International Confederationof Dietetic Associations

GENERAL OPERATING BYLAW
2013-FEB-25 CONTINUANCE UNDER NOT-FOR-PROFIT CORPORATIONS ACT (CANADA)
Amendments adopted By Members September 6. 2016

A by-law relating generally to the conductof the affairs ofInternational Confederation of Dietetic Associations(the “Corporation”)
ARTICLE I
INTERPRETATION
1.1
Definitions – In this by-law and all other by-laws and resolutions of the Corporation,
unless the context otherwise requires:“Act” means the Canada Not-for-profit Corporations Act S.C. 2009, c.23, including theRegulations made pursuant to the Act, and any statute or regulations that may besubstituted therefor, as amended from time to time;“Articles” means the original or restated articles of incorporation or articles ofamendment, amalgamation, continuance, reorganization, arrangement or revival of the
Corporation;“Board” means the board of directors of the Corporation and “director” means a memberof the Board;“By-Law” means this by-law and all other by-laws of the Corporation as amended andwhich are, from time to time, in force and effect;“meeting of Members” includes an annual meeting of Members and a special meeting ofMembers; “special meeting of Members” means a special meeting of all Members
entitled to vote at an annual meeting of Members and a meeting of any class or classes ofMembers entitled to vote on the question at issue;“Member” means a member of the Corporation;“Member Representative” means the individual authorized by a member to represent themember at meetings and to exercise on behalf of the member the powers of the member.
“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 that meets the requirements ofSection 163 (Shareholder Proposals) of the Act;

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International Confederationof Dietetic Associations“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.
1.2
Interpretation – In the interpretation of this By-Law, unless the context otherwise
requires, the following rules shall apply:(a)

except where specifically defined in this By-Law, words, terms and expressions
appearing in this By-Law shall have the meaning ascribed to them under the Act;(b)words importing the singular number only shall include the plural and vice versa;(c)the word “person” shall mean an individual, body corporate, a partnership, a trust,a joint venture or an unincorporated association or organization;(d)the headings used in the By-Law are inserted for reference purposes only and are
not to be considered or taken into account in construing the terms or provisions of
the By-Law or to be deemed in any way to clarify, modify or explain the effect ofany such terms of provisions; and(e)except where specifically stated otherwise, references to actions being taken “inwriting” or similar terms shall include electronic communication and references to“address” or similar terms shall include e-mail address. It is the intent of the
Corporation to use electronic communication whenever possible.
ARTICLE II
GENERAL

2.1

Fiscal Year – The fiscal year of the Corporation shall end on March 31st of each year.

2.2
Execution of Documents – Deeds, transfers, assignments, contracts and obligations onbehalf of the organization shall be executed by two persons, at least one of whom shall be an
officer of the Corporation, as determined from time to time by resolution of the Board.
2.3
Banking – 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 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 may by resolution from time to time designate, direct or authorize.
2.4
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.

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ARTICLE III
MEMBERS
3.1
Entitlement – Membership in the Corporation shall be available only to national dietetic
associations interested in furthering the Corporation’s purposes and who have applied for andbeen accepted into membership in the Corporation by resolution of the Board or in such othermanner as may be determined by the Board.
3.2
Membership Conditions – Subject to the Articles, there shall be one class of Members in
the Corporation. Members shall be national dietetic associations from all countries of the world
which meet the conditions for members set forth in the definition that follows and which maketimely payment of the Membership Fee payable by them.
A “national dietetic association” is a professional society or association of members, at least 65% of whomare dietitians-nutritionists, that is, a professional who applies the science of food and nutrition topromote health, prevent and treat disease to optimise the health of individuals, groups,
communities and populations” and who meets the international education standard adopted by
special resolution (two-thirds majority) of the ICDA Board of Directors, from time to time.

(a)On receipt of documentation acceptable to the Board, membership will be issued.

(b)

Up to two national dietetic associations from one country may be approved. In theevent that there are more than two national associations of dietitians-nutritionists
in any one country, the organizations in that country are encouraged to resolve
which association(s) ought to be a Member. Otherwise, the Board shall consider
and approve membership for qualified applicants on a first request basis.

(c)

Where dietitians-nutritionists in a number of countries that do not have national
dietetic associations have formed a regional association, an application from theregional association may be treated as an application from a national dietetic
association.

(d)Where in a country two or more dietetics associations whose members collectively
meet the conditions for members set forth in the definition 3.2 above have cometogether to form a federation of dietitians-nutritionists associations the resulting
federation of associations may be treated as an application from a national dietetic
association.

(e)

A Member association as at May 6, 2016 shall continued to be qualified formembership in the corporation as long as Fees are paid in accordance with the Bylaw. On termination of membership, reinstatement will be in accordance with theReinstatement By-law.

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3.3
Termination of Membership – The rights of a Member lapse and cease to exist when themembership terminates for any of the following reasons:(a)the Member’s term of membership expires;(b)the Member no longer meets the conditions of membership; or(c)the Corporation is liquidated or dissolved pursuant to the Act.

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.
3.4
Resignation –A member may withdraw from membership by delivering to the secretary awritten resignation. The resigning member shall be entitled to a refund of pre-paid fees thatwould apply to a future membership year but not fees paid for the current membership year.
3.5
Reinstatement – A national dietetic association that has had its membership terminatedor that has resigned may apply to become a member under the conditions of membership that
apply to all applicants at the time of application.
3.6
Membership Fees – Membership fees are set by ordinary resolution of members at anannual meeting at an amount to be paid per member in the national dietetic association that is themember. The amount, in US dollars, becomes effective with the next financial year. Members
shall be notified in writing of the membership fees at any time payable by them and, if any are
not paid within six (6) calendar months of the membership renewal date the members in default
shall automatically cease to be members of the Corporation. A national dietetic association
approved for membership shall become a member when fees that are payable by them arereceived.
3.7
Member Representatives - Each Member association shall designate the individual to be
the Member Representative who is authorized to speak for the Member, to exercise allmembership rights on behalf of the Member, to receive notices, to participate actively inMembers’ Meetings, and to co-ordinate and encourage support of ICDA activities by theMember. Each Member’s board of directors shall appoint it’s Representative for a term of notless than four years. A Member Representative may be appointed for additional terms. The
representative shall maintain a current address on file with the Secretariat and shall facilitatecommunication between the ICDA and the Member.
ARTICLE IV
MEETINGS OF MEMBERS
4.1
Place of Meetings – As permitted by the Articles, meetings of members may be held
outside Canada when held in conjunction with the International Congress of Dietetics which will
be in the country selected to host the Congress determined by ordinary resolution of themembers.

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4.2
Annual Meetings – The Board shall call an annual meeting for a date no later than six (6)months after the end of the Corporation’s preceding financial year.
The Board shall call an annual meeting of Members for the purpose of:(a)considering the financial statements and reports of the Corporation required by the
Act to be presented at the meeting;(b)electing directors;(c)appointing a public accountant; and(d)transacting such other business as may properly be brought before the meeting or
is required under the Act.

Any other matters of business shall constitute special business and a special meeting will need tobe held.
4.3
Proposals at Annual Meeting – A Member entitled to vote at an annual meeting may
submit not less than four (4) months prior to the annual meeting to the Corporation notice of any
matter that the Member proposes to raise at the annual meeting (a “Proposal”). Any such
Proposal may include nominations for the election of directors if the Proposal is authorized byand signed on behalf of the Member’s board of directors. The Corporation shall include the
Proposal in the notice of meeting and if so requested by the Member, shall also include astatement by the Member in support of the Proposal and the name and address of the Member.
The Member who submitted the Proposal may be required to pay any material added cost ofincluding the Proposal and any statement in the notice of meeting at which the Proposal is to bepresented.
4.4
Special Meetings – The Board may at any time call a special meeting of Members for thetransaction of any business which may properly be brought before the Members. The Board shallcall a special meeting of Members on written requisition of Members carrying not less than five
per cent (5%) of the voting rights. If the Board does not call a meeting within one (1) month ofreceiving the requisition, any Member who signed the requisition may call the meeting.
4.5
Notice of Meetings – Notice of the time and place of a meeting of Members shall be sent
at least forty-five (45) days prior to the meeting to the following:(a)to each Member Representative entitled to vote at the meeting (which may be
determined in accordance with any record date fixed by the Board or failingwhich, in accordance with the Act);(b)

to each director; and(c)to the public accountant of the Corporation.

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A notice shall be provided in accordance with the requirements of Article XII of this By-Law andshall, subject to the Act, include any Proposal submitted to the Corporation under Section 4.3.
Notice of a meeting of Members at which special business is to be transacted shall state thenature of that business in sufficient detail to permit the Member to form a reasoned judgment on
the business and provide the text of any Special Resolution or By-Law to be submitted to themeeting.
4.6
Waiving Notice – A person entitled to notice of a meeting of Members may in any
manner and at any time waive notice of a meeting of Members, and attendance of any such
person at a meeting of Members is a waiver of notice of the meeting, except where such person
attends a meeting for the express purpose of objecting to the transaction of any business on the
grounds that the meeting is not lawfully called.
4.7
Persons Entitled to be Present – The only persons entitled to be present at a meeting ofMembers shall be the Member Representatives entitled to vote at the meeting, the second persons
appointed by the boards of the national dietetic association members, the directors, the officers
and the public accountant of the Corporation. Any other person may be admitted only on theinvitation of the Chair or with the consent of the meeting.
4.8
Chair of the Meeting – In the event that the Chair is absent, the Members who arepresent and entitled to vote at the meeting shall choose one of their number to chair the meeting.
4.9
Quorum – A quorum at any meeting of the Members (unless a greater number ofMembers are required to be present by the Act) shall be seven (7) Members present at themeeting. If a quorum is present at the opening of a meeting of Members, the Members present
may proceed with the business of the meeting even if a quorum is not present throughout themeeting. For the purpose of determining quorum, a member may be present in person, or, if heldby electronic means then by telephonic and/or other electronic means.
4.10 Meeting Held by Electronic Means – If the Board or Members call a meeting ofMembers, the Board or Members, as the case may be, may determine that the meeting shall beheld entirely by means of a telephonic, an electronic or other communication facility that permits
all participants to communicate adequately with each other during the meeting.
4.11 Adjournment – The Chair may, with the consent of the meeting, adjourn to a fixed timeand place and no notice of such adjournment need be given to the Members provided the
adjourned meeting takes place within thirty-one (31) days of the original meeting. Any businessmay be brought before or dealt with at any adjourned meeting which might have been brought
before or dealt with at the original meeting in accordance with the notice calling the same.
4.12 Votes to Govern –Members in good standing shall be entitled to one vote. At any
meeting of members every question shall, unless otherwise provided by the articles or by-laws orby the Act, be determined by a majority of the votes cast on the questions. In case of an equalityof votes either on a show of hands or on a ballot, the chair of the meeting in addition to an
original vote shall have a second or casting vote.

International Confederationof Dietetic Associations(a)Show of Hands –Except where a ballot is demanded, voting on any question
proposed for consideration at a meeting of Members shall be by show of hands,
and a declaration by the chair of the meeting as to whether or not the question or
motion has been carried and an entry to that effect in the minutes of the meetingshall, in the absence of evidence to the contrary, be evidence of the fact without
proof of the number or proportion of the votes recorded in favour of or against the
motion.

(b)

Ballots – For any question proposed for consideration at a meeting of Members,either before or after a vote by show of hands has been taken, the chair of themeeting, or any Member may demand a ballot, in which case the ballot shall betaken in such manner as the chair directs and the decision of the Members on thequestion shall be determined by the result of such ballot.

4.13 Resolution in Lieu of Meeting – Except where a written statement is submitted to the
Corporation by a director or representations in writing are submitted to the Corporation by apublic accountant:(a)a resolution in writing signed by all the Members entitled to vote on that
resolution at a meeting of Members is as valid as if it had been passed at a meetingof the Members; and(b)a resolution in writing dealing with all matters required by the Act to be dealt withat a meeting of Members, and signed by all the Members entitled to vote at thatmeeting, satisfies all the requirements of the Act relating to that meeting ofMembers.

A copy of every resolution referred to above shall be kept with the minutes of meetings ofMembers.
4.14 Annual Financial Statements – The Corporation will send a copy of the annual financial
statements and other documents referred to in the Act subsection 172(1)) (Annual Financial
Statements) to the Member not less than twenty-one (21) days in advance of the annual meetingin accordance with the requirements of Article XII of this By-Law.
ARTICLE V
DIRECTORS
5.1
Powers – The Board shall manage or supervise the management of the activities andaffairs of the Corporation.
5.2
Number – The Board may, from time to time by ordinary resolution, fix the number of
directors of the corporation and the number of directors to be elected at annual meetings of themembers in accordance with the minimum and maximum number of directors set out in the
Articles. As permitted by the Articles the board may appoint additional directors, by ordinary
resolution at a meeting of directors, for a term ending at the next annual meeting of members.

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5.3
Qualifications – The following persons are disqualified from being a director of the
Corporation:(a)anyone who is less than 18 years of age;(b)anyone who has been declared incapable by a court in Canada or in anothercountry;(c)anyone who is not a Member Representative; or(d)a person who has the status of bankrupt.

5.4
Election and Term – The Members shall elect by ordinary resolution, at each annual
meeting at which an election of directors is required, directors to hold office for a term expiring
not later than the close of the fourth annual meeting of Members following the election. Not all
directors elected at a meeting of Members need to hold office for the same term. A director may
be elected for any number of terms.
5.5Consent – A director who is elected or appointed must consent to hold office as adirector:(a)

if present at the meeting at which the election or appointment takes place, by notrefusing to hold office,(b)

if not present at the meeting at which the election or appointment takes place, byeither:(i)consenting to hold office in writing before the election or appointment
takes place or within ten (10) days; or(ii)

by acting as a director after such person’s election or appointment.

5.6
Vacancies of Office – A director ceases to hold office when the director dies, resigns, isremoved from office by the Members, or becomes disqualified to serve as director.
5.7
Resignation – A director may resign from office by giving a written resignation to the
Corporation and such resignation becomes effective when received by the Corporation or at thetime specified in the resignation, whichever is later.
5.8
Removal –The Members may, by ordinary resolution passed at a special meeting ofMembers, remove any director from office before the expiration of the director’s term and mayelect a qualified individual to fill the resulting vacancy for the remainder of the term of thedirector so removed, failing which such vacancy may be filled by the Board.
5.9

Vacancies –International Confederationof Dietetic Associations(a)

Subject to Section 5.8, a vacancy on the Board may be filled for the remainder of
the term by a qualified individual by ordinary resolution of the directors.

(b)

Notwithstanding the above, if there is not a quorum of directors or if a vacancy
results from either (a) an increase in the number or change to the minimum or
maximum number of directors provided in the Articles or (b) a failure to elect theminimum number of directors required to be elected at any meeting of Members,
the directors then in office shall call a special meeting of Members to fill thevacancy and, if they fail to call a meeting or if there are no directors then in office,the meeting may be called by any Member.

5.10 Remuneration and Expenses – Subject to the Articles, directors and officers of the
Corporation may receive reimbursement for their expenses incurred on behalf of the Corporationin their respective capacities as a director or officer as determined by the board from time to time.
5.11 Borrowing Powers – The directors of the Corporation may, without authorization of theMembers:(a)Borrow money on the credit of the Corporation;(b)issue, reissue, sell, pledge or hypothecate debt obligations of the Corporation;(c)give a guarantee on behalf of the Corporation;(d)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;(e)authorize expenditures on behalf of the Corporation and delegate, by resolution, toan officer or officers of the Corporation, such authority to such maximum amounts
as determined by the Board; and(f)for the purpose of furthering the mission of the Corporation, acquire, accept,
solicit, or receive legacies, gifts, grants, settlements, bequests, endowments, anddonations of any kind whatsoever on behalf of the Corporation
ARTICLE VI
COMMITTEES

6.1
Committees – 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.

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ARTICLE VII
MEETINGS OF DIRECTORS
7.1
Place of Meetings – Meetings of the Board may be held at any place within or outside of
Canada as the Board may determine.
7.2
Calling of Meetings – Meetings of the Board may be called by the Chair or any two (2)directors at any time.
7.3
Notice of Meeting – Notice of the time and place for the holding of a meeting of theBoard shall be given in the manner provided in Article XII of this By-Law to every director of
the Corporation not less than seven (7) 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 tothe 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.
7.4
Regular Meetings – The Board may appoint a day or days in any month or months forregular meetings of the Board at a place and hour to be named. A copy of any resolution of theBoard fixing the place and time of such regular meetings of the Board shall be sent to eachdirector immediately after being passed, but no other notice shall be required for any such regularmeeting except if Section 136(3) (Notice of Meeting) of the Act requires the purpose thereof or
the business to be transacted to be specified in the notice.
7.5
Quorum – A quorum is four directors at any meeting of the Board. No person shall act
for an absent director as a meeting of directors. For the purpose of determining quorum, a
director may be present in person, or, if authorized under Section 7.7 by telephonic and/or byother electronic means. A quorum must be maintained throughout the meeting.
7.6
Resolutions in Writing – A resolution in writing, signed by all the directors entitled tovote on that resolution at a meeting of directors, shall be as valid as if it had been passed at a
meeting of directors. A copy of every such resolution in writing shall be kept with the minutes ofthe proceedings of the directors.
7.7
Participation at Meeting by Telephone or Electronic Means – A director may,participate in a meeting of directors by telephonic or electronic or other communications facility
that permits all participants to communicate adequately with each other during the meeting. A
director participating in the meeting by such means shall be deemed for the purposes of the Act
to have been present at that meeting.
7.8
Chair of the Meeting – In the event that the Chair is absent, the directors who are present
shall choose one of their number to chair the meeting.
7.9
Votes to Govern – At all meetings of the Board, every question shall be decided by amajority of the votes cast on the question. Each director shall have one vote. In case of an
equality of votes, the Chair shall have a second or casting vote.

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ARTICLE VIIIOFFICERS
8.1
Appointment – The Board may designate the offices of the Corporation, appoint officers
on an annual or more frequent basis, specify their duties and delegate to such officers the power
to manage the affairs of the Corporation. A director may be appointed to any office of the
Corporation. An officer may, but need not be, a director unless these By-Laws otherwise
provide. The same person may hold two or more offices. As specified by the Act (solicitingorganizations), at least two directors shall be neither officers nor employees of the Corporation.
ARTICLE IX
DESCRIPTION OF OFFICES
9.1
Description of Offices – Unless otherwise specified by the Board, the officers of the
Corporation shall have the following duties and powers associated with their positions:(a)Chair of the Board – The Chair shall be a director. The Chair, shall, when present,preside at all meetings of the board of directors and of the members. The Chair
shall have such other duties and powers as the board may specify, such as, but notlimited to representing ICDA at the Opening Ceremony of the International
Congress of Dietetics, presiding at workshops for representatives of members,
acting as the representative and spokesperson for the board.

(b)Secretary – The Secretary shall be a director. The Secretary shall enter or cause to
be entered in the Corporation's minute book, minutes of all proceedings at suchmeetings; the secretary shall give, or cause to be given, as and when instructed,
notices to members, directors, and the public accountant; the Secretary shall be thecustodian of all books, papers, records, documents, corporate seal (if any), andother instruments belonging to the Corporation. The Secretary shall also perform
such other duties, as pertains to the usual duties of the Secretary, as may from time
to time be directed by the Board, under supervision of the Board.

9.2
Vacancy in Office –The Board may remove, whether for cause or without cause, any
officer of the Corporation. Unless so removed, an officer shall hold office until the earlier of:(a)the officer’s successor being appointed;(b)

the officer’s resignation;(c)such officer ceasing to be a director as specified in the By-Law; or(d)such officer’s death.

If the office of any officer of the Corporation shall be or become vacant, the directors may, byresolution, appoint a person to fill such vacancy.

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ARTICLE X
CONFLICT OF INTEREST
10.1 Conflict of Interest – Any director or officer of the Corporation who is, whether directly
or indirectly, interested in a material contract or material transaction or proposed material
contract or material transaction with the Corporation, to declare such interest and to refrain votingwith respect to the contract or transaction or proposed contract or transaction at meetings of theBoard as required by the Act.
ARTICLE XIPROTECTION OF DIRECTORS, OFFICERS AND OTHERS
11.1 Standard of Care – Every director and officer of the Corporation, in exercising such
person’s powers and discharging such person’s duties, shall act honestly and in good faith with aview to the best interests of the Corporation and shall exercise the care, diligence and skill that areasonably prudent person would exercise in comparable circumstances. Every director andofficer of the Corporation shall comply with the Act, the regulations, Articles, and By-Law.
11.2 Limitation of Liability – Provided that the standard of care required of the director or
officer under the Act and the By-Law has been satisfied, no director or officer shall be liable forthe 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 for or on
behalf of the Corporation, or for the insufficiency or deficiency of any security in or upon which
any of the money of the Corporation shall be invested, or for any loss or damage arising from thebankruptcy, insolvency or tortious acts of any person with whom any of the money, securities or
effects of the Corporation shall be deposited, or for any loss occasioned by any error of judgment
or oversight on the director or officer’s part, or for any other loss, damage or misfortune whichshall happen in the execution of such person’s duties of office, unless the same are occasioned by
the director or officer’s own wilful neglect or default or otherwise result from the director or
officer’s failure to act in accordance with the Act or the regulations.
11.3 Indemnification of Directors and Officers –The Corporation shall, when required,indemnify a director, an officer of the Corporation, a former director or officer of the Corporation
against all costs, charges and expenses, including an amount paid to settle an action or satisfy ajudgment, reasonably incurred by such person in respect of any civil, criminal, administrative, orinvestigative action or other proceeding in which the individual is involved because of thatassociation with the Corporation if:(a)the person 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 bya monetary penalty, the person had reasonable grounds for believing that the
conduct was lawful.

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The Corporation may indemnify such person in all such other matters, actions, proceedings andcircumstances as may be permitted by the Act or the law. Nothing in this By-Law shall limit theright of any person entitled to indemnity to claim indemnity apart from the provisions of this ByLaw.
11.4 Insurance – Subject to the Act, the Corporation shall purchase and maintain insurance forthe benefit of any person entitled to be indemnified by the Corporation pursuant to Section 11.3
against any liability incurred by the individual in the individual’s capacity as a director or an
officer of the Corporation.
ARTICLE XIINOTICES
12.1 Method of Giving Notices – Any notice (which term includes any communication or
document) to be given to a Member, director, officer, or the public accountant shall be
sufficiently given if given by mail, courier or personal delivery, or by an electronic, telephonic, orother communication facility.
A Special Resolution of the Members is required to make any amendment to the By-Law of the
Corporation to change the manner of giving notice to Members entitled to vote at a meeting ofMembers.
12.2 A notice so delivered shall be deemed to have been given when it is delivered personallyor 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 ofelectronic or similar communication shall be deemed to have been given when delivered to theappropriate electronic server or equivalent facility. The Secretary may change or cause to bechanged the recorded address of any Member, Member Representative, director, officer, public
accountant 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 sufficientand 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.
12.3 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-Law, 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.
12.4 Waiver of Notice – Any person entitled to notice may waive or abridge the time for any
notice required to be given to such person, and such waiver or abridgement, whether given before
or after the meeting or other event of which notice is required to be given shall cure any default in
the giving or in the time of such notice, as the case may be. Any such waiver or abridgement
shall be in writing.

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ARTICLE XIIISPECIAL RESOLUTIONS
13.1 Special Resolutions – For greater certainty, a Special Resolution of the Members is
required to make any amendment to these By-Law or to the Articles to:(a)change the Corporation’s name;(b)change the province in which the Corporation’s registered office is situated;(c)

add, change or remove any restriction on the activities that the Corporation may
carry on;(d)create a new class or group of Members;(e)change a condition required for being a Member;(f)change the designation of any class or group of Members or add, change or
remove any rights and conditions of any such class or group;(g)divide any class or group of Members into two or more classes or groups and fix
the rights and conditions of each class or group;(h)add, change or remove a provision respecting the transfer of a membership;(i)subject to Section 133 of the Act, increase or decrease the minimum andmaximum number of directors fixed by the Articles;(j)change the statement of the purpose of the Corporation;(k)change the statement concerning the distribution of property remaining on
liquidation after the discharge of any liabilities of the Corporation;(l)change the manner of giving notice to Members entitled to vote at a meeting ofMembers;(m)change the method of voting by Members not in attendance at a meeting ofMembers; or(n)add, change or remove any other provision that is permitted by the Act to be set
out in the Articles.
ARTICLE XIV
BY-LAW AND EFFECTIVE DATE

14.1 By-Law and Effective Date – Subject to the Articles, the Board may, by resolution,
make, amend or repeal any By-Law that regulate the activities or affairs of the Corporation. Anysuch By-Law, amendment or repeal shall be effective from the date of the resolution of the Board
until the next meeting of Members where it may be confirmed, rejected or amended by theMembers 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-

International Confederationof Dietetic Associations

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.
As set out in Article XIII, this Section does not apply to a By-Law amendment that requires a
Special Resolution because such By-Law amendments are only effective when confirmed by
Members.
Upon the enactment of this By-Law, all previous By-Laws of the Corporation shall be repealed.

CONFIRMED by the Members this 4th day of September, 2012
Marsha Sharp, Secretary ICDAAMENDMENT CONFIRMED by the Members this 6th day of September, 2016
Marsha Sharp, Secretary ICDA