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859483.v5
GENERAL BY-LAW NO. 1
being a by-law relating generally
to the conduct of the affairs of
SOUTHWEST ONTARIO ECONOMIC ASSEMBLY INC.
I N D E X
SECTION NO. TITLE
ONE INTERPRETATION
TWO BUSINESS OF THE CORPORATION
THREE MEMBERSHIP
FOUR MEETING OF MEMBERS
FIVE QUALIFICATION AND ELECTION OF DIRECTORS
SIX MEETINGS OF DIRECTORS
SEVEN OFFICERS
EIGHT PROTECTION OF DIRECTORS, OFFICERS AND OTHERS
NINE EXECUTIVE COMMITTEE
TEN STANDING AND SPECIAL COMMITTEE
ELEVEN AUDITORS
TWELVE NOTICES
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BE IT ENACTED as a by-law of SOUTHWEST ONTARIO ECONOMIC ASSEMBLY
INC. (hereinafter called the “Corporation”) as follows:
SECTION 1
INTERPRETATION
1.1 Definitions
In this by-law and all other by-laws and special resolutions of the Corporation,
unless the context otherwise requires:
(a) “Act” means the Corporations Act (Ontario) and the Not for Profit Corporation
Act (Ontario) and any act that may be substituted therefor, as from time to time
amended.
(b) “Articles of Incorporation” means the Letters Patent of the Corporation.
(c) “Authorized Representative” means an individual who is authorized to
represent and vote on behalf of a Member of the Corporation as described in
Section 4 of this By-law.
(d) “Board” means the board of directors of the Corporation.
(e) “By-laws” means this By-law and all other by-laws and special by-laws of the
Corporation from time to time in force and effect.
(f) “Executive” or “Executive Committee” shall mean the Executive Committee
appointed pursuant to this By-Law.
(g) “Letters Patent” means the letters patent of the Corporation, as from time to time
amended and supplemented by supplementary letters patent, or articles of
amendment, (also known as Articles of Incorporation pursuant to the Not for
Profit Corporation Act (Ontario)).
(h) “Meeting of Members” means an annual or general or special general meeting of
Members.
(i) “Person” means all those individuals and entities referred to in 1.2 below.
(j) “Recorded Address” means, in the case of a member, its address as recorded in
the register of members and, in the case of a director, officer or auditor of the
Corporation, or any other person, his or her address as recorded in the records of
the Corporation (and where no address is so recorded, then the last address of
such director, officer or auditor known to the Secretary of the Corporation).
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(k) “Separated City” means an incorporated city which is a single tier municipality
located within Southwest Ontario, being Brantford, Guelph, London, St. Marys,
St. Thomas, Stratford, Windsor, and “Separated Cities” means more than one
such Separated City.
(l) “Signing Officer” means, in relation to any instrument, any person authorized to
sign the same on behalf of the Corporation by Section 2.7 of this By-law or by a
resolution passed pursuant thereto.
(m) "Southwest Ontario" means the geographical areas encompassing the following:
Brant County, Bruce County, Municipality of Chatham-Kent, Elgin County,
Essex County, Grey County, Haldimand County, Huron County, Lambton County,
Middlesex County, Norfolk County, Oxford County, Perth County, Regional
Municipality of Waterloo, Wellington County and such additional counties or
regional municipalities as the Board may add to the definition of Southwest
Ontario, pursuant to a resolution passed by the Board.
Save as aforesaid, words and expressions defined in the Act have the same meanings when used
herein.
1.2 General
In this By-law and all other by-laws and resolutions of the Corporation, the word
“person” shall include individuals, proprietorships, partnerships, corporations, trusts,
unincorporated organizations, governmental bodies and other legal entities and words importing
the singular number or the masculine gender shall, unless the context otherwise requires, include
the plural or the feminine or neuter genders, as the case may be, and vice versa.
SECTION 2
BUSINESS OF THE CORPORATION
2.1 Head Office
Subject to change by resolution of the Board, the head office of the Corporation
shall be situated in Southwest Ontario, in the Province of Ontario, and at such place therein as
the Board shall from time to time by resolution determine. The Board may establish such other
offices as the affairs of the Corporation may require.
2.2 Goals of the Corporation
To act as an advocate on issues that effect economic development in Southwest
Ontario.
To pursue opportunities for cooperative marketing, and the development of
strategies for Southwest Ontario in conjunction with public and private sector
agencies, involved in economic development.
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To increase the Southwest Ontario share of direct investment and develop
economic activity.
2.3 Objects of the Corporation
To co-operatively promote the competitive advantages and business opportunities
in the counties and regions of Southwest Ontario and to raise the profile of the Southwest Ontario
Area as a world class business location in order to expand the economy of the region, and such
other complementary purposes not inconsistent with these objects.
2.4 Financial Year
Unless otherwise ordered by the Board, the financial year of the Corporation shall
terminate on the 31st
day of December in each year.
2.5 Banking Arrangements
The banking business of the Corporation, or any part thereof, shall be transacted
with such bank or banks or trust company or trust companies as the Board may by resolution
from time to time determine. All such banking business, or any part thereof, shall be transacted
on the Corporation’s behalf by such officer(s) and/or other person(s) as the Board may by
resolution from time to time determine.
2.6 Voting Shares and Securities in other Companies
All of the shares or other securities carrying voting rights of any other company or
companies held from time to time by the Corporation may be voted at any and all meetings of
shareholders, bondholders, debenture holders, debenture stockholders or holders of other
securities (as the case may be) of such other company or companies and in such manner and by
such person or persons as the Board shall from time to time determine. Notwithstanding the
foregoing, the proper signing officers of the Corporation may also from time to time execute and
deliver for and on behalf of the Corporation proxies and/or arrange for the issuance of voting
certificates and/or other evidences of the right to vote in such names as they may determine
without the necessity of a resolution or other action by the Board.
2.7 Execution of Instruments
Contracts, documents or instruments in writing requiring the signature of the
Corporation may be signed by any two officers, by one officer and one director, or by any two
members of the Executive Committee of the Board consistent with the authority levels
established by the Board. All contracts, documents and instruments in writing so signed shall be
binding upon the Corporation without any further authorization or formality. The Board shall
have power from time to time by resolution to appoint any officer or officers or other Person or
Persons to sign and deliver on behalf of the Corporation either contracts, documents and
instruments in writing generally or specific contracts, documents or instruments in writing.
The term “contracts, documents or instruments in writing” as used in this By-law
shall include deeds, mortgages, hypothecs, charges, conveyances, transfers and assignments of
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property, real or personal, immovable or movable, agreements, releases, receipts and discharges
for the payment of money or other obligations, conveyances, transfers and assignments of shares,
stocks, bonds, debentures or other securities and all paper writings.
In particular, without limiting the generality of the foregoing, the Secretary
together with the President shall have authority to sell, assign, transfer, exchange, convert or
convey any and all shares, stocks, bonds, debentures, rights, warrants or other securities owned
by or registered in the name of the Corporation and to sign and deliver all assignments, transfers,
conveyances, powers of attorney and other instruments that may be necessary for the purpose of
selling, assigning, transferring, exchanging, converting or conveying any such shares, stocks,
bonds, debentures, rights, warrants or other securities.
SECTION 3
MEMBERSHIP
3.1 Composition of Membership
All members must be admitted as such resolution of the Board. Membership in
the Corporation shall consist of the following two categories:
(a) Municipal Members, being “Upper Tier” and “Single Tier” (as defined in the
Municipal Act 2001) municipal corporations within Southwest Ontario; and
(b) Non-Municipal Members, composed of the following:
i. business corporations,
ii. not-for-profit corporations,
iii. educational institutions, and
iv. other formally organized associations and “Persons” except that
individuals and non-municipal governments shall not be eligible for
membership in the Corporation.
3.2 Voting Members
All Members of the Corporation shall be voting Members. Each Member shall
have one (1) vote to be exercised by its Authorized Representative appointed in
accordance with sub-section 3.9 of this By-law.
3.3 Qualifications of Members
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(a) Each of the Counties and Regional Municipalities in Southwest Ontario and each
of the Separated Cities shall be eligible to be a Municipal Member. Notwithstanding the
foregoing, a Separated City or Separated Cities, located geographically within a County or
Regional Municipality, may choose, upon prior approval by resolution of the Board, to combine
together as one Member.
(b) Non-Municipal Members shall be legal entities, as aforesaid, which have an
interest in the objectives of the Corporation. No Non-Municipal Member shall be admitted as
Member of the Corporation unless its admission has the prior approval of the Board by resolution
(c) The Executive Committee may from time to time by resolution prescribe such
forms of application for Membership as it shall deem appropriate in the circumstances for
Municipal and/or Non-Municipal Members.
3.4 Memberhip Dues
The Board may from time to time establish Membership dues payable by
Municipal Members and Membership dues payable by Non-Municipal Members, or a scale of
annual membership dues as deemed appropriate by the Board. Members shall be notified in
writing of any dues payable by them and the time for payment. If such dues are not paid within
the time set out within such written notice, the Board may remove a Member in default of
payment, terminating or suspending Membership in the Corporation by resolution of the Board.
3.5 Non-Transferability of Membership
Memberships in the Corporation are not transferable or assignable, but may be
continued by a successor entity following an amalgamation or continuance of a Member by a
legal process effective in Ontario.
3.6 Resignation
Any Member may withdraw or resign its membership in the Corporation at any
time by giving written notice to that effect to the Secretary of the Corporation.
3.7 Termination of Member
Membership in the Corporation shall automatically terminate if the Member is
wound up, dissolved or becomes insolvent, whether voluntarily or by order of the Court or
otherwise, or if the Member ceases to carry on any activities for more than twelve (12)
consecutive months, or if the existence of the Member is terminated for any reason whatsoever.
Provided, however, if a Member is amalgamated with or continued with another municipality,
corporation, or other organized entity, the amalgamated or continued entity shall continue as a
Member.
3.8 Removal of Member
Any Member of the Corporation may be removed as a Member by resolution of
the Board.
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3.9 Appointment of Authorized Representative
Each Member of the Corporation shall file with the Secretary of the Corporation
an instrument in writing appointing an individual to act as its authorized representative
("Authorized Representative").
The individual so appointed as Authorized Representative for the Member shall be entitled to
represent, and specifically be entitled to vote on behalf of, such Member at all Meetings of
Members, to sign waiver instruments and, where applicable, resolutions for and on behalf of such
Member.
3.10 Replacement of Authorized Representative
A Member may at any time by notice in writing filed with the Secretary of the
Corporation remove and/or replace any Authorized Representative previously appointed by such
Member. No such removal and/or replacement by a Member shall be effective until said written
notice has been served upon the Corporation in the manner provided in this By-Law.
A Member contemplating removal of its Authorized Representative or appointment of a
replacement Authorized Representative should consider the relevance of Section 5 of this By-
law, including the qualifications, eligibility and term of office restrictions for directors of the
Corporation.
SECTION 4
MEETINGS OF MEMBERS
4.1 Place and Time of Meetings
Meetings of Members shall be held at such place within Southwest Ontario on
such day and at such time as the Board of Directors or the Chairman of the Board may from time
to time determine. Members of the Corporation, who hold at least ten percent (10%) of the votes
that may be cast at a Meeting of Members, may requisition the Board to call a meeting for the
purpose stated in such Members’ requisition. If the directors do not call a meeting within
twenty-one (21) days after receiving the requisition, any Member who signed the requisition may
call the Meeting and initiate notice of same.
4.2 Annual Meeting
At every Annual Meeting of Members, in addition to any other business that may
be transacted, the report of the directors, the financial statements as approved by the directors, a
report of the auditors and reports of standing committees shall be presented to the Members, and
directors shall be elected and auditors appointed for the ensuing year.
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4.3 Notice of Meeting
No public notice or advertisement of Meetings of Members shall be required, but
notice of the time and place of every such meeting and, in the case of a special general meeting,
the general nature of business to be transacted at such meeting, shall be given to each Member in
the manner provided in Section 12 of this By-law, not less than ten (10) nor more than fifty (50)
days before the time fixed for holding such meeting; provided that any Meeting of Members may
be held at any time and place without notice if all Members of the Corporation are present or
represented by proxy thereat, or if all those Members absent waive notice thereof or signify their
consent in writing to such meeting being held.
The auditors of the Corporation are entitled to receive all communications relating
to any Meeting of Members.
4.4 Waiver of Notice
Notice of any meeting or any irregularity in any meeting, or in the notice thereof,
may be waived by any Member or by the auditor of the Corporation.
4.5 Chairman
The Chairman of the Board, if present, shall be chairman of any Meeting of
Members. If the Chairman is not present, then the Vice-Chair shall chair the meeting. If the
Corporation has no such officer or if he or she is not present within fifteen minutes (15) from the
time fixed for holding the meeting, the Members present at any Meeting of Members shall
choose one of their number to be chairman of the meeting.
4.6 Quorum
A quorum for the transaction of business at any Meeting of Members shall consist
of:
(i) a majority of the Municipal Members, present by Authorized Representatives
in attendance or represented by proxy; together with
(ii) not less than ten percent (10%) of the Non-Municipal Members, present by
Authorized Representative in attendance or represented by proxy.
4.7 Voting
(a) Every question to be decided at a Meeting of Members shall be decided in the first
instance by a show of hands and, unless a poll be demanded, a declaration by the chairman of the
Meeting that a resolution has been carried or not carried and an entry to that effect in the minutes
of the Corporation shall be admissible in evidence as prima facie proof of the fact without proof
of the number or proportion of the votes accorded in favour of or against such resolution. A
Member may demand a poll at any time and, unless such demand is withdrawn, such poll shall be
taken in such manner as the chairman shall direct.
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(b) Subject to the provisions of the Act and the By-laws, at all Meetings of Members
every question shall be decided by a majority of the votes cast on the question, and in case of an
equality of votes, the chairman of the Meeting shall have a second or casting vote.
4.8 Adjournment
Any Meeting of Members may be adjourned at any time or from time to time and
where the meeting is adjourned for less than thirty days (30) no notice of such adjourned meeting
need be given to Members. Any business may 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.
4.9 Proxies
(a) Votes at a Meeting of Members may be given by the Member’s Authorized
Representative either in person or by proxy. At every meeting at which a Member is entitled to
vote, every individual appointed by proxy to represent a Member’s Authorized Representative
shall exercise a proxy for only one Member. The proxy holder must be present in person and
shall have one vote.
(b) A proxy appointment shall be documented and executed by the Authorized
Representative of the Member, in writing or in such other manner as may be satisfactory to the
Secretary of the Corporation. A proxy may be required to be in a form prescribed by the
Secretary of the Corporation and approved by the Executive Committee.
(c) The proxy shall cease to be valid at the close of the meeting for which it was
specifically granted or, if non-specific, one year from the date the proxy was executed. The
proxy may contain a revocation of a former proxy and/or restrictions, limitations or instructions
as to the manner in which the proxyholder is to vote. At any time the Member granting a proxy
may revoke same in writing, or by the Member’s Authorized Representative attending the
Meeting in person.
(d) The Board may from time to time make regulations regarding the lodging of
proxies at some place or places other than the place at which a Meeting or adjourned Meeting of
Members is to be held and for particulars of such proxies to be sent by facsimile or in writing,
before the Meeting or adjourned Meeting, to the Corporation or to any agent of the Corporation
for the purpose of receiving such particulars and providing that proxies so lodged may be voted
upon as though the proxies themselves were produced at the meeting, or stipulating what proxies
shall be valid and shall be counted. The chairman of any Meeting of Members may, subject to
any regulations made as aforesaid, in the chairman’s discretion, accept facsimile or written
communication as to the authority of any individual claiming to vote on behalf of and to
represent a Member’s Authorized Representative notwithstanding that no proxy conferring such
authority has been lodged with the Corporation, and any votes given in accordance with such
facsimile or written communication accepted by the chairman of the Meeting shall be valid and
shall be counted.
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SECTION 5
QUALIFICATION, APPOINTMENT AND ELECTION OF DIRECTORS
5.1 General
The affairs of the Corporation shall be managed by its Board of Directors.
5.2 Number, Election and Term of Office
(a) Unless determined otherwise by amendment of the Letters Patent or Articles of
Incorporation, the Members shall by resolution empower the Board to determine
and set by resolution the number of directors of the Corporation. A decrease in
the number of directors shall not shorten the term of an incumbent director.
(b) Subject to increase or decrease in such number by Board resolution, the Board
shall consist of thirty (30) directors, of whom a majority of the said full Board
number shall constitute a quorum for the transaction of business. In the event of
vacancies, a lesser number of directors may act as the Board if constituting a
quorum.
(c) Upon adoption of this By-Law by resolution of the Members, all directors serving
on the Board at the time of such resolution shall be eligible to continue to serve
for the remainder of their current terms until the normal expiry of their respective
terms as directors, and to subsequently be re-appointed or re-elected, as the case
may be, if they otherwise remain eligible and qualified to serve as directors.
(d) The full term of each director position shall be two (2) years with fifty percent
(50%) of such positions expiring at the Annual Meeting of Members in each
alternate year. Directors elected/appointed to fill a vacancy shall serve only until
the end of the unexpired term of the person they are replacing. Terms for
additional director positions expanding the Board shall initially be set with expiry
times that will maintain the pattern of 50% (plus or minus 1 in the event the total
of director positions is not an even number),of normal terms expiring alternately
at the annual meetings in each future year.
(e) No director may serve more than three (3) consecutive terms, (6 consecutive years
if all 3 terms served are normal 2 year terms).
(f) The election of a director(s) may be by a show of hands unless a ballot be
demanded by any Member.
(g) Notwithstanding (c), (d) and (e) of this Sub-section 5.2, the President’s term of
service as a director shall continue for so long as he or she remains the President
of the Corporation.
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5.3 Qualification
Every director shall be eighteen or more years of age and no director shall be a
salaried employee of the Corporation, (except for the President), an undischarged bankrupt or a
mentally incompetent person. Other than the President, every director at the time of his or her
election, or appointment or within ten (10) days after election or appointment, and throughout his
or her term of office shall be an Authorized Representative designated by a Member of the
Corporation, duly authorized in accordance with the provisions of this By-law and with the
procedural requirements of the Member corporation/entity.
5.4 Appointed and Elected Directors
a) Each individual appointed pursuant to Sub-Section 3.9 of this By-law to act as
an Authorized Representative for a Municipal Member of the Corporation
shall, by virtue of that appointment, be a director of the Corporation and may
serve as such for up to three (3) terms on the Board in accordance with the
provisions of this By-law. Subject to other qualifications stated in this By-
Law and subject to the restrictions on the number of consecutive terms, as
stated above in this Section, such a director shall continue to serve term(s) on
the Board of Directors for so long as he or she continues to be the Authorized
Representative designated by such Municipal Member. Although these
directors are not required to be elected at the Annual Meeting, the Members
may by resolution acknowledge the Municipal Directors on the Board and the
expiry of their respective terms as directors.
b) The President shall by virtue of holding that office be a director of the
Corporation.
c) The remaining positions on the Board shall be filled by election, at the annual
meeting, or otherwise as provided in this By-law. At the annual meeting or
the Meeting of Members all Members of the Corporation, Municipal and
Non-Municipal, shall be eligible to vote in electing all such Directors at a
Meeting of Members. Individuals who are Authorized Representatives of
Non-Municipal Members shall be eligible to be nominated for election to
these positions, if otherwise qualified.
5.5 Director’s Agreement to Serve
Each individual who is a Director by virtue of being the Authorized
Representative of a Municipal Member shall sign a Director’s Agreement to serve, (the
“Director’s Agreement), in a form approved by the Executive Committee and each candidate
nominated by the Nominating/Governance Committee or otherwise nominated to stand for
election to a Non-Municipal director position must sign a Director’s Agreement before his or her
name will be put to the Members for election at the annual or other l Meeting of Members for
election. The Director’s Agreement shall also be signed by any individual appointed to the
Board by the directors during the year. In all cases the Director’s Agreement shall set out in
general terms the obligations of such individual as a director of the Corporation but shall not, in
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any way, fetter the power of the director to manage the affairs of the Corporation. If, in the
opinion of the Board, the director fails to comply with the terms of the Director’s Agreement, the
Board may ask for the resignation of such non-compliant director or take such other measure as it
deems appropriate in the circumstances.
5.6 Vacancy
(a) A vacancy in the Board shall arise upon a Municipal Member removing its
Authorized Representative and upon the termination of the membership of a Municipal Member.
Upon a Municipal Member in good standing replacing its removed, retired or terminated
Authorized Representative, such replacement shall by virtue of acceding to that position become
a director of the Corporation serving on the Board for the remainder of the term of the director he
or she is replacing, provided the individual is otherwise qualified in accordance with this By-
Law.
(b) Any other vacancy in the Board, howsoever caused, so long as a quorum of
directors remains in office, may be filled by the directors if they shall see fit to do so; otherwise
such vacancy shall be filled at the next annual Meeting of Members. If there is not a quorum of
directors remaining in office, the remaining directors shall forthwith call a Meeting of Members
to fill one or more vacancies at least sufficient to meet the requirements for Board quorum. The
first term of any Non-Municipal Director thus appointed by the directors shall expire at the next
Annual Meeting of Members.
(c) If the number of directors is increased between terms, a vacancy or vacancies to
the number of the authorized increase shall thereby be deemed to have occurred, and such
vacancy or vacancies may be filled in the manner hereinbefore provided in (a) and/or (b) above
according to the circumstances.
5.7 Vacation of Office of Director
A director shall cease to be a director:
(a) if he or she ceases to be the Authorized Representative of a Member of the
Corporation;
(b) if he or she resigns from the Board by delivering a written resignation to the
Secretary of the Corporation;
(c) if he or she is found, by legal process or by opinion letter submitted by a qualified
medical professional, to be mentally incompetent;
(d) if he or she, or the Member of which he or she is the Authorized Representative,
becomes bankrupt or suspends payments or compounds either his, her or its
creditors, or if such Member is terminated from membership in the Corporation
for any reason whatsoever, pursuant to this By-law;
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(e) if the Members of the Corporation, by resolution passed by a majority of the votes
cast at a Meeting of Members duly called for that purpose, remove him or her
from office;
(f) on the death of the director.
5.8 Remuneration of Directors
Except for the President, the directors of the Corporation shall serve as such
without remuneration, and no director shall directly or indirectly receive any profit from his
position as such; provided that a director may be paid or reimbursed for reasonable expenses
incurred by him in the performance of his or her duties. Nothing in this paragraph detracts from
sub-sections 8.3 and 8.4 in Section 8 of this By-Law.
5.9 Associate Advisors
The Nominating/Governance Committee or the Board may from time to time
designate certain individuals as Associate Advisors to the Board for such period of time as the
Board shall deem appropriate. The Associate Advisors may, by invitation of the Board or any
Board Committee, attend Board meetings or committee meetings, as the case may be, to provide
advice and such other assistance to the Board or committee as it may request, but no Associate
Advisor shall have any right to vote on any decision including any Board resolution nor any
committee recommendation.
5.10 Membership of Directors
For clarification, those individuals elected as directors of the Corporation shall not
be deemed to be members of the Corporation, but each must at all times when serving as a
director be an Authorized Representative of a Member, (other than the President).
SECTION 6
MEETINGS OF DIRECTORS
6.1 Place of Meeting
Meetings of the Board may be held at any place within or outside Ontario.
6.2 Convening of Meeting
A meeting of the Board may be formally convened by the Chairman of the Board
or any two directors at any time and upon the direction of the Chairman of the Board or any two
directors the Secretary shall convene a meeting of the Board.
6.3 Notice of Meeting
Notice of any meeting of the Board shall be given to each director in the manner
provided by Section 12 of this By-law, not less than two days before the time fixed for holding
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such meeting. No formal notice of any such meeting shall be necessary if all the directors are
present, or if those absent have waived notice or otherwise signified their consent to the meeting
being held in their absence.
6.4 No Notice of Meeting Required
For the first meeting of the Board held immediately following the election of
directors at an annual or general Meeting of Members or for a meeting of the Board at which a
director is appointed to fill a vacancy in the Board, no notice shall be necessary to the newly
elected or appointed director or directors in order legally to constitute the meeting provided that a
quorum of the directors is present.
6.5 Waiver of Notice
Notice of any meeting of the Board or any irregularity in any meeting, or in the
notice thereof may be waived by any director.
6.6 Regular Meetings
The Board may appoint a day or days in any month or months for regular meetings
at any hour and place to be named and for such regular periodic meetings no notice need be sent.
Unless the Board by resolution determines otherwise, meetings of the Board shall be held no less
frequently than once in each quarter of the calendar year.
6.7 Chairman
The Chairman of the Board shall be the chairman of any meeting of the Board. If
the Chairman is not present, then the Vice-Chair, if any, shall chair the meeting. If the
Corporation has no such officer, or if he or she is not present, the directors present shall choose
one of their number as chairman.
6.8 Majority of Votes
Every question arising at any meeting of the Board shall be decided by a majority
of votes cast on the question. In the case of an equality of votes, the chairman of the meeting
shall have a second or casting vote.
6.9 Voting
A declaration by the chairman of the meeting that a resolution has been carried
and an entry to that effect in the minutes shall be prima facie proof of the fact without proof of
the number or proportion of the votes recorded in favour of or against such resolution.
6.10 Meetings by Communication Facilities
A meeting of the Board may be held by means of such telephone, electronic or
other communication facilities as permit all persons participating in the meeting to communicate
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with each other simultaneously and instantaneously, and each director participating in such a
meeting by such means shall be deemed to be present at the meeting.
SECTION 7
OFFICERS
7.1 Election and Appointment of Officers
The Board shall as often as may be required, appoint a President, a Secretary and
one or more Vice-Presidents and a Treasurer and shall, as often as may be required, elect a
Chairman and Vice-Chair of the Board. Except for filing of vacancies during the year and except
for any term of office determined by contract or employment, all officers shall be appointed
and/or confirmed at the first meeting of the Board following the Annual Meeting of Members
each year. None of the said officers, except the Chairman of the Board, the Vice-Chair and the
President, need be directors. One person may hold more than one office, except the offices of
Chairman, Vice-Chairman and President and where the same person holds the offices of
Secretary and Treasurer he or she may, but need not, be known as the Secretary-Treasurer. The
directors may appoint such other officers as they shall deem necessary.
7.2 Terms and Remuneration
The terms of employment and remuneration of all officers of the Corporation shall
be as determined from time to time by the Board, where applicable.
7.3 Removal of Officers
All officers, in the absence of contractual agreements to the contrary, shall be
subject to removal by resolution of the Board at any time with or without cause, and in other
cases such removal by Board resolution shall be subject to applicable contractual rights.
7.4 Chairman of the Board
The directors shall elect from among themselves a Chairman of the Board. The
Chairman of the Board shall possess and may exercise such powers and perform such duties as
are referred to in this By-law and as may from time to time be assigned to him or her by the
Board.
7.5 Vice-Chairman of the Board
If the Chairman is absent or is unable or refuses to act, the Vice-Chairman, if any,
shall, when present, preside at all meetings of the Board, the Executive Committee and the
Members. The Vice-Chairman shall perform such other tasks and responsibilities as the Board
may assign to him or her.
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7.6 President
The President shall be the chief executive officer of the Corporation and shall
have the general powers and duties of supervision and management of the affairs and operations
of the Corporation and shall exercise such responsibilities and functions as are incidental to
his/her office.
7.7 Vice-President
The Vice-President or, if more than one, the Vice-Presidents, in order of seniority,
shall be vested with all the powers and shall perform all the duties of the President in the
absence, or inability, or refusal to act, of the President. The Board may designate areas of
supervision and responsibility for the Vice President(s), who shall report to the President and
receive assignments from the President.
7.8 Secretary
The Secretary shall, when present, act as Secretary of all meetings of directors and
Members and shall be deemed to have ultimate charge of the minute book(s) of the Corporation
and the documents and registers required to be maintained under the Act. He/she shall give or
cause to be given notices of all meetings of Members and of the Board. He/she will certify all
documents of the Corporation which require certification.
7.9 Treasurer
The Treasurer shall monitor financial procedures and arrangements adopted by the
Corporation for the care and custody of the funds and securities of the Corporation and shall
cause the same to be deposited in the name of the Corporation in such bank or banks or with such
depository or depositories as the Executive Committee shall direct. He/she shall keep or cause to
be kept accounting records in accordance with the Act.
7.10 Agents and Attorneys
The Board shall have the power from time to time to appoint agents or attorneys
for the Corporation, in or out of Ontario, with such powers of transaction, management or
otherwise (including the power to sub-delegate) as may be thought fit.
SECTION 8
PROTECTION OF DIRECTORS, OFFICERS AND OTHERS
8.1 Indemnity
Every director and officer of the Corporation or other person who has undertaken
or is about to undertake any liability on behalf of the Corporation, and his/her heirs, executors
and administrators, and estate and effects, respectively, shall from time to time and at all times,
be indemnified and saved harmless out of the funds of the Corporation from and against:
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(a) all costs, charges and expenses whatsoever which such director, officer or other
person sustains or incurs in or about any action, suit or proceeding which is
brought, commenced or prosecuted against him or her for or in respect of any act,
deed, matter or thing whatsoever made, done or permitted by him/her in or about
the execution of the duties of his/her office; and
(b) all other costs, charges and expenses which he or she sustains or incurs in or about
or in relation to the affairs thereof, except such costs, charges or expenses as are
occasioned by his/her own wilful neglect or default.
8.2 Limitation of Liability
No director or officer for the time being of the Corporation shall be liable for the
acts, receipts, neglects or defaults of any other director or officer or employee or for joining in
any receipt or act for conformity or for any loss, damage or expense happening to the
Corporation through the insufficiency of title to any property acquired by the Corporation or for
or on behalf of the Corporation or for the insufficiency or deficiency of any security in or upon
which any of the moneys of or belonging to the Corporation shall be placed out or invested or for
any loss or damage arising from the bankruptcy, insolvency or tortious act of any person, firm or
corporation with whom or which any moneys, securities or effects shall be lodged or deposited or
for any other loss, damage or misfortune whatever which may happen in the execution of the
duties of his respective office or trust or in relation thereto unless the same shall happen by or
through his or her own wilful act or through his or her own wilful neglect or default.
8.3 Director Remunerated for Services
If any director or officer of the Corporation shall be employed by or shall supply
goods, perform services for the Corporation otherwise than as a director or officer or shall be a
member of a firm or a shareholder, director or officer of a company which is employed by or
supplies goods or performs services for the Corporation, the fact of his/her being a director or
officer of the Corporation shall not disentitle such director or officer or such firm or company, as
the case may be, from receiving proper remuneration for such supply of services.
8.4 Contracts
In supplement of and not by way of limitation upon any rights conferred upon
directors by the Act, it is declared that no director shall be disqualified by his/her office or place
of profit under the Corporation or under any company in which the Corporation shall be a
shareholder or by reason of being otherwise in any way directly or indirectly interested, from
contracting with the Corporation either as a vendor, purchaser or otherwise, or being concerned
in any contract or arrangement made or proposed to be entered into with the Corporation, in
which he/she is in any way directly or indirectly interested either as vendor, purchaser, or
otherwise, nor shall any contract or arrangement entered into by or on behalf of the Corporation
in which any director shall be in any way directly or indirectly interested be avoided or voidable,
nor shall any director be liable to account to the Corporation or any of its Members or creditors
for any profit arising from any such office or place of profit or realized by or from any such
contract or arrangement by reason of the fiduciary relationship existing or established thereby. A
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Director shall make reasonable efforts to disclose such interests and shall refrain from
participating in any decision of the Corporation for approval of such contract or arrangement in
which he or she is directly or indirectly interested.
SECTION 9
EXECUTIVE COMMITTEE
9.1 Election and Number
The Board, whenever it consists of more than ten (10) directors, shall, at the first
meeting of the Board held at or following the Annual Meeting of Members each year, appoint
from among its number an Executive Committee. The Executive Committee shall consist of no
fewer than six (6) directors and these shall include, if available, the Chairman, Vice-Chairman,
President, Secretary and Treasurer, (or Secretary-Treasurer) and not less than 2 directors at large,
at least one of whom represents a Municipal Member and one representing a Non-Municipal
Member. In addition the Executive Committee shall include the committee chairman, or that
chairman’s designate, from each standing committee currently established by Board resolution,
from time to time.
9.2 Powers and Limitations on Authority
The Board shall delegate to the Executive Committee the powers vested in and
exercisable by the Board in respect of the management and direction of the affairs of the
Corporation, except such acts as must, pursuant to the Act or the By-laws, be performed by the
Board itself, and subject to any regulations made or restrictions imposed from time to time by the
Board.
The Executive Committee shall not have authority to:
(a) submit to the Members, without approval of the Board, any question or matter
requiring the approval of the Members;
(b) fill a vacancy on the Board of Directors or in the office of auditor;
(c) approve any yearend financial statement;
(d) adopt, amend or repeal by-laws of the Corporation.
9.3 Term of Office
Each member of the Executive Committee shall serve until his/her successor shall
have been appointed or until he/she ceases to be a director of the Corporation, whichever shall
occur first.
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9.4 Resignation
Any member of the Executive Committee may resign at any time by delivering a
written resignation to the Secretary of the Corporation.
9.5 Removal
Any member of the Executive Committee may be removed by resolution of the
Board.
9.6 Vacancy
Any vacancy on the Executive Committee, so long as a quorum of Committee
members remains in office, may be filled by the Executive Committee members who remain in
office.
9.7 Meetings
Meetings of the Executive Committee may be held at any place within or outside
Ontario and may be formally convened by the Chairman of the Board, or by the President or by
any two members of the Executive Committee.
9.8 Notice of Meetings
Notice of any meeting of the Executive Committee shall be given to each
Committee member in the manner provided by Section 12 of this by-law not less than two days
before the time fixed for holding such meeting. No formal notice of any such meeting shall be
necessary if all the members of the Executive Committee are present, or if those absent have
waived notice or otherwise signified their consent to the meeting being held in their absence.
9.9 Quorum
A majority of the minimum number of positions on the Executive Committee
(inclusion of standing committee chairman as set out in 9.1 above) shall constitute a quorum for
the transaction of business at any meeting of the committee(s).
9.10 Majority of Votes
Every question arising at any meeting of the Executive Committee shall be
decided by a majority of votes cast on the question. In the case of an equality of votes the
Chairman of the meeting shall not have a second or casting vote, and the decision shall therefore
fail.
9.11 Minutes of Executive Committee Meetings
Minutes of all proceedings at meetings of the Executive Committee shall be
entered in books kept for that purpose.
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SECTION 10
STANDING AND SPECIAL COMMITTEES
10.1 At the first meeting of the Board following the Annual Meeting of Members each
year, the Board shall confirm its Standing Committees and their respective mandates for the
ensuing year and shall make appointments appropriate to each in accordance with this Section.
(a) Nominating/Governance Committee
The Board shall elect from among its number a Nominating/Governance
Committee, which shall consist of no fewer than three (3) persons who shall include the
Chairman, the President and at least one other Director. This Committee shall: (i) solicit potential
nominees for election to the Board and for appointment as Associate Advisors; (ii) present at a
meeting of the Board prior to the Annual Meeting, a proposed slate of nominees for election to
the Board of Directors with a brief description of each nominee’s qualifications, having
previously obtained the consent of the nominees; (iii) present to the membership at the Annual
Meeting its recommended nominees for elected (Non-Municipal directors) positions on the
Board, having previously obtained the consent of the nominees; (iv) present to the Board, at the
first Board meeting following the Annual Meeting of Members, recommendations for the
appointment of officers of the Corporation, having previously obtained the consent of the
nominees; (v) ensure that a program of orientation to the Corporation is provided to each new
Board member, (vi) recommend appropriate action to the Board concerning those members who
have not attended regularly and (vi) present, at all appropriate times, recommendations to the
Board and Executive Committee respectively, nominations to address vacancies arising during
the year on the Board and nominees for appointments as Associate Advisors. The
Nominating/Governance Committee shall periodically review and make recommendations to the
Board on matters relating to the governance of the Corporation.
(b) Audit Committee
The Board may elect from among its number an audit committee composed of
such number of directors, being not less than three, as the Board may determine from time to
time. The audit committee shall include, in addition, the Chair and the President. The audit
committee shall meet at least once a year and shall review the annual financial statements of the
Corporation and report thereon to the Board and shall perform any other duties as may be
delegated to it by the Board from time to time.
(c) Other Standing Committees
The Board shall appoint a Chairman of each of the Standing Committees of the
Board and shall name at least one Director (who may act as the committee chairman) to serve
on each standing committee.
Thereafter each committee chairman shall submit to the Executive Committee, for the Executive
Committee’s approval, the names of committee members willing to serve on such Standing
Committee. The Board shall assist the Committee Chairmen in recruiting qualified persons to
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join the Standing Committees. Each Standing Committee shall include at least one director of
the Corporation but the chairman of the Standing Committee need not be a director of the
Corporation.
10.2 Task Forces and Special Purpose Committees
From time to time the Board may establish special committees and task forces to
assist the Board in dealing with special projects or specific issues. Each special committee and
task force will be composed of individuals appointed by the Board or Executive Committee and
shall include at least one member of the Board but it shall not be required that a Board member
act as chairman.
10.3 Procedure for Committees and Task Forces
The members of each Standing Committee, special purpose committee and task
force, (“committees)” shall hold office during the pleasure of the Board or until their successors
shall have been appointed. The Board or the Executive Committee may fill any vacancy in a
committee from among the directors or, unless otherwise prescribed herein, with other suitable
individuals whose services can be of benefit to the Corporation’s objectives. Any committee
may formulate its own rules of procedure, subject to any directions or guidance from the
Executive Committee or the Nominating and Governance Committee. Each committee shall
keep records of its proceedings and transactions and shall report, in summary, all such
proceedings and transactions to the Executive Committee in a regular and timely manner, and to
the Board upon request. The Chairman and the President may attend all meetings and functions
of the committees and may, upon request, require supplementary reports from a committee , full
disclosure from the committee and access to all committee records at any time.
SECTION 11
AUDITORS
11.1 Appointment of Auditor
The Members of the Corporation, shall at each annual meeting appoint an auditor
or a firm of auditors to hold office until the close of the next annual meeting and, if an
appointment is not so made, the auditor(s) in office shall continue in office until a successor is
appointed. The Board shall not remove an auditor but may fill any casual vacancy in the office
of auditor.
11.2 Removal
The Members of the Corporation may, by resolution passed by a majority of the
votes cast by the Members at a general meeting duly called for the purpose, remove any auditor
of the Corporation before the expiration of such auditor’s term of office and shall, by a majority
of the votes cast at that meeting, appoint another auditor in the removed auditor’s stead for the
remainder of the current audit term until the close of next annual meeting of Members.
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SECTION 12
NOTICES
12.1 Method of Giving Notice
Any notice (which term includes any communication or document) to be given,
sent, delivered or served pursuant to the Act, the Letters Patent or Articles, the By-laws or
otherwise to a Voting Member, director, officer or auditor shall be sufficiently given if delivered
personally to the Person to whom it is to be given, or if delivered to such Person’s recorded
address, or if mailed to the Person at the Person’s recorded address by prepaid air or ordinary
mail, or if sent to the Person at the Person’s recorded address by any means of prepaid
transmitted or recorded communication or by electronic mail (“e-mail”). A notice so delivered
shall be deemed to have been given when deposited in a post office or public letter box, and a
notice sent by any means of transmitted or recorded communication or by e-mail shall be deemed
to have been given when dispatched or delivered or forwarded to the latest verified transmittal
number/address or email address provided by the addressee for such notifications with the
addressee’s consent for such use of same or, where applicable, upon delivery to the appropriate
communication company or agency, or its representative, for dispatch. The Secretary may
change or cause to be changed the recorded address or number of any Member, director, officer
or auditor in accordance with any information reasonably believed by the Secretary to be current
and reliable.
12.2 Signature to Notices
The signature on behalf of the Corporation to any notice or demand may be
written, stamped, typewritten, printed or electronically printed or partly written, stamped,
typewritten or printed.
12.3 Computation of Time
In computing the date when notice must be given under any provision requiring a
specified number of days’ notice of any meeting or other event, the date of giving the notice shall
be excluded and the date of the meeting or other event shall be included.
12.4 Proof of Service
A certificate of the President, a Vice-President, the Secretary or any other officer
of the Corporation in office at the time of the making of the certificate, in relation to the mailing
or delivery of any notice to or demand upon any Member, director, officer or auditor or in
relation to the publication of any notice or demand shall be conclusive evidence thereof and shall
be binding on every Member, director, officer or auditor of the Corporation as the case may be.
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12.5 Omissions and Errors
The accidental omission to give any notice to any Member, director, officer or
auditor, or the non-receipt of any notice by any such person or any error in any notice not
affecting the substance thereof shall not invalidate any action taken at any meeting held pursuant
to such notice or otherwise found thereon.
THIS BY-LAW #1 OF THE CORPORATION REPLACES THE FORMER
ORGANIZATIONAL BY-LAW ADOPTED BY THE CORPORATION IN 2008, AND IS
NOW PASSED by the directors of the Corporation this _____ day of ________________ ,
2013.
President Corporate Secretary-Treasurer
and CONFIRMED by the Members, this_____ day of ________________ , 2013.
President Corporate Secretary-Treasurer
