A by-law relating generally to the conduct of the affairs of Ottawa Biosphere EcoCity (the “Corporation”)
BE IT ENACTED as a by-law of the Corporation as follows:
In this by-law and all other by-laws of the Corporation, unless the context otherwise requires:
“Act” means the Canada Not-For-Profit Corporations Act S.C. 2009, c.23 including the Regulations made pursuant to the Act, and any statute or regulations that may be substituted, as amended from time to time;
“articles” means the original or restated articles of incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement or revival of the Corporation;
“board” means the board of directors of the Corporation and “director” means a member of the board;
“by-law” means this by-law and any other by-law of the Corporation as amended and which are, from time to time, in force and effect;
“meeting of members” includes an annual meeting of members or a special meeting of members; “special meeting of members” includes a meeting of any class or classes of members and a special meeting of all members entitled to vote at an annual meeting of members;
“ordinary resolution” means a resolution passed by a majority of not less than 50% plus 1 of the votes case on that resolution;
“proposal” means a proposal submitted by a member of the Corporation that meets the requirements of section 163 (Shareholder Proposals) of the Act;
“Regulations” means the regulations made under the Act, as amended, restated or in effect from time to time; and
“special resolution” means a resolution passed by a majority of not less than two-thirds (2/3) of the votes cast on that resolution.
In the interpretation of this by-law, words in the singular include the plural and vice-versa, words in one gender include all genders, and “person” includes an individual, body corporate, partnership, trust and unincorporated organization.
Other than as specified above, words and expressions defined in the Act have the same meanings when used in these by-laws.
3. Corporate Seal
The Corporation may have a corporate seal in the form approved from time to time by the board. If a corporate seal is approved by the board, the secretary of the Corporation shall be the custodian of the corporate seal.
4. Execution of Documents
Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring execution by the Corporation may be signed by any two (2) of its officers or directors. In addition, the board may from time to time direct the manner in which and the person or persons by whom a particular document or type of document shall be executed. Any person authorized to sign any document may affix the corporate seal (if any) to the document. Any signing officer may certify a copy of any instrument, resolution, by-law or other document of the Corporation to be a true copy thereof.
5. Financial Year
The financial year end of the Corporation shall be determined by the board of directors.
6. Banking Arrangements
The banking business of the Corporation shall be transacted at such bank, trust company or other firm or corporation carrying on a banking business in Canada or elsewhere as the board of directors may designate, appoint or authorize from time to time by resolution. The banking business or any part of it shall be transacted by at least two (2) officers of the Corporation and/or other persons as the board of directors may by resolution from time to time designate, direct or authorize.
7. Borrowing Powers
The directors of the Corporation may, with authorization of at least 2/3rds of the members at a duly constituted special or general meeting,
1. borrow money on the credit of the corporation;
2. issue, reissue, sell, pledge or hypothecate debt obligations of the corporation;
3. give a guarantee on behalf and
4. mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the corporation, owned or subsequently acquired, to secure any debt obligation of the corporation.
The members shall at each annual meeting appoint an auditor to audit the accounts of the Corporation, to hold office until the next annual meeting.
The board may fill any vacancy in the office of auditor that occurs before the next annual meeting.
The board of directors shall fix the remuneration of the auditor.
9. Annual Financial Statements
The Corporation shall send to the members a copy of the annual financial statements and other documents referred to in subsection 172(1) (Annual Financial Statements) of the Act or a copy of a publication of the Corporation reproducing the information contained in the documents.
10. Membership Conditions
Subject to the articles, membership in the Corporation shall be available to persons interested in furthering the Corporation’s purposes and who have applied for and been accepted into membership in the Corporation by resolution of the board or in such other manner as may be determined by the board.
Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendments to this section of the by-laws if those amendments affect membership rights and/or conditions described in paragraphs 197(1)(e), (h), (l) or (m).
11. Types of Membership
The Corporation is authorized to establish four classes of members:
1. Individual Members pay annual membership fees, and enjoy full voting rights in the corporation;
2. Individual Members that are representatives of cooperating organizations do not pay annual membership fees, and enjoy full voting rights in the corporation;
3. Student Members pay annual membership fees, and enjoy full voting rights in the corporation;
4. Honorary Members do not pay annual membership fees, and do not hold voting rights.
12. Membership Transferability
A membership may only be transferred to the Corporation. Pursuant to Section 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to add, change or delete this section of the by-laws.
13. Notice of Members Meeting
Notice of the time and place of a meeting of members shall be given to each member entitled to vote at the meeting by telephonic, electronic or other communication facility to each member entitled to vote at the meeting, during a period of 21 to 35 days before the day on which the meeting is to be held. If a member requests that the notice be given by non-electronic means, the notice will be sent by mail, courier or personal delivery.
Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to the by-laws of the Corporation to change the manner of giving notice to members entitled to vote at a meeting of members.
14. Members Calling a Members’ Meeting
The board of directors shall call a special meeting of members in accordance with Section 167 of the Act, on written requisition of members carrying not less than 5% of the voting rights. If the directors do not call a meeting within twenty-one (21) days of receiving the requisition, any member who signed the requisition may call the meeting.
15. Absentee Voting at Members’ Meetings
Pursuant to section 171(1) (Absentee Voting) of the Act, a member entitled to vote at a meeting of members may vote by mailed-in ballot if the Corporation has a system that:
1. enables the votes to be gathered in a manner that permits their subsequent verification, and
2. permits the tallied votes to be presented to the Corporation without it being possible for the Corporation to identify how each member voted.
Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to the by-laws of the Corporation to change this method of voting by members not in attendance at a meeting of members.
16. Membership Dues
Members shall be notified in writing of the membership dues at any time payable by them and, if any are not paid before the commencement of the Annual General Meeting, the members shall be in default and automatically cease to be members of the Corporation.
17. Termination of Membership
1. Any member may withdraw from membership in the Corporation by providing to the Secretary a resignation in writing;
2. If a member does not pay the membership fee for a year, the member may be removed from the list of members in December of that year and no longer be considered a member;
3. The board may terminate the membership of a member who is in breach of the terms of membership; or
4. A person whose membership was terminated by the board may appeal the termination by submitting a written appeal to the membership committee.
18. Effect of Termination of Membership
Subject to the articles, upon any termination of membership, the rights of the member, including any rights in the property of the Corporation, automatically cease to exist.
19. Personal Information
The board shall take all reasonable steps to protect the privacy of members, and to ensure the appropriate safeguarding of any personal information supplied to the Corporation by members.
The office of the Corporation shall be located in the City of Ottawa in the Province of Ontario at such address as the board may from time to time determine.
21. Meetings of Members
The annual meeting of the members of the Corporation shall be held on such day in each year and at such location as determined by the board of directors.
At each annual meeting, the members shall:
a. receive a report from the directors;
b. receive the financial statements of the Corporation for the year just completed;
c. appoint the auditors of the Corporation for the current year;
d. elect the board of directors; and
e. vote on matters that have been identified and required for the good functioning of the Corporation.
22. The members shall, at least 21 days prior to any annual or special general meeting of members, be given:
a. written notice of the date, time and place of the meeting;
b. the agenda of the meeting; and
c. any related or required information or documents.
23. The information shall be sent electronically or through the mail to each member in good standing.
24. Proposals Nominating Directors at Annual Members’ Meetings
Subject to the Regulations under the Act, any proposal may include nominations for the election of directors if the proposal is signed by not less than 5% of members entitled to vote at the meeting at which the proposal is to be presented. Nominations may also be made from the floor at an annual general meeting.
25. Cost of Publishing Proposals for Annual Members’ Meetings
The member who submitted the proposal shall pay the cost of including the proposal and any statement in the notice of meeting at which the proposal is to be presented unless otherwise provided by ordinary resolution of the members present at the meeting.
26. Place of Members’ Meeting
Subject to compliance with section 159 (Place of Members’ Meetings) of the Act, meetings of the members may be held at any place within Canada determined by the board or, if all of the members entitled to vote at such meeting so agree, outside Canada.
27. Persons Entitled to be Present at Members’ Meetings
Non members will be welcomed to attend meetings of members, but only members will be entitled to vote.
28. Chair of Members’ Meetings
In the event that the chair of the board and the vice-chair of the board are absent, the members who are present and entitled to vote at the meeting shall choose one of their number to chair the meeting.
29. Quorum at Members’ Meetings
Ten members present in person at any annual or special general meeting of members shall constitute a quorum; if a quorum is present at the opening of a meeting, the members may proceed with the business of the meeting even if a quorum is not present throughout the meeting.
30. Votes to Govern at Members’ Meetings
At any meeting of members every question shall, unless otherwise provided by the articles or by-laws or by the Act, be determined by a majority of the votes cast on the questions. In case of an equality of votes either on a show of hands or on a ballot or on the results of electronic voting, the chair of the meeting in addition to an original vote shall have a second or casting vote.
31. Participation by Electronic Means at Members’ Meetings
If the Corporation chooses to make available a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during a meeting of members, any person entitled to attend such meeting may participate in the meeting by means of such telephonic, electronic or other communication facility in the manner provided by the Act. A person participating in a meeting by such means is deemed to be present at the meeting. Notwithstanding any other provision of this by-law, any person participating in a meeting of members pursuant to this section who is entitled to vote at that meeting may vote, in accordance with the Act, by means of any telephonic, electronic or other communication facility that the Corporation has made available for that purpose.
32. Members’ Meeting Held Entirely by Electronic Means
Meetings of members may not be held entirely by telephonic, an electronic or other communication facility.
33. Number of Directors
A board of directors of not fewer than five members shall manage the property and business of the Corporation.
34. Term of Office of Directors
A director shall hold office for the term approved at the time of the director’s election or appointment. A retiring director shall remain in office until the dissolution or adjournment of the meeting at which a successor is elected.
35. Calling of Meetings of Board of Directors
1. Meetings of the board of directors may be held at any time and place determined by the directors;
2. At least five days’ notice of each meeting shall be sent in writing or electronically to each director for the meeting to be valid;
3. No notice shall be necessary if all directors are present at a meeting or waive notice in writing; or
4. Three directors shall constitute a quorum at any meeting of the board.
36. Votes to Govern at Meetings of the Board of Directors
At all meetings of the board, every question shall be decided by a majority of the votes cast on the question. In case of an equality of votes, the chair of the meeting in addition to an original vote shall have a second or casting vote.
37. Committees of the Board of Directors
1. In order to conduct the business of the organization efficiently, the board may establish committees, either standing (continuing) or ad-hoc (limited term);
2. The terms of reference of such committees, and any subsequent modifications to them, shall be approved by the board;
3. The chair of each committee shall be appointed by the board, and any changes in chairmanship shall be approved by the board;
4. The members of all committees must be members in good standing;
5. Non-members serving as advisors may assist committees;
6. Committees shall report annually to the board, and more frequently if requested;
7. Any expenditures and revenues of committees shall be included in the Corporation’s annual budget, and reported in the annual financial statements;
8. Decisions to terminate or disband committees shall be approved by the board.
1. Directors shall not receive any remuneration for their service as directors;
2. Directors may, by resolution of the board, be reimbursed in whole or in part for the expense of their attendance at a meeting of the board or for their attendance at other events as a representative of OBEC.
39. Appointment of Officers
The officers of the Corporation shall be
1. a Chair;
2. a Corporate Secretary;
3. a Treasurer; and
4. such other officers as the board may determine from time to time.
The same person may hold the offices of Corporate Secretary and Treasurer.
40. Description of Offices
Unless otherwise specified by the board (which may, subject to the Act modify, restrict or supplement such duties and powers), the offices of the Corporation, if designated and if officers are appointed, shall have the following duties and powers associated with their positions:
1. Duties of the Chair of the Board:
• The Chair shall be the chief executive officer of the Corporation and shall be in charge of the business of the Corporation;
• The Chair must always be a director of the Corporation;
• The Chair shall normally preside at all meetings of the Corporation and of the board.
2. Duties of the Treasurer:
• The Treasurer shall have custody of the corporate funds and securities, and shall keep full and accurate accounts of receipts and disbursements in books and files belonging to the Corporation;
• The Treasurer shall deposit all moneys and other valuable effects in the name of and to the credit of the Corporation, and in such depositories as may be designated by the board of directors from time to time;
• The Treasurer shall disburse the funds of the Corporation as may be ordered by the board, taking proper vouchers for such disbursements;
• The Treasurer shall render to the directors at any regular meeting of the board, or whenever they may require it, an account of all transactions carried out as Treasurer, and of the financial position of the Corporation;
• The Treasurer shall be responsible for the preparation of an annual budget, for subsequent approval by the board;
• The Treasurer shall also perform such other duties as may, from time to time, be determined by the board;
• The Treasurer shall return to the Corporation all books, papers, vouchers, money and other property of whatever kind belonging to the Corporation on vacating the office.
3. Duties of the Corporate Secretary:
• The Secretary shall normally attend all meetings of the board and of the members;
• The Secretary shall record all votes and minutes of all proceedings;
• The Secretary shall give or cause to be given notice of all meetings of the members and of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or the Chair;
• The Secretary shall be custodian of the seal of the Corporation, which shall be used only when authorized by resolution of the board.
An officer or director shall be indemnified and saved harmless out of the funds of the Corporation from all costs, charges and expenses incurred in execution of their functions, if the officer or director exercised the same degree of care, diligence and skill in performing their functions that a reasonably prudent person would have exercised in comparable circumstances.
42. Vacancies on the Board
The office of director shall be automatically vacated if
(a) the director resigns from office by delivering a written resignation to the secretary;
(b) the director ceases to be a member in good standing;
(c) the director is found to be mentally incompetent under the law of a province;
(d) the director is declared bankrupt or becomes financially insolvent;
(e) the director is removed from office, by resolution passed by two-thirds of the members present at a special general meeting of members; or
(f) the director dies.
If a vacancy on the board occurs, the remaining directors may by resolution fill the resulting vacancy by appointing a member in good standing, that person to be a director until the next annual meeting; not more than one-third of the total number of directors can be appointed.
43. Method of Giving Any Notice
Any notice (which term includes any communication or document), other than notice of a meeting of members or a meeting of the board of directors, to be given (which term includes sent, delivered or served) pursuant to the Act, the articles, the by-laws or otherwise to a member, director, officer or member of a committee of the board or to the public accountant shall be sufficiently given:
1. if delivered personally to the person to whom it is to be given or if delivered to such person’s address as shown in the records of the Corporation or in the case of notice to a director to the latest address as shown in the last notice that was sent by the Corporation in accordance with section 128 (Notice of directors) or 134 (Notice of change of directors);
2. if mailed to such person at such person’s recorded address by prepaid ordinary or air mail;
3. if sent to such person by telephonic, electronic or other communication facility at such person’s recorded address for that purpose; or
4. if provided in the form of an electronic document in accordance with Part 17 of the Act.
A notice so delivered shall be deemed to have been given when it is delivered personally or to the recorded address as aforesaid; a notice so mailed shall be deemed to have been given when deposited in a post office or public letter box; and a notice so sent by any means of transmitted or recorded communication shall be deemed to have been given when dispatched or delivered to the appropriate communication company or agency or its representative for dispatch. The secretary may change or cause to be changed the recorded address of any member, director, officer, public accountant or member of a committee of the board in accordance with any information believed by the secretary to be reliable. The declaration by the secretary that notice has been given pursuant to this by-law shall be sufficient and conclusive evidence of the giving of such notice. The signature of any director or officer of the Corporation to any notice or other document to be given by the Corporation may be written, stamped, type-written or printed or partly written, stamped, type-written or printed.
44. Invalidity of any Provisions of this By-law
The invalidity or unenforceability of any provision of this by-law shall not affect the validity or enforceability of the remaining provisions of this by-law.
45. 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.
46. Mediation and Arbitration
Disputes or controversies among members, directors, officers, committee members, or volunteers of the Corporation are as much as possible to be resolved in accordance with mediation and/or arbitration as provided in the section on dispute resolution mechanism of this by-law.
47. Dispute Resolution Mechanism
In the event that a dispute or controversy among members, directors, officers, committee members or volunteers of the Corporation arising out of or related to the articles or by-laws, or out of any aspect of the operations of the Corporation is not resolved in private meetings between the parties then without prejudice to or in any other way derogating from the rights of the members, directors, officers, committee members, employees or volunteers of the Corporation as set out in the articles, by-laws or the Act, and as an alternative to such person instituting a law suit or legal action, such dispute or controversy shall be settled by a process of dispute resolution as follows:
o The dispute or controversy shall first be submitted to a panel of mediators whereby the one party appoints one mediator, the other party (or if applicable the board of the Corporation) appoints one mediator, and the two mediators so appointed jointly appoint a third mediator. The three mediators will then meet with the parties in question in an attempt to mediate a resolution between the parties.
o The number of mediators may be reduced from three to one or two upon agreement of the parties.
o If the parties are not successful in resolving the dispute through mediation, then the parties agree that the dispute shall be settled by arbitration before a single arbitrator, who shall not be any one of the mediators referred to above, in accordance with the provincial or territorial legislation governing domestic arbitrations in force in the province or territory where the registered office of the Corporation is situated or as otherwise agreed upon by the parties to the dispute. The parties agree that all proceedings relating to arbitration shall be kept confidential and there shall be no disclosure of any kind. The decision of the arbitrator shall be final and binding and shall not be subject to appeal on a question of fact, law or mixed fact and law.
All costs of the mediators appointed in accordance with this section shall be borne equally by the parties to the dispute or the controversy. All costs of the arbitrators appointed in accordance with this section shall be borne by such parties as may be determined by the arbitrators.
By-laws and Effective Date
Subject to the articles, the board of directors may, by resolution, make, amend or repeal any by-laws that regulate the activities or affairs of the Corporation. Any such by-law, amendment or repeal shall be effective from the date of the resolution of directors until the next meeting of members where it may be confirmed, rejected or amended by the members by ordinary resolution. If the by-law, amendment or repeal is confirmed or confirmed as amended by the members it remains effective in the form in which it was confirmed. The by-law, amendment or repeal ceases to have effect if it is not submitted to the members at the next meeting of members or if it is rejected by the members at the meeting.
This section does not apply to a by-law that requires a special resolution of the members according to subsection 197(1) (fundamental change) of the Act because such by-law amendments or repeals are only effective when confirmed by members.
Approved by OBEC Council
10 June 2013