ONTARIO CHIROPRACTIC ASSOCIATION GENERAL BY-LAWS

ONTARIO CHIROPRACTIC ASSOCIATION GENERAL BY-LAWS As approved OCA 2013 Annual General and Special Meeting October 5, 2013

General Bylaws Page 2 ONTARIO CHIROPRACTIC ASSOCIATION GENERAL BYLAWS October 5, 2013 1. OBJECTS To serve the chiropractic profession and the people of Ontario in pursuit of good health and excellence in health care. 2. HEAD OFFICE The Head Office of the Association shall be in the Province of Ontario and at such a place as determined from time to time by the Board of Directors. 3. MEMBERSHIP A. VOTING MEMBERSHIP CATEGORIES All chiropractors who are registered with the College of Chiropractors of Ontario, reside in Ontario, and are of good moral character shall be eligible for voting membership. Voting members must be members in good standing of the Canadian Chiropractic Association. Voting membership categories shall be set out by, and may be modified from time to time, by the Board of Directors. B. NON-VOTING MEMBERSHIP CATEGORIES Non-Voting membership categories may be established by the Board of Directors for those who do not qualify for a voting membership. These members have neither voice nor vote. C. MEMBERS IN GOOD STANDING Members in good standing shall be those members who have paid all required dues, fees and assessments to the Association. D. APPLICATION FOR MEMBERSHIP Applications for membership shall be submitted on the prescribed form to the Association. Upon approval, the individual applicant becomes a member. Should a membership application be denied the applicant shall have the right of appeal to the Board of Directors.

General Bylaws Page 3 E. CODE OF ETHICS All members of the Association shall comply with the Code of Ethics, which shall set the conduct expected of members. The Code of Ethics shall be established and may be amended from time to time by the Board of Directors. F. RESIGNATIONS A member may resign by providing written notice to the Association. The resignation shall become effective upon receipt by the Association of the notice. A member remains liable for payment of any fees, dues and/or assessments which became payable before receipt by the Association of the notice of resignation. G. REPRIMAND, SUSPENSION, AND EXPULSION Any member whose conduct has been determined by the Board of Directors to be improper, unbecoming or likely to endanger the interests or reputation of the Association or profession, or who has committed a breach of the General Bylaws or the Code of Ethics of the Association, may: i) be reprimanded, ii) have their membership suspended for an indeterminate or determinate term with conditions for re-instatement, or iii) be expelled from the Association. The member shall be notified of the charge or complaint and be given an opportunity to be heard by the Board of Directors prior to action being taken. H. RIGHT OF APPEAL Any member who has been reprimanded, suspended or expelled shall have the right of appeal: i) The member shall file written notice with the Secretary-Treasurer of the Association who shall fix and notify the appellant of a date for the appeal hearing. The member must file with the Secretary-Treasurer not less than 30 days before the hearing a summary outlining the grounds upon which he/she relies. ii) The appeal shall be heard and considered by a special committee consisting of not less than three (3) of the General Membership of the Association (not being Directors) appointed by the President, who shall name one to be the Chair. iii) This Special Committee shall have authority to: (1) accept, reject or vary the reprimand, suspension or expulsion, and (2) in the case of new evidence, refer the matter back to the Board of Directors with or without recommendations.

General Bylaws Page 4 I. REINSTATEMENT On the written request of an expelled member filed with the Board of Directors, the Board may by affirmative vote of two thirds (2/3) of the Board, reinstate such member on such terms as the Board may deem appropriate. J. TRANSFER OF MEMBERSHIP Membership is held individually and may not be transferred. 4. MEETINGS OF THE ASSOCIATION A. Voting members are entitled to receive notices of, and to attend, participate and vote at all meetings of the Membership. Others may be invited by the Board of Directors to attend for special purposes. B. Only members in good standing will be allowed as of right to be present at meetings of the Membership. C. ANNUAL GENERAL MEETING The Annual General meeting of the Association shall be held each year at such a time and place as decided by the Board of Directors for the purpose of conducting the affairs of the Association. D. SPECIAL MEETINGS Special meetings of the Association may be called on the request in writing of at least seven (7) of the Board of Directors or one hundred (100) voting members in good standing, which request should be sent to the Secretary-Treasurer. E. The Secretary-Treasurer shall give notice of Annual General and Special meetings by print or electronic mail at least thirty (30) days prior to the date of such meetings. F. If the Board of Directors deems it necessary or expedient, any matter may be submitted to the members to be voted upon by mail under such conditions as the Board of Directors may prescribe. G. Twenty five (25) members in good standing shall constitute a quorum at meetings of members of the Association. H. Matters related to the conduct of meetings of the members of the Association shall be governed by Roberts Rule of Order, or other such parliamentary procedures as deemed appropriate. 5. VOTING MATTERS Each member in good standing shall have one vote at Annual General or Special meetings.

General Bylaws Page 5 Voting may be conducted by mailed-in ballot or by telephonic, electronic or other communication as determined by the board provided that: a) The votes may be verified as having been made by members entitled to vote; and b) The corporation is not able to identify how each member voted. The Chair may cast a vote in addition to any otherwise entitled at meetings of the Association in order to break a tied vote. A. PROXIES Any member permitted to vote at any Annual General or Special meeting may appoint a voting member as his/her nominee to attend and act for him on his/her behalf by means of a proxy. A proxy shall: i) Be executed by the member ii) Be dated as of the date of execution iii) Identify the meeting at which the proxy is to be exercised iv) Cease to be valid once exercised v) Contain the name and appointment of the nominee vi) Contain restrictions, limitations or instructions, if any vii) Contain an address for both the member and nominee viii) Bear the original signature of the member and not be a facsimile copy Any proxy may be revoked by an instrument in writing executed by the member and deposited with the Association prior to the commencement of the meeting. A proxy may contain a revocation of any former proxy. Proxies to be used at any meeting of the members must be deposited with the Association office forty-eight (48) hours preceding the meeting, excluding Saturdays, Sundays and holidays. 6. BOARD OF DIRECTORS A. COMPOSITION The Association shall be governed by a Board of twelve (12) Directors. The number of Directors may be thirteen (13) when the Past President is a Director by virtue of Section 7.

General Bylaws Page 6 a) Directors shall be elected by voting members of the Association by secret ballot prior to each Annual General Meeting. Elections may be held by mail, electronically, or by other means approved by the Board of Directors. b) Election results shall be confirmed by the members present at the Annual General Meeting. Four (4) of such members shall be elected prior to each Annual General Meeting to serve for a term of three (3) years or until their successors are elected. Each Director, at the time of his/her election and throughout his/her term of office, shall be a voting member in good standing of the Association for at least 3 consecutive years. If a vacancy occurs in the Board of Directors by reason of death, resignation or for any other reason causing a Director to be unable to act, the position may be filled by appointment by the Board of Directors until the next following Annual General Meeting. Any Director may be removed from office and another elected in his/her place by the members at a special general meeting called for that purpose. B. MEETINGS OF THE BOARD OF DIRECTORS The Board of Directors shall meet at least once every three (3) months at the call of the President. The President may call special meetings of the Board of Directors at any time, when in his/her judgment, such meetings will be for the best interests of the Association. The President shall call special meetings of the Board of Directors upon the written request of at least six (6) Directors. A quorum shall be at least seven (7) Directors. Meetings of the Board of Directors may be held by telephone conference call or by other communications technology, by means of which all persons participating in the meeting can hear each other. C. DUTIES OF THE BOARD OF DIRECTORS The Board of Directors: i) Shall have authority to exercise all powers between Annual and Special meetings, except to change the General Bylaws.

General Bylaws Page 7 ii) Shall provide leadership and establish strategic direction and priorities for the Association. iii) Act as responsible stewards of OCA resources. iv) Oversee Association functions. D. INDEMNIFICATION Every Director and his/her heirs, executors and administrators, and estates and effects, respectively, shall from time to time and all times, be indemnified and saved harmless out of the funds of the Corporation, from and against; i) all charges that he/she sustains in any proceeding brought against him/her for any actions taken in the execution of the duties of his/her office ii) all other charges that he/she sustains in relation to the affairs of the Association iii) except those occasioned by his/her own willful neglect or default or fraud. E. VOTING RIGHTS & PROCEDURES Only directors in attendance at meetings of the Board of Directors may vote. Proxies are not accepted at meetings of the Board of Directors. In the case of an equality of votes, the Chair shall cast the deciding vote. F. CONFLICT OF INTEREST & CONFIDENTIALITY Every director shall abide by the conflict of interest, confidentiality and other policies approved and amended by the Board of Directors from time to time. 7. EXECUTIVE OFFICERS There shall be a President, Vice-President and Secretary-Treasurer, who shall be elected in that order by show of hands, by and from the Board of Directors at its first meeting held immediately after the Annual General Meeting, and an Immediate Past-President. The elected officers (President, Vice-President and Secretary-Treasurer) shall serve for a term of one (1) year or until their successors are elected, but shall be eligible for re-election in any year. The retiring President shall be appointed the Immediate Past President and shall, if not then an elected Director, be appointed as an additional member of the Board with voice and vote.

General Bylaws Page 8 A. DUTIES OF OFFICERS i) PRESIDENT The President shall (1) Preside as Chair at meetings of the members of the Association and the Executive Committee. (2) Act as the official spokesperson and/or representative of the OCA when appropriate. (3) Serve as an ex-officio member of all OCA Board committees. ii) IMMEDIATE PAST PRESIDENT The Immediate Past President shall: (1) Preside as Chair of the Board at meetings of the Board of Directors. (2) Chair the Nominating and Leadership Development Committee (3) Perform all specific duties assigned by the President or the Board. iii) VICE-PRESIDENT The Vice-President shall: (1) Fulfill the duties of the President during the temporary absence or inability of the President to perform the duties of the office. (2) Be responsible for strategic planning initiatives. (3) Perform all specific duties assigned by the President or the Board. iv) SECRETARY-TREASURER The Secretary-Treasurer shall: (1) Chair the Finance and Audit Committee (2) Be responsible for circulating notices, agenda, and minutes of meetings of members, the Board and the Executive Committee. (3) Ensure the preparation and maintenance of minutes of meetings. (4) Present a financial report to the Board and Executive Committee when required, and a full audited statement to each Annual General Meeting. 8. EXECUTIVE COMMITTEE The Executive Committee shall consist of the Executive Officers of the Association, referred to in Section 7. Meetings of the Executive Committee shall be at the call of the President or the request of at least three (3) members of the Executive Committee and may be held via telephone conference call, or other means.

General Bylaws Page 9 The Executive Committee shall have authority to exercise all powers held by the Board of Directors between meetings of the Board. A quorum shall be at least three (3) members. 9. BOARD COMMITTEES The Board of Directors may establish committees or task forces from time to time such as the Nominating and Leadership Development Committee, the Strategic Planning Committee, and the Finance and Audit Committee to assist it in carrying out the work of Board. The President shall appoint a member of the Board of Directors to chair each Board Committee. Board committees shall act on the direction of the Board of Directors and report to the Board of Directors. 10. CHIEF STAFF OFFICER The Board of Directors may retain the services of a chief staff officer (e.g. Executive Director or CEO) who may or may not be a member of the Association. The Chief Staff Officer shall have neither voice nor vote at Board meetings and is not a member of the Board of Directors. The Chief Staff Officer shall: i) Implement plans to achieve Board approved goals and directives. ii) Direct and oversee staff and operations. iii) Be the Chief Financial Officer. 11. REGIONAL SOCIETIES The Board of Directors may establish from time to time in designated regions of the province, local chiropractic societies, which all members of the Association shall be eligible to join. 12. USE OF OFFICIAL POSITION No member of the Association shall refer to his/her official position in the Association to the disadvantage of any other member. On proof satisfactory to the Board of Directors of a breach of Section 12 hereof being submitted to the Board of Directors, the Board of Directors shall declare the member offending to be suspended from his/her office in the Association for such period or on such terms as the Board of Directors may determine. 13. FINANCIAL MATTERS A. FISCAL YEAR The fiscal year of the Association shall be from August 1 to July 31.

General Bylaws Page 10 B. AUDITOR There shall be an auditor appointed annually by the Association at the Annual General Meeting or, in default of such appointment, by the Board of Directors, to audit the accounts of the Association. The auditor shall not be a member of the Association and shall be a duly qualified accounting practitioner authorized to perform audits. 14. MEMBERSHIP FEES AND ASSESSMENTS Membership fees for the ensuing and/or current year or any part thereof shall be set by the Board of Directors. If the Board of Directors proposes to increase membership fees by more than 10% per annum from those then in effect, the increase shall require prior approval by a vote of the membership. Notice of the proposed increase shall be provided to the voting membership at least thirty (30) days before such vote is to take place. The Board of Directors shall have the power to levy a special assessment from time to time against the members of the Association, either to meet any deficit in the ordinary budget of the Association, or for any special purpose within the objects of the Association. 15. FINANCIAL POLICY The Board of Directors shall approve, periodically review, and amend from time to time a Financial Policy which sets out: i) How monies belonging to the Association shall be managed and deposited, and ii) Who shall have authority to conduct banking business on behalf of the association and any limitations on that authority. The Board of Directors shall not, collectively or individually, be responsible for any loss or damage which may be occasioned by reason of investments made by them in good faith, in accordance with the established Financial Policy, and without willful neglect or default. 16. BORROWING POWERS The Board of Directors may in the ordinary course of business pass motions from time-to-time to borrow money and/or for mortgaging or pledging any of the real or personal property of the Association to secure monies borrowed. 17. DEFENCE OF THE CHIROPRACTIC PROFESSION The Board of Directors shall have the right to expend the monies of the Association in defense of any member of the Association who may be attacked, if such attack is,

General Bylaws Page 11 in the opinion of the Board of Directors, directed against the chiropractic profession. In the event that any member attacked belongs to another association which provides for defending members, the Association shall bear only its proportionate share of the expenses incurred. 18. SIGNING AUTHORITY Contracts, cheques, documents and other instruments made in the name of the Association shall be signed by the Chief Staff Officer of the Association except when specific signing authority is granted to a designated officer, Director or staff member by the Chief Staff Officer. 19. SEAL The seal of the Association shall be in form as shall be prescribed by the Board of Directors and shall have the words Ontario Chiropractic Association inscribed thereon. The custody of the seal shall be entrusted to the Secretary-Treasurer or another officer whom the Board of Directors may designate. 20. PROCEDURE Roberts Rules of Order shall govern all questions of order at meetings of the members, Board and committees where the same does not conflict with the General Bylaws. 21. NOTICE Save and except notices required for proxy materials, in all matters in which the General Bylaws require notice to be given to members, such notice shall be deemed to have been duly given when placed in a properly stamped envelope or written or printed on a postal card and mailed at the post office addressed to the last address provided to the Association by the respective member or sent by electronic mail to the last electronic mail address provided to the Association by the respective member. 22. AMENDMENT TO THE GENERAL BYLAWS The General Bylaws shall be altered or amended upon the affirmative vote of, two thirds (2/3) of the voting members in good standing present or represented by proxy at an Annual General Meeting or, a majority of the voting members present or represented by proxy at a Special meeting called for that particular purpose. Amendments shall be proposed and copies distributed to each member at least thirty (30) days before such Special or Annual General Meeting. In construing the General Bylaws of the Association all necessary changes of gender and number shall be made as each case requires and the provisions therein shall apply mutatis mutandis.