Special Resolution to Amend the Bylaws The Board of Directors has completed a review of the Bylaws of the Association and recommends to the Voting Membership that the following changes to the Bylaws be approved by Special Resolution at the Annual General Meeting on April 18, 2016. Moved by Special Resolution that the Bylaws of the Association be amended as follows: 3.1 Categories of Membership: There shall be three categories of membership in the Association: Program Membership, Voting Membership, and Honorary Membership, each with the privileges and responsibilities set forth in this Article. 3.1 Categories of Membership: There shall be three categories of membership in the Association: General Membership, Voting Membership, and Honorary Membership, each with the privileges and responsibilities set forth in this Article. 3.2 Program Membership: (a) Program Membership of the Association shall be composed of individuals who are in sympathy with the purposes and objectives of the Association and who participate in any activity or function of the Association. (b) For clarification, Program Membership alone does not include the right to vote at any Meeting of the Association. 3.2 General Membership: (a) Any person who is in sympathy with the purposes and objectives of the Association and who is authorized to make use of the facilities of the Association or is otherwise registered to participate in any program, service, activity, or function of the Association is thereby a General Member of the Association. A person is a General Member for so long as he or she remains in sympathy with the purpose and objectives of the Association and continues to enjoy privileges to use the facilities of the Association, or otherwise to participate in its programs, services, activities, or functions. Page 1 of 5
(b) For clarification, General Membership alone does not include the right to vote at any Meeting of the Association. 3.4 Honorary Membership. The Board may award honorary membership to any individual who has demonstrated leadership in the affairs of the community and has actively supported the Association through service or financial contributions or long term Program Membership, or promotion of its purposes and objectives. Honorary Members shall be entitled to attend and vote at Meetings of the Association. The Board may revoke honorary membership at any time. 3.4 Honorary Membership. The Board may award honorary membership to any individual who has demonstrated leadership in the affairs of the community and has actively supported the Association through service or financial contributions or long term Membership, or promotion of its purposes and objectives. Honorary Members shall be entitled to attend and vote at Meetings of the Association. The Board may revoke honorary membership at any time. Proposed addition of Article 3.5 3.5 Suspension or Revocation of Member Privileges: (a) Upon determining that it is in the best interests of the Association to do so, the Chief Executive Officer has the authority, on behalf of the Association, to suspend or revoke the privilege of any Member to make use of the facilities of the Association or to participate in any program, service, activity, or function of the Association. The Chief Executive Officer has the authority under this Bylaw to delegate some of, or all of his or her authority to such Officers or Managers of the Association as he or she may determine. (b) The authority of the Chief Executive Officer under this Bylaw includes the authority to suspend or revoke the privilege of any Member or any other person to enter onto any or all of the property of the Association, wherever located. Page 2 of 5
(c) The terms of any suspension or revocation of privileges under this Bylaw, and the terms and conditions of the restoration of such privileges, if any, shall be determined by the Chief Executive Officer in his or her sole and unfettered discretion. (d) No person shall continue to be a Member upon the revocation of privileges hereunder or during the term of any suspension of privileges hereunder. (e) For the avoidance of doubt, if the privileges of any person who is an Honorary or Voting Member are revoked or suspended hereunder, the privileges revoked or suspended shall include the right to attend and vote at any Meeting of the Association with effect upon such revocation or during the term of such suspension. 4.7 Appointment of Chair and Vice Chairs. The Chair and up to two Vice Chairs shall be appointed by the Board as required, normally at the first meeting of the Board following an Annual General Meeting. The term of office for the Chair and the Vice Chairs shall be two years or until successors are appointed. 4.7 Appointment of Chair and Vice Chairs. The Chair and up to two Vice Chairs shall at all times be Directors, and shall be appointed by the Board as required, normally at the first meeting of the Board following an Annual General Meeting. The term of office for the Chair and the Vice Chairs shall be two years or until successors are appointed upon resignation, removal, or retirement of a Chair or Vice Chair from that office or from the Board. 4.9 Conflicts of Interest. A Director who is a party to, or who is a Director or officer of, or has a material interest in, any person who is a party to a material contract or transaction or proposed material contract or transaction with the Association shall disclose to the Board the nature and extent of his or her conflict of interest as soon as such conflict comes to his or her attention. Such a Director shall not vote on any resolution, or participate in deliberations concerning the subject matter of the Director s conflict of interest. Page 3 of 5
4.9 Conflicts of Interest of a Director. A Director who is a party to, or who is a director or officer of, or has a material interest in, any person who is a party to a material contract or transaction or proposed material contract or transaction with the Association shall disclose to the Board the nature and extent of his or her conflict of interest as soon as such conflict comes to his or her attention. Such Director shall not vote on any resolution, or participate in deliberations or decisions concerning the subject matter of the Director s conflict of interest. 8.5 Advisory Committees and Task Forces of the Association. The Board or the Chief Executive Officer may, from time to time, constitute and dissolve Association committees or task forces ( Advisory Committees or Task Forces ) comprised of individuals (who need not be Directors or Program or Voting Members) who are in sympathy with the purposes and objectives of the Association, for the purpose of assisting or advising the Board, Chief Executive Officer, or the Association, with respect to any matter concerning the Association. 8.5 Advisory Committees and Task Forces of the Association. The Board or the Chief Executive Officer may, from time to time, constitute and dissolve Association committees or task forces ( Advisory Committees or Task Forces ) comprised of individuals (who need not be Directors or Members) who are in sympathy with the purposes and objectives of the Association, for the purpose of assisting or advising the Board, Chief Executive Officer, or the Association, with respect to any matter concerning the Association. Proposed addition of Article 9.4 9.4 Conflicts of Interest of a Chief Executive Officer. A Chief Executive Officer who is a party to, or who is a director or officer of, or has a material interest in, any person who is a party to a material contract or transaction or proposed material contract or transaction with the Association shall disclose to the Board the nature and extent of his or her conflict of interest as soon as such conflict comes to his or her attention. Chief Executive Officer shall not participate in deliberations or decisions Page 4 of 5
concerning the subject matter of the Chief Executive Officer s conflict of interest. Such Chief Executive Officer s report shall include a written description of the conflict and the steps taken to ensure that the best interests of the Association are protected in the circumstances. Proposed addition of Article 9.5 9.5 Conflicts of Interest of Other Officers. An Officer other than the Chair, a Vice Chair, or Chief Executive Officer, who is a party to, or who is a director or officer of, or has a material interest in, any person who is a party to a material contract or transaction or proposed material contract or transaction with the Association shall disclose to the Chief Executive Of ficer the nature and extent of his or her conflict of interest as soon as such conflict comes to his or her attention. Such Officer shall not participate in deliberations or decisions concerning the subject matter of the Officer s conflict of interest. The Chief Executive Officer shall promptly report any such Officer s conflict of Interest to the Chair together with a written description of the conflict and the steps taken to ensure that the best interests of the Association are protected in the circumstances. 10.7 Voting Procedure. Unless otherwise provided in the Bylaws, each question and resolution before a Meeting of the Association shall be decided by a show of hands or by any other means which clearly indicates the affirmative vote, negative vote, or abstention from voting by each individual voting. 10.7 Voting Procedure. Unless otherwise provided in the Bylaws, each question and resolution before a Meeting of the Association shall be decided by a show of hands or, in the discretion of the Chair, by any other means which clearly indicates the affirmative vote, negative vote, or abstention from voting by each individual voting. Page 5 of 5