CBIA By-law

THE CANADIAN BAR INSURANCE ASSOCIATION/L'ASSOCIATION D'ASSURANCES DU BARREAU CANADIEN

BY-LAW NO. 1 (Amended May 25, 2018)

A By-law relating generally to the conduct of the affairs of THE CANADIAN BAR INSURANCE ASSOCIATION/L'ASSOCIATION D'ASSURANCES DU BARREAU CANADIEN (the "Corporation"). 

BE IT ENACTED as a By-law of the Corporation as follows:

ARTICLE 1 - GENERAL

1.1  Definitions

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

(a)    "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;

(b)    "Articles" means the original or restated articles of incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement or revival of the Corporation;

(c)    "Board" means the board of directors of the Corporation;  

(d)    "By-law" means this by-law no. 1 and any other by-laws of the Corporation as amended and which are, from time to time, in force and effect;

(e)    "CBA" means The Canadian Bar Association/L'Association du Barreau canadien;

(f)    "Director" means a member of the Board;

(g)    "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;

(h)    "Regulations" means the regulations made under the Act, as amended, restated or in effect from time to time; and

(i)    "Special Resolution" means a resolution passed by a majority of not less than two-thirds (2/3) of the votes cast on that resolution.

(j)    “Student Members” means persons who are law school student members of the CBA.

1.2  Interpretation

In the interpretation of this By-law, words in the singular include the plural and vice-versa, words in one gender included 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  Corporate Seal

The Corporation may have a corporate seal or seals 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.

1.4  Execution of Documents

Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring execution by the Corporation may be signed by any person or persons authorized by the Board from time to time.     Any person authorized to sign any document may affix the corporate seal (if any) to the document.  Any authorized signing officer may certify a copy of any instrument, resolution, By-law or other document of the Corporation to be a true copy thereof. 

1.5  Financial Year End

Unless otherwise determined by the Board, the financial year end of the Corporation shall be November 30 in each year.

1.6  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 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.

1.7  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.

ARTICLE 2 - MEMBERSHIP AND VOTING RIGHTS 

2.1  Membership Conditions

Subject to the Articles, there shall be three classes of members of the Corporation, namely, Active Members, General Members and Associate Members.  The Board of Directors of the Corporation may, by resolution, approve the admission of the members of the Corporation.  Members may also be admitted in such other manner as may be prescribed by the Board by resolution.    A person qualifying as an Active Member shall not be a General Member or Associate Member, even if the person otherwise qualifies for membership in such class or classes.   The following conditions of membership shall apply:

(a)    Active Members
(i)    The Active Member class shall be comprised of those persons holding the offices of Chair, Vice-Chair and Past-Chair of the Corporation, as determined by the Board by resolution.
(ii)    The term of membership as an Active Member shall automatically cease when the person ceases to hold the office of Chair, Vice-Chair or Past-Chair.
(iii)    As set out in the Articles, each Active Member is entitled to receive notice of, attend and vote at all Meetings of Members and each such Active Member shall be entitled to one (1) vote at such meetings.

(b)    General Members
(i)    The General Member class shall be comprised of those persons who from time to time constitute members in good standing of the CBA, other than Student Members.
(ii)    The term of membership as a General Member shall automatically cease when such person ceases to be a member in good standing of the CBA.
(iii)    Subject to the Act and the Articles, a General Member shall only be entitled to receive notice of, and attend annual Meetings of the Members of the Corporation and any Special Meetings of Members which have been called for the purpose(s) of considering (i) appointing or removing the public accountant for the Corporation, (ii) amending or repealing any By-law of the Corporation, and/or making any amendment to the articles of the Corporation. 
(iv)    Subject to the Act and the Articles, at any meeting which General Members are entitled to receive notice of, and attend as set out in (iii) above, such members shall only be entitled to vote on the appointment or removal of the public accountant for the Corporation,  the amendment or repeal of any By-law of the Corporation and/or the making of any amendment to the articles of the Corporation, and shall have one (1) vote with respect to each of the aforementioned matters only.

(c)    Associate Members
(i)    The Associate Member class shall be comprised of those persons who from time to time are recorded as members in the Corporation's roster of Associate Members and are (i) members in good standing of the Bar of a Province or Territory of Canada, or of the Chambre des Notaires du Quebec, (ii) students attending a recognized law school in Canada, (iii) students completing their articles in any Province or Territory of Canada,  (iv) now retired and prior to their retirement were members in good standing of the Bar of a Province or Territory of Canada, or the Chambre des Notaires du Quebec, (v) judges and retired judges of Canadian federal, provincial or territorial courts, or (vi) Student Members.
(ii)    The term of membership of an Associate Member shall automatically cease when the person no longer satisfies the membership criteria set out in (i) above.
(iii)    Subject to the Act and the Articles, an Associate Member shall not be entitled to receive notice of, attend or vote at Meetings of  Members of the Corporation.

2.2  Transition

Upon the coming into force of this By-law, all members existing immediately prior to the coming into force of this By-law shall cease to be members of the classes of members existing at such time.  Thereafter, any person who qualifies as a member pursuant to Section 2.1 of this By-law shall be automatically admitted as a member of the Corporation.

ARTICLE 3 - MEMBERSHIP TERMINATION AND DISCIPLINE

3.1  Termination of Membership

A membership in the Corporation is terminated when:

(a)    the member dies, or, in the case of a member that is a corporation, the corporation is dissolved;

(b)    a member fails to maintain any qualifications for membership described in Section 2.1 of these By-laws;

(c)    the member resigns by delivering a written resignation to the Chair of the Corporation in which case such resignation shall be effective on the date specified in the resignation;

(d)    the member is expelled in accordance with Section 3.2 below or is otherwise terminated in accordance with the Articles or By-laws;

(e)    the member’s term of membership expires; or

(f)    the Corporation 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 Corporation, automatically cease to exist.

3.2  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:

(a)    violating any provision of the Articles, By-laws, or written policies of the Corporation;

(b)    carrying out any conduct which may be detrimental to the Corporation as determined by the Board in its sole discretion;

(c)    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.

ARTICLE 4 - MEETINGS OF MEMBERS

4.1  Annual Meeting of Members

The annual Meeting of Members shall be held during the week of, and in the same city as, the annual conference of CBA.

4.2  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 at least one of the following means:

(a)    by mail, courier or personal delivery to members 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; 

(b)    by telephonic, electronic or other communication facility to members 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;

(c)    provided that the Corporation has more than 250 members at the time, by publication at least once in each of the three weeks immediately before the day on which the meeting is to be held in one or more newspapers circulated in the municipalities in which the majority of the members of the Corporation reside as shown by their addresses in the register of members; or

(d)    provided that the Corporation has more than 250 members at the time, by publication at least once in a publication of the Corporation that is sent to all its members, during a period of 21 to 60 days before the day on which the meeting is to be held.  

4.3  Voting by Proxy

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 proxyholder, and one or more alternate proxyholders, 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.  The form of proxy must comply with the requirements of the Act and the Regulations, and must be deposited with the Secretary of the Corporation prior to the commencement of the meeting.

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 mandatory, in compliance with the requirements of the Act and the Regulations.

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.

4.4  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 (including duly appointed proxyholders), 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 Active Members.

4.5  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 numbers to chair the meeting. 

4.6  Quorum

A quorum for the transaction of business at any meeting of the members (unless a greater number of members are required to be present by the Act) shall be: 

(a)    with respect to Active Members at any meeting of Active Members only, or at which a separate class vote of Active Members is to occur, shall consist of not less than two (2) Active Members present in person or by proxy;

(b)    with respect to General Members at any meeting of General Members only, or at which a separate class vote of General Members is to occur, shall consist of not less than fifty (50) General Members present in person or by proxy; 

(c)    with respect to Associate Members at any meeting of Associate Members only, or at which a separate class vote of Associate Members is to occur, shall consist of not less than five (5) Associate Members present in person or by proxy; and

(d)    at any meeting at which two (2) or more member classes are entitled to vote together, not less than the number of members specified in (a), (b) and (c) above, for each class entitled to attend and vote at such 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.

4.7  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 by those members entitled to vote (including proxyholders). In case of an equality of votes either on a show of hands or on a ballot or on the results of electronic voting, no person shall be entitled to have a second or casting vote, and the motion shall not pass.

Except as provided herein, every question shall be decided in the first instance by a show of hands unless a poll be demanded by any member who is entitled to vote thereon.  Upon a show of hands every member having voting rights present in person or by proxy shall have one vote, and unless a poll be demanded by any member entitled to vote thereon, a declaration by the chair of the meeting that a resolution has been carried or not carried and an entry to that effect in the minutes of the Corporation shall be sufficient evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.  The demand for a poll may be withdrawn, but if demand for a poll is made and not withdrawn the question shall be decided by a majority of votes cast by members present in person or by proxy, and such poll shall be taken in such manner as the chair of the meeting shall direct and the results of such poll shall be deemed the decision of the Corporation in general meeting upon the matter in question.

With respect to voting at annual meetings upon the appointment of a public accountant, and with respect to voting at any special general meeting called to consider the appointment or removal of the public accountant, the amendment or repeal of any By-law of the Corporation, or the making of any amendment to the articles of the Corporation, the votes of General Members shall be counted together with those of Active Members in order to determine the final voting result unless the Act specifically permits any member class to vote separately as a class or group with respect to a particular matter.  

4.8  Participation in Meetings

At any meeting of Active Members, the Active Members may participate in such meeting by means of a telephonic, an electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting.  The Active Members so participating in a meeting are deemed to be present at the meeting.

ARTICLE 5 - DIRECTORS

5.1  Election and Term

Subject to the Articles, the Active Members, after consultation with the CBA, will elect the Directors at the first meeting of Active Members and at each succeeding meeting at which an election of Directors is required.  Once elected, Directors shall hold office for a term of two (2) years, unless the Director resigns or is removed from office in accordance with the terms of the Act and these By-laws prior to the end of such term.

The Directors who were elected prior to the Corporation’s continuance under the Act shall continue to hold their positions for the remainder of the then-current two (2) year term.

5.2  Term Limits

A Director may be elected for a maximum of three (3) terms [i.e. six (6) years in total] unless such Director has been elected as an Officer, in which case such Director can be elected for a total of up to six (6) terms [i.e. twelve (12) years in total].

5.3  Term Extensions for Chair, Vice-Chair and Past-Chair

Notwithstanding Section 5.2, a person who serves as Past-Chair may be elected as a Director and serve a second term as Past-Chair [i.e. an additional two (2) years] should a Chair be unable or unwilling to serve in the Office of Past-Chair.

5.4  Effective Date of Appointment

Appointments of Directors shall be effective as of December 1 in the years of appointment, except for those Directors who are appointed to fill a vacancy, in which case the appointment of such Director shall be from the date stated in the appointment and shall be for the balance of the term of the Director who created the vacancy.  For the sake of clarity, any portion of a term served by a person appointed to fill a Director vacancy shall not be considered for the purposes of Sections 5.2 and 5.3 to be a term unless the person so appointed held such position for a period of at least 18 months, in which case it shall be considered a full term.

5.5  Remuneration of Directors

The Directors shall receive no remuneration for acting as such but, by resolution of the Board of Directors, reasonable expenses incurred on behalf of the Corporation may be allowed and expenses of their attendance may be allowed for their attendance at each meeting of the Board of Directors and at each meeting of a Board committee.  Nothing herein shall be construed to preclude any Director from serving the Corporation as an officer or in any other capacity and receiving compensation therefor.

ARTICLE 6 - MEETINGS OF DIRECTORS

6.1  Calling of Meetings

Meetings of the Board may be called by the Chair, the Vice-Chair or any three (3) Directors at any time.    

6.2  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 9.1 of this By-law to every Director of the Corporation not less than seven (7) 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 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.

6.4  Quorum

A quorum for the transaction of business at any meeting of Directors shall be a majority of the Directors.

If a quorum is present at the opening of a meeting of Directors, the Directors present may proceed with the business of the meeting even if a quorum is not present throughout the meeting.

6.5  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.

6.6  Participation in Meetings

A Director may, if all of the Directors consent, participate in a meeting of Directors or of a committee of Directors by means of a telephonic, an electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting.  A Director so participating in a meeting is deemed to be present at the meeting.  

6.7  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.

ARTICLE 7 - OFFICERS

7.1  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:

(a)    Chair - The Chair of the Board, if one is appointed by the Board, shall be a Director. The Chair, if any, shall, when present, preside at all meetings of the Board and of the members. The Chair shall have such other duties and powers as the Board may specify.

(b)    Vice-Chair - The Vice-Chair of the Board, if one is appointed by the Board, shall be a Director. If the Chair of the Board is absent or is unable or refuses to act, the Vice-Chair, if any, shall, when present, preside at all meetings of the Board and of the members. The Vice-Chair shall have such other duties and powers as the Board may specify.

(c)    Past-Chair - The Past-Chair of the Board, if one is appointed by the Board, shall be a Director and shall have been the Chair of the Board immediately prior to the current Chair.  If appointed, the Past-Chair shall have such powers and duties as the Board may specify.

(d)    President - The President, if one is appointed by the Board, 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.

(e)    Vice President(s) - The President may appoint one or more Vice Presidents.  If appointed, the Vice-President or Vice-Presidents, shall report to the President and shall have such powers and duties as the President may specify.

(f)    Secretary – The President may appoint a Secretary.  If appointed, the Secretary shall report to the President and shall have such powers and duties as the President 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, as the case may be, 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.

7.2  Appointment of Officers

The Chair, Vice-Chair and Past Chair shall be appointed biennially by the Directors in accordance with the Board's nomination and approval procedures from the ranks of the existing Directors, or as otherwise deemed necessary from time to time, provided that the incumbents shall, while they continue to be Directors, hold office until their successors are elected.  The Board shall appoint a President from time to time, as the need arises and as the Board sees fit.  

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 Corporation. Unless so removed, an officer shall hold office until the earlier of:

(a)    the officer’s successor being appointed,

(b)    the officer’s resignation,

(c)    such officer ceasing to be a Director (if a necessary qualification of appointment), or

(d)    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.

ARTICLE 8 - GENERAL PROTECTIONS

8.1  Interest of Directors and Officers in Contracts

Every Director or officer who is in any way, whether directly or indirectly, interested in a contract, transaction or arrangement or proposed contract, transaction or arrangement with the Corporation shall declare such interest to the extent, in the manner and at the time required by the applicable provisions of the Act and shall refrain from voting in respect of the contract or arrangement or proposed contract or arrangement if and when prohibited by the Act.

Subject to the foregoing, no Director or officer shall be disqualified by his/her office from contracting with the Corporation nor shall any contract or arrangement entered into by or on behalf of the Corporation with any Director or officer in which a Director or officer is in any way interested be liable to be avoided, nor shall any Director or officer so contracting or being so interested be liable to account to the Corporation for any profit realized under any such contract or arrangement by reason of such Director or officer holding that office or of the fiduciary relationship thereby established.

8.2  Protection of Directors and Officers

Every Director and officer of the Corporation in exercising his or her powers and discharging his or her duties as well as such shall act honestly and in good faith with a view to the best interests of the Corporation and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.  Subject to the foregoing, and to the extent permitted by applicable law, no Director or officer shall be liable for the acts, receipts, neglects or defaults of any other Director or officer or employee, or for joining in any receipt or other act for conformity, or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired for or on behalf of the Corporation, or for the insufficiency or deficiency of any security in or upon which any of the monies of the Corporation shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious acts of any person with whom any of the monies, securities or effects of the Corporation shall be deposited, or for any loss occasioned by any error of judgment or oversight on his or her part, or for any other loss, damage or misfortune whatsoever which shall happen in the execution of the duties of his or her office or in relation thereto, unless the same are occasioned by his or her own wilful neglect or default; provided that nothing herein shall relieve any Director or officer from the duty to act in accordance with the Act.

Directors and officers may rely in good faith upon the accuracy of any statement or report prepared by the Corporation's internal accountants, actuaries or other persons whose profession lends credibility to a statement made by that person, and shall not be responsible or held liable for any loss or damage resulting from acting upon such statement or report.

8.3  Indemnification of Directors and Officers

The Corporation shall indemnify a Director or officer, a former Director or officer, or a person who acts or acted at the Corporation's request as a Director or officer of a body corporate of which the Corporation's Directors or officers are members, or of which the Corporation is or was a shareholder or creditor (or a person who undertakes or has undertaken any liability on behalf of the Corporation or any such body corporate) and his/her heirs and legal representatives, against any liability resulting from any third party proceeding against such person (liability shall include, without limitation, judgments, fines, penalties and amounts paid in settlement) and any and all costs, charges and expenses reasonably incurred by him/her in respect of any civil, criminal or administrative action or proceeding, or any appeal therefrom, to which he/she is made a party by reason of being or having been a Director or officer of the Corporation or such body corporate, if:

(a)    he/she acted honestly and in good faith with a view to the best interests of the Corporation; and

(b)    in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he/she had reasonable grounds for believing that his/her conduct was lawful.

Cost, charges, and expenses which are the subject of indemnification hereunder shall include all direct and indirect costs of any type whatsoever including any deductible or solicitor/client costs incurred by the person receiving indemnification.

Any indemnification provided for herein shall be promptly advanced to the person eligible for indemnification as the costs, charges or expenses are incurred by such person or when such person becomes subject to a liability as defined in this Section 8.3.  In the event it is determined that the person is not entitled to be indemnified hereunder, the Corporation shall have the right to require the indemnified person to repay all amounts provided to such person pursuant to this indemnification.  The burden of providing that indemnification or advances are not appropriate is on the Corporation.

The Corporation shall further indemnify any person eligible for indemnification hereunder to the extent that this indemnification results in any tax liability accruing to such indemnified person.
The Corporation may arrange for one or more policies of directors' and officers' liability insurance to be put in place at the expense of the Corporation and for the benefit of the Corporation and/or its Directors and officers as the Board of Directors may from time to time determine.

8.4  Irregularities

No act or proceeding of any Director or officer or the Board of Directors or any committee thereof shall be deemed invalid or ineffective by reason of the subsequent ascertainment of any irregularity in regard to such act or proceeding or the qualification of such Director or officer or Board of Directors or committee thereof.

ARTICLE 9 - NOTICES

9.1  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:

(a)    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); or

(b)    if mailed to such person at such person’s recorded address by prepaid ordinary or air mail; or

(c)    if sent to such person by telephonic, electronic or other communication facility at such person’s recorded address for that purpose; or

(d)    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.

9.2  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.

9.3  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 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.

9.4  Notices Published in CBA National Magazine

Any notice which may properly be given to members in a publication of the Corporation pursuant to the Act, the Articles, the By-laws or otherwise, shall be properly given if published in the CBA’s National Magazine or any successor publication to the National Magazine which is broadly distributed to the members of the CBA.

ARTICLE 10 - RELATIONSHIP WITH CBA

10.1  Reports to CBA

The Chair, Vice-Chair or other person designated by the Board shall report to the National Executive and Council of CBA upon request, and, in any event, not less than twice per year at meetings held in conjunction with the mid-winter and annual conferences of Council, one of which reports shall include an annual audited financial statement prepared on a comparative basis in accordance with generally accepted accounting principles to which shall be attached the report of the public accountant of the Corporation.

10.2  Reports to Provincial Branches of CBA

The Directors of the Corporation shall, on a regular basis, report to their respective provincial branch Council, and, in any event, at the last meeting of each such Council preceding the annual meeting of the CBA.

10.3  Providing Information to CBA

The Corporation shall provide to the CBA, from time to time, such reasonable information as the CBA may request with respect to the activities and operations of the Corporation.

10.4  Responsibility for the Corporation

The Directors have the authority and responsibility for administering the affairs and activities of the Corporation in accordance with the provision of its Articles, By-laws and the provisions of the Act.

ARTICLE 11 - EFFECTIVE DATE

11.1  Effective Date

This By-law shall be effective upon confirmation by the Active Members and General Members of the Corporation by ordinary resolution, at which time it shall replace and supercede all by-laws then in force.

CERTIFICATE

CERTIFIED to be By-Law No. 1 of the Corporation, as amended by the Directors of the Corporation by resolution on May 25, 2018 and confirmed by the Active Members and General Members of the Corporation by ordinary resolution on May 25, 2018.

Dated as of May 25, 2018.

Henry Kugler, President and Chief Executive Officer