By-Laws

A by-law relating generally to the conduct
of the affairs of
Canadian Machine Tool Distributors' Association
(the "Corporation")
BE IT ENACTED as a by-law of the Corporation as follows:

  1. Definition

In this by-law and all other by-laws of the Corporation, unless the context otherwise 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;
"articles" means the original or restated articles of incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement or revival of the Corporation;
"board" means the board of directors of the Corporation and "director" means a member of the board;
"by-law" means this by-law and any other by-law of the Corporation as amended and which are, from time to time, in force and effect;
"meeting of members" includes an annual meeting of members or a special meeting of members; "special meeting of members" includes a meeting of any class or classes of members and a special meeting of all members entitled to vote at an annual meeting of members;
"ordinary resolution" means a resolution passed by a majority of not less than 50% plus 1 of the votes case on that resolution;
"proposal" means a proposal submitted by a member of the Corporation that meets the requirements of section 163 (Shareholder Proposals) of the Act;
"Regulations" means the regulations made under the Act, as amended, restated or in effect from time to time; and
"special resolution" means a resolution passed by a majority of not less than two-thirds (2/3) of the votes cast on that resolution.

"Corporate Head Office" means the premises care of Mr. Peter Turton, 118 Landry Lane, RR1, Thornbury, Ontario, N0H 2P0

  1. 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 above, words and expressions defined in the Act have the same meanings when used in these by-laws.

  1. 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 secretary of the Corporation shall be the custodian of the corporate seal.

  1. Execution of Documents

Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring execution by the Corporation may be signed by any two (2) of its officers or directors. In addition, the board may from time to time direct the manner in which and the person or persons by whom a particular document or type of document shall be executed. Any person authorized to sign any document may affix the corporate seal (if any) to the document. Any signing officer may certify a copy of any instrument, resolution, by-law or other document of the Corporation to be a true copy thereof.

  1. Financial Year

Until otherwise ordered by the board, the financial year of the Corporation shall end on the last day of August in each year.

  1. Banking Arrangements

The banking business of the Corporation shall be transacted at such bank, trust company or other firm or corporation carrying on a banking business in Canada or elsewhere as the board of directors may designate, appoint or authorize from time to time by resolution. The banking business or any part of it shall be transacted by an officer or officers of the Corporation and/or other persons as the board of directors may by resolution from time to time designate, direct or authorize.

  1. Borrowing Powers

If authorized by a by-law which is duly adopted by the directors and confirmed by ordinary resolution of the members, the directors of the corporation may from time to time:

    1. borrow money on the credit of the corporation;
    2. issue, reissue, sell, pledge or hypothecate debt obligations of the corporation; and
    3. mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the corporation, owned or subsequently acquired, to secure any debt obligation of the corporation.

Any such by-law may provide for the delegation of such powers by the directors to such officers or directors of the corporation to such extent and in such manner as may be set out in the by-law.
Nothing herein limits or restricts the borrowing of money by the corporation on bills of exchange or promissory notes made, drawn, accepted or endorsed by or on behalf of the corporation.

  1. Annual Financial Statements

The Corporation shall send to the members a copy of the annual financial statements and other documents referred to in subsection 172(1) (Annual Financial Statements) of the Act or a copy of a publication of the Corporation reproducing the information contained in the documents. Instead of sending the documents, the Corporation may send a summary to each member along with a notice informing the member of the procedure for obtaining a copy of the documents themselves free of charge. The Corporation is not required to send the documents or a summary to a member who, in writing, declines to receive such documents.

  1. Membership Conditions

There shall be three classes of members, namely:

a. HONORARY MEMBERS
b. REGULAR MEMBERS
c. ASSOCIATE MEMBERS

An Honorary Member is one elected by unanimous vote of the Board or by two-thirds vote of the members present at an annual meeting.
Any member may, in recognition of length of membership and of contribution to the character, interest and welfare of the Corporation, or of the public, be elected an Honorary Member. Members so elected to Honorary Membership shall relinquish any other class of Membership held.
An Honorary Member shall be exempt from payment of entrance fees, if not already paid, and further annual dues. In all other respects an Honorary Member shall be entitled to the privileges of Regular Membership and be subject to the rules of the Corporation, but shall not be eligible to vote or hold office in the Corporation.

A regular member may be elected by an affirmative vote of not less than two-thirds majority of the current directors of the Corporation.
A regular member is one which:
• maintains an office or other recognized place of business;
• represents at least one recognized manufacturer on an exclusive basis in a designated territory;
• carries its own accounts;
• is established and actively engaged in the distribution of machine tools in Canada for at least one year at the time application for membership is made;
• does at least 51% of its business in new machinery;
• provides monthly orders booked data in the format set out by the Corporation.
A regular member has the right to vote
An associate member may be elected by an affirmative vote of not less than two-thirds majority of the current directors of the Corporation.
An associate member is one which:
• maintains an office or other recognized place of business anywhere in the world;
• provides machine tools or equipment/services ancillary or complimentary tools; and
• carries its own accounts directly or through distribution.
Associate members shall not be entitled to vote.
Pursuant to subsection 197(1) of the Act, a special resolution of the members is required to make any amendments to this section of the by-laws if those amendments affect membership rights and/or conditions described in paragraphs 197(1)(e), (h), (l) or (m).

  1. Membership Transferability

A membership may only be transferred to the Corporation. Pursuant to Section 197(1) of the Act, a special resolution of the members is required to make any amendment to add, change or delete this section of the by-laws.

  1. Notice of Members Meeting

Notice of the time and place of a meeting of members shall be given to each member entitled to vote at the meeting by telephonic, electronic or other communication facility to each member entitled to vote at the meeting, during a period of 21 to 35 days before the day on which the meeting is to be held. If a member requests that the notice be given by non-electronic means, the notice will be sent by mail, courier or personal delivery.
Pursuant to subsection 197(1)  of the Act, a special resolution of the members is required to make any amendment to the by-laws of the Corporation to change the manner of giving notice to members entitled to vote at a meeting of members.

  1. Members Calling a Members' Meeting

The board of directors shall call a special meeting of members in accordance with Section 167 of the Act, on written requisition of members carrying not less than 5% of the voting rights. If the directors do not call a meeting within twenty-one (21) days of receiving the requisition, any member who signed the requisition may call the meeting.

  1. Absentee Voting at Members' Meetings

Pursuant to Section 171(1) of the Act, a member entitled to vote at a meeting of members may vote by proxy by appointing in writing a proxy holder, and one or more alternate proxy holders, who are not required to be 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:

    1. 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;
    2. a member may revoke a proxy by depositing an instrument or act in writing executed or, in Quebec, signed by the member or by their agent or mandatary
      1. 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
      2. with the chairperson of the meeting on the day of the meeting or the day of the continuation of that meeting after an adjournment of that meeting;
    3. a proxy holder or an alternate proxy holder 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 proxy holder or an alternate proxy holder has conflicting instructions from more than one member, to vote at the meeting by way of a show of hands;
    4. if a form of proxy is created by a person other than the member, the form of proxy shall
      1. indicate, in bold-face type,
        1. the meeting at which it is to be used,
        2. that the member may appoint a proxy holder, other than a person designated in the form of proxy, to attend and act on their behalf at the meeting, and
        3. instructions on the manner in which the member may appoint the proxy holder,
      2. contain a designated blank space for the date of the signature,
      3. provide a means for the member to designate some other person as proxy holder, if the form of proxy designates a person as proxy holder,
      4. 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,
      5. provide a means for the member to specify that the membership registered in their name is to be voted or withheld from voting in respect of the appointment of a public accountant or the election of directors, and
      6. 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;
    5. 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 (d)(iv) only if the form of proxy states, in bold-face type, how the proxy holder is to vote the membership in respect of each matter or group of related matters;
    6. 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
    7. 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 must contain a specific statement to that effect.

Pursuant to Section 197(1) of the Act, a special resolution of the members is required to make any amendment to the articles or by-laws of the Corporation to change this method of voting by members not in attendance at a meeting of members.

  1. Membership Dues

The entrance fees, annual dues and other fees to be paid by the members shall be set by the board and may be subject to change from time to time as directed by the board

  1. Termination of Membership

A membership in the Corporation is terminated when:

    1. the member dies, or, in the case of a member that is a corporation, the corporation is dissolved;
    2. a member fails to maintain any qualifications for membership described in the section on membership conditions of these by-laws;
    3. the member resigns by delivering a written resignation to the chair of the board of the Corporation in which case such resignation shall be effective on the date specified in the resignation;
    4. the member is expelled in accordance with any discipline of members section or is otherwise terminated in accordance with the articles or by-laws;
    5. the member's term of membership expires; or
    6. the Corporation is liquidated or dissolved under the Act.
  1.  
  2. Effect of Termination of Membership

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.

  1. Discipline of Members

The board shall have authority to suspend or expel any member from the Corporation for any one or more of the following grounds:

    1. violating any provision of the articles, by-laws, or written policies of the Corporation;
    2. carrying out any conduct which may be detrimental to the Corporation as determined by the board in its sole discretion;
    3. for any other reason that the board in its sole and absolute discretion considers to be reasonable, having regard to the purpose of the Corporation.

In the event that the board determines that a member should be expelled or suspended from membership in the Corporation, the president, or such other officer as may be designated by the board, shall provide twenty (20) days notice of suspension or expulsion to the member and shall provide reasons for the proposed suspension or expulsion. The member may make written submissions to the president, or such other officer as may be designated by the board, in response to the notice received within such twenty (20) day period. In the event that no written submissions are received by the president, the president, or such other officer as may be designated by the board, may proceed to notify the member that the member is suspended or expelled from membership in the Corporation. If written submissions are received in accordance with this section, the board will consider such submissions in arriving at a final decision and shall notify the member concerning such final decision within a further twenty (20) days from the date of receipt of the submissions. The board's decision shall be final and binding on the member, without any further right of appeal.

  1. Proposals Nominating Directors at Annual Members' Meetings

 The management of the affairs of the Corporation shall be supervised by its board of directors. Until changed in accordance with the Act, the number of directors shall be 7 or as such other number as set out in the articles. At the annual meeting, the members shall elect 7 members or representatives of members who together with the past president, an ex officio member of the board for a period of two years, shall constitute the board. At any meeting 4 directors shall constitute a quorum for the transaction of business. Notwithstanding vacancies the remaining directors may act if constituting a quorum.
No person shall be qualified as a director unless such person shall:
at the time of election, and throughout the term of office, be a member, or director, officer, partner, employee of a member of the Corporation; be at least eighteen (18) years old; be a natural person; and have capacity to contract under law.
The Nominating Committee, consisting of the three immediate past presidents, shall propose a slate of members for election as directors at the annual meeting. These and any other nominations shall be sent to the Secretary at least 6 days before the date of the annual meeting.
The whole board shall be elected at every second annual meeting of members to hold office for two years until the second following annual meeting, but if a new board is not elected thereat, the directors then in office shall continue in office until their successors are duly elected. The election may be by a show of hands or by resolution of the members unless a ballot be demanded by any members.
The members may, by resolution passed by at least two-thirds of the votes cast thereon at a meeting of members called for the purpose, remove any director before the expiration of the director's term of office and may, by majority vote at that meeting, elect any person for the remainder of the director's term.
The office of a director shall be vacated upon the occurrence of any of the following events: (a) if the director dies, or becomes bankrupt, or is found by a court to be of unsound mind or is disqualified under the Act from acting as a director; (b) if the director ceases to be qualified as provided above; (c) if the director shall be removed from office by resolution of the members; or (d) if, by notice in writing to the Corporation, the director resigns and such resignation, if not effective immediately, becomes effective in accordance with its terms.
If a vacancy occurs on the board, the remaining directors if constituting a quorum may appoint a qualified individual to fill the vacancy for the remainder of the term.

  1. Cost of Publishing Proposals for Annual Members' Meetings

The member who submitted the proposal shall pay the cost of including the proposal and any statement in the notice of meeting at which the proposal is to be presented unless otherwise provided by ordinary resolution of the members present at the meeting.

  1. Place of Members' Meeting

Subject to the act, the annual meeting of the members shall be held in each year at such time and on such day as the board may from time to time determine, for the purpose of receiving the reports and statements required by the Act to be placed before the annual meeting, electing the directors, and for the transaction of such other business as may properly be brought before the meeting
The board or the president shall have power to call a special meeting of members at any time. The board shall call a special meeting of members on the written request of at least 5% of regular members in good standing specifying the specific items for consideration at such meeting. A special meeting shall be held not less than fourteen (14) and not more than twenty-one (21) days from the receipt of such a request.
Meetings of members shall be held at Corporate Head Office or, if the board shall so determine, elsewhere including but not limited to, in any one of the City of Toronto, the Town of Woodbridge, the Town of Markham, or the City of Mississauga.

  1. Persons Entitled to be Present at Members' Meetings

The only persons entitled to attend a meeting of members shall be members (whether or not they are entitled to vote thereat) or their proxy holders. Any other person may be admitted only on the invitation of the chair of the meeting or with the consent of the meeting.

  1. Chair of Members' Meetings

The president or, in the absence of the president, the president-elect, or in the absence of both of them the secretary shall act as chair of any meeting of directors. If no such officer be present, the directors present shall choose one of their number to act as chair.

  1. Quorum at Members' Meetings

Subject to the act, at any meeting of members two individuals present in person who are members or two proxy holders of members present in person shall constitute a quorum for the appointment of a chair and adjournment of the meeting. For all other purposes, two or more members, present in person, or two or more proxy holders of members present in person, who constitute, or represent by proxy, not less than thirty percent (30%) of regular members shall constitute a quorum.

  1. Votes to Govern at Members' Meetings

At any meeting of members every question shall, unless otherwise required by the Act or by-laws of the Corporation or by law, be determined by majority of the votes duly cast on the question.
Any question at a meeting of members shall be decided by a show of hands unless, after a show of hands, a poll thereon is required or demanded as hereinafter provided. Whenever a vote by show of hands shall have been taken upon a question, unless a poll thereon is so required or demanded, a declaration by the chair of the meeting that the vote upon the question has been carried or carried by a particular majority or not carried and an entry to that effect in the minutes of the meeting shall be prima facie evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against any resolution or other proceeding in respect of the said question, and the result of the vote so taken shall be the decision of the members upon the said question.
After a show of hands has been taken on any question, the chair may require or any person entitled to vote on the question may demand a poll thereon. A poll so required or demanded shall be taken in such manner as the chair shall direct. A demand for a poll may be withdrawn at any time prior to the taking of the poll.
In case of an equality of votes at any meeting of members, either upon a show of hands or upon a poll, the chair of the meeting shall be entitled to an additional or casting vote.

  1. Participation by Electronic Means at Members' Meetings

If the Corporation chooses to make available a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during a meeting of members, any person entitled to attend such meeting may participate in the meeting by means of such telephonic, electronic or other communication facility in the manner provided by the Act. A person participating in a meeting by such means is deemed to be present at the meeting. Notwithstanding any other provision of this by-law, any person participating in a meeting of members pursuant to this section who is entitled to vote at that meeting may vote, in accordance with the Act, by means of any telephonic, electronic or other communication facility that the Corporation has made available for that purpose.

  1. Members' Meeting Held Entirely by Electronic Means

If the directors or members of the Corporation call a meeting of members pursuant to the Act, those directors or members, as the case may be, may determine that the meeting shall be held, in accordance with the Act and the Regulations, entirely by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting.

  1. Number of Directors

The management of the affairs of the Corporation shall be supervised by its board of directors. Until changed in accordance with the Act, the number of directors shall be 7 or as specified in the articles.

  1. Term of Office of Directors

The whole board shall be elected at every second annual meeting of members to hold office for two years until the second following annual meeting, but if a new board is not elected thereat, the directors then in office shall continue in office until their successors are duly elected. The election may be by a show of hands or by resolution of the members unless a ballot be demanded by any members.

  1. Calling of Meetings of Board of Directors

Meetings of the board may be called by the chair of the board, the vice-chair of the board or any two (2) directors at any time.

  1. Notice of Meeting of Board of Directors

Notice of the time and place for the holding of a meeting of the board shall be given in the manner provided in the section on giving notice of meeting of directors of this by-law to every director of the Corporation not less than 14 days before the time when the meeting is to be held. Notice of a meeting shall not be necessary if all of the directors are present, and none objects to the holding of the meeting, or if those absent have waived notice of or have otherwise signified their consent to the holding of such meeting. Notice of an adjourned meeting is not required if the time and place of the adjourned meeting is announced at the original meeting. Unless the by-law otherwise provides, no notice of meeting need specify the purpose or the business to be transacted at the meeting except that a notice of meeting of directors shall specify any matter referred to in subsection 138(2)  of the Act that is to be dealt with at the meeting.

  1. Regular Meetings of the Board of Directors

The board may appoint a day or days in any month or months for regular meetings of the board at a place and hour to be named. A copy of any resolution of the board fixing the place and time of such regular meetings of the board shall be sent to each director forthwith after being passed, but no other notice shall be required for any such regular meeting except if subsection 136(3) of the Act requires the purpose thereof or the business to be transacted to be specified in the notice.

  1. Votes to Govern at Meetings of the Board of Directors

At all meetings of the board, every question shall be decided by a majority of the votes cast on the question. In case of an equality of votes, the chair of the meeting in addition to an original vote shall have a second or casting vote.

  1. Committees of the Board of Directors

The board may from time to time appoint any committee or other advisory body, as it deems necessary or appropriate for such purposes and, subject to the Act, with such powers as the board shall see fit. Any such committee may formulate its own rules of procedure, subject to such regulations or directions as the board may from time to time make. Any committee member may be removed by resolution of the board of directors.

  1. Appointment of Officers

 The board shall appoint an executive director, who shall be responsible for the management of the Corporation, subject to the direction of the board. The board may prescribe the duties of the executive director and may remove the executive director from office. The board shall appoint a secretary who may also be the Executive Director. That person shall act as secretary of the Corporation. The executive director shall attend at and keep minutes of all general meetings of the directors.

  1. Description of Offices

The directors shall elect only from among the members of the board a president, and a president-elect at the first meeting of the board of directors following an annual meeting of members and such other officers as the board may determine.
The president shall perform such duties as are required by law, by the By-Laws and rules and regulations of the Corporation or by the board. He shall see that the orders and resolutions of the board are carried into effect.
The president-elect shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and such other duties as shall from time to time be imposed upon by the board of directors. The president-elect shall ensure proper books of account of the Corporation are kept as required by the Act, prepare financial statements for the members and directors and generally supervise the financial affairs of the Corporation. The Corporation's seal, shall be kept in the custody of the president-elect.

  1. Vacancy in Office

The board, in its discretion, may remove any officer or member of a committee of the Corporation and may fill any vacancy in any office or committee
Method of Giving Any Notice
Any notice (which term includes any communication or document), other than notice of a meeting of members or a meeting of the board of directors, to be given (which term includes sent, delivered or served) pursuant to the Act, the articles, the by-laws or otherwise to a member, director, officer or member of a committee of the board or to the public accountant shall be sufficiently given:

    1. if delivered personally to the person to whom it is to be given or if delivered to such person's address as shown in the records of the Corporation or in the case of notice to a director to the latest address as shown in the last notice that was sent by the Corporation in accordance with section 128 or 134 ;
    2. if mailed to such person at such person's recorded address by prepaid ordinary or air mail;
    3. if sent to such person by telephonic, electronic or other communication facility at such person's recorded address for that purpose; or
    4. if provided in the form of an electronic document in accordance with Part 17 of the Act.

A notice so delivered shall be deemed to have been given when it is delivered personally or to the recorded address as aforesaid; a notice so mailed shall be deemed to have been given when deposited in a post office or public letter box; and a notice so sent by any means of transmitted or recorded communication shall be deemed to have been given when dispatched or delivered to the appropriate communication company or agency or its representative for dispatch. The secretary may change or cause to be changed the recorded address of any member, director, officer, public accountant or member of a committee of the board in accordance with any information believed by the secretary to be reliable. The declaration by the secretary that notice has been given pursuant to this by-law shall be sufficient and conclusive evidence of the giving of such notice. The signature of any director or officer of the Corporation to any notice or other document to be given by the Corporation may be written, stamped, type-written or printed or partly written, stamped, type-written or printed.

  1. Invalidity of any Provisions of this By-law

The invalidity or unenforceability of any provision of this by-law shall not affect the validity or enforceability of the remaining provisions of this by-law.

  1. Omissions and Errors

The accidental omission to give any notice to any member, director, officer, member of a committee of the board or public accountant, or the non-receipt of any notice by any such person where the Corporation has provided notice in accordance with the by-laws or any error in any notice not affecting its substance shall not invalidate any action taken at any meeting to which the notice pertained or otherwise founded on such notice.

  1. Mediation and Arbitration

Disputes or controversies among members, directors, officers, committee members, or volunteers of the Corporation are as much as possible to be resolved in accordance with mediation and/or arbitration as provided in the section on dispute resolution mechanism of this by-law.

  1. Dispute Resolution Mechanism

In the event that a dispute or controversy among members, directors, officers, committee members or volunteers of the Corporation arising out of or related to the articles or by-laws, or out of any aspect of the operations of the Corporation is not resolved in private meetings between the parties then without prejudice to or in any other way derogating from the rights of the members, directors, officers, committee members, employees or volunteers of the Corporation as set out in the articles, by-laws or the Act, and as an alternative to such person instituting a law suit or legal action, such dispute or controversy shall be settled by a process of dispute resolution as follows:

    1. The dispute or controversy shall first be submitted to a panel of mediators whereby the one party appoints one mediator, the other party (or if applicable the board of the Corporation) appoints one mediator, and the two mediators so appointed jointly appoint a third mediator. The three mediators will then meet with the parties in question in an attempt to mediate a resolution between the parties.
    2. The number of mediators may be reduced from three to one or two upon agreement of the parties.
    3. If the parties are not successful in resolving the dispute through mediation, then the parties agree that the dispute shall be settled by arbitration before a single arbitrator, who shall not be any one of the mediators referred to above, in accordance with the provincial or territorial legislation governing domestic arbitrations in force in the province or territory where the registered office of the Corporation is situated or as otherwise agreed upon by the parties to the dispute. The parties agree that all proceedings relating to arbitration shall be kept confidential and there shall be no disclosure of any kind. The decision of the arbitrator shall be final and binding and shall not be subject to appeal on a question of fact, law or mixed fact and law.

            All costs of the mediators appointed in accordance with this section shall be borne equally by the parties to the dispute or the controversy. All costs of the arbitrators appointed in accordance with this section shall be borne by such parties as may be determined by the arbitrators.

25. Protection of Officers and Directors
LIMITATION OF LIABILITY - No director or officer of the Corporation shall be liable for the acts, receipts, neglects or defaults of any other director or officer or employee, or for joining in any receipt or other act for conformity, or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired by order of the board for or on behalf of the Corporation or for the insufficiency or deficiency of any security in or upon which any of the moneys of the Corporation shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortuous act of any person with whom any of the moneys, securities or effects of the Corporation shall be deposited, or for any loss occasioned by any error of judgment or oversight on the director's or officer's part, or for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of the director or officer or in relation thereto unless the same are occasioned by the director's or officer's own willful neglect or default.
INDEMNITY - In consideration of the director agreeing to act as a director  of the Corporation, the Corporation hereby undertakes and agrees to indemnify and save the Director and the Director’s heirs and legal representatives harmless from and against all costs, charges and expenses including all legal fees and disbursements and including all amounts paid to settle any action or satisfy any judgments reasonably incurred by or on behalf of the Director in respect of any civil, criminal or administrative action or proceeding to which the Director is made a party (or any such proceeding which might be threatened and in respect of which the Director is to be made a party) including any action or proceeding brought under the Income Tax Act (Canada) or other taxing or assessment statutes by reason of the Director having been a director  of the Corporation, if:
(a)        the Director acted honestly and in good faith with a view to the best interests of the Corporation; and

(b)        in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the Director had reasonable grounds for believing that the conduct of the Director was lawful
By-laws and Effective Date
Subject to the articles, the board of directors may, by resolution, make, amend or repeal any by-laws that regulate the activities or affairs of the Corporation. Any such by-law, amendment or repeal shall be effective from the date of the resolution of directors until the next meeting of members where it may be confirmed, rejected or amended by the members by ordinary resolution. If the by-law, amendment or repeal is confirmed or confirmed as amended by the members it remains effective in the form in which it was confirmed. The by-law, amendment or repeal ceases to have effect if it is not submitted to the members at the next meeting of members or if it is rejected by the members at the meeting.
This section does not apply to a by-law that requires a special resolution of the members according to subsection 197(1) of the Act because such by-law amendments or repeals are only effective when confirmed by members.

     DATED THIS DAY               December 25th 2013

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