life Members" are Members who, for rendering outstanding service to the Society, have had conferred upon them Honourary Life Membership by the Management Committee. A Honourary Life Member shall not be required to pay the annual membership fee, and shall enjoy all privileges of membership. "Immediate Past President' means the person who last held the position of President before the current President's term in office began. "Management Committee" consists of the Directors, the Membership Chairperson and such other persons as the Directors deem necessary to cover program, social, newsletter, and other functions. "Member means a Regular Member or Honourary Life Member; (viii) "Membership Chairperson" is a position on the Management Committee. (ix) (x) (xi) (xii) "Nominating Committee" consists of the President, the Immediate Past President and the Vice-President or, if one or other or both are not available, the President shall choose one or two Members in good standing and, in either case, the decision as to who is to be chosen shall be made by the President in his sole discretion. "Probus Canada"-means Probus Centre Canada, Inc. "Probus Club" is any club accredited by Probus Canada other than the Society. "Officers" means the President, Vice-President, Secretary, and Treasurer.

3 -2 (xiii) (xiv) "Regular Members" are Members of the Society that are not Honourary Life Members. "Society Act" means the Society Act of the Province of British Columbia from time to time in force and all amendments to it; (xv) "Special Business" means all business which requires a special resolution under these bylaws or the Society Act. Words importing the singular include the plural and vice versa. 2. RESTRICTION ON USE OF TRADEMARKS The Probus name, trademarks, rights, and emblem(s), which are registered with Industry Canada as the property of Probus Canada, shall not be used by the Society for commercial purposes without the written approval of Probus Canada. 3. MEMBERSHIP (d) The Members of the Society are the applicants for incorporation of the Society, and those persons who subsequently become Members, in accordance with these bylaws and, in either case, have not ceased to be Members. Membership in the Society shall be restricted to men with professional or business backgrounds, and other men who have had some measure of responsibility or achievement in any field of worthy endeavour. Membership in this Society shall primarily, but not necessarily, be from the area of the City of Vancouver, British Columbia, Canada. There shall be two (2) classes of Membership in the Society: Regular Members, and Honourary Life Members. (e) (f) (g) (h) No more than 5% of the Members shall be Honourary Life Members at any given time. Every Member shall uphold the constitution and comply with these bylaws. A person, who has the sponsorship of at least one Member of the Society, may apply to the Management Committee for membership. The Management Committee shall have absolute discretion to approve or reject any application and shall not be obliged to furnish any reasons for its decision. Founding Members do not require sponsorship. Regular attendance of Members at general meetings and annual general meetings is not mandatory. An application for membership shall be accompanied by an initiation fee and a prorated portion of the Annual Membership Fee, both of which shall be set from time to time by the Management Committee. Upon acceptance by the Management Committee, a new Member shall be presented with a Probus

4 -3 Canada lapel pin and a name badge by the President, or another Director should the President be unavailable. For information of new Members; the Constitution and Bylaws of the Society are available on the Probus Club of Vancouver website. Members may hold membership in other Probus Clubs. When a waiting list for membership in the Society exists, priority shall be given to applicants for membership who are not members of a Probus Club. A limit on the number of Members of the Society may be determined by a vote of the Regular Members and Honourary Life Members at an annual general meeting. The Annual Membership Fee becomes payable from all Regular Members on the 1st day of September of each calendar year. The Management Committee may terminate the membership of any Regular Member who fails to pay the Annual Membership Fee by the 30th day of November of each calendar year without notice. (m) A person ceases to be a member of the Society: (iii) upon his death, by delivering his resignation in writing or by to the Membership Chairperson or to the secretary of the Society. on having his membership terminated by the Management Committee. (n) (o) lf, in the opinion of and after due consideration by the Management Committee, a Member conducts himself in such a manner as to bring discredit on the Society or cause discord within the membership, they may be asked to resign. The resignation request should be made if, after discussion between the Member and the Management Committee, the conflict is not resolved. lf, after a resignation request is made, a Member refuses to resign then the Management Committee may terminate that Members membership in a manner consistent with Section 3(o) of these bylaws. No Member shall have his membership terminated under Section 3(n) of these Bylaws without first having been given the opportunity to be heard by the Management Committee. Before the membership of a Member may be terminated that Member shall receive at least seven days' notice in writing of the date, time and location of a meeting of the Management Committee at which he may be heard. Such notice shall contain a statement of the reasons alleged for termination of membership. A Member whose membership has been terminated shall have the right to appeal such termination to the Members at the next annual general meeting at which a majority of those Members present may allow the appeal or confirm the decision of the Management Committee. 4. DIRECTORS AND OFFICERS The Directors and Officers may exercise all the powers and do all the acts and things that the Society may exercise and do, and that are not by these bylaws or

5 -4 by statute or otherwise lawfully directed or required to be exercised or done by the Society in a general meeting, but subject, nevertheless, to (iii) all laws affecting the Society, these bylaws, and rules, not being inconsistent with these bylaws, that are made from time to time by the Society in a general meeting. (d) (e) (f) (g) (h) (j) (k) No rule, made by the Society in a general meeting, invalidates a prior act of the Directors or Officers that would have been valid if that rule had not been made. The number of Directors shall be five (5), or such other number that is greater than two (2) as may be determined from time to time at a general meeting. The Directors and Officers shall retire from office at each annual general meeting. Unless otherwise provided by the Members present at the annual general meeting, the Officers shall be elected at each annual general meeting. All Officers may run for re-election, except that the President may serve a maximum of two terms. If an Officer resigns his office or otherwise ceases to hold office, the remaining Directors and Officers shall appoint a Member to take the place of the former Officer. An act or proceeding of the Directors is not invalid merely because there are less than 5 Directors in office. The Members may, by special resolution, remove a Director or Officer, before the expiration of his term of office, and may elect a successor to complete the term of office. A Director or Officer must not be remunerated for being or acting as a Director or Officer, but a Director or Officer must be reimbursed for all expenses necessarily and reasonably incurred by the Director or Officer while engaged in the affairs of the Society. The Secretary shall be responsible for all minutes of meetings of the Society and the Management Committee. (1) The Secretary shall advise Probus Canada by December 31st of each year of; the place, day and time of the Society's general meetings, (iii) the number of Members, and the names, addresses and telephone numbers of the President and Secretary. 5. MANAGEMENT COMMITTEE

6 -5 (d) (e) All members of the Management Committee shall have one (1) vote each on any motion made at a meeting of the Management Committee. Voting is by a show of hands. Voting by proxy is not permitted. There shall be no casting vote in the case of a motion which receives an equal number of affirmative and negative votes. The Management Committee shall meet at least quarterly or more frequently should they think the need arises. They shall meet at such places and times as they see fit for the dispatch of business and they may adjourn or otherwise regulate their meetings and proceedings as they see fit. The quorum at a Management Committee meeting shall be 50% of the Committee. The President or his appointed representative shall chair all meetings of the Management Committee. However, if at a meeting of the Management Committee the President or his appointed representative is not present within 30 minutes after the time appointed for holding the meeting, the members of the Management Committee who are present may choose one of their number to be chairman at the meeting. (f) The Management Committee shall have the authority to fill vacancies in any position on the Management Committee that may arise between elections. (g) (h) The Management Committee may delegate any, but not all, of its powers to such members of the Management Committee or to committees consisting of such Members as they think fit. The Society shall co-operate with Rotary International,and other Probus Clubs in the formation of new Probus clubs. The Membership Chairperson shall be responsible for the register of Members which shall include each Member's full name, resident and address, telephone number, the date on which the person was admitted as a Member, the date on which the person ceased to be a Member, the class of membership and any other information required by the Society. The register shall be available to the members as approved by the Management Committee, and shall include a statement that it is not to be used for commercial purposes. 6. DUTIES OF THE NOMINATING COMMITTEE The Nominating Committee shall present to the annual general meeting a slate of candidates for each position on the Management Committee. Any further nominations, who have received prior consent by the Management Committee to stand for election, shall be conveyed to the Nominating Committee at least 14 days prior to the annual general meeting. GENERAL MEETINGS AND ANNUAL GENERAL MEETINGS General meetings shall be held at least monthly or more frequently should the Management Committee think the need arises. General meetings shall be held

7 6 at such places and times as the Management Committee sees fit for the dispatch of business and the Members may adjourn or otherwise regulate their meetings and proceedings as they see fit. Notice of a general meeting or an annual general meeting shall be given to the Members at least fourteen (14) days in advance of the general meeting, and shall specify the place, the day and the hour of the meeting and, in the case of Special Business, the general nature of that business. Any notice of motion shall be submitted in writing to the Secretary and read at the general meeting one month prior to the general meeting or annual general meeting at which it is to be voted upon. For the information of members not in attendance at this general meeting one prior notice of the motion in the Society Newsletter, unless it relates to Special Business, shall be deemed sufficient. (d) The first annual general meeting of the Society shall be held not more than 15 months after the date of incorporation. Following the first annual general meeting the Society shall hold an annual general meeting in each calendar year during the month of September, or another month that may be decided upon by the Members from time to time. (e) At each annual general meeting the chairman shall present nominations from the Nominating Committee for the Officers, Membership Chairperson and all other positions, which may exist from time to time, on the Management Committee. (f) At every annual general meeting the following business shall be conducted the adoption of rules of order, the consideration of the annual financial review, (iii) the report of the Directors and Officers, (iv) the report of the auditor, if any, (v) the election, by ballot with no voting by proxy permitted, of Officers, (vi) the election, by ballot with no voting by proxy permitted, of the Membership Chairperson, (vii) the election, by ballot with no voting by proxy permitted, of any positions on the Management Committee, which may exist from time to time, other than the Directors, the Officers and the Membership Chairperson, (viii) the appointment of the auditor, if required, and (ix) the other business that, under these bylaws, ought to be transacted at an annual general meeting, or business which is brought under consideration by the report of the Directors and Officers issued with the notice convening the annual general meeting.

8 7 (g) (h) The accidental omission to give notice of a general meeting or annual general meeting to, or the non receipt of a notice by, any of the Members entitled to receive notice does not invalidate proceedings at that meeting. No business shall be conducted at a general meeting or an annual general meeting at a time when a quorum is not present, other than the business of electing a chairman, the adjournment of the meeting, or the termination of the meeting. If at any time during a general meeting or an annual general meeting there ceases to be a quorum present, business then in progress shall be suspended until there is a quorum present or until the meeting is adjourned or terminated. The quorum at all general meetings and annual general meetings shall be 15% of the Members. (k) (I) If within 30 minutes from the time appointed for a general meeting a quorum is not present, the meeting, if convened on the requisition of members, shall be terminated; but in any other case, it shall stand adjourned to the same day in the next week, at the same time and place, and if, at the adjourned meeting, a quorum is not present within 30 minutes from the time appointed for the meeting, the members present constitute a quorum. A general meeting may be adjourned from time to time and from place to place, but no business shall be transacted at an adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. (m) When a meeting is adjourned for 14 days or more, notice of the adjourned meeting shall be given as in the case of the original meeting. (n) Except as provided in this bylaw, it is not necessary to give notice of an adjournment or of the business to be transacted at an adjourned general meeting. (o) (p) (q) (r) No resolution proposed at a general meeting or an annual general meeting need be seconded and the chairman of a general meeting or an annual general meeting may move or propose a resolution. The President shall chair all general meetings and annual general meetings, however if at a general meeting or an annual general meeting the President is not present within 30 minutes after the time appointed for holding the meeting, the members of the Management Committee present may choose one of their number to be chairman at the meeting. In case of an equality of votes the chairman of a general meeting or annual general meeting, shall not have a casting vote. A Regular Member and Honourary Life Member, in good standing, present at a general meeting or annual general meeting is entitled to one (1) vote. Any vote to be carried out at a general meeting or annual general meeting that is not an election of an Officer, Membership Chairperson or position on the Management Committee shall be by a show of hands, unless an ordinary resolution is passed by the Members present at such meeting requiring the vote to be by ballot. No

9 -8 voting by proxy shall be permitted at a general meeting or annual general meeting. (s) In advance of the annual general meeting, Members shall be provided with an annual financial review for the twelve months prior to the annual general meeting. 8. FINANCIAL (d) (e) The Treasurer shall receive, record and deposit all funds of the Society in a financial institution approved by a majority of the Management Committee. The signing officers shall be any two of the Treasurer, President, Immediate Past President, Vice- President and Secretary. The Treasurer shall maintain and control financial records of the Society and provide a financial report to each meeting of the Management Committee. An annual financial review shall be conducted by the Management Committee in each financial year and a report shall be presented to the Members at each annual general meeting of the Society. The financial year end of the Society shall be on a date that shall be fixed from time to time by the Directors. The Treasurer shall remit to Probus Canada the most recent annual financial report on or before December 31st of each year. 9. BORROWING In order to carry out the purposes of the Society a Director may, with the consent of 2/3rds of the current Directors, on behalf of and in the name of the Society, raise or secure the payment or repayment of money in the manner they decide, and, in particular but without limiting that power, by the issue of debentures. A debenture must not be issued without the authorization of a special resolution. The Members may, by special resolution, restrict the borrowing powers of the Directors and Officers, but a restriction imposed expires at the next annual general meeting. 10. NON-PROFITABILITY The income and property of the Society shall be applied solely towards the objectives of the Society and no portion thereof transferred directly or indirectly to the Members. Nothing herein shall prevent the payment of approved remuneration for services actually rendered to the Society. All costs associated with Society activities are to be paid for by the Members and are not to be prepaid for by the Society, unless, in the sole discretion of the Management Committee, the costs: are reasonable for the participation of the Society in an activity which is in keeping with the objectives of the Society, and

10 9 - require prepayment of funds that could not reasonably be collected beforehand from the Members, then the Society may prepay the costs and the Members shall be obligated, in a manner decided upon by the Management Committee, to repay the Society. An individual member of the Society must not gain from a discount, commission, gratuity or other benefit arising from a Society activity. 11. AMENDMENT Any bylaw may be amended by a two-thirds majority of the Regular Members and Honourary Life Members present and voting at a general meeting, provided that notice of the motion has been given to the Members of the Society at least 14 days before the general meeting at which the proposed amendment is to be voted upon. Any such amendment to the Society's By-laws must be consistent with the Society's constitution and the principles set out in the standard constitution of Probus Canada. The Directors shall review the Society's bylaws every three years and may propose amendments to the bylaws to be voted upon by the Members at an annual general meeting.