A by-law relating generally to the conduct of the affairs of
The Broadcast Educators Association of Canada /L’association Canadienne des Educateurs en Radiodiffusion.
BE IT ENACTED as a by-law of the Corporation as follows:
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;
“articles” means the original or restated articles of incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement or revival of the Corporation;
“board” means the board of directors of the Corporation and “director” means a member of the board;
“by-law” means this by-law and any other by-law of the Corporation as amended and which are, from time to time, in force and effect;
“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;
“ordinary resolution” means a resolution passed by a majority of not less than 50% plus 1 of the votes case on that resolution;
“proposal” means a proposal submitted by a member 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 resolution” means a resolution passed by a majority of not less than two-thirds (2/3) of the votes cast on that resolution.
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. Corporate Seal
The Corporation 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.
4. 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.
5. Financial Year
The financial year end of the Corporation shall be March 31 in each year.
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. Borrowing Powers
If authorized by a by-law which is duly adopted by the directors and confirmed by ordinary resolution of the members, the directors of the corporation may from time to time:
- borrow money on the credit of the corporation;
- issue, reissue, sell, pledge or hypothecate debt obligations of the corporation; and
- 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.
Any such by-law may provide for the delegation of such powers by the directors to such officers or directors of the corporation to such extent and in such manner as may be set out in the by-law.
Nothing herein limits or restricts the borrowing of money by the corporation on bills of exchange or promissory notes made, drawn, accepted or endorsed by or on behalf of the corporation.
8. Annual Financial Statements
The Corporation 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 Corporation and any member may, on request, obtain a copy free of charge at the registered office or by prepaid mail.
9. Membership Conditions
Subject to the articles, there shall be three classes of membership in the corporation, INSTITUTIONAL MEMBER, INDIVIDUAL MEMBER, and ASSOCIATE MEMBER.
INSTITUTIONAL MEMBERS shall consist of those accredited post-secondary, provincially or federally funded institutions which offer comprehensive broadcast education programs leading to a certificate, diploma, or degree.
INDIVIDUAL MEMBERS shall consist of those individuals who have an active involvement in concern for professional broadcasting education as a teacher, administrator, professional worker, student, and those friends of broadcast education retired or employed in allied industries, at the discretion of the Directors.
ASSOCIATE MEMBERS shall consist of those companies, associations and other bodies who have an active concern for professional broadcasting education as an equipment supplier, industry group of companies or other corporate entities and who wish to show their support for the Association by undertaking a membership.
All membership classes must fill out an on-line application form. Annual membership fees shall be established by the corporation with the approval of the Board of Directors and shall be payable on September 1 of each year. Increases shall require a vote at the annual general meeting. The Corporation shall have authority to establish separate membership fees or fee schedules for each of the membership classifications.
Each INSTITUTIONAL MEMBER and INDIVIDUAL MEMBER is entitled to one vote at any annual or special meeting of the members of the corporation providing that the member has paid the annual fees or dues and is therefore considered “in good standing”.
ASSOCIATE MEMBERS and other members may not vote but may have speaking and floor privileges.
Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendments to this section of the by-laws if those amendments affect membership rights and/or conditions described in paragraphs 197(1)€, (h), (l) or (m).
10. Membership Transferability
A membership may only be transferred to the Corporation. 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.
11. Notice of Members Meeting
Notice of the time and place of a meeting of members shall be given to each member entitled to vote at the meeting 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. If a member requests that the notice be given by non-electronic means, the notice will be sent by mail, courier or personal delivery.
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 Corporation to change the manner of giving notice to members entitled to vote at a meeting of members.
12. Members Calling a Members’ Meeting
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.
13. Absentee Voting at Members’ Meetings
Pursuant to Section 171(1) of the Act, a member entitled to vote at a meeting of members may vote by proxy by appointing in writing a proxy holder, and one or more alternate proxy holders, who are not required to be members, to attend and act at the meeting in the manner and to the extent authorized by the proxy and with the authority conferred by it subject to the following requirements:
- a proxy is valid only at the meeting in respect of which it is given or at a continuation of that meeting after an adjournment;
- a member may revoke a proxy by depositing an instrument or act in writing executed or, in Quebec, signed by the member or by their agent or mandatary
- at the registered office of the corporation no later than the last business day preceding the day of the meeting, or the day of the continuation of that meeting after an adjournment of that meeting, at which the proxy is to be used, or
- with the chairperson of the meeting on the day of the meeting or the day of the continuation of that meeting after an adjournment of that meeting;
- a proxy holder or an alternate proxy holder has the same rights as the member by whom they were appointed, including the right to speak at a meeting of members in respect of any matter, to vote by way of ballot at the meeting, to demand a ballot at the meeting and, except where a proxy holder or an alternate proxy holder has conflicting instructions from more than one member, to vote at the meeting by way of a show of hands;
- if a form of proxy is created by a person other than the member, the form of proxy shall
- indicate, in bold-face type,
- the meeting at which it is to be used,
- that the member may appoint a proxy holder, other than a person designated in the form of proxy, to attend and act on their behalf at the meeting, and
- instructions on the manner in which the member may appoint the proxy holder,
- contain a designated blank space for the date of the signature,
- indicate, in bold-face type,
- provide a means for the member to designate some other person as proxy holder, if the form of proxy designates a person as proxy holder,
- provide a means for the member to specify that the membership registered in their name is to be voted for or against each matter, or group of related matters, identified in the notice of meeting, other than the appointment of a public accountant and the election of directors,
- provide a means for the member to specify that the membership registered in their name is to be voted or withheld from voting in respect of the appointment of a public accountant or the election of directors, and
- state that the membership represented by the proxy is to be voted or withheld from voting, in accordance with the instructions of the member, on any ballot that may be called for and that, if the member specifies a choice under subparagraph (iv) or (v) with respect to any matter to be acted on, the membership is to be voted accordingly;
- a form of proxy may include a statement that, when the proxy is signed, the member confers authority with respect to matters for which a choice is not provided in accordance with subparagraph (d)(iv) only if the form of proxy states, in bold-face type, how the proxy holder is to vote the membership in respect of each matter or group of related matters;
- if a form of proxy is sent in electronic form, the requirements that certain information be set out in bold-face type are satisfied if the information in question is set out in some other manner so as to draw the addressee’s attention to the information; and
- a form of proxy that, if signed, has the effect of conferring a discretionary authority in respect of amendments to matters identified in the notice of meeting or other matters that may properly come before the meeting must contain a specific statement to that effect.
Pursuant to Section 197(1) of the Act, a special resolution of the members (and if Section 199 applies, a special resolution of each class of members) is required to make any amendment to the articles or by-laws of the Corporation to change this method of voting by members not in attendance at a meeting of members.
14. 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 (2) calendar months of the membership renewal date the members in default shall automatically cease to be members of the Corporation.
15. Termination of Membership
A membership in the Corporation is terminated when:
- the member dies or resigns;
- the member is expelled or their membership is otherwise terminated in accordance with the articles or by-laws;
- the member’s term of membership expires; or
- the Corporation is liquidated and dissolved under the Act.
16. Effect of Termination of Membership
Subject to the articles, upon any termination of membership, the rights of the member, including any rights in the property of the Corporation, automatically cease to exist.
17. 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:
- violating any provision of the articles, by-laws, or written policies of the Corporation;
- carrying out any conduct which may be detrimental to the Corporation as determined by the board in its sole discretion;
- for any other reason that the board in its sole and absolute discretion considers to be reasonable, having regard to the purpose of the Corporation.
In the event that the board determines that a member should be expelled or suspended from membership in the Corporation, 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 Corporation. 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.
18. 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.
19. 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.
20. Place of Members’ Meeting
Subject to compliance with section 159 (Place of Members’ Meetings) of the Act, meetings of the members may be held at any place within Canada determined by the board or, if all of the members entitled to vote at such meeting so agree, outside Canada.
21. 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.
22. 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 number to chair the meeting.
23. Quorum at Members’ Meetings
A quorum at any meeting of the members (unless a greater number of members are required to be present by the Act) shall be 5 percent 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.
24. Votes to Govern 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.
25. Participation by Electronic Means at Members’ Meetings
If the Corporation 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 Corporation has made available for that purpose.
26. Members’ Meeting Held Entirely by Electronic Means
If the directors or members of the Corporation 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.
27. Number of Directors
The property and business of the corporation shall be managed by a board of eleven (11) members of whom a majority shall constitute a quorum.
The Board shall be composed of nine (9) elected directors, the immediate Past-President and the Past-President Next.
The nine (9) directors shall be elected as follows:
1. There shall be one (1) director elected from each of five (5) regional constituencies from the ranks of any INSTITUTIONAL MEMBER school in good standing within the regional district. Each of the regional constituencies is defined in sub-paragraphs (c) and (d) of this section.
- There shall be (3) Directors-at-Large elected from any of the five constituent regions from the ranks of any INSTITUTIONAL MEMBER school in good standing.3. There shall be one region named the Francophone Region in order to allow membership from Francophone schools both inside and outside of the Province of Quebec to fall under a common linguistic grouping. The Francophone Director shall be elected from one of the region’s INSTITUTIONAL MEMBER schools in good standing, when feasible. English speaking schools within the Province of Quebec will be permitted to become members of the Central Canada Region if they so choose.
- There shall be one Web Director elected from any of the five constituent regions from the ranks of any INSTITUTIONAL MEMBER school in good standing.5. The remaining four (4) regions shall be called Western (British Columbia, Yukon and Northwest Territories), Prairies (Alberta, Saskatchewan and Manitoba), Central Canada (Ontario) and Atlantic Canada (New Brunswick, Nova Scotia, Prince Edward Island and Newfoundland).6. The Directors-at-Large and Directors for each of the regions shall be elected in accordance with the procedures prescribed in sub-paragraphs (f), (g) and (h) of this section and in accordance with any rules and regulations pertaining to election procedures as may be established from time to time by the Board of Directors.7. At least ninety (90) days before the annual general meeting of members, the Secretary, or his/her designated representative shall email / make available to each INDIVIDUAL MEMBER in the constituency that is scheduled to elect a director, a request to nominate himself or another INDIVIDUAL MEMBER from the constituent region for the position of Director for the region and/or Directors-at-Large as defined in sub-paragraphs (g) and (h). The number of nominations received for each position shall be tallied by the Secretary- or his/her designated representative and by two (2) tellers appointed by the President. Balloting shall be completed at the annual general meeting of the membership. Written proxy votes will be allowed. The person who receives the greatest number of votes shall be the director for the constituency and shall begin his/her office at the next annual meeting of the Board of Directors.
8. A candidate for regional Director must be an INDIVIDUAL MEMBER in good standing from the ranks of an INSTITUTIONAL MEMBER in good standing in the same regional constituency and may only be elected by; INDIVIDUAL MEMBERs in good standing from the same regional constituency (each permitted one vote); and INSTITUTIONAL MEMBERs in good standing within the relevant constituency (each having one vote in addition to the INDIVIDUAL MEMBER’s vote).
9. A candidate for Director-at-Large must be an INDIVIDUAL MEMBER in good standing from the ranks of an INSTITUTIONAL MEMBER in good standing from any regional constituency and may only be elected by: INDIVIDUAL MEMBERs in good standing from any of the regional constituencies (each permitted one vote); and INSTITUTIONAL MEMBERs in good standing from any of the regional constituencies (each having one vote in addition to the INDIVIDUAL MEMBER’s vote).
Directors from the Western Region, the Central Region and two Director-at-Large serve terms normally beginning in ODD years and ending in ODD years. Directors from the Prairies Region, the Francophone Region, the Atlantic Canada Region and one Director-at-Large shall serve terms normally beginning in EVEN years and ending in EVEN years.
28. Term of Office of Directors
The regular term of office for directors shall be two (2) years. No person shall hold the office of Director for more than three (3) terms of two (2) years consecutively.
The office of a Director shall be vacated automatically:
1. if a director resigns his/her office by delivering a written resignation to the Secretary-Treasurer of the corporation;
2. if the educational institution, for which a director is the voting representative, ceases to be a member of the corporation or if the member educational institution terminates the director’s designation as its voting representative;
3. if he/she is found to be a lunatic or becomes of unsound mind;
4. if he/she becomes bankrupt or suspends a payment or compounds with his/her creditors;
5. if at any special meeting of the members as a whole, a resolution is passed by three-quarters (3/4) of the voting members present at the meeting that he/she be removed from office;
6. on death.
Provided that if any vacancy shall occur for any of the reasons contained in
Section 17, the vacancy of a directorship shall be filled by an acting director, to serve the remainder of the term who shall be appointed by the remaining directors on the Board from the general membership having definite regard for the regional and linguistic requirements of the position. Serving out the term of a director shall not constitute a term within the meaning of the three-term limitation imposed in
29. Calling of Meetings of Board of Directors
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. If the Corporation has only one director, that director may call and constitute a meeting.
30. Notice of Meeting of Board of Directors
A meeting in Canada of the Board of Directors may be called at any time by the unanimous consent of the officers or upon the written request of three-fifths (3/5) of the Members of the Board.
Meetings shall be called by way of notice sent by mail, email or by any other electronic means or delivered in person to the Directors. The notice of meeting shall specify the place, date and time of the proposed meeting, and if possible the purpose or agenda. Notice shall be received at least two (2) clear business days before the meeting, a Director being deemed to have received such notice within the normal time for delivery according to the means of communication used, in the case of mail at least fourteen (14) days, unless there are reasonable grounds for believing that the notice was not received on time or was not received at all.
31. Regular Meetings Section
An annual meeting of the Board of Directors shall take place within the week prior to the annual general meeting of members, normally immediately prior to the annual Professional Development Conference.
Another meeting of the Board will take place immediately after the Annual General Meeting at which time any newly elected and appointed directors will take office. Within five (5) months following the Board’s annual meeting, the President shall poll the other directors as to the necessity of holding a second meeting of the Board.
32. Votes to Govern 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.
33. Committees of the Board of Directors
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.
34. 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. 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.
35. 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 Corporation, if designated and if officers are appointed, shall have the following duties and powers associated with their positions:
- 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.
- 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.
- President – If appointed, the president shall be the chief executive officer of the Corporation and shall be responsible for implementing the strategic plans and policies of the Corporation. The president shall, subject to the authority of the board, have general supervision of the affairs of the Corporation.
- 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; the secretary shall be the custodian of all books, papers, records, documents and other instruments belonging to the Corporation.
- 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 Corporation 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.
36. 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 Corporation. Unless so removed, an officer shall hold office until the earlier of:
- the officer’s successor being appointed,
- the officer’s resignation,
- such officer ceasing to be a director (if a necessary qualification of appointment) or
- such officer’s death.
If the office of any officer of the Corporation shall be or become vacant, the directors may, by resolution, appoint a person to fill such vacancy.
37. Method of Giving Any Notice
Any notice (which term includes any communication or document), other than notice of a meeting of members or a meeting of the board of directors, 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:
- 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 with section 128 (Notice of directors) or 134 (Notice of change of directors);
- if mailed to such person at such person’s recorded address by prepaid ordinary or air mail;
- if sent to such person by telephonic, electronic or other communication facility at such person’s recorded address for that purpose; or
- 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 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.
38. 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.
39. 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.
40. Mediation and Arbitration
Disputes or controversies among members, directors, officers, committee members, or volunteers of the Corporation are as much as possible to be resolved in accordance with mediation and/or arbitration as provided in the section on dispute resolution mechanism of this by-law.
41. Dispute Resolution Mechanism
In the event that a dispute or controversy among members, directors, officers, committee members or volunteers of the Corporation arising out of or related to the articles or by-laws, or out of any aspect of the operations of the Corporation 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 Corporation 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:
- 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 Corporation) 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.
- The number of mediators may be reduced from three to one or two upon agreement of the parties.
- 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 Corporation 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.
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.
42. 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 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 section 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.