Section I: Interpretation
In this By-law and all other By-laws and resolutions of the Corporation, unless the context otherwise requires:
- “Act” means the Canada Not-for-Profit Corporations Act, S.C. 2009, c. 23, including any regulations made pursuant to the Act and any statute or regulations that may be substituted, as amended from time to time.
- “Articles” means the original or restated articles of incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement or revival of the Corporation.
- “Board” means the board of directors of the Corporation.
- “By-law” or “By-laws” means this by-law and all other by-laws of the Corporation as amended and which are, from time to time, in force and effect.
- “Director” means a member of the Board.
- “Member” means a member of the Corporation.
- “Members” or “Membership” means the collective membership of the Corporation.
- “Officer” means an officer of the Corporation.
- “Ordinary Resolution” means a resolution passed by a majority of the votes cast on that resolution.
- “Regulations” means the regulations made under the Act, as amended, restated or in effect from time to time.
- “Special Resolution” means a resolution passed by a majority of not less than two thirds (2/3rds) of the votes cast on that resolution.
In the interpretation of this By-law, unless the context otherwise requires, the following rules shall apply:
- except where specifically defined herein, all terms contained herein and which are defined in the Act shall have the meanings given to such terms in the Act;
- words importing the singular number only shall include the plural and vice versa;
- the word “person” shall include an individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate, and a natural person in his capacity as trustee, executor, administrator, or other legal representative;
- words importing the masculine gender include the feminine and neuter genders;
- the headings used in the By-laws are inserted for reference purposes only and are not to be considered or taken into account in construing the terms or provisions thereof or to be deemed in any way to clarify, modify or explain the effect of any such terms or provisions;
- the By-laws of the Corporation shall be interpreted in accordance with and subject to the purposes of the Corporation, which purposes for purposes of this By-law are incorporated by reference and made a part hereof; and
- if any of the provisions contained in the By-laws are inconsistent with those contained in the Articles or the Act, the provisions contained in the Articles or the Act, as the case may be, shall prevail.
Section II: General
2.01 Registered Office
The registered office of the Corporation shall be situated in the province or territory specified in the Articles at such address as the Board may determine from time to time. The Directors may change the registered office to another place within the province or territory specified in the Articles.
2.02 Corporate Seal
The Corporation may have a corporate seal in the form approved from time to time by the Board. If a corporate seal is approved by the Board, the secretary-treasurer of the Corporation shall be the custodian of the corporate seal.
2.03 Execution of Documents
Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring execution by the Corporation may be signed by any two (2) of its Officers. Notwithstanding the foregoing, the Board may from time to time direct the manner in which and the person or persons by whom a particular document or type of document shall be executed. Any person authorized to sign any document may affix the corporate seal thereto. Any signing Officer may certify a copy of any instrument, resolution, By-law or other document of the Corporation to be a true copy thereof.
2.04 Board Policies
The Board may adopt, amend, or repeal such board policies that are not inconsistent with By-laws of the Corporation relating to the management and operation of the Corporation as the Board may deem appropriate from time to time. Any board policy adopted by the Board shall continue to have force and effect until amended, repealed, or replaced by a subsequent resolution of the Board.
Section III: Financial Matters
3.01 Financial Year
Unless otherwise changed by resolution of the Board, the financial year end of the Corporation shall be the 31st day of March in each year.
3.02 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. The banking business or any part thereof shall be transacted by any two (2) Officers of the Corporation and/or other persons as the Board may from time to time designate, direct or authorize.
3.03 Public Accountant and Financial Review
- Unless otherwise permitted by the Act, the Members shall, by Ordinary Resolution at each annual meeting, appoint a public accountant to hold office until the next following annual meeting in accordance with the Act.
- If the Corporation meets the requirements for a “designated corporation” under the Act (by having $1 million or less in gross annual revenues for its last completed financial year), the Members may resolve not to appoint a public accountant upon unanimous approval of the Members. If a public accountant is appointed, the public accountant must conduct a review engagement of the Corporation’s financial statements, but the Members may by an Ordinary Resolution require an audit be conducted.
- The public accountant must meet the qualifications in the Act, including being independent of the Corporation and its affiliates, as well as the Directors and Officers of the Corporation and its affiliates. The Directors may fill any casual vacancy in the office of the public accountant to hold office until the next following annual meeting. The remuneration of the public accountant may be fixed by Ordinary Resolution of the Members, or if not so fixed, shall be fixed by the Board.
3.04 Annual Financial Statements
The Corporation shall send copies of the annual financial statements and other documents referred to in subsection 172(1) of the Act to the Members between 21 to 60 days before the day on which an annual meeting of Members is held or before the day on which a written resolution in lieu of an annual meeting is signed, unless a Member declines to receive them. Alternatively, the Corporation may publish a notice to the Members stating that such documents are available at the registered office of the Corporation and any Member may request a copy free of charge at the registered office or by prepaid mail.
- Borrowing Powers Subject to the limitations set out in the Act, the Articles and this By-law, the Board may:
- borrow money on the credit of the Corporation;
- issue, reissue, sell, pledge or hypothecate debt obligations of the Corporation;
- give a guarantee on behalf of the Corporation to secure performance of an obligation of any person; and
- mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the Corporation, owned or subsequently acquired, to secure any debt obligation of the Corporation.
- Authorization From time to time, the Board may authorize any Director or Officer or other persons of the Corporation to make arrangements with reference to money borrowed or to be borrowed as to the terms and conditions of the loan thereof, and as to the security to be given therefor, with power to vary or modify such arrangements, terms and conditions and to give such additional security as the Board may authorize and generally to manage, transact and settle the borrowing of money by the Corporation.
- Borrowing Powers Subject to the limitations set out in the Act, the Articles and this By-law, the Board may:
Section IV: Members
4.01 Classes and Conditions of Membership
Pursuant to the Articles, there shall be one (1) class of Members in the Corporation. The first Directors of the Corporation shall constitute its first Members. Membership in the Corporation shall thereafter be available only to persons who meet the following conditions determined in the sole and unfettered discretion of the Board which is not subject to review or appeal and have been accepted into Membership by the Board:
- agree to further the purposes of the Corporation as contained in the Articles;
- agree with the provisions in the Articles, By-laws and policies of the Corporation; and
- employed by an institution of higher education who devote a significant part of their time to working in or training others for working in the area of learning development.
4.02 Rights of Members
A Member of the Corporation shall have the right to receive notice of, attend, speak and participate at all meetings of Members and the right to one (1) vote at all meetings of Members.
4.03 Term and Renewal of Membership
- The term of Members shall be in effect for a period of one year.
- All Members shall be required to renew their annual membership by paying the applicable membership dues. The membership status of a Member may be renewed if the Board is satisfied that:
- the Member has paid all applicable membership dues and assessments as determined in the discretion of the Board; and
- the Member continues to meet all of the qualification requirements set out in Section 01.
4.04 Membership Dues
The Directors may require Members to pay annual membership dues and may determine the manner in which the dues are to be paid. Members shall be notified in writing of the membership dues, if any, at any time payable by them and, if any are not paid within one (1) calendar month of the membership renewal date, as the case may be, the Members in default shall thereupon cease to be Members of the Corporation.
4.05 Termination of Membership
Membership in the Corporation is terminated when:
- the Member dies;
- the Member fails to maintain all of the conditions for membership set out in Section 01;
- the Member resigns;
- the Member is removed by the Board in accordance with Section 06;
- the Member fails to pay membership dues, if applicable;
- the Member’s term of membership expires, if applicable; or
- the Corporation is liquidated or dissolved under the Act.
Subject to the Articles, upon any termination of membership, all rights of the Member automatically cease to exist. Where a person is no longer a Member, then such person shall be deemed to have also automatically resigned as a Director, an Officer (if it is a requirement to be a Director to hold that particular Officer position) and/or a committee member, as applicable.
4.06 Discipline of Members
The Board may suspend or remove any Member from the Corporation for any one or more of the following grounds:
- violating any provision of the Articles, By-laws, or policies of the Corporation;
- carrying out any conduct which may be detrimental to the Corporation as determined by the Board in its sole discretion;
- for any other reason that the Board in its sole and absolute discretion considers to be reasonable, having regard to the purposes of the Corporation.
In the event that the Board determines that a Member should be expelled or suspended from membership in the Corporation, the secretary-treasurer shall provide twenty (20) days notice of suspension or removal to the Member and shall provide reasons for the proposed suspension or removal. The Member may make written submissions to the secretary-treasurer in response to the notice received within such twenty (20) day period. In the event that no written submissions are received by the secretary-treasurer, he/she may proceed to notify the Member that the Member is suspended or removed from membership in the Corporation. Where 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.
Section V: Meetings of Members
5.01 Meeting of Members
A “meeting of Members” or “Members’ meeting” shall include an annual meeting of Members and a special meeting of Members.
5.02 Annual Meetings
An annual meeting of Members shall be held at such time in each year, as the Board may from time to time determine, provided that the annual meeting must be held not later than eighteen (18) months after the Corporation comes into existence and thereafter, not later than 15 months after holding the preceding annual meeting but no later than 6 months after the end of the Corporation’s preceding financial year. The annual meeting shall be held for the purpose of considering the financial statements and reports of the Corporation required by the Act to be presented at the meeting, electing Directors, appointing the public accountant and transacting such other business as may properly be brought before the meeting or is required under the Act.
5.03 Special Meetings
The Board may at any time call a special meeting of Members for the transaction of any business which may properly be brought before the Members. The Board shall call a special meeting on written requisition of not less than five percent (5%) of the votes that may be cast at a meeting of Members sought to be held for any purpose connected with the affairs of the Corporation that does not fall within the exceptions listed in the Act or is otherwise inconsistent with the Act, within 21 days from the date of the deposit of the requisition. The requisition may consist of several documents of similar form each signed by one or more Members, shall state the business to be transacted at the meeting and shall be sent to each Director and to the registered office of the Corporation.
5.04 Place of Meetings
Meetings of Members may be held at any place within Canada as the Board may determine or outside Canada if all of the Members entitled to vote at such meeting so agree. A Member who attends a meeting of Members held outside Canada is deemed to have agreed to it being held outside Canada except when the Member attends the meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully held.
5.05 Special Business
All business transacted at a special meeting of Members and all business transacted at an annual meeting of Members, except consideration of the financial statements, public accountant’s report, election of directors and re-appointment of the incumbent public accountant, is special business.
5.06 Notice of Meetings
- Notice of the time and place of a meeting of Members shall be given to each Member entitled to vote at the meeting by the following means:
- by mail, courier or personal delivery to each Member entitled to vote at the meeting, during a period of 21 to 60 days before the day on which the meeting is to be held; or
- by telephonic, electronic or other communication facility to each Member entitled to vote at the meeting, during a period of 21 to 35 days before the day on which the meeting is to be held.
- Where the Corporation provides notice electronically referred to in Section 01(a)(ii) and if a Member requests that notice be given by non-electronic means, the Corporation shall give notice of the meeting to the Member so requested by in the manner set out in Section 1.01(a)(i).
- Notice of a meeting of Members shall also be given to each Director and to the public accountant of the Corporation during a period of 21 to 60 days before the day on which the meeting is to be held.
- Notice of a meeting of Members at which special business is to be transacted shall state the nature of that business in sufficient detail to permit a Member to form a reasoned judgment on the business; and state the text of any Special Resolution to be submitted to the meeting.
5.07 Proposals at Annual Meetings
Subject to compliance with the Act, a Member entitled to vote at an annual meeting may submit to the Corporation notice of any matter that the Member proposes to raise at that annual meeting and discuss at the meeting any matter with respect to which the member would have been entitled to submit a proposal. A proposal that includes nominations for the election of Directors must be signed by at least five percent (5%) of the Members entitled to vote at that meeting. Subject to the Act, the Corporation shall include the proposal in the notice of meeting and, if so requested by the Member, shall also include a statement by the Member in support of the proposal and the name and address of the Member, provided that the statement and the proposal shall together not exceed five hundred (500) words. The Member who submitted the proposal shall pay the cost of including the proposal and any statement in the notice of meeting at which the proposal is to be presented unless otherwise provided by Ordinary Resolution of the Member present at the meeting.
5.08 Record Date
The Directors may fix a record date in accordance with the Act and the Regulations for determining Members entitled to receive notice of or to vote at a meeting of Members.
5.09 Waiving Notice
A Member and any other person entitled to notice of a meeting of Members may in any manner and at any time waive notice of a meeting of Members, and attendance of any such person at a meeting of Members is a waiver of notice of the meeting, except where such person 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.
5.10 Persons Entitled to be Present
The only persons entitled to be present at a meeting of Members shall be those entitled to vote at the meeting, the Directors, the public accountant of the Corporation and such other persons who are entitled or required under any provision of the Act, Articles or By-laws of the Corporation to be present at the meeting. Any other person may be admitted only on the invitation of the chair of the meeting or by resolution of the Members.
5.11 Chairperson of the Meeting
The chairperson of Members’ meetings shall be the president, or the vice-president if the president is absent or unable to act. In the event that the president and the vice-president are absent, the Members who are present and entitled to vote at the meeting shall choose one of their number to chair the meeting.
- A quorum at any meeting of the Members (unless a greater number of Members are required to be present by the Act) shall be a simple majority of the Members entitled to vote at the meeting. If a quorum is present at the opening of a meeting of Members, the Members present may proceed with the business of the meeting even if a quorum is not present throughout the meeting. If a quorum is not present at the opening of a meeting of Members, the Members present may adjourn the meeting to a fixed time and place but may not transact any other business and the provisions of Section 21 with regard to notice shall apply to such adjournment.
- For the purpose of determining quorum, a Member may be present in person, by telephonic and/or by other electronic means, or any absentee voting permitted by this By-law.
5.13 Participation at Meetings by Electronic Means
If the Corporation chooses to make available a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during a meeting of Members, any person entitled to attend such meeting may participate in the meeting by such means in the manner provided by the Act and the Regulations. A person participating in a meeting by such means is deemed to be present at the meeting.
5.14 Meeting Held by Electronic Means
Notwithstanding Section 5.13, if the Directors or Members of the Corporation call a meeting of Members, those Directors or Members, as the case may be, may determine that the meeting be held, in accordance with the Act and the Regulations, entirely by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting.
5.15 Voting by Electronic Means
Notwithstanding any other provision of this By-law, voting carried out by means of a telephonic, electronic or other communication facility at Members’ meetings, including those referred to in Section 5.13 and Section 5.14, is permitted only if that facility enables the votes to be gathered in a manner that permits their subsequent verification; and permits the tallied votes to be presented to the Corporation without it being possible for the Corporation to identify how each Member voted.
5.16 Absentee Voting by Mailed-In Ballot or Electronic Ballot
A Member entitled to vote at a meeting of Members may vote by mailed-in ballot or may vote by means of a telephonic, electronic or other communication facility if the Corporation has a system that enables the votes to be gathered in a manner that permits their subsequent verification, and permits the tallied votes to be presented to the Corporation without it being possible for the Corporation to identify how each Member voted. Votes by mailed-in ballot or votes by means of a telephonic, electronic or other communication facility shall be collected, counted and reported in such manner as the chair of the meeting directs or such manner as may be adopted by the Board from time to time.
5.17 Votes to Govern
At any meetings of the 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. The chairperson of the meeting may not vote, except in case of an equality of votes, in which case the chairperson shall have a casting vote.
5.18 Show of Hands
Subject to the Act and except in the case of a meeting held by electronic means, any question at a meeting of Members shall be decided by a show of hands unless a ballot has been demanded by a Member entitled to vote at the meeting or otherwise required. Unless a ballot is demanded, a declaration by the chair of the meeting as to whether or not the question or motion has been carried and an entry to that effect in the minutes of the meeting shall, in the absence of evidence to the contrary, be evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the motion. Notwithstanding the foregoing, any vote may be held entirely by means of a telephonic, an electronic or other communication facility, if the Corporation makes available such a communication facility, in accordance with Section 5.13, Section 5.14 or Section 5.15.
On any question proposed for consideration at a meeting of Members, and whether or not a show of hands has been taken thereon, the chair of the meeting may require a ballot or any Member entitled to vote on such question at the meeting may demand a ballot. A ballot so demanded shall be taken in such manner as the chair shall direct. A demand for a ballot may be withdrawn at any time prior to the taking of the ballot. The result of the ballot so taken shall be the decision of the Members on the question.
5.20 Rules of Order
Any questions of procedures at or for any meetings of the Members, which have not been provided for in this By-law or by the Acts, shall be determined by the chairperson of the meeting in accordance with the most current edition of Robert’s Rules of Order.
The chair of any meeting of Members may with the consent of the meeting adjourn the same from time to time to a fixed time and place and no notice of such adjournment need be given to the Members provided that the meeting of Members is adjourned for less than thirty-one (31) days. If a meeting of Members is adjourned by one or more adjournments for an aggregate of more than thirty (30) days, notice of the adjourned meeting shall be in the manner as if it is an original meeting. Any business may be brought before or dealt with at any adjourned meeting which might have been brought before or dealt with at the original meeting in accordance with the notice calling the same.
Section VI: Associates
The Board may, in its sole discretion, from time to time admit any person or individual who is interested in furthering the purposes of the Corporation as contained in the Articles and/or being associated with the Corporation, into the following non-membership categories:
- Associates – The Board may admit persons who not directly involved in the area of learning development, or are not employed by an institution of higher education. Associate may be either individuals or corporations. Annual associate dues may be set by the Board from time to time. They may not hold office in the Corporation.
- Students– The Board may admit individuals who have an active interest in the area of learning development and are currently enrolled in a degree, diploma, or certificate granting program that is administered by a government recognized institution of higher education. Annual dues for students may be set by the Board from time to time. They may not hold office in the Corporation.
- International Affiliates – The Board may admit individuals who have an active interest in the area of learning development and are have obtained a degree, diploma, or certificate granting program that is administered by a government recognized institution of higher education. Annual dues for international affiliates may be set by the Board from time to time. They may not hold office in the Corporation.
6.02 Qualifications, Rights, Privileges, Termination
The Board may, in its sole discretion, from time to time adopt policies in relation to additional qualification requirements, rights, privileges, due payments, and termination of status. For greater certainty, Associates and Students may receive notice of meetings of Members, and attend and be observers at meetings of Members (provided that they may speak or participate if permitted by the chair of the meeting or with the consent of the meeting), but not to speak, participate or vote at the meetings.
Section VII: Directors
Subject to the Act and the Articles, the Board shall manage or supervise the management of the activities and affairs of the Corporation.
7.02 First Directors
The persons set out in the notice of first board of directors shall become the first Directors of the Corporation whose term of office on the Board shall continue until their successors are elected at the first meeting of Members. The Board elected at the first meeting of Members following incorporation shall replace the first Directors.
The Board shall consist of the minimum and maximum number of Directors specified in the Articles. The precise number of Directors on the Board shall be determined from time to time by the Members by Ordinary Resolution or, if the Ordinary Resolution empowers the Directors to determine the number of the Directors, by resolution of the Board.
7.04 Qualifications and Composition
- Each Director shall be an individual who is at least 18 years of age, has not been found by a court in Canada or elsewhere to be mentally incompetent, does not have the status of a bankrupt, is in full agreement with the governing documents of the Corporation, and is a Member of the Corporation at the time of election (or within 10 days after election) during the term of office.
- The composition of the Board shall be as follows:
- Three (3) Directors to be elected by the Members and the Directors shall so elected shall also hold the Officer position of president, vice-president and secretary treasurer; and
- One (1) Director for each Region of the Corporation.
- The Board may adopt policies from time to time to govern the composition of the Board, including but not limited to regional diversity, personal skills, and needs of the Corporation. Copies of such policies shall be available to Members upon request.
7.05 Election and Term
- Subject to the Articles, Directors shall be elected by the Members by Ordinary Resolution at each annual meeting of Members at which an election of Directors is required. The Directors’ term of office shall be two (2) years calculated from the date of the meeting at which they are elected until the close of the second (2nd) annual meeting next following or until their successors are elected.
- A Director not elected for an expressly stated term ceases to hold office at the close of the first (1st) annual meeting of Members following the Director’s election. If Directors are not elected at a meeting of Members, the incumbent Directors shall continue in office until their successors are elected.
- As much as possible, the Directors shall be elected and shall retire in rotation as determined by the Members when the Directors are elected.
- The maximum number of terms for each Director is two (2) terms of two (2) years. A Director will be eligible for re-election to the Board at the end of his or her term up to the maximum number of terms provided that such Director continues to meet the qualification requirements to be a Director. Upon the completion of the maximum term on the Board, a minimum of a one (1) year absence is required before eligibility for re-election to the Board is restored. The appointment or election of a person to be a Director to fill a vacancy for the remainder of a term shall not be included when calculating the maximum term of office.
An individual who is elected or appointed to hold office as a Director is not a Director, and is deemed not to have been elected or appointed to hold office as a Director, unless:
- the individual was present at the meeting when the election or appointment took place and did not refuse to hold office,
- the individual was not present at the meeting when the election or appointment took place and consented to hold office in writing before the election or appointment or within ten (10) days after the meeting, or
- the individual was not present at the meeting when the election or appointment took place and has acted as a Director pursuant to such person’s election or appointment.
7.07 Nomination of Director
- Subject only to the Act and the Articles, only persons who are nominated in accordance with the following procedures shall be eligible for election as Directors of the Corporation. Nominations of persons for election to the Board may be made at any annual meeting of Members, or at any special meeting of Members if one of the purposes for which the special meeting was called is the election of Directors:
- by or at the direction of the Board, including pursuant to a notice of meeting, in accordance with such nomination policies of the Corporations that may be in place from time to time;
- by or at the direction or request of one or more Members pursuant to a proposal made in accordance with the Act, or a requisition of the Members made in accordance with the Act; or
- by any person (“Nominating Member”): (A) who, at the close of business on the date of the giving of the notice provided for below and on the record date for notice of such meeting, is entered in the Corporation’s membership records being entitled to vote at such meeting; and (B) who complies with the notice procedures set forth below.
- Timely Notice – In addition to any other applicable requirements, for a nomination to be made by a Nominating Member, the Nominating Member must have given timely notice not less than 15 days’ prior to the date of the meeting of Members in proper written form to the secretary-treasurer of the Corporation at the registered office of the Corporation.
- Proper Form – To be in proper written form, a Nominating Member’s notice to the secretary-treasurer must set forth (i) the name, address, occupation of the nominee and any other information confirming that the person meets all of the qualification requirements of Directors; and (ii) the name and address of the Nominating Member giving the notice and confirmation that the person has the right to vote at the meeting of Members where election is to be held. The Corporation may also require any proposed nominee to furnish such other information, including a written consent to act, as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as a Director of the Corporation.
- Eligibility – No person shall be eligible for election as a Director of the Corporation unless nominated in accordance with the provisions of this Section 01. The chair of the meeting shall have the power and duty to determine whether a nomination was made in accordance with the procedures set out in this Section 1.01 and, if any proposed nomination is not in compliance, to declare that such defective nomination shall be disregarded.
- Delivery of Notice – Notwithstanding any other provision of this By-law, notice given to the secretary-treasurer of the Corporation pursuant to this Section 01 may only be given by personal delivery, facsimile transmission or by email (at such email address as stipulated from time to time by the secretary-treasurer of the Corporation for purposes of this notice).
- Notwithstanding the foregoing, the Board may, in its sole discretion, waive any requirement in this Section.
7.08 Ceasing to Hold Office
A Director ceases to hold office when the Director dies, resigns, is removed from office by the Members in accordance with Section 7.10, or no longer fulfils all of the qualifications to be a Director set out in Section 7.04 as determined in the sole discretion of the Board.
A resignation of a Director becomes effective at the time a written resignation is sent to the Corporation or at the time specified in the resignation, whichever is later. A Director who has resigned may not submit to the Corporation a written statement pursuant to section 131 of the Act.
The Members may, by Ordinary Resolution passed at a special meeting of Members, remove any Director from office before the expiration of the Director’s term and may elect a qualified individual to fill the resulting vacancy for the remainder of the term of the Director so removed, failing which such vacancy may be filled by the Board. A Director who is being removed or has been removed may not submit to the Corporation a written statement pursuant to section 131 of the Act.
7.11 Filling Vacancies
Subject to the Act and the Articles, a quorum of the Directors may fill a vacancy in the Board, except a vacancy resulting from an increase in the number or the minimum or maximum number of Directors, or from a failure of the Members to elect the number of Directors required to be elected at any meeting of Members. If there is not a quorum of the Board, or if the vacancy has arisen from a failure of the Members to elect the number of Directors required to be elected at any meeting of Members, the Board shall forthwith call a special meeting of Members to fill the vacancy. If the Board fails to call such meeting or if there are no Directors then in office, any Member may call the meeting. A Director appointed or elected to fill a vacancy holds office for the unexpired term of their predecessor.
7.12 Remuneration of Directors
As required by the Articles, Directors shall serve without remuneration, and no Director shall directly or indirectly receive any profit from his or her position as such, provided that a Director may be reimbursed for reasonable expenses incurred in performing his or her duties. A Director shall not be prohibited from receiving compensation for services provided to the Corporation in another capacity.
7.13 Remuneration of Officers, Agents, Employees
Subject to the Articles, the Directors of the Corporation may fix the reasonable remuneration of the Officers, committee members and employees of the Corporation and may delegate any or all of this function as it determines to be appropriate. However, no Officer who is also a Director shall be entitled to receive remuneration for acting as such. Any Officer, committee member or employee of the Corporation may receive reimbursement for their expenses incurred on behalf of the Corporation in their respective capacities as an Officer, committee member or employee, subject to any policy in this regard that may be adopted by the Board from time to time.
Subject to the Act, the Board may appoint from their number a managing director or a committee of Directors (which may be referred to as an executive committee) and delegate to the managing director or committee any of the powers of the Board, except the following matters which are prohibited by subsection 138(2) of the Act to be delegated by the Board:
- submit to the members any question or matter requiring the approval of Members;
- fill a vacancy among the Directors or in the office of public accountant or appoint additional Directors;
- issue debt obligations except as authorized by the Directors;
- approve any financial statements referred to in section 172 of the Act;
- adopt, amend or repeal By-laws; or
- establish contributions to be made, or dues to be paid, by Members under section 30 of the Act.
Unless otherwise determined by the Board, such a committee shall have the power to fix its quorum at not less than a majority of its members, to elect its chair and to otherwise regulate its procedure.
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 committee member may be removed by the Board. Unless otherwise determined by the Board, a committee shall have the power to fix its quorum at not less than a majority of its members, to elect its chairman and to otherwise regulate its procedure.
Section VIII: Meetings of Directors
8.01 Place of Meetings
Meetings of the Board may be held at the head office of the Corporation or at any other place within or outside of Canada, as the Board may determine.
8.02 Calling of Meetings
Meetings of the Board may be called by the president, the vice-president or any two (2) Directors at any time. For the first organization meeting following incorporation, such meeting may be called by any incorporator or Director.
8.03 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 12.01 of this By-law to every Director of the Corporation not less than 48 hours before the time when the meeting is to be held. Notice of an adjourned meeting is not required if the time and place of the adjourned meeting is announced at the original meeting. 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) of the Act that is to be dealt with at the meeting.
For greater certainty, the list of matters referred to in subsection 138(2) is set out in Section 7.14 above.
8.04 Waiving Notice
A Director may waive notice of a Board meeting, and attendance of a Director at a Board meeting is a waiver of notice of the meeting, except if the Director attends a Board meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.
8.05 First Meeting of New Board
Provided that a quorum of Directors is present, a newly elected Board may, without notice, hold its first meeting immediately following the meeting of Members at which such Board is elected.
8.06 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, and no other notice shall be required for any such regular meeting, except that a notice must be provided to specify any matter referred to in subsection 138(2) of the Act that is to be dealt with at the meeting.
A majority of the number of Directors specified in the Articles constitutes a quorum at any meeting of the Board; provided that where there is a minimum and maximum number of Directors specified in the Articles, a quorum shall be a majority of the number of Directors determined in accordance with Section 7.03. For the purpose of determining quorum, a Director may be present in person, or, if authorized under this By-law, by teleconference and/or by other electronic means.
8.08 Participation at Meeting by Telephone or Electronic Means
If all of the Directors consent, a Director may, in accordance with the Regulations, participate in a Board meeting, by means of a telephonic, electronic or other communications facility that permits all participants to communicate adequately with each other during the meeting. A Director participating in the meeting by such means shall be deemed for the purposes of the Act to have been present at that meeting. A consent pursuant to this Section may be given before or after the meeting to which it relates and may be given with respect to all meetings of the Board and committees of the Board.
8.09 No Alternate Directors
No person shall act for an absent Director at a Board meeting.
8.10 Chairperson of the Meeting
The chairperson of Board meetings shall be the president, or the vice-president if the president is absent or unable to act. In the event that the president and the vice-president are absent, the Directors who are present shall choose one of their number to chair the meeting.
8.11 Votes to Govern
Each Director may exercise one (1) vote. At all meetings of the Board, every question shall be decided by a majority of the votes cast on the question. The chairperson of the meeting may not vote, except in case of an equality of votes, in which case the chairperson shall have a casting vote.
8.12 Dissent at Meeting
Subject to the Act, a Director who is present at a Board meeting or a meeting of a committee of Directors is deemed to have consented to any resolution passed or action taken at the meeting unless:
- the Director requests a dissent to be entered in the minutes of the meeting; or
- the Director sends a written dissent to the secretary of the meeting before the meeting is adjourned; or
- the Director sends a dissent by registered mail or delivers it to the registered office of the Corporation immediately after the meeting is adjourned;
provided that a Director who votes for or consents to a resolution may not dissent.
8.13 Dissent of Absent Director
A Director who was not present at a meeting at which a resolution was passed or action taken is deemed to have consented to the resolution or action unless, within seven (7) days after becoming aware of the resolution or action, the Director:
- causes a dissent to be placed with the minutes of the meeting; or
- sends a dissent by registered mail or delivers it to the registered office of the Corporation.
8.14 Resolutions in Writing
A resolution in writing, signed by all the Directors entitled to vote on that resolution at a meeting of the Board or committee of Directors, shall be as valid as if it had been passed at a Board meeting. A copy of every such resolution in writing shall be kept with the minutes of the proceedings of the Board.
8.15 Meetings In Camera
Where matters confidential to the Corporation are to be considered at a meeting of the Board, the part of the meeting concerning such matters may be held in camera. In addition, where a matter of a personal nature concerning a person may be considered at a meeting of the Board, the part of the meeting concerning the person shall be held in camera, unless there is mutual agreement to the contrary by the Board and such person.
8.16 Disclosure of Interest
- Pursuant to the Act, a Director of the Corporation shall disclose, at the time and in the manner required by the Act, in writing to the Corporation or request to have entered in the minutes of Board meetings, the nature and extent of any interest that the Director has in any material contract or material transaction whether made or proposed, with the Corporation if the Director:
- is a party to the contract or transaction;
- is a director or officer, or an individual acting in a similar capacity, of a party to the contract or transaction; or
- has a material interest in a party to the contract or transaction.
- In this Section, “material” shall mean that the Director in question, directly or indirectly, is personally receiving a material benefit or gain of some kind, either financially or otherwise, with the determination of materiality in such circumstances to be determined by the Board from time to time.
- The chairperson of Board meetings shall request any Director who has made a disclosure referred to in Section to absent himself during the discussion of the matter, with such action being recorded in the minutes. The Director shall not vote on any resolution to approve such contract, transaction, financial arrangement or other matter, except as provided by the Act.
Every Director, Officer, committee member, employee and volunteer, shall respect the confidentiality of matters brought before the Board or before any committee of the Board, or any matter dealt with in the course of employment or involvement of such person in the activities of the Corporation.
Section IX: Officers
9.01 Offices, Election and Vacancy
- There shall be three (3) Directors, each of whom is designated to hold the Officer positions of president, vice-president and secretary-treasurer. The election of the three (3) Directors in accordance with Section 05 shall be deemed to be elected to the Officer position designated to that Director position.
- Each of the said three (3) Directors shall hold office of the Officer position designated to his/her Officer position only during the term of his/her directorship. A Director who vacates his/her Director term of office shall be deemed to resign from his/her corresponding Officer position. A vacancy in an Officer position shall be filled by means of filling the corresponding vacant Director position.
- The person who has served as president and fulfilled his/her duties as president in the second year in office in the immediately preceding year shall serve as the past president ex officio.
- There shall be one (1) Officer elected by the Members at the annual meeting of members to be the international relations director.
- The Board may designate other offices of the Corporation, appoint Officers on an annual or more frequent basis, specify their duties and, subject to the Act, delegate to such Officers the power to manage the affairs of the Corporation. A Director may be appointed to any office of the Corporation. An Officer may, but need not be, a Director unless this By-law otherwise provides. Two or more offices may be held by the same person
9.02 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 thereto, shall have the following duties and powers associated therewith, as well as such other duties and powers as the Board may specify from time to time:
- President – The president shall be a Director. The president shall, when present, preside at all meetings of the Board, committees of Directors, if any, and the Members.
- Vice-President– The vice-president, if one is to be appointed, shall be a Director. The vice-president shall function in place of the president if the latter is absent or is unable to perform the duties of office. The vice-president shall carry out such other duties, which may be assigned by the Chair of Board from time to time.
- Past President – The past president shall serve as an advisor to the president, the Officers, and the Board with no other assigned duties or responsibilities. The past president shall be entitled to receive notice of and to attend and speak at all meetings of the Board and of meetings of Members as a non-member thereof without the right to vote.
- Secretary-Treasurer – The secretary-treasurer shall attend and be the secretary of all meetings of the Board, Members and committees of the Board. The secretary-treasurer shall enter or cause to be entered in the Corporation’s minute book, minutes of all proceedings at such meetings; the secretary-treasurer shall give, or cause to be given, as and when instructed, notices to Members, Directors, the public accountant and members of committees; the secretary-treasurer shall be the custodian of all books, papers, records, documents and other instruments belonging to the Corporation. The secretary-treasurer shall be responsible for the maintenance of proper accounting records in compliance with the Act as well as the deposit of money, the safekeeping of securities and the disbursement of funds of the Corporation; whenever required, the secretary-treasurer shall render to the Board an account of all such person’s transactions as secretary-treasurer and of the financial position of the Corporation.
- International Relations Director – The international relations director shall, along with the president, represent the Corporation and its members on the International Consortium of Language and Learning Developers (“the Consortium”); represent the Corporation on any ad-hoc committees created by the Consortium; liaise between the Consortium and the Board; and represent the Corporation and Members on any other international bodies with the approval of the Board. The international relations manager shall be entitled to receive notice of and to attend and speak at all meetings of the Board and of meetings of Members as a non-member thereof without the right to vote.
- National Conference Chair – The national conference chair shall be a professional member who is employed by the institution hosting the national conference of the Corporation from time to time and is recommended by the host institution and confirmed by the Board. The national conference chair shall be responsible for ensuring the planning, organization, and implementation of the national conference remains on time and on budget, facilitate meetings of the committee, and keep the Board informed of the work of the national conference committee.
The duties of all other Officers of the Corporation shall be such as the terms of their engagement call for or the Board or the president requires of them. The Board may from time to time and subject to the Act, vary, add to or limit the powers and duties of any Officer.
9.03 Term of Office
Officers who are not employees of the Corporation shall hold their position for a period of two (2) years, or, in those cases where an Officer is appointed by the Board to fill a vacancy during the year, until the first meeting of the Board immediately following the annual general meeting. There is no maximum term of office for an Officer, save and except for the international relations officers who shall have a maximum term of three (3) terms for a total of six (6) years. Officers who are employees of the Corporation shall hold office at the discretion of the Board.
9.04 Vacancy in Office
In the absence of a written agreement to the contrary, the Board may remove, whether for cause or without cause, any Officer of the Corporation. Unless so removed, an Officer shall hold office until the earlier of the Officer’s term of office expires, the Officer’s successor is appointed, the Officer resigns, the Officer ceases to be a Director (if a necessary qualification of this appointment), or the Officer dies. If the office of any Officer of the Corporation shall be or become vacant, the Board may appoint a person to fill such vacancy.
9.05 Remuneration of Officers
The remuneration of any Officers appointed by the Board shall be determined in accordance with Section 7.13.
9.06 Agents and Attorneys
Subject to the By-laws, the Board may authorize any Officer from time to time to appoint agents or attorneys for the Corporation in or out of Canada with such powers of management, administration or otherwise as the Board considers fit.
9.07 Disclosure (Conflict of Interest)
- An Officer who is a Director shall have the same duty to disclose such Officer’s interest in a material contract or transaction or proposed material contract or transaction with the Corporation, as is imposed upon Directors pursuant to the provisions of the Act and the By-laws set out in Section 16.
- An Officer who is not a Director shall have the same duty to disclose such Officer’s interest in a material contract or transaction or proposed material contract or transaction with the Corporation, as is imposed upon Directors pursuant to the provisions of the Act and the By-laws set out in Section 16.
- In all cases, any such contract or proposed contract may be referred to the Board or Members for approval in accordance with the Act, even if such contract is one that in the ordinary course of the Corporation’s affairs would not require approval by the Board or Members.
Section X: Protection of Directors, Officers and Others
10.01 Duties of Directors and Officers
- Every Director and Officer in exercising such person’s powers and discharging such person’s duties shall act honestly and in good faith with a view to the best interests of the Corporation and shall exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Every Director and Officer of the Corporation shall comply with the Act, the Regulations, Articles, By-laws and policies of the Corporation.
10.02 Limitation of Liability
- No Director or Officer (with “Director(s)” and “Officer(s)” in this Section 10.02 to include former Directors and former Officers) 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 money 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 money, securities or effects of the Corporation shall be deposited, or for any loss occasioned by any error of judgment or oversight on the Director or Officer’s part, or for any other loss, damage or misfortune which shall happen in the execution of such person’s duties of office, unless the same are occasioned by the Director or Officer’s own wilful neglect or default or otherwise result from the Director or Officer’s failure to act in accordance with the Act and the Regulations.
10.03 Indemnity of Directors and Officers
- Subject to the Act, the Corporation shall indemnify a Director or Officer of the Corporation, a former Director or Officer of the Corporation or another individual who acts or acted at the Corporation’s request as a Director or Officer or in a similar capacity of another entity, and such person’s heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by such person in respect of any civil, criminal, administrative or investigative or other proceeding in which the individual is involved because of that association with the Corporation or other entity if,
- the individual 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
- in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that his or her conduct was lawful.
The Corporation shall indemnify such person in all such other matters, actions, proceedings and circumstances as may be permitted by the Act or the law. Nothing in this by-law shall limit the right of any person entitled to indemnity to claim indemnity apart from the provisions of this By-law.
- Subject to the Act, the Corporation shall purchase and maintain insurance for the benefit of any person entitled to be indemnified by the Corporation pursuant to the immediately preceding Section as the Board may determine from time to time against any liability incurred by the individual:
- in the individual’s capacity as a Director or an Officer of the Corporation; or
- 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;
The Corporation may advance money to a Director, an Officer or other individual for the costs, charges and expenses of a proceeding for which indemnity is provided by the Corporation pursuant to the Act or this By-law. The individual shall repay the money if the individual does not fulfil the conditions set out in Section 10.03(a) and Section 10.03(b).
Section XI: Regions
11.01 Purpose, Establishment and Geographical Area
- Regions may be established from time to time in order to facilitate the work of the Corporation in different geographical regions in Canada where a sufficient number of Members reside to support local activities on an organized basis.
- The geographic area of each Region shall be determined by the Board. The Board shall ensure that the geographic area of the Region does not overlap. Where necessary, the Board may, in its sole discretion, align or re-assign the geographical area of the Region.
- At the time of the adoption of these By-laws, the Corporation is composed of the following Regions:
- The Atlantic Region comprised of New Brunswick, Newfoundland and Labrador, Nova Scotia, and Prince Edward Island;
- The Eastern Region comprised of Ontario and Quebec;
- The Wester Region comprised of Alberta, Manitoba, the Northwest Territories, Nunavut, and Saskatchewan; and
- The Pacific Region comprised of British Columbia and the Yukon.
- If a new Region is formed, a charter, in such form as the Board may from time to time approve, shall be issued to the Region setting out the geographical area in which it is to carry on its activities and the conditions under which it shall be obliged to operate. Upon the forming of a new Region, all Members in the geographical area of the Region shall be immediately deemed to become members of that Region.
- All Regions are internal operating divisions of the Corporation and, as such, do not have legal standing outside of the Corporation. All Regions are accountable to the Board of the Corporation.
Regions shall be operated in accordance with the policies of the Corporation in place from time to time, including but not limited to the following provisions:
- Objectives and Activities
- The objectives of a Region shall be to further the objects and operations of the Corporation, to undertake activities that are of local interest, and such other purposes further provided in the Corporation’s polices.
- The programs and activities undertaken by the Region in furtherance of its objectives must not be contrary to the Articles, By-laws and policies of the Corporation in place from time to time. If a Region intends to carry on any activity that is outside of the policies of the Corporation, advanced permission from the Board must be obtained prior to the conduct of the activity.
- Region members
- Members of a Region shall consist only of all Members working in the geographical area of the Region.
- All Members in the geographical area of the Region shall be deemed to be members of that Region. A Member may not opt out of the Region. Each Member of the Corporation is a member of a Region and shall have the right to one (1) vote at meetings of members in the Region.
- For greater certainty, members of a Region do not constitute a class of Members of the Corporation for purposes of the Act. The organization of the Corporation’s Members into geographical Regions is solely for the purpose of promoting the work of the Corporation in different geographic areas.
- Region Committee
- Each Region shall establish a Region Committee to be responsible for activities of the Region, subject to the general oversight of the Board.
- Region Committee members shall be elected by Region members. The Region Committee shall consist of a chair, a secretary and a treasurer. Only Members in the Region may qualify to be elected. All Region Committee members elected shall be subject to ratification by the Board. In the event that approval by the Board is not granted for a particular person elected, the Region members shall elect another qualified person as replacement, subject to further ratification by the Board.
- When for any reason any Region Committee member is not performing satisfactorily in directing affairs of a local Region, the person may be removed from office by majority vote of members of the Region in attendance at a regular local meeting. Alternatively, the person may be removed by two-thirds of the votes cast at a meeting of the Board of the Corporation in its sole discretion, following investigation of concerns submitted by local Region members.
11.03 Winding Up of Regions
- A Region may be wound up upon the occurrence of any of the following:
- a Region ceases to hold meetings;
- a Region does not comply with, as may be determined in the sole discretion of the Board, the By-laws or policies of the Corporation, or regulations or directions by the Board, and the Board determines by majority resolution to wind up the Region;
- the Directors determine by a two-third (2/3rds) resolution that a Region is to be wound up for any reason; or
- on the approval of a request from the Region Committee.
- The decision of the Board in relation to the winding up of a Region shall be final and binding. In such event, the said Region shall cease to be a Region and it shall be deemed to have been wound up upon the date that the decision of the Board is made or on such other date as determined by the Board.
Notwithstanding that a Region may have assets in its possession and control at the time of winding up, those assets are property of the Corporation as a result of the Region’s status as an internal operating division of the Corporation. As such, the balance of the said assets in the possession and the control of the Region at the time of its winding up shall, after payment of all of its debts and liabilities, be immediately transferred by the Region to the head office location of the Corporation, with the said transfer to be completed prior to the winding up of the Region.
Section XII: Notices
12.01 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, pursuant to the Act, the Articles, the By-laws or otherwise to a Member, Director, Officer, member of a committee of the board, or the public accountant shall be sufficiently given:
- if delivered personally to the person to whom it is to be given or if delivered to such person’s address as shown in the records of the Corporation or in the case of notice to a Director to the latest address as shown in the last notice that was filed by the Corporation in accordance with the Act and received by Corporations Canada; or
- if mailed to such person at such person’s recorded address by prepaid ordinary or air mail; or
- if sent to such person by telephonic, electronic or other communication facility at such person’s recorded address for that purpose; or
- if provided in the form of an electronic document in accordance with 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 facsimile, email or other electronic means, shall be deemed to have been given when it is received by the addressee or when the notice enters the information system designated by the addressee, whichever is earlier. The secretary-treasurer 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-treasurer to be reliable. The declaration by the secretary-treasurer 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.
12.02 Computation of Time
Where a given number of days’ notice or notice extending over a period is required to be given under the By-laws, the day of service, posting or other delivery of the notice shall not, unless it is otherwise provided, be counted in such number of days or other period.
12.03 Undelivered Notices
If any notice given to a Member is returned on two consecutive occasions because such Member cannot be found, the Corporation shall not be required to give any further notices to such Member until such Member informs the Corporation in writing of his or her new address.
12.04 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
12.05 Waiver of Notice
Any Member, Director, Officer, member of a committee of the Board or public accountant may waive or abridge the time for any notice required to be given to such person, and such waiver or abridgement, whether given before or after the meeting or other event of which notice is required to be given shall cure any default in the giving or in the time of such notice, as the case may be. Any such waiver or abridgement shall be in writing except a waiver of notice of a meeting of Members or of the Board or of a committee of the Board, which may be given in any manner.
Section XIII: Amendments
13.01 Amendment of Articles
The Articles of the Corporation may only be amended if the amendment is sanctioned by a Special Resolution of the Members. Any amendment to the Articles is effective on the date shown in the certificate of amendment.
13.02 Amendment of By-laws
Subject to the Act, the Board may from time to time enact By-laws relating in any way to the Corporation or to the conduct of its affairs, and may from time to time by By-law amend, repeal or re-enact the By-laws but no By-law shall be effective until sanctioned by a Special Resolution of the Members. A Board resolution is not required to make, amend or repeal any By-law which is made pursuant to subsection 197(1) of the Act.