THE GOAL

The goal is similar to that of LISA in the United States.

 

To first change legislation and regulations, and in parallel, educate consumers and advisors about life settlements as a viable alternative to allowing an insurance policy to lapse or be surrendered for less than its fair market value, and to advance the highest standards of practice and professional development and build the reputation of the life settlement industry and advocate for a competitive marketplace.

 

The strategy

LISAC’s national goals and strategies will be implemented province-by-province, starting in Ontario.

WHAT WE’VE BEEN DOING

Background and activity up to December 2015:

 

LISAC BY-LAWS:

BY-LAW NO. 1

A by-law relating generally to the conduct of the affairs of the Life Insurance Settlement Association of Canada (LISAC) (the “Association”), a not-for-profit corporation incorporated under the Act.

TABLE OF CONTENTS:

1    GENERAL

1.1    Definitions

1.2    Interpretation

1.3    Name

1.4    Offices

1.5    Restrictions

1.6    Corporate seal

1.7    Execution of documents

1.8    Financial year end

1.9    Banking arrangements

1.10   Annual financial statements

2    MEMBERSHIP

2.1    Membership qualifications

2.2    Classes of members

2.2.1    Founding members

2.2.2    Guiding members

2.2.3    Regular Entity Voting members

2.2.4    Regular Individual Voting members

2.2.5    Regular Nonvoting members

2.2.6    Associate members

2.3    Admission of members

2.4    Transfer of membership

2.5    Change in business structure

2.6    Certificates of membership

2.7    Issuance of certificates

3    MEMBERSHIP DUES, TERMINATION AND DISCIPLINE

3.1    Membership dues

3.2    Termination of membership

3.3    Discipline of members

3.4    Reinstatement

3.5    Initiation fee and dues non-refundable

4    MEETINGS OF MEMBERS

4.1    Annual meeting

4.2    Proposals nominating directors at annual members’ meetings

4.3    Cost of publishing proposals for annual members’ meetings

4.4    Special meetings

4.5    Place of meetings

4.6    Notice of meeting of members

4.7    Absentee voting

4.8    Informal action by members

4.9    Persons entitled to be present

4.10   Chair of the meeting

4.11   Quorum

4.12   Votes to govern

4.13   Participation by electronic means at members’ meetings

4.14   Members’ meetings held entirely by electronic means

5    DIRECTORS

5.1    Number of directors

5.2    General powers and qualifications

5.3    Election and term

6    MEETINGS OF DIRECTORS

6.1    Calling of meetings

6.2    Notice of meeting

6.3    Regular meetings

6.4    Special meetings

6.5    Quorum

6.6    Informal action by directors

6.7    Vacancies

6.8    Removal

6.9    Resignation

6.10   Compensation

6.11   Votes to Govern

6.12   Committees

7    OFFICERS

7.1    Appoint of officers

7.2    Description of offices

7.3    Vacancy in Office

7.4    Removal

8    NOTICES

8.1    Method of giving notices

8.2    Invalidity of any provisions of this by-law

8.3    Omissions and errors

9    REPRESENTATION OF THE ASSOCIATION

10    FINANCIAL AFFAIRS OF THE ASSOCIATION

10.1   Cheques, drafts, contracts, etc

10.2   Deposits

10.3   Liquidation or dissolution

10.4   Books and records

11    INDEMNIFICATION

11.1   Directors and officers

11.2   Employees and agents

12    WAIVER OF NOTICE

13    FUNDAMENTAL CHANGES

13.1   AMENDMENTS TO BY-LAWS

13.2   MEMBERSHIP RIGHTS AND/OR CONDITIONS

14    DISPUTE RESOLUTION

14.1   Mediation and Arbitration

14.2   Dispute Resolution Mechanism

15    EFFECTIVE DATE

 

1       GENERAL

1.1      Definitions

In this by-law and all other by-laws of the Association, unless the context otherwise requires:

1. “Act” means the Canada Not-for-profit Corporations ActC. 2009, c.23 including the Regulations made pursuant to the Act, and any statute or regulations that may be substituted, as amended from time to time;
2. “articles” means the original or restated articles of incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement or revival of the Association;
3. “board” means the board of directors of the Association and “director” means a member of the board;
4. “by-law” means this by-law and any other by-laws of the Association as amended and which are, from time to time, in force and effect;
5. “meeting of members” includes an annual meeting of members or a special meeting of members; “special meeting of members” includes a meeting of any class or classes of members and a special meeting of all members entitled to vote at an annual meeting of members;
6. “ordinary resolution” means a resolution passed by a majority (for example more than 50%) of the votes cast on that resolution;
7. “proposal” means a proposal submitted by a member of the Association that meets the requirements of section 163 (Shareholder Proposals) of the Act;
8. “Regulations” means the regulations made under the Act, as amended, restated or in effect from time to time; and
9. “special resolution” means a resolution passed by a majority of not less than two-thirds (2/3) of the votes cast on that resolution.

1.2      Interpretation

In the interpretation of this by-law, words in the singular include the plural and vice-versa, words in one gender include all genders, and “person” includes an individual, body corporate, partnership, trust and unincorporated organization.

Other than as specified in 1.1 above, words and expressions defined in the Act have the same meanings when used in these by-laws.

1.3      Name

As stated above, the name of the Association is the Life Insurance Settlement Association of Canada (LISAC). The Association may also be referred to as “LISAC” or such other name as the board may determine from time to time.

1.4      Offices

Upon 30 days notice to the members, the board may locate the principal office of the Association to such location as is convenient for the officers of the Association. The Association shall also maintain a registered office and a registered agent in the Province of Ontario.

The board may change the address of the registered office from time to time. The Association may have such other offices, either within or outside the Province of Ontario (but within Canada), as the board may determine or as the affairs of the Association may require from time to time.

1.5      Restrictions

The Association is a not-for-profit corporation under the Act and intended to qualify as a non-profit organization within the meaning of 149(1)(l) of the Income Tax Act (Canada). It is the policy of the Association to comply fully with all applicable laws. All policies and activities of the Association shall be consistent with:

1. the mission statement adopted by the board of directors, as amended or modified from time to time;
2. applicable federal, provincial and municipal laws and other legal requirements; and
3. applicable tax-exemption requirements, including the requirements that the Association not be operated for profit and that no part of its net earnings inure to the benefit of any private individual.

1.6      Corporate seal

The Association may have a corporate seal in the form approved from time to time by the board. If a corporate seal is approved by the board, the secretary of the Corporation shall be the custodian of the corporate seal.

1.7      Execution of documents

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

1.8      Financial year end

The fiscal year of the Association shall be determined by the board of directors.

1.9      Banking arrangements

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

1.10   Annual financial statements

The Association may, instead of sending copies of the annual financial statements and other documents referred to in subsection 172(1) (Annual Financial Statements) of the Act to the members, publish a notice to its members stating that the annual financial statements and documents provided in subsection 172(1) are available at the registered office of the Association and any member may, on request, obtain a copy free of charge at the registered office or by prepaid mail.

2       MEMBERSHIP

2.1      Membership qualifications

Subject to the approval of the board in compliance with the Act, the Regulations, this by-law and such other rules, guidelines and standards as may be prescribed by the board from time to time by resolution, membership in the Association shall be open to all qualified persons and firms actively involved in, associated with, or having an interest in the settlement of life insurance policies.

2.2      Classes of members

Subject to the articles, there shall be six classes of members in the Association, namely, (1) Founding members, (2) Guiding members, (3) Regular Entity Voting members, (4) Regular Individual Voting members, (5) Regular Nonvoting members and (6) Associate members. The board of directors of the Association may, by resolution, approve at its discretion the admission of the members of the Association. Members may also be admitted in such other manner as may be prescribed by the board by resolution. Upon approval of an applicant for membership at the discretion of the board, the applicant shall, depending on their elected category, be a voting or nonvoting member, as more particularly described below. The following conditions of membership shall apply:

2.2.1      Founding members

Founding members are individuals, entities, organizations or businesses that participate in the life insurance, viatical and life settlement business as providers, brokers, service providers, funding/financing entities and/or licensed under the laws of any province to engage in the business of, life insurance and/or viatical or life settlements and have been accepted for Founding membership status in the Association within the first year of the Association’s existence. As set out in the articles, Founding members are voting members, having full voting rights, entitled to receive notice of, attend and vote at all meetings of members and each such Founding member shall be entitled to one (1) vote at such meetings. Founding members shall be eligible to be elected to any officer position and/or to the board of directors and shall be eligible to sit on any committee of the Association. Each Founding member may have only one voting membership. Founding members shall designate a principal, partner, agent or employee who will be the voting delegate. Subject to section 3, Founding members shall have lifetime membership.

2.2.2      Guiding members

Guiding members are individuals, entities, organizations or businesses that participate in the life insurance, viatical and life settlement business as providers, brokers, service providers, funding/financing entities and/or licensed under the laws of any province to engage in the business of, life insurance and/or viatical or life settlements and have been accepted for Guiding membership status in the Association. As set out in the articles, Guiding members are voting members, having full voting rights, entitled to receive notice of, attend and vote at all meetings of members and each such Guiding member shall be entitled to one (1) vote at such meetings. Guiding members shall be eligible to be elected to any officer position and/or to the board of directors and shall be eligible to sit on any committee of the Association. Each Guiding member may have only one voting membership. Guiding members shall designate a principal, partner, agent or employee who will be the voting delegate. Subject to section 3, Guiding members shall have lifetime membership.

2.2.3      Regular Entity Voting members

Regular Entity Voting members are entities, corporations, organizations or businesses that participate in the life insurance, viatical and life settlement business as providers, brokers, service providers, funding/financing entities and/or licensed under the laws of any province to engage in the business of, life insurance and/or viatical or life settlements and have been accepted for Regular Entity Voting membership status in the Association. As set out in the articles, Regular Entity Voting members are voting members, having full voting rights, entitled to receive notice of, attend and vote at all meetings of members and each such Regular Entity Voting member shall be entitled to one (1) vote at such meetings. Regular Entity Voting member shall be eligible to be elected to any officer position and/or to the board of directors and shall be eligible to sit on any committee of the Association. Each Regular Entity Voting member may have only one voting membership. Regular Entity Voting members shall designate a principal, partner, agent or employee who will be the voting delegate. Subject to section 3 and renewal in accordance with the policies of the Association, the term of membership of a Regular Entity Voting member shall be annual.

2.2.4      Regular Individual Voting members

Regular Individual Voting members are individuals or sole proprietors that participate in the life insurance, viatical and life settlement business as providers, brokers, service providers, funding/financing entities and/or licensed under the laws of any province to engage in the business of, life insurance and/or viatical or life settlements and have been accepted for Regular Individual Voting membership status in the Association. As set out in the articles, Regular Individual Voting members are voting members, having full voting rights, entitled to receive notice of, attend and vote at all meetings of members and each such Regular Individual Voting member shall be entitled to one (1) vote at such meetings. Regular Individual Voting members shall be eligible to be elected to any officer position and/or to the board of directors and shall be eligible to sit on any committee of the Association. Each Regular Individual Voting member may have only one voting membership. Subject to section 3 and renewal in accordance with the policies of the Association, the term of membership of a Regular Individual Voting member shall be annual.

2.2.5      Regular Nonvoting members

Regular Nonvoting members are individuals or entities who are interested or engaged in any aspect of life insurance and/or viatical and life settlement transactions or who have an interest in the goals and objectives of the Association and have been accepted for Regular Nonvoting membership status in the Association. As set out in the articles, Regular Nonvoting members do not have voting rights, but are entitled to receive notice of and attend all meetings of members. Regular Nonvoting members shall be eligible to be elected to any officer position and/or to the board of directors and shall be eligible to sit on any committee of the Association to which they have been duly appointed and may vote in that capacity but will not have full voting rights in the Association. Subject to section 3 and renewal in accordance with the policies of the Association, the term of membership of a Regular Nonvoting member shall be annual.

2.2.6      Associate members

Associate Members are individuals, sole proprietors or any entities, corporations organizations or businesses that are comprised of only professional advisors and have been accepted for Associate membership status in the Association. Associate members dedicate less than the majority of their time or services to the business of life insurance and/or viatical or life settlements and assist clients or consumers in making decisions with regard to their life insurance policies, estate, retirement or long-term care planning, or provides financial or investment advice to seniors or pre-retirees. As set out in the articles, Associate members do not have voting rights, but are entitled to receive notice of and attend all meetings of members. Associate members shall be ineligible to be elected to any officer position and/or to the board of directors, but shall be eligible to sit on any committee of the Association to which they have been duly appointed and may vote in that capacity but will not have full voting rights in the Association. Subject to section 3 and renewal in accordance with the policies of the Association, the term of membership of an Associate member shall be annual.

2.3      Admission of members

Membership applicants may be admitted upon application in the manner established by the board of directors, and approval of a majority of the directors present at any regularly constituted meeting of the board where a quorum is present.

2.4      Transfer of membership

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

2.5      Change in business structure

Any changes to answers previously reported on the Member’s membership application, must be filed with the Association in a timely manner. Any amended information to the member’s membership application may cause the board to revisit the member’s membership status.

2.6      Certificates of membership

The board of directors may provide for the issuance of certificates evidencing membership in the Association, which shall state that (a) such certificate is not transferable and (b) the Association is a not-for-profit (non-stock) corporation that may not make distributions to its members except as otherwise permitted by the Act, the Regulations and the articles. Any certificates shall otherwise be in such form as may be determined by the board of directors and shall be signed by the President and Secretary. If any certificates evidencing membership shall become lost, mutilated or destroyed, a new certificate may be issued upon such terms and conditions as the board of directors may determine.

2.7      Issuance of certificates

If the board of directors shall have provided for the issuance of certificates of membership, a certificate shall be issued by the Secretary to a new member after such new member has paid any initiation fee and dues that may then be required.

3       MEMBERSHIP DUES, TERMINATION AND DISCIPLINE

3.1      Membership dues

Members shall be notified in writing of the membership dues at any time payable by them and, if any are not paid within one (1) calendar month of the membership renewal date, the members in default shall automatically cease to be members of the Association. The board of directors may determine from time to time the amount of the initiation fee, if any, and the amount and timing of dues payable to the Association by members of each class. Dues of a new member shall be prorated from the first day of the month in which such new member is admitted to membership to the end of the fiscal year of the Association. Expulsion of membership is automatic if dues are delinquent by 30 days from the date that such dues last became payable, unless the board of directors determines otherwise.

3.2      Termination of membership

A membership in the Association is terminated when:

1. the member dies, or, in the case of a member that is a corporation, the corporation is dissolved;
2. a member fails to maintain any qualifications for membership described in section 2 of these by-laws;
3. a member who, after being accepted to membership, ceases to be actively involved, associated with, or having an interest in the life insurance industry and/or settlement of life insurance policies shall cease to be entitled to membership in the Association, unless such membership is continued by specific action of the board of directors;
4. a member, who, after being accepted to membership, is convicted of a felony involving moral turpitude, shall cease to be entitled to membership in the Association. A member who, after being accepted to membership, is convicted of a misdemeanor involving moral turpitude and which, in the board’s opinion, has a material relation to the industry, shall cease to be entitled to membership in the Association;
5. a member who, after being accepted to membership, is deemed to have violated the Association’s standards, guidelines or codes of conduct, shall cease to be entitled to membership in the Association provided that reasonable due process is provided, and such action is approved by the affirmative vote of a majority of the directors present at any regularly constituted meeting of the board where a quorum is present;
6. A member who does not pay his/her membership dues within the time period set by the board of directors or the President shall cease to be entitled to membership in the Association, unless an exception, due to special circumstances, is made by the board of directors or a duly appointed and authorized committee of the board of directors;
7. the member resigns by delivering a written resignation to the Secretary of the Association in which case such resignation shall be effective on the date specified in the resignation (however such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments or other charges theretofore accrued and unpaid;
8. the member is expelled in accordance with subsection 3.3 below or is otherwise terminated in accordance with the articles or by-laws;
9. the member’s term of membership expires; or
10. the Association is liquidated or dissolved under the Act.

Subject to the articles, upon any termination of membership, the rights of the member (including any rights in the property of the Association) automatically cease to exist.

3.3      Discipline of members

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

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

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

3.4      Reinstatement

Upon written request signed by a former member and filed with the Secretary, the board of directors may, by the affirmative vote of a majority of the directors voting where a quorum is present, reinstate such former member to membership upon such terms as the board of directors may deem appropriate.

3.5      Initiation fee and dues non-refundable

Initiation fees and dues paid by a member are nonrefundable in whole or on a pro-rated basis in the event that a member’s membership is terminated or a member is otherwise suspended or expelled from the Association.

4       MEETINGS OF MEMBERS

4.1      Annual meeting

An annual meeting of the members shall be held each year for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the election of directors shall not be held at the annual meeting, or at any adjournment thereof, the board of directors shall cause the election to be held at a special meeting of the members as soon thereafter as conveniently possible.

4.2      Proposals nominating directors at annual members’ meetings

Subject to the Regulations under the Act, any proposal may include nominations for the election of directors if the proposal is signed by not less than 5% of members entitled to vote at the meeting at which the proposal is to be presented.

4.3      Cost of publishing proposals for annual members’ meetings

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

4.4      Special meetings

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

4.5      Place of meetings

Subject to compliance with section 159 (Place of Member’s Meetings) of the Act, the board of directors may designate any place, either within or outside Canada, as the place for any annual meeting or for any special meeting called by the board of directors. If no designation is made, the place of meeting shall be the principal office of the Association; but if all of the Members shall meet at any time and place and consent to the holding of such meeting, the meeting shall be valid without call or notice, and at such meeting any corporate action may be taken.

4.6      Notice of meeting of members

Notice of the time and place of a meeting of members shall be given to each member entitled to vote at the meeting by the following means:

1. by mail, courier or personal delivery to each member entitled to vote at the meeting, during a period of 21 to 60 days before the day on which the meeting is to be held; or
2. by telephonic, electronic or other communication facility to each member entitled to vote at the meeting, during a period of 21 to 35 days before the day on which the meeting is to be held.

Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to the by-laws of the Association to change the manner of giving notice to members entitled to vote at a meeting of members.

Notice of annual meeting shall include any proposals received by the Association from members in accordance with section 163 of the Act.

4.7      Absentee voting

Pursuant to section 171(1) (Absentee Voting) of the Act, a member entitled to vote at a meeting of members may vote by proxy, mailed-in ballot or telephonic, electronic or other communication means in accordance with the Regulations if the Association has a system that:

1. enables the votes to be gathered in a manner that permits their subsequent verification, and
2. permits the tallied votes to be presented to the Association without it being possible for the Association to identify how each member voted.

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

4.8      Informal action by members

Any action required by law to be taken at a meeting of the members, or any action which may be taken at a meeting of members, may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by two thirds (2/3) of the voting members or such higher number as is required by this by-law or the Act.

4.9      Persons entitled to be present

The only persons entitled to be present at a meeting of members shall be those entitled to vote at the meeting, the directors, the accountant of the Association, the legal counsel of the Association and such other persons who are entitled or required under any provision of the Act, articles or by-laws of the Association to be present at the meeting. Any other person may be admitted only on the invitation of the chair of the meeting or by resolution of the members.

4.10   Chair of the meeting

In the event that the chair of the board and the vice-chair of the board are absent, the members who are present and entitled to vote at the meeting shall choose one of their number to chair the meeting.

4.11   Quorum

A quorum at any meeting of the members (unless a greater number of members are required to be present by the Act) shall be 10% of the members entitled to vote at the meeting. If a quorum is present at the opening of a meeting of members, the members present may proceed with the business of the meeting even if a quorum is not present throughout the meeting.

4.12   Votes to govern

At any meeting of members every question shall, unless otherwise provided by the articles or by-laws or by the Act, be determined by a majority of the votes cast on the question. In case of an equality of votes either on a show of hands or on a ballot or on the results of electronic voting, the chair of the meeting in addition to an original vote shall have a second or casting vote.

4.13   Participation by electronic means at members’ meetings

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

4.14   Members’ meetings held entirely by electronic means

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

5       DIRECTORS

5.1      Number of directors

The board shall consist of the number of directors specified in the articles. If the articles provide for a minimum and maximum number of directors, the board shall be comprised of the fixed number of directors as determined from time to time by the members by ordinary resolution or, if the ordinary resolution empowers the directors to determine the number, by resolution of the board.

5.2      General powers and qualifications

The board of directors shall manage or supervise the management of the activities and affairs of the Association. Directors must be voting delegates at time of the term commencing. Directors must maintain the voting delegate status throughout their tenure.

5.3      Election and term

Subject to the articles, the members will elect the directors at the first meeting of members and at each succeeding annual meeting at which an election of directors is required, and the directors shall be elected to hold office for a term expiring not later than the close of the fourth annual meeting of members following the election. A director’s term shall commence immediately after the annual meeting at which they are elected. In the event of a vacancy, that vacancy shall be filled within 120 days of such vacancy.

6       MEETINGS OF DIRECTORS

6.1      Calling of meetings

Meetings of the board may be called by the chair of the board, the vice-chair of the board or any two (2) directors at any time; provided that, for the first organization meeting following incorporation, such meeting may be called by any director or incorporator. If the Association has only one director, that director may call and constitute a meeting.

6.2      Notice of meeting

Notice of the time and place for the holding of a meeting of the board shall be given to every director of the Association not less than seven (7) days before the time when the meeting is to be held by one of the following methods:

1. delivered personally to the latest address as shown in the last notice that was sent by the Association in accordance with section 128 (Notice of directors) or 134 (Notice of change of directors) of the Act;
2. mailed by prepaid ordinary mail to the director’s address as set out in (a);
3. by telephonic, electronic or other communication facility at the director’s recorded address for that purpose; or
4. by an electronic document in accordance with Part 17 of the Act.

Notice of a meeting shall not be necessary if all of the directors are present, and none objects to the holding of the meeting, or if those absent have waived notice of or have otherwise signified their consent to the holding of such meeting. Notice of an adjourned meeting is not required if the time and place of the adjourned meeting is announced at the original meeting. Unless the by-law otherwise provides, no notice of meeting need specify the purpose or the business to be transacted at the meeting except that a notice of meeting of directors shall specify any matter referred to in subsection 138(2) (Limits on Authority) of the Act that is to be dealt with at the meeting.

6.3      Regular meetings

The board may appoint a day or days in any month or months for regular meetings of the board at a place and hour to be named. A copy of any resolution of the board fixing the place and time of such regular meetings of the board shall be sent to each director forthwith after being passed, but no other notice shall be required for any such regular meeting except if subsection 136(3) (Notice of Meeting) of the Act requires the purpose thereof or the business to be transacted to be specified in the notice. In no case shall there be any meeting of the board to which all the members of the board are not invited. Any attending officer may be asked to leave any meeting of the board at any time so that the board may deliberate in private concerning any matter before the board concerning such officer.

6.4      Special meetings

Special meetings of the board of directors may be called by or at the request of the President, the Chair or any two directors. The person or persons authorized to call special meetings of the board may fix any place, either within or without the Province of Ontario, or by conference call or other electronic means as the place for holding any special meeting of the board called by them. In no case shall there be any meeting of the board to which all the members of the board are not invited. Any attending officer may be asked to leave any meeting of the board at any time so that the board may deliberate in private concerning any matter before the board concerning such officer.

6.5      Quorum

A majority of the board of directors shall constitute a quorum for the transaction of business at any meeting of the board. In the absence of a quorum or otherwise, a majority of the directors present may adjourn a meeting from time to time without further notice.

6.6      Informal action by directors

Any action required by law to be taken at a meeting of directors, or any action which may be taken at a meeting of directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the directors.

6.7      Vacancies

Any vacancy occurring in the board of directors and any directorship to be filled by reason of an increase in the number of directors may be filled by the affirmative vote of a majority of the remaining directors, or the unanimous consent of the remaining directors if less than a quorum of the board of directors remains. A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office. All vacancies shall be filled within 120 days.

6.8      Removal

A director may be removed at any time by a vote of three fourths (3/4) of the remaining directors or a majority of the voting members.

6.9      Resignation

A director may resign from his seat on the board of directors by providing written notice of his resignation to the President. The resulting vacancy shall be addressed pursuant to subsection 6.7.

6.10   Compensation

Directors shall not receive any stated salaries for their services as directors but, by resolution of the board of directors, may be reimbursed for the reasonable expenses of attendance, if any, at a special meeting of the board or for reasonable expenses incurred at the direction of the board.

6.11   Votes to Govern

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

6.12   Committees

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

7       OFFICERS

7.1      Appoint of officers

The board may designate the offices of the Association, appoint officers on an annual or more frequent basis, specify their duties and, subject to the Act, delegate to such officers the power to manage the affairs of the Association. A director may be appointed to any office of the Association. All officers must be members of the Association. An officer may, but need not be, a director unless these by-laws otherwise provide. Two or more offices may be held by the same person.

7.2      Description of offices

Unless otherwise specified by the board which may, subject to the Act, modify, restrict or supplement such duties and powers, the offices of the Association, if designated and if persons are appointed, shall have the following duties and powers associated with their positions:

1. Chair of the Board – The chair of the board, if one is to be appointed, shall be a director. The chair of the board, if any, shall, when present, preside at all meetings of the board of directors and of the members. The chair shall have such other duties and powers as the board may specify.
2. Vice-Chair of the Board – The vice-chair of the board, if one is to be appointed, shall be a director. If the chair of the board is absent or is unable or refuses to act, the vice-chair of the board, if any, shall, when present, preside at all meetings of the board of directors and of the members. The vice-chair shall have such other duties and powers as the board may specify.
3. President – If appointed, the president shall be the chief executive officer of the Association and shall be responsible for implementing the strategic plans and policies of the Association. The president shall, subject to the authority of the board, have general supervision of the affairs of the Association.
4. Secretary – If appointed, the secretary shall attend and be the secretary of all meetings of the board, members and committees of the board. The secretary shall enter or cause to be entered in the Association’s minute book, minutes of all proceedings at such meetings; the secretary shall give, or cause to be given, as and when instructed, notices to members, directors, the public accountant and members of committees; the secretary shall be the custodian of all books, papers, records, documents and other instruments belonging to the Association.
5. Treasurer – If appointed, the treasurer shall have such powers and duties as the board may specify.

The powers and duties of all other officers of the Association shall be such as the terms of their engagement call for or the board or president requires of them. The board may, from time to time and subject to the Act, vary, add to or limit the powers and duties of any officer.

7.3      Vacancy in Office

In the absence of a written agreement to the contrary, the board may remove, whether for cause or without cause, any officer of the Association. Unless so removed, an officer shall hold office until the earlier of:

1. the officer’s successor being appointed;
2. the officer’s resignation;
3. such officer ceasing to be a director (if a necessary qualification of appointment); or
4. such officer’s death.

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

7.4      Removal

Any officer elected or appointed by the Board of Directors (i) shall be removed by the Board of Directors automatically if such officer ceases being a Member and/or a Director (as applicable), and (ii) may be removed by the Board of Directors whenever in the judgment of a majority of the Directors the best interests of the Association would be served thereby.

8       NOTICES

8.1      Method of giving notices

Any notice (which term includes any communication or document) to be given (which term includes sent, delivered or served), other than notice of a meeting of members or a meeting of the board of directors, pursuant to the Act, the articles, the by-laws or otherwise to a member, director, officer or member of a committee of the board or to the public accountant shall be sufficiently given:

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

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

8.2      Invalidity of any provisions of this by-law

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

8.3      Omissions and errors

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

9       REPRESENTATION OF THE ASSOCIATION

No Member of the Association is authorized to speak or take action on behalf of the Association without the prior specific authorization of the board of directors. In addition, no member is authorized to use the name or logo of the Association in conducting its non-Association business in any manner that suggests or reasonably could be interpreted to imply the approval by the Association, other than to indicate mere membership in the Association.

10   FINANCIAL AFFAIRS OF THE ASSOCIATION

10.1   Cheques, drafts, contracts, etc.

The board shall adopt policies and procedures regarding the payment and authorization of cheques, drafts, orders, contracts, and other evidences of indebtedness, which shall then be approved by resolution of the board.

10.2   Deposits

All funds of the Association shall be deposited from time to time to the credit of the Association in accounts maintained at such banks, trust companies or other institutions as the Board may select.

10.3   Liquidation or dissolution

In the event of the liquidation or dissolution of the Association, the assets of the Association shall be transferred in accordance with article 7 of the Certificate of Incorporation and in compliance with the Act and non-profit organization requirements under the Income Tax Act (Canada).

10.4   Books and records

The Association shall keep (a) correct and complete books and records of account; (b) minutes of the proceedings of its members, the board of directors and any committees having any of the authority of the board of directors; and (c) a record of the names, addresses and class of membership of each member. Copies of all such books, records and minutes shall be maintained in written form at the Association’s registered or principal office and may be inspected by any member, or his agent or attorney, for any proper purpose at any reasonable time. In addition, the board of directors shall cause the Association to prepare an annual financial report and an annual statement of transactions with interested persons in accordance with section 141 of the Act (or any successor provision) for presentation to the members at the annual meeting.

11   INDEMNIFICATION

11.1   Directors and officers

1. a) The Association shall indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Association) by reason of the fact that such person is or was a director or officer of the Association, or a chair, vice-chair or member of any committee or task force of the Association, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement, actually and reasonably incurred by such person in connection with such action, suit or proceeding, if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interest of the Association, and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contender or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in, or not opposed to, the best interest of the Association, and, with respect to the criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.

1. b) The Association shall indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending or completed action, suit or proceeding by or in the right of the Association to procure a judgment in its favor by reason of the fact that he is or was a director or officer of the Association, or a chair, vice-chair, or member of any committee or task force of the Association, against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit, if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interest of the Association. No indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Association, unless, and only to the extent that, a court in which action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses.

11. c) To the extent that any person referred to subparagraphs (a) and (b) of this subsection 11.1 has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to therein or in defense of any claim, issue or matter therein, he/she shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him/her in connection therewith.

11. d) Any indemnification under subparagraphs (a) and (b) of this Section 1 (unless ordered by a court) shall be made by the Association only as authorized in the specific case upon a determination that indemnification of the director or officer is proper in the circumstances because the has met the applicable standard of conduct set forth in subparagraphs (a) and (b) of this subsection 11.1. Such determination shall be made (i) by the board of directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit, or proceeding, or (ii) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion, or (iii) if neither of the preceding actions occurs, by a majority of the voting members.

11. e) Expenses incurred in defending a civil or criminal action, suit, or proceeding may be paid by the Association in advance of the final disposition of such action, suit or proceeding if the board so authorizes in light of all the circumstances, and upon receipt of an undertaking by or on behalf of the director or such amount unless it shall ultimately be determined that he is entitled to be indemnified by the Association as provided in this subsection 11.1.

11. f) The indemnification provided by this subsection 11.1 shall not be deemed exclusive of any other rights to which a person seeking indemnification may be entitled under any statute, bylaw, agreement, vote of members, or disinterested directors or otherwise both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director or officer, and shall inure to the benefit of the heirs, executors, and administrators of such person.

11. g) The Association shall have power to purchase and maintain insurance covering the Association and any person who is or was a director, officer, employee, agent, or chair, vice-chair, or member of a committee, task force or similar group of the Association, against liability asserted against such persons and incurred in any such capacity, or arising out of his/her status as such, whether or not the Association would have the power to indemnify him/her against such liability under the provisions of this subsection 11.1.

11.2   Employees and agents

The board of directors may, by resolution, extend the indemnification provisions of the foregoing subsection 11.1 to any person who was or is a party or is threatened to be made party to any threatened, pending or completed action, suit or proceeding by reason of the fact that he/she is or was the president and chief executive officer, or any employee, agent, or other officially designated representative of the Association.

12   WAIVER OF NOTICE

Whenever any notice is required to be given under the provisions of the Act, the articles of incorporation of the Association or these by-laws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Attendance of a person at a meeting shall constitute a waiver of notice of the meeting, except when such person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of the designated business at such meeting

13   FUNDAMENTAL CHANGES

13.1   AMENDMENTS TO BY-LAWS

Subject to the articles, the board of directors may, by resolution, make, amend or repeal any by-laws that regulate the activities or affairs of the Corporation. Any such by-law, amendment or repeal shall be effective from the date of the resolution of directors until the next meeting of members where it may be confirmed, rejected or amended by the members by ordinary resolution. If the by-law, amendment or repeal is confirmed or confirmed as amended by the members it remains effective in the form in which it was confirmed. The by-law, amendment or repeal ceases to have effect if it is not submitted to the members at the next meeting of members or if it is rejected by the members at the meeting.

This subsection does not apply to a by-law that requires a special resolution of the members according to subsection 197(1) (Fundamental Change) of the Act because such by-law amendments or repeals are only effective when confirmed by members.

13.2   MEMBERSHIP RIGHTS AND/OR CONDITIONS

Notwithstanding subsection 13.1, Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendments to section 2 of these by-laws if those amendments affect membership rights and/or conditions described in paragraphs 197(1)(e), (h), (l) or (m) of the Act.

14   DISPUTE RESOLUTION

14.1   Mediation and Arbitration

Disputes or controversies among members, directors, officers, committee members, or volunteers of the Association are as much as possible to be resolved in accordance with mediation and/or arbitration as provided in subsection 14.2 of this by-law.

14.2   Dispute Resolution Mechanism

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

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

15   EFFECTIVE DATE

Subject to matters requiring a special resolution, this by-law shall be effective when made by the board.

*          *          *          *          *

CERTIFIED to be By-Law No. 1 of the Association, as enacted by the directors of the Association by resolution on the _____ day of _______________, 2016 and confirmed by the members of the Association by special resolution on the _____ day of _______________, 2016.

DATED the _____ day of _______________, 2016.

 

 

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