BY-LAW NUMBER 1

A by-law relating generally to the transaction of the affairs of

CANADIAN SELF STORAGE ASSOCIATION

BE IT ENACTED as a by-law of Canadian Self Storage Association as follows:

BY-LAW NUMBER 1

A by-law relating generally to the transaction of the affairs of

CANADIAN SELF STORAGE ASSOCIATION

BE IT ENACTED as a by-law of Canadian Self Storage Association as follows:

ARTICLE 1      –  DEFINITIONS

1.1         Definitions. In this by-law and in all other by-laws and special resolutions of the Corporation, unless the context otherwise requires:

(a)            “Annual Financial Statements” mean the comparative financial statements of the Corporation, as prescribed by the CNCA, the report of the Public Accountant and any further information respecting the financial position of the Corporation and the results of its operations required by the Articles, the By-laws or any unanimous member agreement;

(b)           “Annual Meeting” means an annual meeting of the Members of the nature described in Section 4.1;

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

(d)           “Assessments” means such amounts as are from time to time levied by the Corporation on its Members in order to enable it to carry out its purposes, including amounts required for salaries of employees of the Corporation, advertising, promotions and other activities of the Corporation;

(e)            “Board” means the board of Directors of the Corporation;

(f)            “By-laws” mean this by-law and all other by-laws of the Corporation from time to time in force and effect;

(g)            “Chair” means the chair of the Board of the Corporation;

(h)           “CNCA” means the Canada Not-for-Profit Corporations Act, S.C. 2009, c. 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;

(i)             “Committee” means a committee or, where the context permits, a subcommittee of the Board;

(j)             “Control Person” means any Director, officer, employee of the Corporation, or any person who has obtained Corporate Information;

(k)           “Corporate Information” means information which is acquired solely by reason of involvement with the Corporation and which the Corporation is under an obligation to keep confidential;

(l)             “Corporation” means the “Canadian Self Storage Association”, a corporation continued as a corporation without share capital under the CNCA;

(m)          “Declared Incapable” in reference to a person means:

(i)             that a court of competent jurisdiction has declared that person to be incapable of managing property and has therefore appointed a committee, tutor, guardian or other custodian to manage the property of such person; or

(ii)           that the Corporation has obtained a letter from a physician licensed to practice medicine in one or more of the provinces of Canada declaring the person to be incapable of managing property;

(n)           “Director” means a director of the Corporation;

(o)           “Dues” means the annual amount paid by each Member for membership in the Corporation;

(p)           “Entity” means a partnership, association, corporation, company or other body corporate where and however incorporated, or other organization;

(q)           “Indirect Benefit” means a benefit derived by:

(i)             a Control Person;

(ii)           a close friend, family member, business associate of a Control Person;

(iii)          a company or partnership in which the Control Person holds a significant interest; or

(iv)          means a benefit which advances or protects the Control Person’s interests notwithstanding that the benefit may not be measurable in money;

(r)            “Meeting of Members” means a meeting of members and includes an Annual Meeting of Members or a Special Meeting of Members;

(s)            “Members” means those persons referred to in Section 3.1, and “Member” shall have a corresponding meaning;

(t)            “Membership Fee” means the initial fee paid by each Member upon being accepted for membership in the Corporation;

(u)           “Ordinary Resolution” means a resolution passed by a majority of the votes cast on that resolution;

(v)           “Person” means an individual, corporation, partnership, sole proprietorship, joint venture, trust, or any other entity;

(w)          “Public Accountant” means the person from time to time appointed pursuant to Section 14.1 hereof;

(x)            “Region” means Canada;

(y)           “Secretary” means the secretary of the Corporation;

(z)           “Special Meeting of Members” means a meeting of the members other than an Annual Meeting; and

(aa)         “Special Resolution” means a resolution passed by a majority of not less than two-thirds of the votes cast on that resolution.

1.2         Interpretation. In these By-laws and in all other By-laws hereafter passed, unless the context otherwise requires, words importing the singular number or the masculine gender shall include the plural number or the feminine gender, as the case may be, and vice versa, and references to persons shall include individuals, firms and corporations. The division of these By-laws into Articles and Sections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation hereof.

ARTICLE 2      –  general

2.1         Purpose. The Corporation’s purpose is to promote the self-storage related interests of those persons which are engaged in business as owners, developers, managers, lessees or operators of self-service storage facilities and those which are engaged in business connected with or related to self-service storage facilities.

2.2         Registered Office. Until changed in accordance with the CNCA, the registered office of the Corporation shall be situated in the Province of British Columbia.

2.3         Head Office. The head office of the Corporation shall be situated at such place in Canada as may be determined by the Board from time to time.

2.4         Financial Year. The financial year of the Corporation shall end on December 31 or such other date as the Board may from time to time by resolution determine.

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

ARTICLE 3      –  MEMBERS

3.1         Membership. The Members of the Corporation shall be limited to persons who are interested in furthering the purpose of the Corporation, who meet the additional conditions of membership set out in Section 3.2, and whose application for admission as a Member has received the approval of the Board or of any membership committee of the Board or of an authorized officer of the Corporation in accordance with membership admission rules adopted by the Board from time to time by resolution, and such approval shall state the class of membership applicable to such a Member as one of the classes specified in the Articles. Each Member shall be promptly informed by the Secretary of his admission as a Member.

3.2         Classes of Members and Conditions of Membership. Subject to the CNCA and the Articles, there shall be three classes of Members of the Corporation, namely Active Members, Associate Members and Honorary Members. The following conditions of membership shall apply:

(a)            Active Members

(i)             Active membership shall be available to persons interested in furthering the purpose of the Corporation in the Region, and such persons shall either own an operating self-storage facility or group of facilities, or directly manage a self-storage facility or group of facilities. Only one Active Membership may be held by each person for its respective owned or managed self-storage facility or group of facilities.

(ii)           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 vote at such meetings.

(b)           Associate Members

(i)             Associate membership shall be available to persons who have a need or wish to be informed of the activities of the Corporation, and may include persons intending on entering the marketplace, vendors and suppliers to the industry and those interested in promoting the industry.

(ii)           Subject to the CNCA and the Articles, Associate Members shall not be entitled to vote at Meetings of Members, but shall be entitled to receive notice of, attend and speak at Meetings of Members.

(c)            Honorary Members

(i)             Honorary members shall be available to persons selected by the Board on the basis that such persons have contributed to the furtherance of the purpose of the Corporation.

(ii)           Subject to the CNCA and the Articles, Honorary Members shall not be entitled to vote at Meetings of Members, but shall be entitled to receive notice of, attend and speak at Meetings of Members.

3.3         Board Discretion. The Board has the discretion to accept or reject application for membership in the Corporation; provided that in the event membership is accepted, the applicant must immediately pay to the Corporation any Membership Fee, if applicable. The exercise of said discretion is subject to review at any Meeting of the Members of the Corporation.

3.4         Other Membership Rights. Associate Members or Honorary Members who are individuals shall be eligible to serve on any committee of the Board at the discretion of the Board.

3.5         Membership Fees. The Membership Fee for each class of Members shall be determined by the Board from time to time; provided that the Active Members in good standing may alter the Membership Fee for any class of Members by Ordinary Resolution.

3.6         Dues. The Dues for each class of Members of the Corporation shall be determined by the Board from time to time; provided that the Active Members in good standing may alter the Dues by Ordinary Resolution.

3.7         Assessments. Assessments to be levied by the Corporation on its Members from time to time shall be fixed by Special Resolution of the Active Members in good standing.

3.8         Compliance. Any person who applies for and is accepted as a Member of the Corporation shall abide by the Articles and shall be bound by and comply with all provisions of these By-laws both as to conduct and as to payments by way of Membership Fees, Dues, Assessments or otherwise to be made to the Corporation.

3.9         Withdrawal by Member. Members may withdraw from the Corporation by delivering to the Corporation a resignation in writing, which shall be effective at the time such written resignation is accepted by the Board, or at the time specified in the written resignation, whichever is earlier.

3.10      Expulsion of Members. Any Member may be expelled at any time by a Special Resolution of the Active Members in good standing at a Meeting of Members of the Corporation. The notice calling the Meeting of Members shall be delivered to the Member facing expulsion and contain therein a specific reference to the fact that such a motion is to be proposed at the Meeting of Members and a description of the reason therefor. The Member or representative of the Member shall have the right to speak on the Member’s behalf at such a meeting.

3.11      Termination of Membership. Membership in the Corporation shall lapse and terminate upon the earliest to occur of any one of the following events:

(a)            the death or dissolution of a Member;

(b)           a Member being Declared Incapable;

(c)            a Member becoming bankrupt or making an assignment into bankruptcy or making a proposal or an arrangement with his creditors;

(d)           if a Member has failed to comply with the terms of membership as set out in the Articles or By-laws and the Corporation provided written notice of same to the Member and such non-compliance has not been remedied within thirty (30) days thereafter, as determined by the Board;

(e)            upon resolution by the Board if a Member has failed to pay the Membership Fee, Dues, Assessments or other fees, if any, within thirty (30) days after the respective due date;

(f)            a Member ceasing to meet the qualifications of membership as set out in Section 3.2;

(g)            the withdrawal or resignation of a Member in accordance with Section 3.9; or

(h)           expulsion of a Member in accordance with Section 3.10.

3.12      Liability for Dues. Notwithstanding that a person has ceased to be a Member pursuant to the provisions of this Article 3, they shall remain liable to the Corporation for the payment of any outstanding Membership Fees, Dues, or Assessments, or other fees, if any, relating to the period in which they were a Member. No person who has ceased to be a Member shall be entitled to a refund of the Membership Fee, Dues, Assessment or other fees paid.

ARTICLE 4      –   MEMBERS’ MEETINGS

4.1         Annual Meetings of Members. Each Annual Meeting of the Members of the Corporation shall be held not later than six (6) months after the end of the Corporation’s preceding financial year. At every Annual Meeting, in addition to any other business that may be transacted:

(a)            the Annual Financial Statements shall be presented to the Members;

(b)           a Board shall be elected; and

(c)            a Public Accountant shall be appointed for the ensuing year.

A copy of the Annual Financial Statements shall be sent to the director appointed under the CNCA at least twenty-one (21) days before the date fixed for the Annual Meeting, or without delay in the event that all Members have signed a resolution dealing with all matters required by the CNCA to be dealt with at the Annual Meeting.

4.2         Place of Meetings. Each Annual Meeting or any other meeting of the Members shall be held at at any place within Canada on such day in each year and at such time as the Board may determine. Each Annual Meeting may be held at a place outside Canada if all Members agree that the meeting is to be held at that place.

4.3         Calling of Meetings. The Board, the President, the Vice-President, or the Secretary shall have power to call, at any time, any meeting of the Members of the Corporation.

4.4         Notice of Members’ Meetings. Written notice of the time and place of all meetings of the Members of the Corporation shall be given to each Member who, at the close of business on the record date for notice or, if no record date for notice is fixed, at the close of business on the day preceding the day on which notice is given, is entered in the register of Members and to each Director, and to the Public Accountant. The statutory declaration of the Secretary or the Chair or of any other person authorized to give notice of a meeting that notice has been given pursuant to this By-law shall be sufficient and conclusive evidence of the giving of such notice.

Any person entitled to such notice may waive such notice in writing either before, at or after the meeting to which the notice relates.

Notice of a Special Meeting of Members shall state the nature of the business to be transacted thereat in sufficient detail to permit a Member to form a reasoned judgement thereon and shall state the text of any Special Resolution to be submitted to the meeting. For the purpose of this Section, notice shall be given as follows:

(a)            by mail, courier or personal delivery to each person entitled to notice, during a period of 21 to 60 days before the day on which the meeting is to be held; or

(b)           by telephonic, electronic or other communication facility to each person entitled to notice, 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 given by mail, courier or personal delivery.

4.5         Error or Omission in Notice. No error or omission in giving notice of any meeting or any adjourned meeting of the Members of the Corporation shall invalidate such meeting or make void any resolutions passed or proceedings taken thereat and any Member may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat.

4.6         Chairing Meetings. The President, or, in the President’s absence, the Vice President or, in the absence of the Vice-President, the Secretary or, if there is no Secretary, any one Director who is also a Member shall be the chair at such particular meeting of the Members.

4.7         Persons Entitled to be Present. The only persons entitled to attend Meetings of Members shall be the Members of the Corporation, the Directors and the Public Accountant of the Corporation and others who are entitled or required under any provision of the CNCA or the Articles or By-laws to be present at the meeting. Any other persons may be admitted only on the invitation of the chair of the meeting or with the consent of the meeting and, at such Active meeting, all Members shall have the right to consent thereto. For greater certainty, only Members of the Corporation shall have the right to vote at such meetings although others present at such meetings in accordance with the CNCA or the Articles or By-laws shall be allowed to speak with the consent of the meeting.

4.8         Adjournments. Any meeting of the Members of the Corporation may be adjourned to any time and from time to time and such business may be transacted at such adjourned meeting as might have been transacted at the original meeting from which such adjournment took place. If a meeting of Members is adjourned for less than thirty-one (31) days, no notice shall be required of any such adjournment. If a meeting of Members is adjourned by one or more adjournments for an aggregate of days that is more than thirty (30) days, notice of the adjournment shall be given to the Members, the Directors and the Public Accountant in the manner referred to in Section 4.4. Such adjournment may be made notwithstanding that no quorum is present.

4.9         Quorum. Quorum for the transaction of business at a Meeting of Members shall be two or more persons who are, or who represent by proxy, not less than 5% of the Members entitled to vote at such Meeting.

4.10      Voting. Unless the CNCA or the By-Laws provide otherwise, each Member present in person or by proxy and in good standing, at all meetings of the Members, shall be entitled to one vote on each matter to be voted upon by the Members.

4.11      Representative Voting. Unless the CNCA provides otherwise, where an Entity is a Member of the Corporation, entitled to vote, the Corporation shall recognize any individual authorized in writing by the directors or governing body of the Entity to represent the Entity at any Meeting of Members of the Corporation. An individual authorized pursuant to this Section 4.11 may exercise on behalf of the Entity he represents all the powers the Entity could exercise if it were an individual Member. The chairperson of any Meeting of Members may, in his discretion, accept electronic, facsimile or other forms of written communication from the board or governing body of the Entity as authorization of the individual named therein to represent the Entity. A Member represented in accordance with this Section 4.11 shall be deemed to be present in person for the purposes of these By-laws.

4.12      Votes to Govern. At any meeting of the Members, every question shall, unless otherwise required by the CNCA, the Articles or By-laws or otherwise by law, be determined by the majority of the votes of Members duly cast on the question.

4.13      Voting By Show of Hands. Every question at a meeting of Members shall be decided in the first instance by a show of hands unless:

(a)            prior to a show of hands, two Members present and entitled to vote resolve to vote on the matter by secret ballot, in which case the chair of the meeting shall distribute and collect ballots for such purpose and the result of the vote by secret ballot shall be the decision of Members upon the said question; or

(b)           after a show of hands, a poll thereon is required or demanded by the chair of the meeting or any Member present and entitled to vote on the question in which case the procedures set forth hereinafter shall be followed.

Whenever a vote by secret ballot or show of hands shall have been taken upon a question, (unless in the latter case a poll thereon is so required or demanded), a declaration by the chair of the meeting that the vote upon the question has been carried or carried by a particular majority or not carried and an entry to that effect in the minutes of the meeting shall be prima facie evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against any resolution or other proceeding in respect of the said question, and the result of the vote so taken shall be the decision of Members upon the said question.

4.14      Secret Ballot. If a vote by secret ballot is required or demanded, the vote by secret ballot shall be taken in such manner as the chair of the meeting shall direct. A demand for a vote by secret ballot may be withdrawn at any time prior to the taking of the vote. The result of the vote shall be the decision of Members upon the said question.

4.15      Absentee Voting. Subject to compliance with the CNCA, in addition to voting in person in accordance with Section 4.14, every Member may vote by any of the following means:

(a)            Proxies

At any meeting of Members of the Corporation, a proxy, who need not be a Member, duly appointed by a Member, shall be entitled to exercise, subject to any restrictions expressed in the instrument appointing him or her, the same voting rights that the Member appointing him or her would be entitled to exercise if present at the meeting. A proxy shall be in writing and executed by the Member appointing such proxy. A proxy may be in such form as the Board from time to time prescribes or in such other form as the chair of the meeting may accept as sufficient, and shall be deposited with the secretary of the meeting before any vote is called under its authority, or at such earlier time and in such manner as the Board may prescribe.

(b)           Telephonic, Electronic or other Communication Facility

(i)             The Board may determine that a meeting of Members shall be held entirely by means of such telephonic, electronic or other communication facilities that permit all participants to hear or otherwise communicate adequately with each other during the meeting, and a Member participating in such meeting by those means is deemed for the purposes of the CNCA to be present at the meeting.

(ii)           For the purpose of Section 4.15(b)(i), arrangements shall be in place so that when a vote is to be taken by ballot at the meeting, the voting may be carried out by means of a telephonic, electronic or other communication facility, that:

A.            enables the votes to be gathered in a manner that permits their subsequent verification; and

B.             permits the tallied votes to be presented to the Corporation without it being possible for the Corporation to identify how each Member voted.

(iii)          For the purpose of Section 4.15(b)(i), a Member who is entitled to vote by ballot at a meeting of Members may vote by means of a telephonic, electronic or other communication facility, if the facility:

A.            enables the vote to be gathered in a manner that permits its subsequent verification; and

B.             permits the tallied vote to be presented to the Corporation without it being possible for the Corporation to identify how the person voted.

(c)            Mailed-in Ballot

A Member may vote by mailed-in ballot if the Corporation has a system that:

(i)             enables the votes to be gathered in a manner that permits their subsequent verification; and

(ii)           permits the tallied votes to be presented to the Corporation without it being possible for the Corporation to identify how each Member voted.

4.16      Casting Vote. In the case of an equality of votes at any meeting of Members, either upon a show of hands or on a ballot or on the results of telephonic or electronic voting, the chair of the meeting shall have a second or casting vote.

4.17      Resolutions in Writing. Subject to the provisions of the CNCA, a resolution in writing signed by all of the Members is as valid as if it had been passed at a meeting of Members. Resolutions in writing may be signed in counterpart and satisfy all the requirements of this By-Law relating to Meetings of Members.

ARTICLE 5      –   DIRECTORS

5.1         Authority and Responsibility. Subject to the CNCA and the Articles, the Board of Directors shall manage or supervise the management of the activities and affairs of the Corporation.

5.2         Rules and Regulations. The Board may prescribe such rules and regulations not inconsistent with the CNCA, the Articles and the By-laws relating to the management and operation of the Corporation and do the matters provided for in the CNCA, the Articles and the By-laws as they may deem expedient, and such rules and regulations shall have force and effect until repealed by the Board at any time or by the Members at a Meeting of Members.

5.3         Duties of the Directors

(a)            Every Director in exercising his or her powers and discharging his or her duties shall:

(i)             act honestly and in good faith with a view to the best interest of the Corporation; and

(ii)           exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

(b)           Every Director shall comply with:

(i)             the CNCA and the regulations thereto; and

(ii)           the Articles and the By-Laws of the Corporation.

(c)            Every Director shall verify the lawfulness of the Articles and the purpose of the Corporation.

5.4         Number of Directors. The number of Directors of the Corporation and the number of such Directors to be elected at an Annual Meeting, within the minimum and maximum numbers provided for in the Articles, shall be seven (7) provided that, the Members may, from time to time by Ordinary Resolution, fix the number of Directors of the Corporation and the number of Directors to be elected at Annual Meetings of the Members within such minimum or maximum numbers or delegate those powers to the Directors. No decrease in the number of Directors shall shorten the term of an incumbent Director.

5.5         Qualifications. The following persons are disqualified from being a Director:

(a)            a person who is less than eighteen (18) years of age;

(b)           a person who has been Declared Incapable;

(c)            a person who is not an individual; and

(d)           a person who has the status of bankrupt.

5.6         Election and Term. Subject to the restrictions pursuant to the CNCA in respect of the length of the terms of directors, the unexpired terms of incumbent Directors at the effective date of the Corporation’s continuance to the CNCA shall not be affected by such continuance. The Directors’ term of office shall be from the date of the Annual Meeting at which they are elected until the next Annual Meeting or, if a term of office is longer than one year, such later Annual Meeting, as applicable. Those Directors due to retire shall retire at the applicable Annual Meeting at which an election is to be made but, subject to the provisions of these By-laws, Directors shall be eligible for re-election.

5.7         Resignation. A Director who wishes to resign from the Board prior to expiry of his or her term of office shall give written notice to the Chair of his or her intention to resign from the Board and such resignation shall be effective from the date specified therein, or if no such date is so specified, from the date of receipt of such resignation by the Chair.

5.8         Removal. The Members may, by Ordinary Resolution passed at a special meeting of Members of which notice specifying the intention to pass such Ordinary Resolution has been given, remove any Director before the expiration of such Director’s term of office and may, by a majority of votes cast at that meeting, elect any qualified person in the place of such Director for the remainder of the term of such Director.

5.9         Vacation of Office. The office of a Director shall automatically be vacated when such Director dies, resigns in accordance with Section 5.7, is removed from office in accordance with Section 5.8 or becomes disqualified from being a Director under Section 5.5.

5.10      Vacancies. If a quorum of the Directors is then in office, vacancies on the Board may be filled for the remainder of the term by the remaining Directors, if they shall see fit to do so, except for vacancies resulting from an increase in the fixed number of Directors provided for in the Articles or pursuant to the By-laws, an increase in the minimum or maximum number of Directors provided for in the Articles, or a failure to elect the fixed number of Directors provided for in the Articles or pursuant to the By-laws or the minimum number of Directors provided for in the Articles. If there is not a quorum of Directors, or if there has been a failure to elect the fixed number of Directors provided for in the Articles or pursuant to the By-laws or the minimum number of Directors provided for in the Articles, the remaining Directors shall forthwith call a Special Meeting of Members to fill the vacancies and, if they fail to call a meeting or if there are no Directors then in office, the meeting may be called by any Member. The vacancy may also be filled by written resolution of the Members.

5.11      Committees. The Board may from time to time constitute such committee or committees as it deems necessary, and subject to the CNCA, for such purposes and with such powers as may be prescribed by the Board, whose members shall serve at the pleasure of the Board. Each such committee may formulate its own rules of procedure subject to such regulations and/or directions as the Board may from time to time make in respect thereof. The Board may fix any remuneration to be paid, if any, to members of any committee, except that no member of any committee who is also a Director shall be entitled to receive remuneration for acting as such. Any member of any such committee shall be removable from such committee at any time at the discretion of the Board. Except for the audit committee, which, if established, shall be composed of not less than three (3) Directors, a majority of whom are not officers or employees of the Corporation, or any of its affiliates, the membership on such committees shall not be restricted to persons who are Directors of the Corporation.

5.12      Disbanding. The Board shall have the power to disband any committee which it creates.

5.13      Remuneration. The Directors shall serve as such without remuneration and no Director shall directly or indirectly receive any profit from occupying the position of Director except as provided herein, except that a Director may be reimbursed for reasonable expenses incurred by such Director in the performance of such Director’s duties. Each Director shall be entitled to receive a stipend of $1,000 at the conclusion of the calendar year, provided that Director has attended a minimum of 75% of qualifying industry related conferences held by the Association in the calendar year. For the purpose of this section 5.13, qualifying industry related conferences shall be determined by majority vote of the Board as soon as possible within, or prior to, the calendar year.

ARTICLE 6      –   DIRECTORS’ MEETINGS

6.1         Place of Meetings. Except as otherwise required herein or by law, the Board may hold its meetings at any place within or outside Canada as it may from time to time determine.

6.2         Calling of Meetings. A meeting of the Board may be convened by the President, the Vice-President, the Secretary, or any two Directors at any time.

6.3         Notice of Directors’ Meetings. Notice of meetings of the Board shall be given by prepaid delivery, telephone, fax, email or other means of recorded electronic communication to each Director not less than two (2) days before the meeting is to take place or shall be mailed to each Director not less than ten (10) days before the meeting is to take place. The President, the Vice President, or the Secretary may call a meeting on less notice by such means as are deemed appropriate, provided that a majority of the Directors consent to the holding of such a meeting. A notice of a meeting of the Board need not specify the purpose of or the business to be transacted at the meeting, except that a notice of meeting of Directors shall specify any matter referred to in the CNCA that is to be dealt with at the meeting. The statutory declaration of the President, the Vice President, the Secretary or of any other person authorized to give notice of a meeting that notice has been given pursuant to this By-law shall be sufficient and conclusive evidence of the giving of such notice.

6.4         Regular Meetings. The Board may appoint a day or days in any month or months for regular meetings at an 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 the CNCA requires the purpose thereof or the business to be transacted thereat to be specified in the notice. A meeting of the Board may also be held, without notice, immediately following each Annual Meeting of the Members of the Corporation.

6.5         Meetings without Notice. A meeting of the Board may be held at any time and place without notice if all Directors who are present or if those who are not present, either before or after the meeting, waive notice thereof, and the attendance of a Director at a meeting of Directors is a waiver of notice of the meeting, except if a Director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called, and at such meeting any business may be transacted which the Corporation, at a meeting of Directors, may transact; provided that a quorum of the Board is present.

6.6         Adjourned Meetings. Any meeting of the Board may be adjourned to any time and from time to time and such business may be transacted at such adjourned meeting as might have been transacted at the original meeting from which such adjournment took place and such adjournment may be made provided a quorum is present. Notice of an adjourned meeting of the Board is not required if the time and place of the adjourned meeting is announced at the original meeting.

6.7         Error or Omission in Notice, Board. No error or omission in giving notice of a meeting of the Board or any adjourned meeting of the Board shall invalidate such meeting or invalidate or make void any proceedings taken or had thereat and any Director may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat.

6.8         Meetings by Communication Facility. If all of the Directors present at or participating in the meeting consent, a meeting of the Board may be held by such telephonic, electronic or other communication facilities as permit all persons participating in the meeting to communicate adequately with each other, and a Director participating in the meeting by those means is deemed for the purposes of the CNCA to be present at the meeting. Any such consent shall be effective whether given before, during or after the meeting to which it relates and may be given with respect to all meetings of the Board and of committees of the Board held while a Director holds office.

6.9         Chairing Meetings. The Chair, or in the Chair’s absence, the President, the Vice President, the Secretary, or any one Director chosen by the Directors present and entitled to vote, shall be the chair at all meetings of the Directors. If no such individual is present within 15 minutes from the time fixed for holding the meeting, the Directors present and entitled to vote shall choose one of their number to be the chair of the meeting.

6.10      Quorum. The powers of the Directors may be exercised by resolution passed at a meeting of the Board at which a quorum is present. The presence of a majority of the number of Directors in office, from time to time, but no less than two Directors, shall be necessary to constitute a quorum for the transaction of business at meetings of the Board. No business shall be transacted at any meeting of the Board unless a quorum is present at the commencement of and throughout the meeting. Where there is a vacancy on the Board, the remaining Directors may exercise all the powers of the Board so long as no less than two Directors are present at the meeting.

6.11      Voting. Subject to the CNCA, the Articles and the By-laws, any question arising at any meeting of the Board shall be decided by a majority of votes. Each Director is entitled to exercise one vote. All votes at any such meeting shall be taken by a show of hands in the usual manner of assent or dissent. Whenever a vote by show of hands shall be taken upon a question, a declaration by the chair of the meeting that a resolution has been carried and an entry to that effect in the minutes shall be admissible in evidence as prima facie proof of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution, and the result of the vote so taken shall be the decision of the Board upon the said question.

6.12      Casting Vote. In the case of an equality of votes at any Board meeting, the chair of the meeting shall have a second or casting vote.

6.13      Resolutions in Writing. Subject to the provisions of the CNCA, a resolution in writing signed by all of the Directors is as valid as if it had been passed at a meeting of the Board. Resolutions in writing may be signed in counterpart and satisfy all the requirements of this By-Law relating to meetings of the Board.

ARTICLE 7      –   OFFICERS

7.1         Appointment. The Board shall annually, or more often as may be required, appoint a Chair and a Vice-Chair, and may annually, or more often as may be required, appoint a President, an Executive Director, a Vice-President, a Secretary, and a Treasurer. A Director may be appointed to any office of the Corporation but none of the said officers need be a Director or Member except that the Chair and the Vice-Chair shall be Directors of the Corporation. Two or more of the aforesaid offices may be held by the same person. In case and whenever the same person holds the offices of Secretary and Treasurer that person may but need not be known as the Secretary – Treasurer. The Board may in accordance with these By-laws and subject to the CNCA, delegate to such officers powers to manage the business and affairs of the Corporation.

7.2         Duties of Officers

(a)            “Chair” – If appointed, the Chair shall when present preside at all meetings of the Board, Committees, if any, and the Members.

(b)           “President” – If appointed, the President shall be the chief executive officer of the Corporation unless otherwise determined by resolution of the Board. The President shall be vested with and may exercise all of the powers and shall perform all of the duties of the Chair and/or Vice-Chair if none be appointed or if the Chair and Vice-Chair are absent or are unable or refuse to act; provided, however, that unless the President is a Director the President shall not preside as Chair at any meeting of Directors or of committees of Directors, if any, and, subject these By-laws, at any Meeting of Members.

(c)            “Vice President” – If appointed, the Vice-President shall be vested with all the powers and shall perform all the duties of the President in the absence or inability or refusal to act of the President; provided, however, that the Vice-President who is not a Director shall not preside as chairperson at any meeting of the Board or of committees of Directors, if any, and that the Vice-President who is not a Director shall not, subject to these By-laws, preside at any meeting of Members.

(d)           “Secretary” – If appointed, the Secretary shall attend all meetings of the Members and the Board except where the chair of the meeting determines that it is inappropriate for the Secretary to attend due to the nature of the matter being discussed. At such meetings, the Secretary shall record all facts and minutes of all proceedings in the books kept for that purpose. The Secretary shall give or cause to be given all notices required to be given to the Members, Directors and members of Committees. The Secretary shall be the custodian of all books, papers, records, correspondence, contracts and other documents belonging to the Corporation, which the Secretary shall deliver up only when authorized by a resolution of the Board to do so and to such person or persons as may be identified in such resolution. The Secretary shall sign such documents, contracts or instruments in writing as require his or her signature and shall perform such other duties as may from time to time be determined by the Board or as are incidental to the office of the Secretary.

(e)            “Treasurer” – If appointed, the Treasurer shall keep or shall cause to be kept an accurate account of all receipts and disbursements of the Corporation in proper books of account, and shall deposit or shall cause to be deposited all moneys and other valuable effects in the name and to the credit of the Corporation in such bank or banks as may be designated from time to time by the Board. The Treasurer shall disburse or cause to be disbursed the funds of the Corporation under the direction of the Board, receiving proper vouchers thereof and render to the Board at its regular meetings or whenever required, an account of all available transactions and of the financial position of the Corporation.

(f)            “Executive Director” – If appointed, the Board may from time to time delegate to the Executive Director full power to manage and direct the day to day business, affairs, operations and administration of the Corporation and to employ and discharge agents and employees of the Corporation. The Executive Director shall conform to all lawful order given by the Board and shall at all reasonable times give to the Directors or any of them all information they may require regarding the affairs of the Corporation.

(g)            “Other Officers” – The powers and duties of all other officers of the Corporation appointed by the Directors shall be such as the terms of their engagement call for or the Directors prescribe. Any of the powers and duties of an officer to whom an assistant has been appointed may be exercised and performed by such assistant, unless the Board otherwise directs.

7.3         Variations of Powers and Duties. The Board may, from time to time, and subject to the provisions of the CNCA, vary, add to or limit the powers and duties of any officer.

7.4         Term of Office. The Board, in its discretion, may remove any officer of the Corporation, without prejudice to such officer’s rights under any employment contract or in law. Otherwise, each officer appointed by the Board shall hold office until such officer’s term as described below has concluded, a successor is appointed, or until such officer’s earlier resignation. A Director may by re-appointed to an officer designation at the conclusion of that Directors term, provided that Director is re-elected as a Director at the Annual Meeting, immediately prior to the re-appointment.

(a)            “President” – The term of the President shall be four (4) years, and run concurrent with the term of such Director, initiating from the Annual Meeting at which they were elected, or re-elected, and conclude on the fourth anniversary thereof.

(b)           “Treasurer” – The term of the Treasurer shall be three (3) years, and run concurrent with the term of such Director, initiating from the Annual Meeting at which they were elected, or re-elected, and conclude on the third anniversary thereof.

(c)            “Executive Director” – The term of the Executive Director shall be two (2) years, and run concurrent with the term of such Director, initiating from the Annual Meeting at which they were elected, or re-elected, and conclude on the second anniversary thereof.

(d)           “Chair”, “Vice President”, “Secretary”, and all “Other Officers” – The term of these offices shall be one (1) year, and run concurrent with the term of such Director, initiating from the Annual Meeting at which they were elected, or re-elected, and conclude on the anniversary thereof.

7.5         Agents and Attorneys. The Corporation, by or under the authority of the Board, shall have power from time to time to appoint agents or attorneys for the Corporation in or outside Canada with such powers (including the power to sub-delegate) of management, administration or otherwise as may be thought fit.

7.6         Vacancies. The office of an officer shall automatically be vacated upon:

(a)            such officer’s resignation, which resignation shall be effective at the time the written resignation is received by the Secretary or at the time specified in the resignation, whichever is later;

(b)           such officer being removed by the Board;

(c)            the election or appointment of a successor to the office of that officer;

(d)           such officer ceasing to be a Director, where the officer is required to be a Director;

(e)            such officer’s death; or

(f)            such officer being Declared Incapable.

If an office shall become vacant in any of the above-noted circumstances, the Board may elect or appoint a qualified person to fill such vacancy for the remainder of the term of such office.

7.7         Removal of Officers. Officers shall be subject to removal by Ordinary Resolution of the Board at any time, with or without cause.

7.8         Remuneration of Officers. The remuneration of all officers appointed by the Board shall be determined from time to time by resolution of the Board. All officers shall be entitled to be reimbursed for reasonable expenses incurred in the performance of the officer’s duties.

ARTICLE 8      –   PROTECTION OF DIRECTORS AND OFFICERS

8.1         Limitation of Liability. Every Director and Officer of the Corporation in exercising his powers and discharging his duties 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 thereto, no Director or officer of the Corporation shall be liable for the acts, receipts, neglects or defaults of any other Director or Officer or employee of the Corporation, 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 by or on behalf of the Corporation, or for the insufficiency or deficiency of any security in or upon which any of the moneys of or belonging to the Corporation shall be placed out or invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person, firm or Corporation with whom or which any monies, securities or effects of the Corporation shall be lodged or deposited, or for any losses occasioned by any error of judgment or oversight on such Director or Officer’s part, or for any other loss, damage or misfortune whatever which may happen in the execution of the duties of his or her respective office or trust or in relation thereto unless the same shall happen by or through his or her own wrongful and willful act or through his or her own wrongful and willful neglect or default.

8.2         Indemnity. Subject to the limitations contained in the CNCA, but without limiting the right of the Corporation to indemnify any individual under the CNCA or otherwise to the full extent permitted by law, the Corporation shall, from time to time and at all times, indemnify each of its directors or officers or former directors or officers (and each such individual’s respective heirs, executors, administrators, or other legal personal representatives and his or her estate and effects), 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 proceedings in which the individual is involved because of that association with the Corporation or other entity; provided that the individual to be indemnified:

(a)            acted honestly and in good faith with a view to the best interests of the Corporation or, as the case may be, to the best interests of the other entity for which the individual acted as director or officer or in a similar capacity at the Corporation’s request; and

(b)           in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, had reasonable grounds for believing that the individual’s conduct was lawful.

8.3         Advance of Costs. The Corporation may advance money to a Director, an officer of the Corporation or other individual for the costs, charges and expenses of a proceeding referred to in Section 8.2. The individual shall repay the money if the individual does not fulfil the conditions of Section 8.2.

8.4         Insurance. The Corporation may purchase and maintain insurance for the benefit of an individual referred to in Section 8.2 against any liability incurred by the individual:

(a)            in the individual’s capacity as a Director or an Officer of the Corporation; or

(b)           in the individual’s capacity as a Director or an Officer, or in a similar capacity, of another entity, if the individual acts or acted in that capacity at the Corporation’s request.

8.5         Indemnities Not Limiting. The provisions of this Article 8 shall be in addition to and not in substitution for or limitation of any rights, immunities and protections to which a person is otherwise entitled.

ARTICLE 9      –   DECLARATION OF INTEREST

9.1         Declaration of Interest. It is the duty of each Control Person of the Corporation who is in any way, whether directly or indirectly, interested in a contract or arrangement or proposed contract or arrangement with the Corporation to declare his or her interest to the Corporation to the extent and in the manner required by the CNCA. No Director shall vote or participate in any discussion in respect of any contract or proposed contract in which he or she is so interested and if he or she does so vote his or her vote shall not be counted, but this prohibition shall not apply to any contract or transaction which:

(a)            is for indemnity or insurance pursuant to Article 8 hereof; or

(b)           is with an affiliate, as such term is understood for the purposes of the CNCA.

9.2         Access to Disclosures. The Members may examine the portions of any minutes of meetings of Directors or of committees of Directors that contain disclosures contemplated by Section 9.1, and of any other documents that contain those disclosures, during the Corporation’s usual business hours.

9.3         Avoidance Standards. A contract or transaction for which disclosure is required under Section 9.1 is not invalid, and the Control Person is not accountable to the Corporation or its Members for any profit realized from the contract or transaction, because of the Control Person’s interest in the contract or transaction or because the Control Person was present or was counted to determine whether a quorum existed at the meeting of Directors or of the committee of Directors that considered the contract or transaction, if

(a)            disclosure of the interest was made in accordance with Section 9.1;

(b)           the Directors approved the contract or transaction; and

(c)            the contract or transaction was reasonable and fair to the Corporation when it was approved.

9.4         Failure to Declare. Where the Board is of the opinion that a conflict of interest exists that has not been declared, the Board may declare, by Ordinary Resolution that a conflict of interest exists and in each such case the provisions of Section 9.1 shall apply as if the Control Person had declared the interest.

9.5         Obtaining an Indirect Benefit. A Control Person must not use his or her relationship with the Corporation to obtain a personal benefit or to acquire an Indirect Benefit from any transaction involving the Corporation except as authorized in accordance with these By-laws.

9.6         Use of Corporation Property. A Control Person must have authorization to:

(a)            use property owned by the Corporation for personal purposes; or

(b)           purchase property from the Corporation unless such a purchase is through usual channels of disposition equally available to the public. Even then, a Control Person may not purchase the property if the Control Person is in a position to influence decisions made on behalf of the Corporation.

9.7         Corporation Opportunity. A Control Person may not take personal advantage of an opportunity available to the Corporation unless:

(a)            it is clear that the Corporation has irrevocably decided against pursuing the opportunity;

(b)           the opportunity is equally available to members of the public; and

(c)            he or she has disclosed his or her intention to do so.

9.8         Solicitation of Clients. A Control Person may not use his or her position with the Corporation to solicit clients for a personal business or one operated by a close friend, family member, business associate, or for a company or partnership in which the Control person has a significant interest. This duty does not prevent the Control Person or anyone else from transacting business with other people connected with the Corporation.

9.9         Access to Corporate Information. A Control Person may have access to Corporate Information only for Corporation purposes.

9.10      Corporate Information Obligations. A Control Person must protect Corporate Information from improper disclosure; report any incident of abuse of Corporate Information; and not use Corporate Information for his or her personal benefit.

9.11      Release of Corporate Information. A Control Person may release or divulge Corporate Information if:

(a)            the Control Person is authorized to release or divulge such Corporate Information; and

(b)           it is to a person who has a lawful right to receive such Corporate Information.

9.12      Permission to Release Corporate Information. If the Control Person is in doubt about whether Corporate Information may be released, the Control Person must request advice from the Board or a person the Board designates.

9.13      Gifts. A Control Person may only accept a gift in the following circumstances:

(a)            the gift has no more than token value;

(b)           it is the normal exchange of hospitality or a customary gesture of courtesy between persons doing business together;

(c)            the exchange is lawful and in accordance with local ethical practice and standards; and

(d)           the gift could not be construed by an impartial observer as a bribe, pay off or improper or illegal payment.

9.14      Gifts of Corporation Property. A Control Person may not personally use Corporation property to make a gift, charitable donation or political contribution to anyone on behalf of the Corporation. Any gift must have the authorization of the Board or a person the Board designates.

ARTICLE 10   –   EXECUTION OF DOCUMENTS

10.1      Signatories. Except for documents executed in the usual and ordinary course of the Corporation’s business, which may be signed by the Chair or Vice-Chair of the Corporation, the following are the only persons authorized to sign any document on behalf of the Corporation, other than in the usual and ordinary course of the Corporation’s business:

(a)            the Chair together with any of the Secretary or the Treasurer;

(b)           any two Directors;

(c)            any one of the aforementioned officers together with any one Directors; or

(d)           any individual or individuals appointed by Ordinary Resolution of the Board to sign a specific document or that type of document or generally on behalf of the Corporation.

Any document so signed may, but need not, have the corporate seal applied, if there is one.

10.2      Cheques, Drafts, Notes – All cheques, drafts or orders for the payment or money and all notes and acceptance and bills of exchange shall be signed by such officer or officers or person or persons, whether or not officers of the Corporation, and in such manner as the Board may from time to time designate by resolution.

10.3      Facsimile Signatures. The signatures of any person authorized to sign on behalf of the Corporation, may, if specifically authorized by resolution of the Board, be written, printed, stamped, engraved, lithographed or otherwise mechanically reproduced. Anything so signed shall be as valid as if it had been signed manually, even if that person has ceased to hold office when anything so signed is issued or delivered, until revoked by resolution of the Board.

ARTICLE 11   –   FUNDRAISING, EXPENDITURES, BANKING AND BORROWING

11.1      Fund Raising. The Board shall take such steps as they may deem requisite to enable the Corporation to acquire, accept, solicit or receive legacies, gifts, grants, settlements, bequests, endowments and donations of any kind whatsoever for the purpose of furthering the objects of the Corporation.

11.2      Expenditures and Banking. The Board shall have power to authorize expenditures on behalf of the Corporation from time to time and may delegate by resolution to an officer or officers of the Corporation the right to employ and pay salaries to employees. The banking business of the Corporation shall be transacted with such banks, trust companies or other firms or Corporations carrying on a banking business in Canada or elsewhere as may, from time to time, be designated by or under the authority of the Board. Such banking business or any part thereof shall be transacted under such agreements, instructions and delegations of powers as the Board may, from time to time, prescribe or authorize. In particular, without limiting the foregoing, the Board shall have the power to enter into a trust arrangement with a trust company for the purposes of creating a trust fund in which the capital and interest may be made available for the benefit of promoting the interest of the Corporation in accordance with such terms as the Board may prescribe.

11.3      Borrowing. The Board may not, at any time:

(a)            borrow money on the credit of the Corporation;

(b)           issue, reissue, sell, pledge or hypothecate debt obligations of the Corporation;

(c)            give a guarantee on behalf of the Corporation to secure performance of an obligation of any person; or

(d)           mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the Corporation, owned or subsequently acquired, to secure any obligation of the Corporation.

If the Board determines that there is cause for the Corporation to enter into a debt or guarantee arrangement, as described in the aforementioned, the Board must first attain the unanimous vote of all members of the Board, whether present or not, and a majority vote from voting members.

ARTICLE 12   –   CUSTODY OF VOTING SHARES AND SECURITIES

12.1      Voting Shares and Securities. All of the shares or other securities carrying voting rights of any Entity held from time to time by the Corporation may be voted at any and all meetings of shareholders of such Entity and in such manner and by such person or persons as the Board of the Corporation shall from time to time determine. The duly authorized signing officers of the Corporation may also from time to time execute and deliver for and on behalf of the Corporation proxies and/or arrange for the issuance of voting certificates and/or other evidence of the right to vote in such names as they may determine without the necessity of a resolution or other action by the Board.

12.2      Custody of Securities. All shares and securities owned by the Corporation shall be lodged in the name of the Corporation with a chartered bank or a trust company or in a safety deposit box or, if so authorized by resolution of the Board, with such other depositories or in such other manner as may be determined from time to time by the Board.

12.3      Nominees. All share certificates, bonds, debentures, notes or other securities or obligations belonging to the Corporation may be issued or held in the name of the nominee or nominees of the Corporation (and if issued or held in the names of more than one nominee shall be held in the names of the nominees jointly with the right of survivorship) and shall be endorsed in blank with endorsement guaranteed in order to enable transfer to be completed and registration to be effected.

ARTICLE 13   –   NOTICE

13.1      Procedure for Sending Notices. Any notice (which term includes any communication or document) to be given, sent, delivered or served pursuant to the CNCA, the Articles, these By-laws or otherwise to a Member, Director, officer or Public Accountant shall be sufficiently given if sent to the principal address of the applicable person as last shown in the Corporation’s records. A notice so delivered shall be deemed to have been received when it is delivered. A notice so mailed shall be deemed to have been received at the time it would be delivered in the ordinary course of mail unless there are reasonable grounds for believing that the addressee did not receive the notice or document at that time or at all. A notice sent by means of electronic, transmitted or recorded communication shall be deemed to have been received when so sent. The Secretary may change or cause to be changed the recorded address of any Member, Director, officer or Public Accountant in accordance with the information believed by him or her to be reliable.

13.2      Undelivered Notices. If any notice given to a Member pursuant to Section 13.1 hereof is returned on two consecutive occasions because such Member cannot be found, the Corporation shall not be required to give any further notice to such Member until such Member informs the Corporation in writing of such Member’s new address.

13.3      Computation of Time. In computing the date when notice must be given under any provision requiring a specified number of days’ notice of any meeting or other event, the date of giving the notice shall be excluded and the date of the meeting or other event shall be included.

13.4      Waiver of Notice. Any Member, Director, officer or Auditor may waive any notice required to be given to such Member under any provision of the CNCA, the Articles, these By-laws or otherwise and such waiver, whether given before or after the meeting or other event of which notice is required to be given, shall cure any default in giving such notice.

13.5      Error or Omission in Notice. The accidental omission to give any notice to any Member, Director, officer 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.

ARTICLE 14   –   PUBLIC ACCOUNTANT

14.1      Public Accountant. The Members shall, by Ordinary Resolution, at each Annual Meeting appoint a Public Accountant to hold office until the next Annual Meeting and, if an appointment is not so made, the Public Accountant in office will continue in office until a successor is appointed. The Directors may appoint a Public Accountant at the first meeting of the Directors following incorporation to hold office until the first Annual Meeting of the Members and shall also, if a quorum of the Directors is then in office, immediately fill any vacancy in the office of Public Accountant arising between Annual Meetings. If there is not a quorum of Directors then in office, the remaining Directors shall forthwith call a Special Meeting of Members to fill the vacancy in the office of Public Accountant. The Public Accountant shall have all the rights and privileges as set out in the CNCA and shall perform the function as prescribed therein.

14.2      Qualification. The person or firm appointed as a Public Accountant for the Corporation shall not be a member of the Board or an officer or employee of the Corporation or a partner or employee of any such person, but shall: (i) be a member in good standing of an institute or association of accountants incorporated by or under an Act of the legislature of a province of Canada; (ii) meet any qualifications under an enactment of a province for performing any duty that the person is required to perform under the relevant sections of the CNCA; and (iii) be independent within the meaning of the CNCA of the Corporation, its affiliates, or the Directors or officers of the Corporation or its affiliates.

14.3      Remuneration. The remuneration of the Public Accountant shall be fixed by Ordinary Resolution of the Members, or if not so fixed, shall be fixed by the Board of Directors.

ARTICLE 15   –   ANNUAL FINANCIAL STATEMENTS

15.1      Annual Financial Statements. The Corporation may, instead of sending copies of the Annual Financial Statements to the Members, publish a notice to its Members stating that the Annual Financial Statements 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 16   –   BY-LAWS

16.1      Effective Date. Subject to matters requiring a Special Resolution, this By-Law shall be effective when made effective by the Board.

16.2      Amendment. Subject to the provisions of the CNCA, this By-Law may be amended by the Board, but no portion of any such amendment shall be effective until confirmed by the Members at a meeting duly called for such purpose. Unless otherwise required by the CNCA, an Ordinary Resolution shall be adequate to pass the proposed amendment. The Members may at the meeting held confirm, reject or amend any by-law passed by the Board and submitted to the meeting for confirmation. If such by-law is rejected it shall not become effective and, if amended, it shall, take effect as amended.

16.3      Former By-Laws May be Repealed. The Board may repeal one or more by-laws by passing a by-law that contains provisions to that effect.

16.4      Effect of Repeal of By-Laws. The repeal of any by-law in whole or part shall not in any way affect the validity of any act done or right, privilege, obligation or liability acquired or incurred thereunder prior to such repeal. All Directors, officers and other persons acting under any by-law repealed in whole or part shall continue to act as if elected or appointed under the provisions of this By-Law.

MADE by the Board on the  Thirteenth day of June, 2019.

Signed by:

Mr. Troy McLellan, Director/President           and                Mrs. Susan Margeson, Director

APPROVED by the Members on the Thirteenth day of June, 2019.

Signed by:

Mr. Troy McLellan, Director/President           and                Mrs. Susan Margeson, Director

[/emember_protected]