Bylaws

1. DEFINITIONS

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

• “Act” means the Canada Not-For-Profit Corporations Act S.C. 2009, c. 23 including the Regulations made pursuant to the Act, and any statute or regulations that may be substituted, as amended from time to time;
• “annual business” shall include: consideration of the financial statements; consideration of the audit engagement or review engagement report, if any; election of Directors, if any; appointment or reappointment of the incumbent Public Accountant and fixing or authorizing the Board to fix the remuneration of the Public Account; 
• “annual meeting” means an annual meeting of Members; 
• “articles” means the original or restated articles of incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement or revival of the Corporation;
• “Board” means all of the Directors of the Corporation from time to time; 
• “bylaw” means this bylaw and any other bylaw of the Corporation as amended and which are, from time to time, in force and effect;
• “Director” means an individual elected to the Board;
• “Ineligible Individual” has the meaning given to that term in Section 149.1 of the Income Tax Act (Canada), as amended or re-enacted from time to time.
• “Member” means a member of the Corporation and “Members” or “Membership” means all of the members of the Corporation as a collective; 
• “Officer” means an officer elected or appointed pursuant to this bylaw; 
• “ordinary resolution” means a resolution passed by a majority of the votes cast on that resolution;
• “proposal” means a proposal submitted by a member of the Corporation that meets the requirements of section 163 (Member Proposals) of the Act;
• “Regulations” means the regulations made under the Act, as amended, restated or in effect from time to time; and
• “special business” includes all business transacted at a special meeting and all business transacted at an annual meeting other than annual business; 
• “special meeting” includes any meeting of Members that is not an annual meeting; and
• “special resolution” means a resolution passed by not less than two-thirds (2/3) of the votes cast on that resolution.

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

3. SEVERABILITY AND PRECEDENCE

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. If any of the provisions contained in the By-laws are inconsistent with those contained in the articles or the Act, the provisions contained in the articles or the Act, as the case may be, shall prevail.

4. PREVIOUS BY-LAWS

All previous by-laws of Kind Space are repealed as of the coming into force of these By-laws.  The repeal shall not affect the previous operation of any by-laws so repealed or affect the validity of any act done or right, privilege, obligation, or liability acquired or incurred under, or the validity of any contract or agreement made pursuant to, or the validity of any articles or predecessor charter documents of Kind Space obtained pursuant to, any such by-laws before its repeal.  All Directors, Officers, and persons acting under any by-laws so repealed shall continue to act as if appointed under the provisions of these By-laws, and all resolutions of the Members or the Board or a committee of the Board with continuing effect passed under any repealed by-laws shall continue to be good and valid except to the extent inconsistent with these By-laws and until amended or repealed.

5. FINANCIAL YEAR-END

The financial year end of the Corporation shall be determined by the board of directors.

6. BANKING ARRANGEMENTS

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

7. EXECUTION OF DOCUMENTS

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

8. BORROWING POWERS

The directors of the Corporation may, without authorization of the members:

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

9. BOOKS AND RECORDS 

The Board shall see that all necessary books, records, and accounts of the Corporation required by the By-laws or by any applicable statute or law are regularly and properly kept.

10. ELIGIBILITY FOR MEMBERSHIP AND TERM

Pursuant to the articles, there shall be one class of members in the Corporation. The first Directors of the Corporation shall constitute its first Members. Membership in the Corporation shall thereafter be available only to: 

• the Directors of Kind Space, who shall automatically become Members upon being elected or appointed as Directors and shall automatically cease to be Members when they cease to be Directors; and
• individuals who apply for a membership and who: 
  1. reside in the City of Ottawa, any county that is adjacent to the City of Ottawa, the City of Gatineau or the Outaouis region; 
  2. in the previous 6 months, have:
     1. participated in at least one of the Corporation’s programs or events; and/or
     2. met the minimum volunteer requirement established from time to time by Board resolution; and/or 
     3. been involved with another 2SLGBTQ+ and/or gender-based violence not-for-profit corporation or community group whose values align with those of the Corporation; 

1. 1. 1. 1. agree to act in the best interests of the Corporation and in furtherance of its stated vision, mission and values as amended by the Corporation from time to time;  and
         2. agree to abide by the Membership Policy (in these By-laws, the “Membership Policy”) and the Code of Conduct (in these By-laws, the “Code of Conduct”), as established and amended from time to time by the Board of Directors.

11. APPLICATION AND APPROVAL PROCESS

1. New membership applications (in these By-laws, the “Applications”) by membership applicants (in these By-laws, the “Applicants”) must be submitted to the Corporation prior to the annual deadline (in these By-laws, the “Annual Record Date”) established by the Board. 
2. The Corporation shall approve or deny any such Application(s) prior to the Annual Record Date, if any, in accordance with the Membership Policy. 
3. The Corporation shall notify all Applicants of the approval or denial of their Application within ten (10) Business Days of the Board’s decision.  Any decision to deny an Application shall provide written reasons for the denial, and be done in good faith and in a fair and reasonable manner.

12. TERM AND CONDITIONS OF MEMBERSHIP

• Memberships are issued for an indeterminate term.
• Membership is conditional on the receipt of a member’s annual confirmation of the following: 
  1. 1. their intention to remain a Member of the Corporation;
     2. that they continue to reside within the City of Ottawa or any county that is adjacent to the City of Ottawa;           
     3. their ongoing commitment to act in the best interests of the Corporation and in furtherance of its stated vision, mission, and values as amended by the Corporation from time to time; and
     4. their ongoing commitment to adhere to the Membership Policy and the Code of Conduct, as amended from time to time.
• Any Member who does not confirm their commitment to the conditions described in this Section 12 of these By-Laws at least 14 days before the annual meeting shall be removed from the register of Members and lose all membership rights and privileges. Any such Member who seeks to be reinstated shall be required to submit a new Application.

13. RIGHTS OF MEMBERS

1. Each Member shall be entitled to receive notice of, attend, speak, participate, and vote at all meetings of Members and each Member shall be entitled to one (1) vote at such meetings. 
2. Each Member shall be entitled to make Proposals in accordance with Section 34 of these By-laws and the Membership Policy.

14. MEMBERSHIP FEES

Membership in the Corporation shall be subject to the payment of such membership fees as the Board may determine from time to time.

15. TRANSFER AND TERMINATION OF MEMBERSHIP 

Membership in the Corporation is not transferable and is terminated when: 

1. 1. the Member dies; 
   2. the Member’s membership ceases in accordance with these By-laws; 
   3. the Member resigns by delivering a written resignation to the Corporation; or
   4. the Corporation is liquidated or dissolved under the Act.

16. DISCIPLINE AND TERMINATION OF MEMBERSHIP FOR CAUSE

• Upon thirty (30) days or more written notice to a Member, the Board may pass a resolution authorizing disciplinary action or termination of a Member’s Membership for violating any provision of the Articles, By-laws, or Policies including, but not limited to, the Membership Policy and the Code of Conduct, through the following procedure:
  1. 1. The Board shall provide a minimum of thirty (30) days’ written notice to a Member of its intention to authorize disciplinary action or termination of Membership. The notice shall set out the reasons for the disciplinary action or termination of Membership.
     2. The Member receiving the notice shall be entitled to give the Board a written or oral submission opposing the disciplinary action or termination not less than five (5) days before the end of the notice period.
     3. The Board shall consider the submission of the Member before making a final decision regarding disciplinary action or termination of Membership, and shall communicate its decision in writing to the Member within ten (10) days of the date of the decision.
• The Board may modify the procedure prescribed in Subsection 16(a) of these By-laws if necessary to ensure procedural fairness, equity, and/or to make reasonable accommodations to facilitate the Member’s participation in the process. 
• All disciplinary action or expulsion of a Member shall be done in good faith and in a fair and reasonable manner. 
• For certainty, nothing in this Section 16 shall be interpreted to restrict the Corporation’s discretion to take interim, immediate and reasonable measures to:  
  1. 1. safeguard the Corporation’s Director(s), Member(s), program participant(s), employee(s), volunteer(s) and any other individual(s) in the workplace from violence, threats of violence, and harassment;
     2. prevent and/or mitigate the risk of theft, fraud, and/or the commission of other illegal acts in the workplace and/or on premises that are owned or managed by the Corporation; and
     3. prevent and/or mitigate the risk of any serious harm to the Corporation, and/or to its Director(s), Member(s), program participant(s), employee(s), volunteer(s) and any other individual(s) in the workplace.

17. COMPOSITION OF THE BOARD 

The Board will consist of a minimum of 5 directors and a maximum of 12 directors. The precise number of Directors on the Board shall be determined from time to time by the Directors (and, for greater certainty, the Members’ approval of this By-law by special resolution constitutes their authorization for the Directors to do so).

18. DIRECTOR QUALIFICATIONS

Each Director shall: 

1. be an individual who is at least eighteen (18) years of age; 
2. not have the status of a bankrupt; 
3. not be a person who has been declared incapable of managing property by a court in Canada or elsewhere; 
4. not be a paid employee of the Corporation; and 
5. not be an Ineligible Individual. 

19. DUTY TO DISCLOSE

Every Director who is or becomes an Ineligible Individual shall disclose such fact to the Board immediately upon learning that they have become an Ineligible Individual.  Upon such disclosure being made, the Board may approve of the Ineligible Individual remaining as a Director.  If the Director is not so approved, the Director will be deemed to be no longer qualified pursuant to Section 18 and will immediately cease to be a Director.  The resulting vacancy may be filled in the manner prescribed in Section 22.

20. ELECTION AND TERM OF OFFICE 

1. The directors shall be elected by the members at each annual general meeting where an election is required. 
2. Each director shall be elected for a term of 2 years.
3. Directors shall be eligible for re-election, except that no individual shall serve as a director for more than 3 consecutive terms.
4. An individual who has served 3 consecutive terms as a director may seek nomination and re-election to the board if at least 12 months have elapsed since they ceased to be a director. 
5. A retiring director shall remain in office until the dissolution or adjournment of the meeting at which their successor is elected.

21. REMOVAL AND RESIGNATIONS OF DIRECTORS 

• The Members may, by ordinary resolution, remove a Director before the expiration of the Director’s term of office.  
• The office of Director will be vacated immediately:
1. if the Director fails to attend 3 consecutive meetings of the Board without prior notice and/or reasonable excuse; or
2. if the Director ceases to be qualified per Section 18 of these By-laws (subject to Section 19 of same). 
• The office of Director shall be vacated upon the written resignation of the Director, which resignation shall be effective at the time it is received by the Corporation or at the time specified in the notice, whichever is later.

22. FILLING VACANCIES  

A vacancy on the Board shall be filled as follows, and the Director appointed or elected to fill the vacancy holds office for the remainder of the unexpired term of the Director’s predecessor:

1. if the vacancy occurs as a result of the Members removing a Director, the Members may fill the vacancy by an ordinary resolution;
2. a quorum of Directors may fill a vacancy among the Directors; and
3. if there is not a quorum of Directors or there has been a failure to elect the number or minimum number of Directors set out in the articles, the Directors in office shall, without delay, call a special meeting of Members to fill the vacancy and, if they fail to call such a meeting or if there are no Directors in office, the meeting may be called by any Member.

23. REMUNERATION OF DIRECTORS 

The Directors of the Corporation shall serve as such without remuneration. Directors shall, however, be entitled to receive reimbursement for reasonable expenses incurred in carrying out their duties on behalf of the Corporation.

24. AT ARM’S LENGTH 

The majority of Directors must be at arm’s length to each other as defined by Canada’s Income Tax Act.

25. CALLING OF MEETINGS 

Meetings of the Board may be called by the Co-President(s), Secretary, Treasurer or on the direction in writing of any two (2) directors at any time and any place on notice as required by this bylaw. 

26. REGULAR MEETINGS OF THE BOARD OF DIRECTORS

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

27. NOTICE OF MEETING 

Notice of the time and place for the holding of a meeting of the Board shall be given in the manner provided in Section 62 of this bylaw to every Director of the Corporation not less than 5 days before the time when the meeting is to be held. Notice of a meeting shall not be necessary if all of the Directors are present, and none objects to the holding of the meeting, or if those absent have waived notice of or have otherwise signified their consent to the holding of such meeting. Notice of an adjourned meeting is not required if the time and place of the adjourned meeting is announced at the original meeting. Unless this 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.

28. QUORUM

A majority of the Directors in office at the time the meeting is held constitutes a quorum at any meeting of the Board. No Director is permitted to attend or vote by proxy at any meeting of the Board. Provided a quorum of directors be present, each newly elected board may, without notice, hold its first meeting immediately following the meeting of members at which such board is elected.

29. VOTING AT MEETINGS OF THE BOARD OF DIRECTORS

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

30. DISSENT AT MEETING

Subject to the Act, a Director who is present at a Board meeting or a meeting of a committee of Directors is deemed to have consented to any resolution passed or action taken at the meeting unless: 

1. the Director requests a dissent to be entered in the minutes of the meeting; 
2. the Director sends a written dissent to the Secretary of the meeting before the meeting is adjourned; or 
3. the Director sends a dissent to the Chair of the Board in writing immediately after the meeting is adjourned; 

provided that a Director who votes for or consents to a resolution may not dissent. 

31. DISSENT OF ABSENT DIRECTOR 

A Director who was not present at a meeting at which a resolution was passed or action taken is deemed to have consented to the resolution or action unless, within seven (7) days after becoming aware of the resolution or action, the Director: 

1. causes a dissent to be placed within the minutes of the meeting; or 
2. sends a dissent to the Chair of the Board in writing by e-mail.

32. RESOLUTIONS IN WRITING 

A resolution in writing, signed by all the Directors entitled to vote on that resolution at a Board meeting, shall be as valid as if it had been passed at a Board meeting. A copy of every such resolution in writing shall be kept with the minutes of the proceedings of the Board or committee of Directors.

33. ANNUAL MEETING

An annual meeting of Members shall be held at such time in each year, as the Board may from time to time determine, provided that the annual meeting must be held not later than fifteen (15) months after holding the preceding annual meeting and no later than six (6) months after the end of the Corporation’s preceding fiscal year. The annual meeting shall be held on a day and at a place as determined by the Board from time to time. The business transacted at the annual meeting shall include:

1. 1. receipt of the agenda; 
   2. receipt of a report from the Executive Director of the activities of the previous year; 
   3. consideration of the minutes of the previous annual meeting and any subsequent special meetings; 
   4. consideration of the financial statements; 
   5. report of the auditor or person who has been appointed to conduct a review engagement; 
   6. reappointment or new appointment of the auditor or a person to conduct a review engagement for the coming year; 
   7. election of Directors in accordance with section 20; and 
   8. such other or special business as may be set out in the notice of the meeting. 

No other item of business shall be included on the agenda for the annual meeting unless a Member’s proposal has been given to the secretary prior to the giving of notice of the annual meeting in accordance with the Act so that such item of new business can be included in the notice of annual meeting.

34. PROPOSALS AT ANNUAL MEETINGS 

A Member entitled to vote at an annual meeting may submit to the Corporation notice of any matter that the Member proposes to raise at the annual meeting (a “Proposal”). Any such Proposal may include nominations for the election of Directors if the Proposal is signed by not less than 5% of the Members entitled to vote at the meeting. Subject to the Act, the Corporation shall include the Proposal in the notice of meeting and if so requested by the Member, shall also include a statement by the Member in support of the Proposal and the name and address of the Member. The Member who submitted the Proposal shall pay the cost of including the Proposal and any statement in the notice of the meeting at which the Proposal is to be presented unless otherwise provided by Ordinary Resolution of the Members present at the Meeting.

35. PERSONS ENTITLED TO BE PRESENT AT MEMBERS’ MEETINGS

The only persons entitled to be present at a meeting of members shall be those entitled to vote at the meeting, the directors and the public accountant of the Corporation, and such other persons who are entitled or required under any provision of the Act, articles or by-laws of the Corporation 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.

36. NOTICE OF MEMBERS’ MEETINGS

The Corporation shall provide notice of the time, place, and date of an annual meeting or special meeting to each Member entitled to vote at the meeting, to each Director, and to the Public Accountant of the Corporation by: 

1. 1. email or other telephonic, electronic, or community facility not less than twenty-one (21) and not more than thirty-five (35) days before the day on which the meeting is to be held; or 
   2. if a Member requests that notice be given by non-electronic means, the Corporation shall give notice of the meeting to the Member so requesting by mail, courier, or personal delivery not less than twenty-one (21) and not more than sixty (60) days before the day on which the meeting is to be held. 

The notice shall include sufficient information for a Member to make a reasoned judgment on the business to be considered, including the information on any special resolution to be submitted to the meeting. 

37. QUORUM AT MEMBERS’ MEETINGS

A quorum for the transaction of business at a Members’ meeting is not less than 12 Members entitled to vote at the meeting. If a quorum is present at the opening of a meeting of the Members, the Members present may proceed with the business of the meeting, even if a quorum is not present throughout the meeting.

38. VOTING AT MEMBERS’ MEETINGS

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 questions. 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.

39. CHAIR OF MEMBERS’ MEETINGS

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 members to chair the meeting.

40. SPECIAL MEETINGS 

The Board may at any time call a special meeting of Members for the transaction of any special business which may properly be brought before the Members. Subject to Section 167 of the Act, the Board shall call a special meeting on written requisition by Members carrying not less than 5% of the votes that may be cast at a meeting of Members sought to be held. If the Board does not call a meeting within twenty-one (21) days of receiving the requisition, any Member who signed the requisition may call the meeting.

41. ELECTRONIC MEETINGS 

The Directors may call a meeting of the Members and provide that the meeting be held entirely by telephone or electronic means that permit all participants to communicate adequately with each other during the meeting. 

42. PARTICIPATION BY ELECTRONIC MEANS

Any individual entitled to attend a meeting of Members may participate in the meeting by means of such telephonic, electronic, or other communication facility that permits all participants to communicate adequately with each other during the meeting if the Corporation makes available such a communication facility. Any security, confidentiality, or other considerations with respect to the conduct of such a meeting shall be determined by the Board from time to time. Any individual participating by electronic conference is deemed to be present at that meeting.

43. MEMBERS’ MEETING HELD ENTIRELY BY ELECTRONIC MEANS

If the Directors or Members 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.

44. RESOLUTIONS IN WRITING 

A resolution in writing, signed by all the Members entitled to vote on that resolution at a Members’ meeting, shall be as valid as if it had been passed at an annual meeting or a special meeting unless a written statement is submitted to the Corporation by a Director or by the Public Accountant in relation to their resignation, removal or replacement. A copy of every such resolution in writing shall be kept with the minutes of meetings of Members.

45. APPOINTMENT OF OFFICERS

The Board may designate the offices of the Corporation, 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 Corporation. A Director may be appointed to any office of the Corporation. With the exception of the President, who shall not be a Director, all Officers shall be Directors. Two or more offices may be held by the same person.

46. OFFICERS OF THE CORPORATION

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

1. 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. Co-President – If appointed, the Co-Presidents shall be the Chief Executive Officers of the Corporation and shall be responsible for implementing the strategic plans and policies of the Corporation. The Co-Presidents shall, subject to the authority of the Board, have general supervision of the affairs of the Corporation.
   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 Corporation’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; and the Secretary shall be the custodian of all books, papers, records, documents and other instruments belonging to the Corporation.
   5. Treasurer – If appointed, the Treasurer shall have such powers and duties as the Board may specify.

The duties of all other Officers of the Corporation shall be such as the terms of their engagement call for or the Board or the Chair requires of them. The Board may from time to time and subject to the Act, add to or limit the powers and duties of any Officer. 

47. TERM OF OFFICE 

Each Officer shall hold office for a term determined by the Board from time to time. 

48. OFFICER VACANCIES

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

1. 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 any office of the Corporation shall be or becomes vacant, the Directors may, by resolution, appoint an individual to fill such vacancy in accordance with these bylaws.

49. DUTY TO MANAGE OR SUPERVISE MANAGEMENT 

Subject to the Act and the Articles, the Board shall manage or supervise the management of the activities and affairs of the Corporation.

50. FIDUCIARY DUTY AND DUTY OF CARE 

Every Director and Officer in exercising his or her powers and discharging his or her duties to the corporation shall,

1. 1. act honestly and in good faith with a view to the best interests of the corporation; and
   2. exercise the care, diligence, and skill that a reasonably prudent person would exercise in comparable circumstances. 
2. CONFIDENTIALITY 

Every Director and Officer shall respect the confidentiality of matters brought before the Board or before any committee of the Board.

52. CONFLICT OF INTEREST

Every Director and Officer shall disclose to the Corporation the nature and extent of any interest that the Director or Officer has in a material contract or material transaction, whether made or proposed, with the Corporation, in accordance with the manner and timing provided in section 141 of the Act.

53. COMMITTEES OF DIRECTORS 

Committees of Directors may be established by the Board from time to time as follows:

1. 1. The Board may appoint from their number one or more Committees of Directors that it deems necessary for the execution of the Board’s responsibilities.  
   2. The Board may delegate to such a committee any of the powers of the Directors except those powers set out in the Act that are not permitted to be delegated. 

The Board shall determine the composition and terms of reference for any such committee. The Board may dissolve any such committee by resolution at any time.

54. OTHER COMMITTEES 

The Board may also establish other committees which include members who are not Directors, provided that all such committees: 

1. 1. shall be chaired by a Director; and
   2. shall not possess or exercise any of the powers of the Board. 

The Board shall determine the composition and terms of reference for any such committee. The Board may dissolve any such committee by resolution at any time.

55. CHAIR EX OFFICIO MEMBER 

Unless the Board determines otherwise, the Chair shall be an ex officio member of all committees. 

56. STANDING COMMITTEES OF DIRECTORS 

Without limiting the generality of the foregoing, as of the date of these By-laws, the Board has established a standing Finance and Audit Committee pursuant to terms of reference adopted by the Board in respect thereof, and as amended by the Board from time to time.

57. INSURANCE 

• The Corporation shall purchase and maintain appropriate liability insurance for the benefit of the Corporation and each person acting or having previously acted in the capacity of a Director, Officer, or any other capacity at the request of or on behalf of the Corporation. The Insurance shall address coverage limits in amounts per occurrence with an aggregate maximum limit as deemed appropriate by the Board and shall include: 
• 1. property and public liability insurance;
  2. Directors’ and Officers’ liability insurance; and
  3. may include such other insurance as the Board sees fit. 
• The Corporation shall ensure that each Director, Officer, or other person is added or is included as a named insured to any policy of Directors’ and Officers’ insurance maintained by the Corporation. 
• No coverage shall be provided for any liability related to a failure to act honestly and in good faith with a view to the best interests of the Corporation. 
• It shall be the obligation of any person seeking insurance coverage or indemnity from the Corporation to cooperate fully with the Corporation in the defence of any demand, claim, or suit made against such person, and to make no admission of responsibility or liability to any third party without the prior agreement of the Corporation. 

58. DIRECTORS AND OFFICERS LIABILITY EXCLUSION 

Absent the failure to act honestly and in good faith in the performance of the duties of office, and save as may be otherwise provided in any legislation or law, no present or past Director or Officer of the Corporation shall be personally liable for any loss or damage or expense to the Corporation arising out of the acts (including wilful, negligent or accidental conduct), receipts, neglects, omissions or defaults of such Director or Officer or of any other Director or Officer or employee, servant, agent, volunteer or independent contractor arising from any of the following:

1. 1. insufficiency or deficiency of title to any property acquired by the Corporation or for or on behalf of the Corporation; 
   2. insufficiency or deficiency of any security in or upon which any of the monies of or belonging to the Corporation shall be placed out or invested; 
   3. loss or damage arising from the bankruptcy or insolvency of any person, firm, or corporation including any person, firm, or corporation with whom or which any monies, securities, or effects shall be lodged or deposited; 
   4. loss, conversion, misapplication, or misappropriation of or any damage resulting from any dealings with monies, securities, or other assets belonging to the Corporation; 
   5. loss, damage, or misfortune whatever which may occur in the execution of the duties of the Director’s or Officer’s respective office or trust or in relation thereto; and 
   6. loss or damage arising from any wilful act, assault, act of negligence, breach of fiduciary or other duty, or failure to render aid of any sort. 

59. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Corporation shall indemnify a current or former Director or Officer, or an individual who acts or acted at the Corporation’s request as a director or officer, or in a similar capacity, of another entity, against all costs, charges, and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other action or proceeding in which the individual is involved because of that association with the Corporation or other entity.

60. ADVANCE OF COSTS

The Corporation shall advance moneys to a Director, Officer, or other individual referred to in Section 55 for the costs, charges, and expenses of an action or proceeding referred to in that Section, but the individual shall repay the moneys if the individual does not fulfill the conditions of Section 57. 

61. LIMITATION

The Corporation shall not indemnify an individual under Section 55 unless,

1. 1. the individual acted honestly and in good faith with a view to the best interests of the Corporation or other entity, as the case may be; and
   2. If the matter is a criminal or administrative proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that their conduct was lawful.

62. METHOD OF GIVING NOTICE

Any notice (which term includes any communication or document), other than notice of a meeting of Members or a meeting of the Board, to be given (which term includes sent, delivered, or served) pursuant to the Act, the articles, the by-laws or otherwise to a Member, Director, Officer or member of a committee of the Board or to the Public Accountant shall be sufficiently given:

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

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

63. OMISSIONS AND ERRORS

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

64. BY-LAWS AND EFFECTIVE DATE

Subject to the articles, the Board of Directors may, by resolution, make, amend, or repeal any by-laws that regulate the activities or affairs of the Corporation. Any such bylaw, 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 bylaw, amendment, or repeal is confirmed or confirmed as amended by the Members it remains effective in the form in which it was confirmed. The bylaw, 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.

65. AMENDMENTS REQUIRING SPECIAL RESOLUTION 

The Board shall not make, amend, or repeal any bylaw that requires a special resolution of the Members according to Section 197 of the Act or that adds, changes, or removes a provision from the bylaws that is contained in the articles. The Members shall approve any such bylaw amendment by special resolution at a duly called and held special meeting or by written resolution before it takes effect. 

CERTIFIED to be the By-law No. 4 of the Corporation effective as of December 19, 2024, as enacted by the Board by resolution dated December 19, 2024 and confirmed by the Members by resolution dated December 19, 2024.