Filed Date and Time: February 16, 2023 02:04 PM Pacific Time

Society Incorporation Number: S0000334

SOCIETIES ACTBYLAWSOF
THE VANCOUVER JAPANESE LANGUAGE SCHOOL AND JAPANESE HALL
(VANCOUVER NIHON-GO GAKKO NARABI NI NIKKEI JIN KAIKAN)TABLE OF CONTENTS
1.

INTERPRETATION ..................................................................................................... 1
Definitions ........................................................................................................ 1
Societies Act Definitions ................................................................................... 3
Plural and Singular Forms ................................................................................ 3

2.

MEMBERSHIP ............................................................................................................ 3
Admission to Membership ................................................................................ 3
Eligibility for Membership ................................................................................. 3
Application for Membership .............................................................................. 4
Reviewing and Acceptance of Application ........................................................ 4
Membership not Transferable........................................................................... 4
Term of Membership ........................................................................................ 4
Renewal and Re-application of Membership .................................................... 4
Transition of Membership ................................................................................. 5
Cessation of Membership ................................................................................. 5

3.

MEMBERSHIP RIGHTS AND OBLIGATIONS ............................................................ 5
Rights of Membership ...................................................................................... 5
Member not in Good Standing.......................................................................... 6
Dues ................................................................................................................ 6Standing of Members ....................................................................................... 6
Compliance with Constitution, Bylaws and Policies .......................................... 7
Expulsion of Member ....................................................................................... 7
No Distribution of Income to Members ............................................................. 7

4.

MEETINGS OF MEMBERS......................................................................................... 7
Time and Place of General Meetings ............................................................... 7
Annual General Meetings ................................................................................. 7
Extraordinary General Meeting......................................................................... 8
Calling of Extraordinary General Meeting ......................................................... 8
Notice of General Meeting ................................................................................ 8Contents of Notice............................................................................................ 8
Omission of Notice ........................................................................................... 8

5.

PROCEEDINGS AT GENERAL MEETINGS............................................................... 8

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Business Required at Annual General Meeting ................................................ 8
Attendance at General Meetings ...................................................................... 9Electronic Participation in General Meetings .................................................... 9
Quorum ............................................................................................................ 9
Lack of Quorum................................................................................................ 9
Chair ................................................................................................................ 10
Alternate Chair ................................................................................................. 10
Chair to Determine Procedure .......................................................................... 10
Adjournment..................................................................................................... 10
Notice of Adjournment ...................................................................................... 10
Minutes of General Meetings............................................................................ 106.

VOTING BY MEMBERS.............................................................................................. 11
Ordinary Resolution Sufficient .......................................................................... 11
Entitlement to Vote ........................................................................................... 11
Voting Other than at General Meeting .............................................................. 11
Voting Methods ................................................................................................ 11
Voting by Chair ................................................................................................ 11
Voting by Proxy ................................................................................................ 127.

DIRECTORS ............................................................................................................... 12
Management of Property and Affairs ................................................................ 12
Composition of Board ....................................................................................... 12
Invalidation of Acts ........................................................................................... 12
Qualifications of Directors ................................................................................ 12
Transition of Directors’ Terms .......................................................................... 12
Term of Directors ............................................................................................. 13
Consecutive Terms and Term Limits ................................................................ 13
Extension of Term to Maintain Minimum Number of Directors .......................... 13
Transition Provision Regarding Directors’ Terms.............................................. 13
Appointment to fill Vacancy .............................................................................. 14
Removal of Director ......................................................................................... 14
Ceasing to be a Director................................................................................... 14

8.

NOMINATION AND ELECTION OF DIRECTORS ...................................................... 15
Nomination of Directors .................................................................................... 15
Elections Generally .......................................................................................... 15
Election at Annual General Meeting ................................................................. 15
Election by Acclamation ................................................................................... 15
Election by Secret Ballot .................................................................................. 16

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iii
Nomination and Election Policies ..................................................................... 169.

POWERS AND RESPONSIBILITIES OF THE BOARD .............................................. 16
Powers of Directors .......................................................................................... 16
Duties of Directors............................................................................................ 17
Policies and Procedures................................................................................... 17
Remuneration of Directors and Officers and Reimbursement of Expenses ...... 17
Investment of Property and Standard of Care .................................................. 17
Investment Advice ............................................................................................ 17
Delegation of Investment Authority to Agent..................................................... 18

10.

PROCEEDINGS OF THE BOARD .............................................................................. 18
Board Meetings ................................................................................................ 18
Regular Meetings ............................................................................................. 18
Ad Hoc Meetings .............................................................................................. 18
Notice of Board Meetings ................................................................................. 18
Attendance at Board Meetings ......................................................................... 19
Participation by Electronic Means .................................................................... 19
Quorum ............................................................................................................ 19
Director Conflict of Interest ............................................................................... 19
Chair of Meetings ............................................................................................. 19
Alternate Chair ................................................................................................. 20
Chair to Determine Procedure .......................................................................... 20
Minutes of Board Meetings............................................................................... 20

11.

DECISION MAKING AT BOARD MEETINGS............................................................. 20
Passing Resolutions and Motions .................................................................... 20
Resolution in Writing ........................................................................................ 20
Entitlement to Vote ........................................................................................... 20
Procedure for Voting ........................................................................................ 20

12.

OFFICERS .................................................................................................................. 21
Officers ............................................................................................................ 21
Election of Officers ........................................................................................... 21
Term of Officer ................................................................................................. 21
Removal of Officers.......................................................................................... 21
Replacement .................................................................................................... 21
Duties of Chair ................................................................................................. 21
Duties of Vice-Chair ......................................................................................... 22
Duties of Secretary........................................................................................... 22
Duties of Treasurer .......................................................................................... 22

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Absence of Secretary at Meeting ..................................................................... 22
Combination of Offices of Secretary and Treasurer .......................................... 22
13.

EXECUTIVE DIRECTOR............................................................................................. 22
Appointment of Executive Director ................................................................... 22
Removal of Executive Director ......................................................................... 22

14.

INDEMNIFICATION .................................................................................................... 23
Indemnification of Directors and Eligible Parties ............................................... 23
Purchase of Insurance ..................................................................................... 23

15.

COMMITTEES ............................................................................................................ 23
Creation and Delegation to Committees ........................................................... 23
Standing and Special Committees ................................................................... 23
Terms of Reference ......................................................................................... 23
Meetings .......................................................................................................... 24

16.

EXECUTION OF INSTRUMENTS ............................................................................... 24
Seal.................................................................................................................. 24
Execution of Instruments .................................................................................. 24
Signing Officers ................................................................................................ 24

17.

FINANCIAL MATTERS AND REPORTING ................................................................ 24
Accounting Records ......................................................................................... 24
Borrowing Powers ............................................................................................ 25
When Audit Required ....................................................................................... 25
Appointment of Auditor at Annual General Meeting .......................................... 25
Vacancy in Auditor ........................................................................................... 25
Removal of Auditor........................................................................................... 25
Notice of Appointment ...................................................................................... 25
Auditor’s Report ............................................................................................... 25
Participation in General Meetings ..................................................................... 25

18.

NOTICE GENERALLY ................................................................................................ 26
Method of Giving Notice ................................................................................... 26
When Notice Deemed to have been Received ................................................. 26
Days to be Counted in Notice ........................................................................... 26

19.

MISCELLANEOUS ..................................................................................................... 26
Inspection of Documents and Records ............................................................. 26
Right to become Member of other Society........................................................ 27
Distribution on Dissolution ................................................................................ 2720.

BYLAWS ..................................................................................................................... 28
Entitlement of Members to copy of Constitution and Bylaws ............................ 28

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Special Resolution required to Alter Bylaws ..................................................... 28
Effective Date of Alteration ............................................................................... 28

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BYLAWSOF
THE VANCOUVER JAPANESE LANGUAGE SCHOOL AND JAPANESE HALL
(VANCOUVER NIHON-GO GAKKO NARABI NI NIKKEI JIN KAIKAN)
1.

INTERPRETATION
Definitions

In these Bylaws and the Constitution of the Society, unless the context otherwise requires:(a)“Act” means the Societies Act, S.B.C. 2015, c. 18, as amended from time to time,and includes any successor legislation thereto;(b)“Address of the Society” means the registered office address of the Society on
record from time to time with the Registrar;(c)“Board” means the Directors acting as authorized by the Act, the Constitution andthese Bylaws in managing or supervising the management of the affairs of theSociety and exercising the powers of the Society;(d)“Board Resolution” means:
(i)

(ii)

a resolution passed by a simple majority of the votes cast in respect of theresolution by the Directors entitled to vote on such matter:(1)

in person at a duly constituted meeting of the Board,(2)

by Electronic Means in accordance with these Bylaws, or(3)

by combined total of the votes cast in person and by Electronic
Means; ora resolution that has been submitted to all Directors and consented to inwriting by two-thirds (2/3) of the Directors who would have been entitled tovote on the resolution at a meeting of the Board,and a Board Resolution approved by any of these methods is effective as thoughpassed at a meeting of the Board;(e)“Bylaws” means the bylaws of the Society as filed with the Registrar;(f)“Chair” means the Person elected to the office of chairperson of the Society inaccordance with these Bylaws;(g)“Constitution” means the constitution of the Society as filed with the Registrar;(h)“Directors” means those Persons who are, or who subsequently become,directors of the Society in accordance with these Bylaws and have not ceased tobe directors;(i)“Electronic Means” means any system or combination of systems, including but
not limited to mail, telephonic, electronic, radio, computer or web-based technology
or communication facility, that:(i)CAN_DMS: \150708443\1

in relation to a meeting or proceeding, permits all participants tocommunicate with each other or otherwise participate contemporaneously,

2
in a manner comparable, but not necessarily identical, to a meeting where
all were present in the same location, and(ii)

in relation to a vote, permits all eligible voters to cast a vote on the matterfor determination in a manner that adequately discloses the intentions of
the voters;(j)“Executive Director” means a Person appointed by the Board under Section
13.1, if any, to exercise the Board’s delegated authority to manage the activities
or internal affairs of the Society as a whole;(k)“General Meeting” means a meeting of the Members, and includes an annual
general meeting and any special or extraordinary general meetings of the Society;(l)“Income Tax Act” means the Income Tax Act, R.S.C. 1985 (5th Supp.), c.1 asamended from time to time;(m)“Members” means those Persons who are, or who subsequently become,members of the Society in accordance with these Bylaws and, in either case, havenot ceased to be members;(n)“Membership Year” means the period of approximately one (1) year that relates
to the term of Members, which period will expire each year at the conclusion of
the annual general meeting, unless otherwise determined by Board Resolution;(o)“Ordinary Resolution” means:
(i)

(ii)

a resolution passed by a simple majority of the votes cast in respect of theresolution by those Members entitled to vote:(1)

in person at a duly constituted General Meeting, or(2)

by Electronic Means in accordance with these Bylaws, or(3)

by combined total of the votes cast in person at a General Meetingand the votes cast by Electronic Means; ora resolution that has been submitted to the Members and consented to inwriting by at least two-thirds (2/3) of the voting Members,

and an Ordinary Resolution approved by any one or more of these methods iseffective as though passed at a General Meeting of the Society;(p)“Organization” means an association, corporation, partnership or society;(q)“Person” means a natural person;(r)“Registered Address” of a Member or Director means the address of that Person
as recorded in the register of Members or the register of Directors;(s)“Registrar” means the Registrar of Companies of the Province of British Columbia;(t)“Secretary” means the Person elected to the office of secretary of the Society inaccordance with these Bylaws;(u)“Society” means “The Vancouver Japanese Language School and JapaneseHall (Vancouver Nihon-Go Gakko Narabi Ni Nikkei Jin Kaikan)”;(v)“Special Resolution” means:

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3
(i)

(ii)

a resolution, of which the notice required by the Act and these Bylaws has
been provided, passed by at least two-thirds (2/3) of the votes cast in
respect of the resolution by those Members entitled to vote:(1)

in person at a duly constituted General Meeting,(2)by Electronic Means in accordance with these Bylaws, or(3)

by combined total of the votes cast in person at a General Meetingand the votes cast by Electronic Means; ora resolution that has been submitted to the Members and consented to inwriting by every Member who would have been entitled to vote on the
resolution in person at a General Meeting,and a Special Resolution approved by any one or more of these methods iseffective as though passed at a General Meeting;(w)“Treasurer” means the Person elected to the office of treasurer of the Society inaccordance with these Bylaws; and(x)“Vice-Chair” means a Person elected to the office of vice-chairperson of theSociety in accordance with these Bylaws.

Societies Act Definitions
Except as otherwise provided herein, the definitions in the Act on the date these Bylaws become
effective apply to these Bylaws and the Constitution.
Plural and Singular Forms
In these Bylaws, a word defined in the plural form includes the singular and vice-versa.
2. MEMBERSHIP
Admission to Membership
There will be one (1) class of membership in the Society. Membership in the Society is
restricted to:(a)those Persons who transition as Members in accordance with section 2.8(a); and(b)those Persons who subsequently become Members in accordance with these
Bylaws.
Eligibility for Membership

A Person may be eligible to be accepted as a Member if they:(a)are nineteen (19) years of age or older;(b)

are ordinarily resident in British Columbia; and(c)are interested in advancing the purposes of the Society as defined in theConstitution, and supporting the activities to advance those purposes.

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4Notwithstanding the foregoing, a Person is not eligible to become a Member if they are:(d)a contractor providing services to the Society with an aggregate annual value of$10,000 or more; or(e)a spouse of a Person referred to in paragraph (d), immediately above.
Application for Membership

An eligible Person may apply to the Society to become a Member by:(a)submitting a completed application, in such form and manner as may beestablished by the Society, at the Address of the Society;(b)submitting payment for all applicable membership fees or dues; and(c)submitting such information or documentation as may be required to confirm
eligibility for membership.
Reviewing and Acceptance of Application

The Board may in its sole discretion exercised by Board Resolution, accept, postpone or refuse
an application for membership. A Person becomes a Member on the date of the Board
Resolution or such later date as specified therein.
Without limiting the generality of the foregoing, the Board may refuse or postpone an application
for membership for any reason which, in the Board’s view, is necessary or prudent to protect the
reputation and integrity of the Society. The decision of the Board to refuse membership is final.
Membership not Transferable
Membership is not transferable.
Term of MembershipOnce accepted as a Member, a Person continues as a Member in good standing until the expiryof the current Membership Year, unless they otherwise cease to be a Member in accordancewith these Bylaws.
The term of a Member who renews their membership in accordance with section 2.7 isextended until the expiry of the following Membership Year.
Renewal and Re-application of Membership
A Member who continues to be eligible may renew their membership prior to, or within 60 days
after, the expiry of the current Membership Year in such manner as may be determined by the
Board from time to time. Renewals must include payment for applicable membership dues andfees as determined by the Board.

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A Person whose membership has expired or otherwise ceased other than by expulsion and who
remains eligible may re-apply for membership after its expiry in accordance with section 2.3. All
re-applications for membership are subject to acceptance in accordance with these Bylaws.
A Person expelled from membership may, unless prohibited by the terms of the expulsion
resolution, re-apply for membership in accordance with the terms of the expulsion resolution,
provided that if the expulsion resolution does not restrict re-application, the Person may re-apply
for membership after one (1) year from the date of expulsion.
Transition of Membership
On the date these Bylaws come into force:(a)each Person who is a member of the Society in good standing, is eligible formembership under these Bylaws; and(b)each Person who is a member of the Society and who:(i)

is not in good standing; or(ii)

is ineligible for membership under these Bylaws

will be deemed to have resigned from membership effective that date.
This section does not prevent an eligible Person who was previously a Member from re-applying
for membership in accordance with section 2.3.
Cessation of Membership
A Person will immediately cease to be a Member:(a)upon the date which is the later of:(i)the date of delivering their resignation in writing to the Secretary or to the
Address of the Society; and(ii)

the effective date of the resignation stated thereon;(b)

upon the expiry of their term;(c)upon being a member not in good standing for non-payment of membership duesor fees owing for 60 days; or(d)upon their expulsion; or(e)upon their death.

3. MEMBERSHIP RIGHTS AND OBLIGATIONS
Rights of Membership
In addition to any rights conferred by the Act, a Member in good standing has the following
rights and privileges of membership:

CAN_DMS: \150708443\16(a)to receive notice of, and to attend, all General Meetings;(b)

to make or second motions at a General Meeting and to speak in debate on
motions under consideration in accordance with such rules of order as may be
adopted;(c)

to exercise a vote on matters for determination at General Meetings and any
referendums established pursuant to Bylaw 6.3;

(d)may nominate qualified Members to stand for election as Directors in accordancewith these Bylaws and such policies as may be established;(e)

may be nominated, if qualified, to stand for election as a Director, in accordancewith these Bylaws and such policies as may be established;(f)

may serve on committees of the Society, as invited; and;(g)

may receive such ancillary benefits of membership as may be determined by the
Board from time to time.
Member not in Good Standing

A Member who is not in good standing has the right to receive notice of, and to attend, allGeneral Meetings, and may participate in programs or initiatives of the Society (subject toeligibility) but is suspended from all of the other rights and privileges described in section 3.1 forso long as they remain not in good standing.
Dues
The Board will, by Board Resolution, determine the dues or fees payable by Members from time
to time and in the absence of such determination by the Board, dues are deemed to be nil.
Once determined, dues are deemed to continue each year until altered by Board Resolution.
The Board may determine:(a)when and how dues are assessed and collected; and(b)that dues may be pro-rated, reduced or waived for individual members or groups(i.e. members over the age of 65) in cases of hardship or other appropriate
circumstances.
Standing of Members

All Members are deemed to be in good standing except:(a)any Member who has failed to pay any amount due and owing to the Society,including but not limited to such annual membership dues or fees as are
determined by the Board, if any, when due and owing and such Member is not ingood standing so long as such amount remains unpaid; and(b)

any Member who is currently suspended by the Society.

CAN_DMS: \150708443\17Compliance with Constitution, Bylaws and Policies
Every Member will, at all times:(a)uphold the Constitution and comply with these Bylaws and the policies of theSociety in effect from time to time; and(b)support the purposes and activities of the Society, and refrain from actions whichhinder the purposes and activities.
Expulsion of Member

Following an appropriate review of a Member’s conduct or actions, The Board may, by Board
Resolution, expel or suspend a Member for conduct which, in the reasonable opinion of theBoard:(a)is improper or unbecoming for a Member;(b)

is contrary to Section 3.5; or(c)is likely to endanger the reputation or hinder the interests of the Society.

The Board must provide notice of a proposed expulsion or suspension of a Member to theMember in question, accompanied by a brief statement of the reasons for the proposed
disciplinary action.
A Member who is the subject of the proposed expulsion or suspension will be provided areasonable opportunity to respond to the proposed discipline at or before the Board Resolution
for expulsion or suspension is considered by the Board.
No Distribution of Income to Members
Notwithstanding any other provision of these Bylaws, no part of the income of the Society will be
paid to or for the benefit of any Member and any income, profits or other accretions to theSociety will be used exclusively to promote the purposes of the Society.
4. MEETINGS OF MEMBERS
Time and Place of General Meetings
The General Meetings of the Society will be held at such time and place, in accordance with theAct, as the Board decides.
Annual General Meetings
An annual general meeting will be held at least once in every calendar year and in accordancewith the Act.

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Extraordinary General Meeting
Every General Meeting other than an annual general meeting is an extraordinary general
meeting.
Calling of Extraordinary General Meeting
The Society will convene an extraordinary general meeting by providing notice in accordancewith the Act and these Bylaws in any of the following circumstances:(a)at the call of the Chair;(b)when resolved by Board Resolution; or(c)when such a meeting is requisitioned by the Members in accordance with theAct.
Notice of General Meeting

The Society will, in accordance with Section 18.1, send notice of every General Meeting to:(a)each Member shown on the register of Members on the date the notice is sent;
and

(b)

the auditor of the Society, if any is appointed,

not less than fourteen (14) days and not more than sixty (60) days prior to the date of theGeneral Meeting. No other Person is entitled to be given notice of a General Meeting.
Contents of Notice
Notice of a General Meeting will specify the place, the day and the time of the meeting and will
include the text of every Special Resolution to be proposed or considered at that meeting.
If the Board has decided to hold a General Meeting with participation by Electronic Means, thenotice of that meeting must inform Members how they may participate by Electronic Means.
Omission of Notice
The accidental omission to give notice of a General Meeting to a Member, or the non-receipt ofnotice by a Member, does not invalidate proceedings at that meeting.
5. PROCEEDINGS AT GENERAL MEETINGSBusiness Required at Annual General Meeting
The following business is required to be conducted at each annual general meeting of theSociety:(a)the adoption of an agenda;(b)

the approval of the minutes of the previous annual general meeting and any

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9extraordinary general meetings held since the previous annual general meeting;(c)presentation of the annual financial statements and the report of the auditor
thereon, if any;(d)the election of Directors, as necessary; and(e)such other business, if any, required by the Act or at law to be considered at anannual general meeting.

The annual general meeting may include other business as determined by the Board in its
discretion.
Attendance at General Meetings
In addition to Members, Directors and the Society’s auditor, if any, the Board may also invite
any other Person or Persons to attend a General Meeting as observers and guests. All
observers and guests may only address the General Meeting assembly at the invitation of the
Person presiding as chairperson, or by Ordinary Resolution.
Electronic Participation in General Meetings
The Board may decide, in its discretion, to hold any General Meeting in whole or in part byElectronic Means.
When a General Meeting is to be conducted using Electronic Means, the Board must takereasonable steps to ensure that all participants are able to communicate and participate in themeeting adequately and, in particular, that remote participants are able to participate in amanner comparable to participants present in person, if any.
Persons participating by Electronic Means are deemed to be present at the General Meeting.
Quorum
A quorum at a General Meeting is the greater of:(a)Ten (10) Members in good standing on the date of the meeting; or(b)Five percent (5%) of the total current Members.

No business, other than the election of a Person to chair the meeting and the adjournment or
termination of the meeting, will be conducted at a General Meeting at a time when a quorum is
not present.
If at any time during a General Meeting there ceases to be a quorum present, business then inprogress will be suspended until there is a quorum present or until the meeting is adjourned or
terminated.
Lack of Quorum
If within thirty (30) minutes from the time appointed for a General Meeting a quorum is notpresent, the meeting, if convened on the requisition of Members, will be terminated, but in any

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other case it will stand adjourned to the same day the following week, to be held at the sametime and same place (where the original meeting was held in person) and/or by the same
Electronic Means (where the original meeting permitted participation by Electronic Means), andif at the adjourned meeting a quorum is not present within thirty (30) minutes from the time
appointed for the meeting, the Members present will constitute a quorum and the meeting may
proceed.
Chair
The Chair (or, in the absence or inability of the Chair, the Vice-Chair) will, subject to a Board
Resolution appointing another Person, preside as chairperson at all General Meetings.
If at any General Meeting the Chair, Vice-Chair or such alternate Person appointed by a Board
Resolution, if any, is not present within fifteen (15) minutes after the time appointed for the
meeting, the Directors present may select one of their number to preside as chairperson at thatmeeting.
Alternate Chair
If a Person presiding as chairperson of a General Meeting wishes to step down as chairperson
for all or part of that meeting, they may designate an alternate to chair such meeting or portion
thereof, and upon such designated alternate receiving the consent of a majority of the Memberspresent at such meeting, they may preside as chairperson.
Chair to Determine Procedure
In the event of any doubt, dispute or ambiguity in relation to procedural matters or parliamentary
process at a General Meeting, the Person presiding as chairperson will have the authority tointerpret and apply such rules of order as the meeting has adopted, if any, and determine
matters in accordance with those rules, as well as the Act and these Bylaws.
Adjournment
A General Meeting may be adjourned from time to time and from place to place, but nobusiness will be transacted at an adjourned meeting other than the business left unfinished at
the meeting from which the adjournment took place.
Notice of Adjournment
It is not necessary to give notice of an adjournment or of the business to be transacted at an
adjourned meeting except where a meeting is adjourned for more than fourteen (14) days, inwhich case notice of the adjourned meeting will be given as in the case of the original meeting.
Minutes of General Meetings
The Secretary or such other Person designated by the Board will ensure that minutes are taken
for all General Meetings.

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6. VOTING BY MEMBERS
Ordinary Resolution Sufficient
Unless the Act, these Bylaws or adopted rules of order provide otherwise, every issue fordetermination by a vote of the Members will be decided by an Ordinary Resolution.
Entitlement to Vote
Each Member in good standing is entitled to one (1) vote on matters for determination by theMembers. No other Person is entitled to vote on a matter for determination by the Members,
whether at a General Meeting or otherwise.
Voting Other than at General Meeting
The Board may, in its sole discretion, conduct a vote of the Members in advance of a General
Meeting, or as a stand-alone referendum without a General Meeting, whether by mail-in ballot orElectronic Means, provided in each case that the Society provides each Member in goodstanding with notice of:(a)the text of the resolutions to be voted on;(b)the open and closing dates for casting a vote; and(c)instructions on how a Member may cast a vote.
Voting Methods

Voting by Members may occur by any one or more of the following methods, in the discretion of
the Board:(a)by show of hands or voting cards;(b)by written ballot; or(c)by vote conducted by Electronic Means.

Where a vote is to be conducted by show of hands or voting cards, and prior to the question
being put to a vote, a number of Members equal to not less than ten percent (10%) of the votes
present may request a secret ballot, and where so requested the vote in question will then be
conducted by written ballot or other means whereby the tallied votes can be presented
anonymously in such a way that it is impossible for the assembly to discern how a given
Member voted.
Voting by Chair
If the Person presiding as chairperson of a General Meeting is a Member, then they may, intheir sole discretion, cast a vote on any motion or resolution under consideration at the sametime as voting occurs by all Members. A Person presiding as chairperson who is not a Member
has no vote. The Person presiding as chairperson of a General Meeting does not have asecond or a casting vote in the event of a tie and a motion or resolution that is tied is defeated.

CAN_DMS: \150708443\112Voting by Proxy
Voting by proxy is not permitted.
7. DIRECTORSManagement of Property and Affairs
The Board will have the authority and responsibility to manage, or supervise the managementof, the property and the affairs of the Society.
Composition of Board
The Board will be composed of a minimum of five (5) and a maximum of eleven (11) Directors.
Invalidation of Acts
No act or proceeding of the Board is invalid by reason only of there being fewer than therequired number of Directors in office.
Qualifications of Directors
Pursuant to the Act, a Person may not be nominated, elected or appointed to serve (or continue
to serve) as a Director if they:(a)are less than eighteen (18) years of age;(b)

have been found by any court, in Canada or elsewhere, to be incapable ofmanaging their own affairs;(c)are an undischarged bankrupt; or(d)have been convicted of a prescribed offence within the prescribed period, forwhich no pardon has been granted, in accordance with the Act.

In addition to the foregoing, a Person may not be nominated or elected to serve (or continue toserve) as a Director if they:(e)

are not a Member in good standing;(f)fail, on request, to provide a clean criminal records check as governed bysection 6.3(3) of the Criminal Records Act (B.C.) to protect children andvulnerable persons;(g)are an “ineligible individual” as defined by the Income Tax Act; or(h)are an employee of the Society.
Transition of Directors’ Terms

Each Person who is a Director on the date these Bylaws come into force will continue as a
Director for the remaining term to which they were elected, or if not previously elected, until the

CAN_DMS: \150708443\113conclusion of the next annual general meeting, unless they otherwise cease to be a Director inaccordance with these Bylaws.
Any previous terms or portions of terms served by Directors prior to these Bylaws coming into
force will be counted towards the term limits set out below.
Term of Directors
The term of office of Directors will normally be two (2) years. However, the Board may by Board
Resolution determine that some or all vacant Directors’ positions will have a term of less thantwo (2) years, the length of such term to be determined by the Directors in their discretion.
The term will commence at the conclusion of the general meeting at which such Director was
elected and, subject to section 7.8, expire at the conclusion of the annual general meeting heldin the final year of the Director’s term. If, however, the Director was elected at an extraordinary
general meeting their term of office will be deemed to have commenced at the close of theannual general meeting next following such extraordinary general meeting.
Consecutive Terms and Term Limits
Directors may be elected for up to six (6) consecutive years, by any combination of terms. A
Person who has served as a Director for six (6) consecutive years may not be re-elected for atleast two (2) years following the expiry of their latest term.
Extension of Term to Maintain Minimum Number of Directors
Every Director serving a term of office will retire from office at the close of the annual general
meeting in the year in which their term expires, provided that if insufficient successors areelected and the result is that the number of Directors would fall below five (5) the Person or
Persons previously elected as Directors may, if they consent, continue to hold office, and theterm of such Director or Directors is deemed to be extended, until such time as successor
Directors are elected.
Transition Provision Regarding Directors’ Terms
On the date these Bylaws come into force, each Person serving as a director of the Society willcontinue as a Director for the remainder of the current term (or portion thereof) to which they
were most recently elected unless sooner ceasing in accordance with these Bylaws. Such
Directors, if they remain qualified, may be re-elected at a subsequent annual general meeting.
Prior terms (or portions thereof) served by Director count toward the foregoing term limits,provided that, notwithstanding Sections 7.6 and 7.7, any Person who has served more than six(6) consecutive years as a Director at the time these Bylaws come into force will, if theyconsent, continue as a Director until the conclusion of the next annual general meeting, at whichtime the term of such Director will expire and such Person may not be re-elected for at least two(2) years following the expiry of their latest term.

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14Appointment to fill Vacancy
If a Director ceases to hold office before the expiry of their term, or if less than the number of
Directors determined in accordance with section 7.2 are elected, the Board, by Board
Resolution, may appoint a Person qualified in accordance with Section 7.4 to fill the resulting
vacancy.
The position occupied by an appointed replacement Director will become available for election
at the next annual general meeting and each such appointed replacement Director will continue
in office until the conclusion of the next annual general meeting unless they otherwise cease to
be a Director in accordance with these Bylaws. The appointed replacement Director may run for
the vacant position.
The period during which a Person serves as an appointed replacement Director does not counttoward the term limits set out above.
Removal of Director
A Director may be removed before the expiration of their term of office by either of the following
methods:(a)by Special Resolution; or(b)

by Board Resolution.

If by Special Resolution, the Members may elect a replacement Director by Ordinary Resolution
to serve for the balance of the removed Director’s term of office.
If by Board Resolution, the Director proposed for removal has a conflict of interest and may not
vote on the Board Resolution, but is entitled to not less than seven (7) days’ advance notice inwriting of the proposed Board Resolution and to address the Board prior to the vote on the
resolution.
Ceasing to be a Director
A Person will immediately cease to be a Director:(a) upon the date which is the later of:(i)the date of delivering their resignation in writing to the Chair or to the
Address of the Society; and(ii)

the effective date of the resignation stated therein;(b)upon the expiry of their term;(c)upon the date such Person is no longer qualified pursuant to Section 7.4;

(d)upon their expulsion; or(e)upon their death.

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15

8. NOMINATION AND ELECTION OF DIRECTORS
Nomination of Directors
Nominations for election as a Director must be made in accordance with these Bylaws, andsuch policies and procedures as are established by the Board from time to time.
All nominations are subject to the following rules:(a)a nomination must be made in writing, in a form established by the Board of theSociety;(b)

a nominee must be a Member in good standing to be nominated and mustremain in good standing in order to stand for election;(c)the nomination must be signed by one (1) nominating Member who is in goodstanding, and by the Member nominated. A Member may not nominate him or
herself;(d)a Member may not nominate more nominees than the number of Director
positions available for election;(e)nominations must be submitted in advance of an election, in accordance withsuch deadlines as may be established by the Board; and(f)nominations will not be permitted from the floor at a General Meeting.
Elections Generally

Directors, other than those appointed in accordance with Section 7.10, will be elected byacclamation or by vote of the Members, in accordance with the applicable provisions of these
Bylaws and such election policies and procedures as are established by the Board from time totime.
Election at Annual General Meeting
The election of Directors will normally take place at, or prior to, the annual general meeting andDirectors so elected will take office commencing at the close of such meeting.
Election by Acclamation
In elections where the number of eligible nominees at the close of the nomination period isequal to or less than the number of positions for Directors that will become vacant at the closeof the next annual general meeting, then the eligible nominees are deemed to be elected byacclamation and no vote will be required.

CAN_DMS: \150708443\116Election by Secret Ballot
In elections where there are more eligible nominees than vacant positions for Directors at theclose of the nomination period, election will be by secret ballot and the following rules apply:(a)the secret ballot may be conducted by written ballot or Electronic Means, either
at or prior to the annual general meeting, all at the discretion of the Board;(b)ballots will be sent or otherwise made accessible to all Members in goodstanding;(c)each ballot will include the name of each eligible nominee and the number ofvacancies to be filled;(d)no Member will vote for more Directors than the number of vacant positions. Anyballot will be deemed to be void if it records votes for more nominees than there
are vacant positions;(e)ballots will be counted following the close of the election period by scrutineers
appointed by the Board;(f)nominees will be deemed to be elected in order of those nominees receiving themost votes;(g)in the event of a tie between two (2) or more eligible nominees for the final
vacant position, the scrutineers will place one (1) ballot marked for each tiednominee into a suitable container and the Chair will draw one (1) ballot from thecontainer at random, and the selected nominee will be elected to the final vacant
position; and(h)the results of an election by secret ballot will be announced to all Members
following the counting of the ballots.
Nomination and Election Policies

The Board may establish, by Board Resolution from time to time, such additional policies andprocedures related to the nomination and election of Directors as it determines necessary or
prudent for the Society, provided that no such policy and procedure is valid to the extent that it
is contrary to the Act or these Bylaws.
9. POWERS AND RESPONSIBILITIES OF THE BOARD
Powers of Directors
The Board may exercise all such powers and do all such acts and things as the Society may
exercise and do, and which are not by these Bylaws or by statute or otherwise lawfully directedor required to be exercised or done by the Members in General Meeting, but neverthelesssubject to the provisions of:(a)all laws affecting the Society; and(b)these Bylaws and the Constitution.

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17Without limiting the generality of the foregoing, the Board will have the power to makeexpenditures, including grants, gifts and loans, whether or not secured or interest-bearing, infurtherance of the purposes of the Society. The Board will also have the power to enter into trust
arrangements or contracts on behalf of the Society in furtherance of the purposes of theSociety.
Duties of Directors
Pursuant to the Act, every Director will:(a)

act honestly and in good faith with a view to the best interests of the Society;(b)

exercise the care, diligence and skill that a reasonably prudent individual would
exercise in comparable circumstances;(c)

act in accordance with the Act and the regulations thereunder; and(d)subject to paragraphs 9.2(a) to 9.2(c), act in accordance with these Bylaws.

Without limiting paragraphs 9.2(a) to 9.2(d), a Director, when exercising the powers andperforming the functions of a Director, must act with a view to the purposes of the Society.
Policies and Procedures
The Board may establish such rules, regulations, policies or procedures relating to the affairs of
the Society as it deems expedient, provided that no rule, regulation, policy or procedure is valid
to the extent that it is inconsistent with the Act, the Constitution or these Bylaws.
Remuneration of Directors and Officers and Reimbursement of Expenses
A Director is not entitled to receive, and shall not receive, any remuneration from the Society for
acting as a Director. However, a Director may be reimbursed by the Society for all expenses
necessarily and reasonably incurred by them while engaged in the affairs of the Society, in
accordance with such policies as may be established from time to time.
Investment of Property and Standard of CareIn accordance with the Act, if the Board is required to invest funds on behalf of the Society, theBoard may invest the property of the Society in any form of property or security in which a
prudent investor might invest. The standard of care required of the Directors is that they will
exercise the care, skill, diligence and judgment that a prudent investor would exercise in making
investments in light of the purposes and distribution requirements of the Society. The Board
may establish further policies related to the investment of the Society’s funds and property,
provided that such policies are not contrary to the Act or these Bylaws.
Investment Advice
The Directors may obtain advice with respect to the investment of the property of the Society
and may rely on such advice if a prudent investor would rely upon the advice in comparable
circumstances.

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18Delegation of Investment Authority to AgentThe Directors may delegate to a stockbroker, investment dealer, or investment counsel the
degree of authority with respect to the investment of the Society’s property that a prudent
investor might delegate in accordance with ordinary business practice.
10. PROCEEDINGS OF THE BOARD
Board Meetings
Meetings of the Board may be held at any time and place determined by the Board. The Board
shall meet at least (6) times per year.
Regular Meetings
The Board may decide to hold regularly scheduled meetings to take place at dates and times
set in advance by the Board. Once the schedule for regular meetings is determined and noticegiven to all Directors, no further notice of those meetings is required to be provided to a Director
unless:(a)that Director was not in office at the time notice of regular meetings wasprovided; or(b)the date, time or place of a regular meeting has been altered.
Ad Hoc Meetings

The Board may hold an ad hoc meeting in any of the following circumstances:(a)at the call of the Chair; or(b)

by request of any two (2) or more Directors.
Notice of Board Meetings

At least two (2) days’ notice will be sent to each Director of a board meeting.
However, no formal notice will be necessary if all Directors were present at the preceding
meeting when the time and place of the meeting was decided or are present at the meeting or
waive notice thereof in writing or give a prior verbal waiver to the Secretary.
For the purposes of the first meeting of the Board held immediately following the election of a
Director or Directors conducted at a General Meeting, or for the purposes of a meeting of theBoard at which a Director is appointed to fill a vacancy in the Board, it is not necessary to givenotice of the meeting to the newly elected or appointed Director or Directors for the meeting to
be properly constituted.
If a meeting of the Board will permit participation by Electronic Means, the notice of that meetingmust inform Directors and other participants (if any) that they may participate by Electronic
Means.

CAN_DMS: \150708443\119Attendance at Board Meetings
Every Director is entitled to attend each meeting of the Board.
No other Person is entitled to attend meetings of the Board, but the Board, by Board Resolution,
may invite any Person or Persons to attend one or more meetings of the Board as advisors,observers or guests.
Participation by Electronic Means
The Board may determine, in its discretion, to hold any meeting or meetings of the Board inwhole or in part by Electronic Means.
When a meeting of the Board is conducted by Electronic Means, the Society must takereasonable steps to ensure that all participants are able to communicate and participate in themeeting.
QuorumQuorum for meetings of the Board will be a majority of the Directors currently in office.
Director Conflict of Interest
A Director who knows, or reasonably ought to know that they have a direct or indirect materialinterest in a contract or transaction (whether existing or proposed) with the Society, or a matterfor consideration by the Directors:(a)will be counted in the quorum at a meeting of the Board at which the contract,transaction or matter is considered;(b)will disclose fully and promptly the nature and extent of their interest in thecontract, transaction or matter;(c)is not entitled to vote on the contract, transaction or matter;(d)will absent himself or herself from the meeting or portion thereof:

(e)

(i)

at which the contract, transaction or matter is discussed, unless requestedby the Board to remain to provide relevant information; and(ii)

in any case, during the vote on the contract, transaction or matter; andrefrain from any action intended to influence the discussion or vote.

The Board may establish further policies governing conflicts of interest of Directors and others,
provided that such policies must not contradict the Act or these Bylaws.
Chair of Meetings
The Chair (or, in the absence or inability of the Chair, the Vice-Chair) will, subject to a Board
Resolution appointing another Person, preside as chairperson at all meetings of the Board.

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20
If at any meeting of the Board the Chair, Vice-Chair or such alternate Person appointed by a
Board Resolution, if any, is not present within fifteen (15) minutes after the time appointed forthe meeting or requests that they not chair that meeting, the Directors present may choose oneof their number to preside as chairperson at that meeting.
Alternate Chair
If the Person presiding as chairperson of a meeting of the Board wishes to step down aschairperson for all or part of that meeting, they may designate an alternate to chair suchmeeting or portion thereof, and upon such designated alternate receiving the consent of amajority of the Directors present at such meeting, they may preside as chairperson.
Chair to Determine Procedure
In the event of any doubt, dispute or ambiguity in relation to procedural matters or parliamentary
process at a meeting of the Board, the person presiding as chairperson will have the authority tointerpret and apply such rules of order as the meeting has adopted, if any, and determine
matters in accordance with those rules, as well as the Act and these Bylaws.
Minutes of Board Meetings
The Secretary or such other Person designated by the Board will ensure that minutes are taken
for all meetings of the Board.
11. DECISION MAKING AT BOARD MEETINGS
Passing Resolutions and Motions
Any issue at a meeting of the Board which is not required by the Act, these Bylaws or such rulesof order as may apply to be decided by a resolution requiring more than a simple majority will bedecided by Board Resolution.
Resolution in Writing
A Board Resolution may be in two or more counterparts which together will be deemed toconstitute one resolution in writing. Such resolution will be filed with minutes of the proceedingsof the Board and will be deemed to be passed on the date stated therein or, in the absence ofsuch a date being stated, on the latest date stated on any counterpart.
Entitlement to Vote
Subject to Section 10.8, each Director is entitled to one (1) vote on all matters at a meeting ofBoard. No other Person is entitled to a vote at a meeting of the Board.
Procedure for Voting
Except where expressly provided for in these Bylaws, voting on matters at a meeting of theBoard may occur by any one or more of the following mechanisms, in the discretion of the
Chair:

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(a)

by show of hands;(b)by written ballot;(c)by roll-call vote or poll; or(d)by Electronic Means.

On the request of any two (2) or more Directors, a vote will be conducted by written ballot orother means whereby the tallied votes can be presented anonymously, in such a way that it is
impossible for the assembly to discern how a given Director voted.
12. OFFICERS
Officers
The officers of the Society are the Chair, one or more Vice-Chairs, Secretary and Treasurer,
together with such other officers, if any, as the Board, in its discretion, may create. All officers
must be Directors.
The Board may, by Board Resolution, create, alter and remove such other offices of the Society
as it deems necessary and determine the duties and responsibilities of all officers. Directors
who do not hold an office are Directors-at-large.
Election of Officers
At each meeting of the Board immediately following an annual general meeting, the Board will
elect the officers.
Term of Officer
The term of office for each officer will be one (1) year, commencing on the date the Director iselected as an officer in accordance with Section 12.2 and continuing until the first meeting of theBoard held after the next following annual general meeting. A Director may be elected as an
officer for consecutive terms.
Removal of Officers
A Person may be removed as an officer by Board Resolution and will then be a Director-atlarge.
Replacement
Should the Chair or any other officer for any reason be unable to complete their term, the Board
will remove such officer from their office and will elect a replacement without delay.
Duties of Chair
The Chair will supervise the other officers in the execution of their duties and will preside at all
meetings of the Society and of the Board.

CAN_DMS: \150708443\122Duties of Vice-Chair
The Vice-Chair will assist the Chair in the performance of their duties and will, in the absence of
the Chair, perform those duties. The Vice-Chair will also perform such additional duties as may
be assigned by the Board.
Duties of Secretary
The Secretary will be responsible for making the necessary arrangements for:(a)the issuance of notices of meetings of the Society and the Board;(b)the keeping of minutes of all meetings of the Society and the Board;(c)the custody of all records and documents of the Society, except those required to
be kept by the Treasurer;(d)the maintenance of the register of Members; and(e)the conduct of the correspondence of the Society.
Duties of Treasurer

The Treasurer will be responsible for making the necessary arrangements for:(a) the keeping of such financial records, reports and returns, including books ofaccount, as are necessary to comply with the Act and the Income Tax Act; and(b)

the rendering of financial statements to the Directors, Members and others, whenrequired.
Absence of Secretary at Meeting

If the Secretary is absent from any General Meeting or meeting of the Board, the Directors
present will appoint another Person to act as secretary at that meeting.
Combination of Offices of Secretary and Treasurer
The offices of Secretary and Treasurer may be held by one Person who will be known as the
Secretary-Treasurer.
13. EXECUTIVE DIRECTOR
Appointment of Executive Director
The Board may, by Board Resolution, appoint a Person qualified in accordance with the Act as
Executive Director. The Board is responsible to set the duties and responsibilities of the
Executive Director, and to supervise the Executive Director in the performance of their duties.
Removal of Executive Director
A Person may be removed as Executive Director by Board Resolution.

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14. INDEMNIFICATION
Indemnification of Directors and Eligible Parties
To the extent permitted by the Act, each Director and eligible party (as defined by the Act) will
be indemnified by the Society against all costs, charges and expenses, including legal and otherfees, actually and reasonably incurred in connection with any legal proceeding or investigative
action, whether current, threatened, pending or completed, to which that Person by reason of
their holding or having held authority within the Society:(a)is or may be joined as a party to such legal proceeding or investigative action; or(b)is or may be liable for or in respect of a judgment, penalty or fine awarded or
imposed in, or an amount paid in settlement of, such legal proceeding orinvestigative action.
Purchase of Insurance

The Board may direct that the Society purchase and maintain insurance for the benefit of any or
all Directors, officers, employees or agents against personal liability incurred by any such
Person as a Director, officer, employee or agent.
15. COMMITTEES
Creation and Delegation to Committees
The Board may create such standing and ad hoc committees, as may from time to time berequired. Any such committee will limit its activities to the purpose or purposes for which it isappointed and will have no powers except those specifically conferred by Board Resolution.
The Board may delegate any, but not all, of its powers to committees which may be in whole orin part composed of Directors as it thinks fit.
Standing and Special Committees
Unless specifically designated as a standing committee, a committee is deemed to be a special
committee or an ad hoc committee and any special committee so created must be created for a
specified time period.
A special committee or an ad hoc committee will automatically be dissolved upon the earlier ofthe following:(a)the completion of the specified time period; or(b)the completion of the task for which it was created.
Terms of Reference

In the event the Board decides to create a committee, it must establish terms of reference forsuch committee. A committee, in the exercise of the powers delegated to it, will conform to any

CAN_DMS: \150708443\124rules that may from time to time be imposed by the Board in the terms of reference or otherwise,
and will report every act or thing done in exercise of those powers at the next meeting of theBoard held after it has been done, or at such other time or times as the Board may determine.
Meetings
The members of a committee may meet and adjourn as they think proper and meetings of thecommittees will be governed by the rules set out in these Bylaws governing proceedings of theBoard, with the necessary changes having been made to ensure that the language makes
sense in the context.
16. EXECUTION OF INSTRUMENTS
Seal
The Society may have a corporate seal but will not use the seal for the purpose of executing
documents.
Execution of Instruments
Contracts, documents or instruments in writing requiring execution by the Society may besigned as follows:(a)in the manner directed by the Board from time to time by Board Resolution;(b)in the absence of such Board Resolution, by the Chair, together with one (1)other Director, or(c)in the event that the Chair is unavailable, by any two (2) Directors,

and all contracts, documents and instruments in writing so signed will be binding upon theSociety without any further authorization or formality.
For greater certainty, the Board will have power from time to time by Board Resolution toappoint any officer or officers, or any Person or Persons, on behalf of the Society to sign
contracts, documents and instruments in writing generally or to sign specific contracts,
documents or instruments in writing.
Signing Officers
The Board will, from time to time by Board Resolution, appoint signing officers who are
authorized to sign cheques and all banking documents on behalf of the Society.
17. FINANCIAL MATTERS AND REPORTING
Accounting Records
The Society will maintain such financial and accounting records and books of account as are
required by the Act and applicable laws.

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Borrowing Powers
In accordance with the Act, and in order to carry out the purposes of the Society, the Board
may, on behalf of and in the name of the Society, raise, borrow or secure the payment or
repayment of money in any manner it decides, including the granting of guarantees, and inparticular, but without limiting the foregoing, by the issue of debentures.
When Audit Required
The Society is not required to be audited. However, the Society will conduct an audit or review
of its annual financial statements if:(a)the Directors determine to conduct an audit or review engagement by Board
Resolution; or(b)

the Members require the appointment of an auditor by Ordinary Resolution,in which case the Society will appoint an auditor qualified in accordance with Part 9 of the Act
and these Bylaws.
Appointment of Auditor at Annual General Meeting
If the Society determines to conduct an audit, an auditor will be appointed at an annual general
meeting to hold office until such auditor is reappointed at a subsequent annual general meetingor a successor is appointed in accordance with the procedures set out in the Act or until theSociety no longer wishes to appoint an auditor.
Vacancy in Auditor
Except as provided in Section 17.7, the Board will fill any vacancy occurring in the office ofauditor and an auditor so appointed will hold office until the next annual general meeting.
Removal of Auditor
An auditor may be removed and replaced by Ordinary Resolution in accordance with theprocedures set out in the Act.
Notice of Appointment
An auditor will be promptly informed in writing of such appointment or removal.
Auditor’s Report
The auditor, if any, must prepare a report on the financial statements of the Society inaccordance with the requirements of the Act and applicable law.
Participation in General Meetings
The auditor, if any, is entitled in respect of a General Meeting to:

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26
(a)

receive every notice relating to a meeting to which a Member is entitled;(b)attend the meeting; and(c)to be heard at the meeting on any part of the business of the meeting that deals
with the auditor’s duties or function.

An auditor who is present at a General Meeting at which the financial statements are consideredmust answer questions concerning those financial statements, the auditor’s report, if any, andany other matter relating to the auditor’s duties or function.
18. NOTICE GENERALLY
Method of Giving Notice
Except as otherwise provided in these Bylaws, a notice may be given to a Member or a Director
either personally, by delivery, courier or by mail posted to such Person’s Registered Address,
or, where a Member or Director has provided a fax number or e-mail address, by fax or e-mail,respectively.
When Notice Deemed to have been Received
A notice sent by mail will be deemed to have been given on the day following that on which thenotice was posted. In proving that notice has been given, it is sufficient to prove the notice wasproperly addressed and put in a Canadian Government post office receptacle with adequate
postage affixed, provided that if, between the time of posting and the deemed giving of thenotice, a mail strike or other labour dispute which might reasonably be expected to delay thedelivery of such notice by the mails occurs, then such notice will only be effective when actually
received.
Any notice delivered personally, by delivery or courier, facsimile, or electronic mail will bedeemed to have been given on the day it was so delivered or sent.
Days to be Counted in Notice
If a number of days’ notice or a notice extending over any other period is required to be given,
the day the notice is given or deemed to have been given and the day on which the event for
which notice is given will not be counted in the number of days required.
19. MISCELLANEOUS
Inspection of Documents and Records
The documents and records of the Society, including the financial and accounting records andthe minutes of General Meetings, committee meetings and meetings of the Board, will be open
to the inspection of any Director at reasonable times and on reasonable notice.
A Member is entitled, upon providing not less than fourteen (14) days’ notice in writing to theSociety, to inspect any of the following documents and records of the Society at the Address of
the Society during the Society’s normal business hours:

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27
(a)

the Constitution and these Bylaws, and any amendments thereto;(b)

the statement of directors and registered officers of the Society;(c)minutes of any General Meeting, including the text of each resolution passed at
the meeting;(d)resolutions of the Members in writing, if any;(e)annual financial statements relating to a past fiscal year that have been received
by the Members in a General Meeting;(f)

the register of Directors;(g)

the register of Members;(h)the Society’s certificate of incorporation, and any other certificates, confirmations
or records furnished to the Society by the Registrar;(i)copies of orders made by a court, tribunal or government body in respect of theSociety;(j)

the written consents of Directors to act as such and the written resignations of
Directors; and(k)the disclosure of a Director or of a senior manager regarding a conflict of interest.

Except as expressly provided by statute or at law, a Member will not be entitled or have the rightto inspect any other document or record of the Society. However, subject to such policies as theBoard may establish, a Member in good standing may request, in writing delivered to the
Address of the Society, to inspect any other document or record of the Society and the Board
may allow the Member to inspect the document or a copy thereof, in whole or in part andsubject to such redaction as the Board deems necessary, all in the Board’s sole discretion.
Copies of documents which a Member is allowed to inspect may be provided on request by theMember for a fee to be determined by the Board, provided such fee does not exceed the limitsprescribed in the Act.
Right to become Member of other Society
The Society will have the right to subscribe to, become a member of, and cooperate with anyother society, corporation or association whose purposes or objectives are in whole or in part
similar to the Society’s purposes.
Distribution on Dissolution
Upon the dissolution or liquidation of the Society, and subject to the Societies Act, the moneyand other property of the Society remaining after the payment or discharge of the debts andliabilities of the Society (including expenses incurred in the dissolution or winding-up of theSociety) will be distributed to one or more qualified donees, as defined under the Income Tax
Act, with purposes similar to one or more purposes of the Society, as determined by Ordinary
Resolution or, if in accordance with the Act the passing of an Ordinary Resolution is not
feasible, as determined by Board Resolution.

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20. BYLAWS
Entitlement of Members to copy of Constitution and Bylaws
On being admitted to membership, each Member is entitled to, and upon request the Society
will provide him or her with, access to a copy of the Constitution and these Bylaws.
Special Resolution required to Alter Bylaws
These Bylaws will not be altered except by Special Resolution.
Effective Date of Alteration
Any alteration to the Bylaws or Constitution will take effect on the date the alteration application
is filed with the Registrar in accordance with the Act.

THESE BYLAWS ADOPTED BY SPECIAL RESOLUTION DATED: JANUARY 28, 2023

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