BY-LAWS Amended as per Board Resolution August 23, 2017 TABLE OF CONTENTS PART 4 - MEMBERSHIP DUES, TERMINATION AND DISCIPLINE 9

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1 BY-LAWS 2017 Amended as per Board Resolution August 23, 2017 TABLE OF CONTENTS PART 1 - GENERAL 2 PART 2 - MEMBERSHIP 4 PART 3 - CHAPTERS 8 PART 4 - MEMBERSHIP DUES, TERMINATION AND DISCIPLINE 9 PART 5 - MEETINGS OF MEMBERS 14 PART 6 - DIRECTORS 19 PART 7 - MEETINGS OF DIRECTORS 23 PART 8 - OFFICERS, AGENTS AND EMPLOYEES 26 PART 9 - COMMITTEES 27 PART 10 - EXPENDITURES AND BORROWING POWERS 32 PART 11 - NOTICES 32 PART 12 - EXECUTION OF DOCUMENTS 33 PART 13 - FINANCIAL MATTERS 34 PART 14 - DISPUTE RESOLUTION 35 PART 15 - BY-LAW AMENDMENTS AND FORMULATION OF POLICIES Fairview Mall Drive, Suite 407, Toronto, ON M2J 4T1 Tel: ; Fax: ; Web: Amended as per Board Resolution August 23, 2017 Page 1 of 35

2 PART 1 - GENERAL 1.1 Definitions. In this By-Law and all other By-Laws of the Corporation, unless the context otherwise specifies or requires: "Act" means the Canada Not-for-profit Corporations Act S.C. 2009, c.23 including the regulations made pursuant to the Act, and any statute or regulations that may be substituted, as amended from time to time; AICC means the former Association of Immigration Counsel of Canada (now dissolved); "Articles" means the original or restated Articles of incorporation or Articles of amendment, amalgamation, continuance, reorganization, arrangement or revival of the Corporation; Authorized Regulator means: (iv) a body designated by the Minister pursuant to the relevant provision(s) of IRPA as the regulator of immigration consultants; a body designated by the Minister pursuant to the relevant provision(s) of the Citizenship Act as the regulator of citizenship consultants; a law society of a province or territory of Canada; or the Chambre des notaires du Québec; (e) (f) (g) (h) (j) (k) Authorized Representative means Members in good standing of an Authorized Regulator; "Board" means the board of directors of the Corporation; "By-Law" means this By-Law and any other By-Laws of the Corporation as amended and which are, from time to time, in force and effect; President means the president of the Corporation, as elected by the Board from time to time; Chapter means the groups of Members representing a geographical jurisdiction of the Members, which geographical jurisdiction and number of Chapters shall be determined by the Board from time to time; Chapter Committee means the committee appointed by the Board from time to time to represent a Chapter; Citizenship Act means the Citizenship Act, R.S.C. 1985, c.29, including the regulations made pursuant to the Citizenship Act, and any statute or regulations that may be substituted, as amended from time to time; CAPIC By-Laws Amended by the Board of Directors August 23, 2017 Page 2 of 35

3 (l) (m) Code of Conduct and Ethics means the Code of Conduct and Ethics established by the Board, as may be amended by the Board from time to time; Conduct of Concern refers to concern that a Member has: violated any provision of the Articles, these By-Laws, Code of Conduct and Ethics, or any policy established or adopted by the Board; or, engaged in conduct which may be detrimental to the Corporation and its Members, as determined by the Board in its sole and absolute discretion. (n) Corporation means CAPIC Canadian Association of Professional Immigration Consultants ACCPI L Association Canadienne des Conseillers Professionnels en Immigration; (o) De-Registered Member means individual who was an Authorized Representative but who ceases to be registered with an Authorized Regulator; (p) (q) (r) (s) (t) (u) (v) (w) (x) (y) "Director" means a member of the Board; IRPA means the Immigration and Refugee Protection Act, S.C c.27, including the regulations made pursuant to IRPA, and any statute or regulations that may be substituted, as amended from time to time; "Meeting of Members" includes an annual Meeting of Members or a special Meeting of Members; Member means a Member of the Corporation of any class; Member in Good Standing means a Member who has paid all applicable membership fees, dues and levies owing to the Corporation, is not under disciplinary action, suspension or expulsion, and who is in compliance with the Articles, the By-Laws and all policies of the Corporation, as determined by the Board; Officers means any Officers of the Corporation as elected by the Board pursuant to these By-Laws; OPIC means the Organization of Professional Immigration Consultants Inc.; "Ordinary Resolution" means a resolution passed by a majority of not less than 50% plus one of the votes cast on that resolution; Public Accountant means the accountant appointed by the Corporation from time to time pursuant to the Act and these By-Laws; Regulated International Student Immigration Advisor or RISIA means a person employed in the Education Sector whose job includes providing advice to students, and who is registered by the Immigration Consultants of Canada Regulatory Counsel as a RISIA ; CAPIC By-Laws Amended by the Board of Directors August 23, 2017 Page 3 of 35

4 (z) Returning Member is a person whose membership has expired and who has submitted a written request to again become a Member; (aa) Secretary means the secretary of the Corporation, as elected by the Board from time to time; (bb) "Special Resolution" means a Members resolution passed by a majority of not less than two-thirds (2/3) of the votes cast on that resolution; (cc) Term means a period of time that a director or officer serves on the Board, or a Member serves as a Member of the Corporation, and includes a partial term or period of time acting in such capacity; and (dd) Treasurer means the treasurer of the Corporation, as elected by the Board from time to time. 1.2 Interpretation. In the interpretation of this By-Law, words in the singular include the plural and vice-versa, words in one gender include all genders, and "person" includes an individual, body corporate, partnership, trust and unincorporated organization. Other than as specified in Section 1.1 above, words and expressions defined in the Act have the same meanings when used in these By-Laws. The headings used in these By- Laws are inserted for reference purposes only and are not to be considered or taken into account in construing the provisions thereof or to be deemed in any way to clarify, modify or explain the effect of any such provisions. In the case of a discrepancy between these By-laws and the Act, the Act shall prevail. 1.3 Head Office. The head office of the Corporation shall be located in the city of Toronto, in the Province of Ontario, or at such other location in Canada as determined by the Board. 1.4 Corporate Seal. The Corporation may have a corporate seal in the form approved from time to time by the Board. If a corporate seal is approved by the Board, the Board shall make provisions for the custody of corporate seal. The Board shall also have power from time to time to destroy a seal and substitute a new seal in its place. The seal of the Corporation shall be affixed only when authorized by the Board, and then only in the presence of the person or persons prescribed by the Board, or, if no person or persons are prescribed, in the presence of any two directors. 2.1 Membership Conditions PART 2 - MEMBERSHIP Membership in the Corporation shall be divided into the following classes of Members: Registered Members; CAPIC By-Laws Amended by the Board of Directors August 23, 2017 Page 4 of 35

5 (iv) (v) Associate Members; Student Members; Honourary Registered Members; and, Honourary Life Members. 2.2 Voting Rights and Memberships Only Registered Members and Honourary Registered Members who are Members in Good Standing shall have the right to vote at meetings of the Members of the Corporation. Registered Members, Associate Members, and Student Members are required to pay their membership dues in accordance with Section 3.1 of these By-laws. 2.3 Qualifications Honourary Registered Members and Honourary Life Members are exempt from membership dues. A person must meet the following criteria in order to be eligible to become a Member of the Corporation: (iv) (v) be an individual who is at least 18 years of age with a power under the law to contract; not be an undischarged bankrupt; not have a prior criminal record; submit a membership application to the Membership Services Committee in such form and manner as the Board or its delegate may determine; provide the following supporting documents to the Membership Services Committee: A. copy of a valid photo identification issued by the federal government of Canada or by a Canadian province or territory; B. unless the applicant is an Authorized Representative, the applicant shall produce police clearance certificates indicating that the applicant does not have a criminal record in Canada, and police clearance records from any other jurisdiction as determined by the Board or its delegate as being appropriate in the circumstances; and C. proof of Canadian Citizenship or Canadian Permanent Residence; CAPIC By-Laws Amended by the Board of Directors August 23, 2017 Page 5 of 35

6 D. such other supporting documents as the Board or its delegate may from time to time determine; (vi) (vii) (viii) has satisfied the Board or its delegate that he or she is of good and reputable character, in the manner the Board or its delegate may determine; undertake to uphold and be governed by the purposes of the Corporation and to comply with the By-Laws, Code of Conduct and Ethics, and all policies established or adopted by the Board from time to time; and pay the applicable fee, as set by the Board or its delegate from time to time; in addition to the general qualification criteria set out in this section 2.3, to (viii), to be eligible to become a Registered Member, the applicant must be a member in good standing of a body designated by the Minister under IRPA or the Citizenship Act as a regulator of immigration consultants or citizenship consultants; in addition to the general qualification criteria set out in this section 2.3, to (viii), to be eligible to become an Associate Member, the applicant must be: A. an Authorized Representative; B. a Regulated International Student Immigration Advisor; or C. an individual who plays a legitimate role in the immigration industry, as determined by the Board or its delegate, such as agents and employees of Authorized Representatives, or a person acting on behalf of an entity in accordance with an agreement or arrangement with her Majesty in Right of Canada pursuant to IRPA or the Citizenship Act. (e) In addition to the general qualification criteria set out in this section 2.3, to (viii), to be eligible to become a Student Member the applicant must be enrolled in an educational program approved by an Authorized Regulator and submit official documents confirming one s enrolment. A Registered Member may become an Honourary Registered Member upon being nominated by the Governance and Nomination Committee and determined by the Board as deserving of recognition and a lifetime distinction for his or her outstanding contribution to the profession of immigration consulting. CAPIC Lifetime Achievement Award Recipients are eligible for this nomination. National presidents who have served one or more complete full terms shall automatically become Honourary Registered Members. CAPIC By-Laws Amended by the Board of Directors August 23, 2017 Page 6 of 35

7 (f) (g) An Honourary Registered Member shall automatically become an Honourary Life Member upon retiring from the immigration consulting profession. An applicant will be accepted as a Member if and when his or her application is accepted by a majority vote of the Members of the Membership Services Committee. 2.4 Returning Members A Returning Member whose membership has expired, who has submitted a written request to the Membership Services Committee to again become a Member, may be exempt from providing the documents required by section 2.3 (v), provided that the following conditions are met: (iv) no more than two (2) years have elapsed since the Returning Member ceased to be a Member; the Returning Member is a Member in good standing of an Authorized Regulator; the Returning Member has never been terminated or suspended from the Corporation or the Authorized Regulator; and the Corporation has retained and is able to access the Returning Member s previous application and supporting documents. A Returning Member will be accepted as a Member if and when his or her application is approved by a majority vote of the Members of the Membership Services Committee. 2.5 Appeal and Denial of Membership In the event that a new applicant or a Returning Member s application is rejected by the Membership Services Committee, the Membership Services Committee must give the applicant or Returning Member written reasons for the rejection. The applicant or Returning Member may submit an appeal of a rejection of a membership application by the Membership Services Committee to the Board within 21 days of receipt of the rejection from the Membership Services Committee. The Board shall render a final written decision within a reasonable period from the receipt of the appeal, or within a period prescribed by the Board or its delegates by way of policy. If the appeal is denied by the Board, the applicant shall have no further right of appeal. An applicant or Returning Member whose application has been refused may not submit a new application for membership until at least one (1) year has elapsed from the date on which any further right to appeal expires. CAPIC By-Laws Amended by the Board of Directors August 23, 2017 Page 7 of 35

8 2.6 Term of Membership. A Member s term shall be from the date the Member was accepted into membership in the Corporation until the date his or her membership terminates pursuant to Part 4 of these By-Laws. 2.7 Non-Transferable. The interest of a Member in the Corporation is not transferable. 2.8 Loss of Registration If at any time a Registered Member ceases to be registered with an Authorized Regulator, the De-Registered Member shall immediately lose the right to vote at any meetings of the Members until such time as such registration with the Authorized Regulator is restored. If such registration is not restored within 30 days, the De-Registered Member s membership in the Corporation shall automatically terminate with no further act or refund. A De-Registered Member may become an Associate Member, provided that he or she meets the qualifications for that class of membership set out in section 2.3. Termination of membership under this section shall not terminate or prevent any disciplinary procedures underway or that may be commenced against a De- Registered Member. PART 3 - CHAPTERS 3.1 Chapters. Chapters represent the geographic distribution of the Members. The geographical divisions of Chapters and the number of Chapters shall be determined by the Board from time to time in its discretion. A Member whose primary business address (or home address, if the Member does not have a business address) is within the geographic region of a Chapter shall be deemed to be a Member of that Chapter. A Member may not be a Member of more than one Chapter at any time. In the event of uncertainty, the Board in its discretion shall determine a Member s Chapter membership. 3.2 Chapter Committees. The Board shall appoint a Chapter Committee to represent each Chapter. For each Chapter Committee, the Board shall appoint a chair, who must be both a director and a Member of the Chapter. The Board shall appoint such other Chapter Committee Members as it sees fit from among the Members of the Chapter. Chapter Committee Members shall be appointed for terms of two years. Chapter Committee Members may serve a maximum of two consecutive two-year terms (for a total of four consecutive years), after which time such committee members may only be re-appointed to a Chapter Committee after a waiting period of a minimum of two years. CAPIC By-Laws Amended by the Board of Directors August 23, 2017 Page 8 of 35

9 If the chair of a Chapter Committee ceases to be a director, the Board will immediately appoint another person from among the directors of that Chapter to hold such position for the remainder of the chair s term. The Chapter Committees shall: only address local issues within that Chapter s jurisdiction and shall defer to the Board on national and any other issues; operate in compliance with the policies approved by the Board for each Chapter, as may be amended from time to time; and perform such duties as the Board may from time to time determine. PART 4 - MEMBERSHIP DUES, TERMINATION AND DISCIPLINE 4.1 Membership Dues. Members shall be notified in writing of any membership dues at any time payable by them and, if such dues are not paid within one calendar month of such notice, the Member shall be in default and shall automatically cease to be a Member of the Corporation as of the date of default. 4.2 Duties of Members All Members by their application for membership, including Returning Members, or by their continuance of Membership, shall agree and shall be deemed to have agreed with the Corporation and each of its Members to the terms of the By-laws, Code of Conduct and Ethics, and policies established or adopted by the Board or its Members from time to time, and all acts or things done thereunder, including the interpretation of any By-Law, Code of Conduct and Ethics, and policies by the Board pursuant to the By-Laws. A Member shall be familiar with and comply with the provisions of these By-Laws, Code of Conduct and Ethics, and policies established or adopted by the Board from time to time. A Member shall exemplify professionalism and bring credit to the industry by building on the Corporation s mission, values, and core goals. A Member shall: act in such a way as to maintain the integrity of Canada s immigration system; at all times perform his or her duties as immigration consultant or citizenship consultant in a professional manner; not engage in Conduct of Concern or conduct unbecoming of a CAPIC Member; CAPIC By-Laws Amended by the Board of Directors August 23, 2017 Page 9 of 35

10 (iv) (v) (vi) (vii) at all times act honestly and in good faith towards immigration officials, without intent to deceive or undermine the integrity of the system, or to assist others to do so; be courteous and civil, and shall act in good faith, in all professional dealing and in all communications with other Members; avoid maligning the reputation of fellow Members for personal motive or personal satisfaction; and, not send correspondence or otherwise communicate with a Member, client, government official or any other person in a manner that is abusive, offensive or otherwise inconsistent with the proper kind of professional communication from a CAPIC Member. (e) (f) (g) A Member shall immediately advise the Corporation in writing of any change in his or her professional circumstances that could reasonably affect his or her ability to practice as an immigration consultant or citizenship consultant, or bring discredit to the profession or the Corporation. A Member shall immediately advise the Corporation in writing if, at any time, he or she ceases to be registered with an Authorized Regulator. A Member shall only use the Corporation name and logo, and Membership Certificates issued by the Corporation, in accordance with the Corporations Bylaws, Code of Conduct and Ethics, and policies established or adopted by the Board from time to time. The failure to abide by these duties may lead to sanctions provided for in these By-Laws. 4.3 Termination of Membership. Membership in the Corporation is terminated when: (iv) (v) the Member dies; a Member fails to maintain any qualifications for membership specified in Section 2.3 of these By-Laws; the Member resigns by delivering a written resignation to the registered office of the Corporation, in which case such resignation shall be effective on the date specified in the resignation; the Member is terminated in accordance with Section 4.4 (vii) or 4.5 of these Bylaws;; any specified term of membership expires; and, CAPIC By-Laws Amended by the Board of Directors August 23, 2017 Page 10 of 35

11 (vi) the Member fails to pay its membership dues in accordance with section 4.1 of these By-Laws. Subject to the articles, upon any termination of membership, the rights of the Member, including any rights in the property of the Corporation, automatically cease to exist. 4.4 Discipline of Members. The Board shall establish a discipline procedure, the content of which shall be consistent with the principles of procedural fairness. The Board or its delegate shall have the power to inquire into the conduct of any Member where there is concern that the Member has: violated any provision of the Articles, By-Laws, Code of Conduct and Ethics, or any policy established or adopted by the Board; or, engaged in conduct which may be detrimental to the Corporation or its Members, as determined by the Board in its sole and absolute discretion. In the event that the Board or its delegate has grounds to believe that a Member has engaged in Conduct of Concern then: (iv) the Board or its delegate shall provide the Member with a letter setting out the details of the Conduct of Concern and shall request a response in writing within a reasonable period of time prescribed by the Board; if the Member provides written submissions to the Board or its delegate within the time period provided, the Board or its delegate shall consider such written submissions in arriving at a decision; if requested by the Member and the Board or its delegate deems it appropriate, the Member may appear in person for a hearing of the matter; and the Board or its delegate shall render a written decision as to whether the Member is found to have engaged in the Conduct of Concern. If the Board or its delegate determines that the Member has engaged in Conduct of Concern, the Board or its delegate may in its discretion: issue a warning letter to the Member; require that the Member take any specified rehabilitative measures, including requiring the Member to successfully complete specified professional development courses or to seek specified counselling or treatment; CAPIC By-Laws Amended by the Board of Directors August 23, 2017 Page 11 of 35

12 (iv) (v) (vi) (vii) (viii) require the Member to pay a monetary penalty, or the Corporation s reasonable costs of investigating and legal fees for any hearing, and specify the timing and manner of payment; direct that the failure to comply with the sanction shall result in the revocation of membership; order that the Member s membership be suspended indefinitely or for a period stipulated by the Board or its delegate; delay the imposition of a measure under this subsection for a specified period or on specified terms, including the successful completion of specific courses of studies; recall the Member s Membership Certificate, and terminate the Member; and/or make any other order that the Board or its delegate considers necessary in the circumstances. 4.5 Suspension. In the event a Member is suspended from Membership in the Corporation in accordance with section 4.4(v) of these By-laws, the Member shall not be entitled to exercise any of the rights of being a Member of the Corporation under these By-Laws and the Act, including, but not limited to, the following: the right to receive notice of any Members meetings; and, the right to use any designation, title, term, initials or description implying that the suspended Member is a Member of the Corporation during the term of suspension. A Member suspended for an indefinite period of time shall automatically cease to be a Member one year from the date of such Member s suspension unless a decision is made by the Board to restore the Member to good standing. A Member suspended for a period stipulated by the Board or its delegates shall automatically resume his or her membership upon completion of the term of suspension and compliance with any other disciplinary sanction imposed. CAPIC By-Laws Amended by the Board of Directors August 23, 2017 Page 12 of 35

13 4.6 Right of Appeal A Member who has been found by the Board or its delegate to have engaged in Conduct of Concern can appeal the finding and the remedy imposed within 30 days of the written reasons being provided to the Member. The Board shall establish an appeal procedure, the content of which shall be consistent with the principles of natural justice. 4.7 Reinstatement of Suspended and Terminated Members A Member suspended for an indefinite period of time may be reinstated as a member by a resolution of the Board passed by a 2/3 majority if the suspended Member: (iv) (v) (vi) submits a written request to the Board or its delegate seeking reinstatement no more than twelve (12) months after the suspension took effect; has served a duration of the suspension that is reasonably reflective of the reasons for suspension, as determined by the Board or its delegate in its sole and absolute discretion; provides a statutory declaration stating that the suspended Member agrees to abide by the Corporation s Bylaws, Code of Conduct and Ethics, and policies established or adopted by the Board or its members from time to time and that any violation of same will be grounds for expulsion from the Membership of the Corporation; provides letters of support from two (2) Members in Good Standing attesting to the good character of the suspended Member and how the suspended Member will contribute to the best interests of the Corporation if reinstated; meets the Corporation s Membership criteria when applying for reinstatement; and pays a reinstatement fee in such amount as may be set from time to time by resolution of the Board and pays any applicable membership fees. A terminated Member may be reinstated by a resolution of the Board passed by a 2/3 majority if the terminated Member: has not been previously reinstated after termination or a suspension that was for an indefinite period of time; submits a written request seeking reinstatement to the Board no later than twelve (12) months after the expulsion took effect; CAPIC By-Laws Amended by the Board of Directors August 23, 2017 Page 13 of 35

14 (iv) (v) (vi) provides a statutory declaration stating that the terminated Member agrees to abide by the Corporation s Bylaws, Code of Conduct and Ethics, and policies established or adopted by the Board or its members from time to time and that any violation of same shall be grounds for permanent expulsion from the membership of the Corporation with no right to apply for reinstatement; provides letters of support from four (4) Members in Good Standing attesting to the good character or the terminated Member and how the terminated Member will contribute to the best interests of the Corporation if reinstated; meets the Corporation s Membership criteria when applying for reinstatement; and pays a reinstatement fee in such amount as may be set from time to time by resolution of the Board and pays any applicable Membership fees. 4.8 Effect of Resignation on Discipline Proceedings A resigned Member shall remain liable for payment of any fees, assessments or other sum levied or which became payable by the Member to the Corporation prior to the effective date of his or her resignation. Resignation shall not terminate or prevent any disciplinary procedures underway or that may be commenced against a Member unless the Member agrees that he or she will not reapply in the future to become a Member of the Corporation. PART 5 - MEETINGS OF MEMBERS 5.1 Annual Meeting. The annual meeting of the Members shall be held on such day in each year and at such time as the Board may by resolution determine at any place within Canada or, if all of the Members so agree, outside Canada. The annual meeting of the Members shall be hosted each year by a different Chapter as determined by the Board. 5.2 Special General Meeting. Other meetings of the Members which are not the annual meetings of the Members may be convened by order of the President at any date and time and at any place within Canada or, if all of the Members so agree, outside Canada. The Board shall call a special general meeting of the Members upon delivery to the Secretary of a written requisition requesting a meeting, specifying the purposes of such meeting and signed by not less than 5% of the Members in Good Standing and entitled to vote at such meeting. 5.3 Chapter Obligations. The Chapter hosting the annual meeting of the Members shall organize the event including group travel arrangements for attending Members from other Chapters. CAPIC By-Laws Amended by the Board of Directors August 23, 2017 Page 14 of 35

15 Each Chapter Committee must use reasonable efforts to encourage all of its Members to attend the annual meeting of the Members and to ensure that at least three of its Members attend such meeting. 5.4 Persons Entitled to be Present. The only persons entitled to be present at a Meeting of Members shall be the Members in Good Standing, the directors and the Public Accountant (if any) of the Corporation, and such other persons who are entitled or required under any provision of the Act, the Articles or these By-Laws to be present at the meeting. Any other person may be admitted only on the invitation of the President of the meeting. 5.5 Chair of the Meeting. The President shall act as chair of any meeting of the Members. In the event that the President is unavailable, the vice-president shall act as the chair. In the event that the vice-president is unavailable, the Secretary shall act as the chair. In the event that the Secretary is unavailable, then the Registered Members and Honorary Registered Members who are present and entitled to vote at the meeting shall choose one of the directors who is present to act as chair, provided that if no directors are present or if all directors who are present decline to act as chair, then the Members who are present and entitled to vote at the meeting shall choose one of their members to act as chair. 5.6 Proceedings at Annual Meetings of the Members. The following business shall be transacted at every annual meeting of the Members: (e) (f) (g) delivery of reports from all committees; review of the Corporation s financial statements and presentation of the auditors report for approval by the Members entitled to vote; appointment of the auditor for the ensuing year; elections of directors by way of ratifying resolution of election results previously collected, if required pursuant to these By-Laws; granting of awards, if any, for outstanding Member service to the Corporation; any member proposals submitted by a Member entitled to vote, provided such member proposal was submitted by the Member in accordance with the requirements of section 163 of the Act; and any other business raised by the Board or the Members in accordance with the Act and these By-Laws. 5.7 Notice of Meeting of Members. Notice of the time and place of a Meeting of Members shall be given to each Member by the following means: mail, courier or personal delivery during a period of 21 to 60 days before the day on which the meeting is to be held; CAPIC By-Laws Amended by the Board of Directors August 23, 2017 Page 15 of 35

16 telephonic, electronic or other communication facility during a period of 21 to 35 days before the day on which the meeting is to be held; affixing the notice, no later than 30 days before the date of the meeting, to a notice board (either physical or electronic) on which information with respect to the Corporation s activities is regularly posted and that is located in a place frequented by Members; or by publication at least once in a publication of the Corporation that is sent to all Members, during the period of 21 to 60 days before the meeting. 5.8 Quorum. A quorum at any meeting of the Members shall be 20 Members entitled to vote at the meeting present in person, by proxy or attending by telephone or other electronic means. If at any time during a meeting of the Members there ceases to be a quorum present, business then in progress shall be suspended until there is a quorum present. If a quorum is not present within 30 minutes of the start time designated for the meeting of the Members, the Members then present, or failing that, any two directors, may adjourn the meeting to a fixed time and place pursuant to Section Adjournment. Notice of the adjourned meeting of the Members is not required to be given if the time and place of the adjourned meeting is announced at the original meeting. If at the adjourned meeting a quorum is not present, the Members present shall constitute a quorum. No business shall be transacted at the adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place Voting. At any meeting of the Members, every question shall, unless otherwise required by the Articles, these By-Laws or the Act, be determined by a majority of the votes cast on the question. A Registered Member or Honorary Registered Member who is a Member in Good Standing and is present in person or by proxy at a meeting or who is present by electronic means pursuant to section 5.11 is entitled to one vote. Unless otherwise required by the Act or the By-Laws, voting at the annual meetings of the Members shall be conducted by a show of hands, unless a Member entitled to vote at the meeting requests the vote to occur by way of a ballot, in which case that vote shall be held by ballot. Members entitled to vote who are attending meetings electronically shall submit their votes by electronic means. In the case of an equality of votes at any meeting of the Members, the chair of the meeting shall not have a second or casting vote and the proposed resolution shall not pass. At any meeting of the Members, unless a poll is demanded, a declaration by the chair of the meeting that a resolution has been carried or carried unanimously or CAPIC By-Laws Amended by the Board of Directors August 23, 2017 Page 16 of 35

17 by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact Electronic Participating. Unless the By-Laws otherwise provide, any person entitled to attend the meeting of the Members may participate in the meeting, in accordance with the regulations to the Act, if any, by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting, if the Corporation makes available such a communication facility. A person participating in a meeting by such means is deemed for the purposes of the Act to be present at the meeting. The chair of the meeting shall ensure that each particular meeting is handled in a secure fashion. Members entitled to vote at the meeting and attending by telephone or electronic means shall be entitled to vote at meetings of Members by verbal or electronic ballots Proxies. Registered Members and Honorary Registered Members who are entitled to vote but are not in attendance at a Meeting of Members may vote by appointing in writing a proxyholder, and may also appoint one or more alternate proxyholders, all such proxyholders to be Registered Members or Honorary Registered Members who are Members in Good Standing and who are not appointed as proxyholder for more than five other Registered Members or Honorary Registered Members, to attend and act at the meeting in the manner and to the extent authorized by the proxy and with the authority conferred by it subject to the following requirements: a proxy is valid only at the meeting in respect of which it is given or at a continuation of that meeting after an adjournment; a Member may revoke a proxy by depositing a written instrument signed by the Member or by the Member s authorized agent: at the registered office of the Corporation no later than the last business day preceding the day of the meeting, or the day of the continuation of that meeting after an adjournment of that meeting, at which the proxy is to be used, or with the chair of the meeting on the day of the meeting or the day of the continuation of that meeting after an adjournment of that meeting; a proxyholder or an alternate proxyholder has the same rights as the Member by whom they were appointed, including the right to speak at a Meeting of Members in respect of any matter, to vote by way of ballot at the meeting, to demand a ballot at the meeting and, except where a proxyholder or an alternate proxyholder has conflicting instructions from more than one Member, to vote at the meeting by way of a show of hands; if a form of proxy is created by a person other than the Member, the form of proxy shall: CAPIC By-Laws Amended by the Board of Directors August 23, 2017 Page 17 of 35

18 indicate, in bold-face type, A. the meeting at which it is to be used, B. that the Member may appoint a proxyholder, other than a person designated in the form of proxy, to attend and act on their behalf at the meeting, and C. instructions on the manner in which the Member may appoint the proxyholder, (iv) (v) (vi) contain a designated blank space for the date of the signature, provide a means for the Member to designate some other person as proxyholder, if the form of proxy designates a person as proxyholder, provide a means for the Member to specify that the membership registered in their name is to be voted for or against each matter, or group of related matters, identified in the notice of meeting, other than the appointment of a public accountant and the election of directors, provide a means for the Member to specify that the membership registered in the Member s name is to be voted or withheld from voting in respect of the appointment of a public accountant or the election of directors, and state that the membership represented by the proxy is to be voted or withheld from voting, in accordance with the instructions of the Member, on any ballot that may be called for and that, if the Member specifies a choice under subparagraph (iv) or (v) with respect to any matter to be acted on, the membership is to be voted accordingly; (e) (f) (g) a form of proxy may include a statement that, when the proxy is signed, the Member confers authority with respect to matters for which a choice is not provided in accordance with subparagraph (iv) only if the form of proxy states, in bold-face type, how the proxyholder is to vote the membership in respect of each matter or group of related matters; if a form of proxy is sent in electronic form, the requirements that certain information be set out in bold-face type are satisfied if the information in question is set out in some other manner so as to draw the addressee s attention to the information; and a form of proxy that, if signed, has the effect of conferring a discretionary authority in respect of amendments to matters identified in the notice of meeting or other matters that may properly come before the meeting shall contain a specific statement to that effect. CAPIC By-Laws Amended by the Board of Directors August 23, 2017 Page 18 of 35

19 5.13 Meeting Procedures. Except as otherwise provided in these By-Laws, the procedures at any meeting of the Members shall be governed by the most recent edition of Robert s Rules of Order. PART 6 - DIRECTORS 6.1 Number. The Board shall consist of a minimum of three and a maximum of 17 directors, as set out in the Articles. There shall at all times be at least one director from each Chapter elected or appointed to the Board. 6.2 Duties. Subject to the Act, the Articles and any unanimous Member agreement, the Board shall manage or supervise the management of the activities and affairs of the Corporation. Without limiting the generality of the foregoing, the Board may make, amend and repeal such policies as it determines from time to time. 6.3 Director Conduct. Directors shall conduct themselves in accordance with the Act, the Articles, the By-Laws and any policies of the Corporation, as may be amended from time to time. 6.4 Director Qualifications. Members must meet the following qualifications to be eligible for election or appointment as a director of the Corporation: (e) (f) (g) (h) Not be an undischarged bankrupt; be a Registered Member or an Honorary Registered Member and a Member in Good Standing of the Corporation; not have previously been removed as a director by the Members or had his or her office as director automatically vacated pursuant to section 6.7 of these By-Laws; not have previously been removed as an officer of the Corporation by the Board; not be a director or officer of and shall not hold an executive or staff position with another immigration advocacy organization, an organization providing services equivalent or similar to the Corporation, or a regulatory body for Authorized Representatives; possess a minimum of two years of experience as a director of the Corporation, a director of OPIC, a director of AICC, a Member of a Chapter Committee, or other equivalent experience as determined by the Board from time to time; has not resigned during his or her term of office as director at any time within the previous two-year term; and; has not been reinstated within the last four years following a termination or suspension CAPIC By-Laws Amended by the Board of Directors August 23, 2017 Page 19 of 35

20 6.5 Nomination Procedure. Potential candidates for the position of director must be nominated for election to the Board as follows: At least eight weeks prior to the expiry of a director s term, the Secretary shall provide notice to the Members in Good Standing and entitled to vote at a meeting of members of a pending vacancy on the Board. Such notice shall include information about the qualifications for the position and the Corporation s nomination and voting procedures or policies currently in effect. Any five Registered Members and/or Honorary Registered Members who are Members in Good Standing may nominate any other Registered Member or Honorary Registered Member who is a Member in Good Standing for the position of director by mailing a nomination to the Secretary at least six weeks prior to the expiry of the current director s term. In order to be accepted as a candidate for the position of director and be added to the election ballot, a nominee must: provide written acceptance to the Secretary of the nomination set out in subsection above at least five weeks prior to the expiry of the current director s term; declare in writing that the candidate will observe the provisions of the Act, the Articles, the By-Laws, and any policies of the Corporation, including without limitation the Corporation s election procedures; and deliver to the Secretary a biography summarizing the candidate s skill set and experience, a summary of the candidate s vision and priorities for the Corporation, and the candidate s proposed contribution to the Corporation based on the Corporation s most recent strategic plan and financial information, for circulation at least five weeks prior to the expiry of the current director s term. (e) The chair of the Governance and Nomination Committee, or such other person as designated by the Board, must disqualify any nominee whose nomination or election contravenes the Act, the Articles or the By-Laws. The Governance and Nomination Committee, or such other person or committee as designated by the Board, may require a nominee to provide a police record check and may disqualify any nominee who possesses a prior criminal record. 6.6 Election and Term. Directors shall be elected as follows: Subject to the Articles, the Members entitled to vote at the meeting shall elect the directors at the annual meeting at which an election of directors is required, and the directors shall be elected to hold office for a term of two years, unless otherwise appointed in accordance with the Act, the Articles and the By-Laws. CAPIC By-Laws Amended by the Board of Directors August 23, 2017 Page 20 of 35

21 A director s term ends at the time of termination or adjournment of the meeting at which that director s successor is elected or appointed, unless terminated earlier pursuant to the terms of the Act or these By-Laws. A director may be eligible for re-election, provided that a director shall serve a maximum of two consecutive two-year terms (for a total of four consecutive years). After completing two consecutive two-year terms, a director shall not become eligible for re-election until at least two full years have elapsed since the completion of that director s term. A Director may exceed the maximum term set out in this subsection if approved by a Special Resolution of the Members, which resolution may set out the extended term to be served by the director. 6.7 Vacancies. The office of a director shall automatically be vacated if a director: (e) (f) (g) (h) ceases to be a Registered Member or Honorary Registered Member or ceases to be a Member in Good Standing; is not in good standing with the regulatory body for Authorized Representatives as applicable to that director; becomes bankrupt or suspends payment of debts generally or compounds with creditors or makes an authorized assignment or is declared insolvent; is mentally incapable, of unsound mind, or becomes incapable of managing his or her affairs; by noticing in writing to the Corporation resigns as a director, which resignation shall be effective at the time it is received by the Board or at the time specified in the notice, whichever is later; subject to section 130(2) of the Act (Exception to Removal of Directors), is removed from office before the expiration of the director s term by an Ordinary Resolution passed by the Registered Members and Honorary Registered Members who are Members in Good Standing present in person or represented by proxy or electronically pursuant to section 5.11 at a meeting of the Members called for such purpose; dies; is absent from three meetings of the Board in any fiscal year of the Corporation without reasonable excuse, as determined by the Board. For purposes of this subparagraph, reasonable excuse may include, without limitation: a failure of the Corporation to give appropriate notice to the director of the meeting; a serious illness of the director; a death or serious illness in the director s family; or a requirement to attend a legal proceeding where the director has, except in the case of an emergency, given advance written notice to the Secretary of his or her inability to attend the meeting. The director shall provide, upon request of the CAPIC By-Laws Amended by the Board of Directors August 23, 2017 Page 21 of 35

22 President, evidence to support the reason for any absences from meetings of the Board; (j) by resolution of the Board ratified by a majority of the Registered Members and Honorary Registered Members who are Members in Good Standing at a meeting called for that purpose, if a director repeatedly fails to diligently discharge his/her duties as a director and, and at any time fails to meet the qualifications set out at section 6.4 of these By- Laws. 6.8 Filling Board Vacancies. Any vacancy on the Board may be filled for the remainder of the unexpired term by a Registered Member or an Honorary Registered Member meeting the qualifications of a director set out in section 6.4 of these By-Laws and appointed by a majority resolution of the Board. If the Board is unable to establish a quorum for purposes of passing this resolution, then the remaining directors shall forthwith call a meeting of the Registered Members and the Honorary Registered Members for the purpose of appointing a director to fill the vacancy; provided if there are no directors then in office, the meeting of Registered Members and Honorary Registered Members may be called by any one Registered Member or Honorary Registered Member. Any vacancy which is not filled pursuant to subsection above shall be filled for the remainder of the unexpired term at the next annual meeting of the Members at which the directors for the upcoming year are elected or appointed. Any person elected or appointed as a director to fill a vacancy on the Board pursuant to this section 6.8 will serve the remaining period of the unexpired term in which the vacancy occurred, and such term shall not be counted as a term completed by that director for purposes of section 6.6 (Re-election) of these By- Laws. 6.9 Remuneration of Directors. Directors shall be entitled to receive remuneration for acting as a director, subject to the following: the amount of the remuneration that an individual director may receive must be approved or must have in the past been approved by a majority vote of the Board; if any director is to receive remuneration that is at least 5% higher than the director received in the previous year for holding the same director position, then the increase in remuneration must also be approved by a majority vote of the Registered Members and Honorary Registered Members present or represented by proxy at a meeting of the Members; and CAPIC By-Laws Amended by the Board of Directors August 23, 2017 Page 22 of 35

23 all directors shall be entitled to be reimbursed for reasonable expenses incurred in the performance of the director s duties, provided such expenses are preapproved by the Board Conflict of Interest. A director who is in any way directly or indirectly interested in a contract or material transaction, whether made or proposed, shall comply with the disclosure and other requirements of section 141 of the Act (Disclosure of Interest), and such director shall remove himself or herself from the discussion and vote on any resolution to approving such contract or material transaction. The remaining directors shall consider and approve or reject any contract or material transaction where a director has made disclosure under this subsection. In supplement of and not by way of limitation upon any rights conferred upon directors by section 141 of the Act (Disclosure of Interest) and specifically subject to the provisions contained in that section, no director shall be disqualified from office or required to vacate the office of director by reason of holding any office or place of profit under the Corporation or under any corporation in which the Corporation is a shareholder, or by reason of being otherwise in any way directly or indirectly interested in or contracting with the Corporation as a vendor, purchaser or otherwise being concerned in any contract or arrangement made or proposed to be entered into with the Corporation in which the director is in any way directly or indirectly interested. Subject to the Act, a contract or transaction for which disclosure is required pursuant to subsection 6.10 is not invalid, and the director is not accountable to the Corporation or its Members for any profit realized from the contract or transaction, because of the director s interest in the contract or transaction or because the director was present or was counted to determine whether a quorum existed at the meeting of the Board or the committee that considered the contract in question if: disclosure of the interest was made in accordance with this section 6.10; the other directors approved of the contract or transaction in accordance with this section 6.10; and the contract or transaction was reasonable and fair to the Corporation when it was approved, as determined by the directors entitled to vote on the contract or transaction. PART 7 - MEETINGS OF DIRECTORS 7.1 Place of Meeting. Meetings of the Board may be held at any place within or outside Canada. CAPIC By-Laws Amended by the Board of Directors August 23, 2017 Page 23 of 35