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

BOOK AND PERIODICAL COUNCIL

(the "Corporation")

TABLE OF CONTENTS

Section 1 - General
Section 2 - Membership - Matters Requiring Special Resolution
Section 3 - Membership Dues, Termination & Discipline 
Section 4 - Meetings of Members
Section 5 - Members of the Board
Section 6 - Meetings of Directors
Section 7 - Officers
Section 8 - Notices
Section 9 - Effective Date

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

SECTION 1 – GENERAL

1. Definition 

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.

2. Interpretation 

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 

Contracts, documents or any instruments in writing requiring the signature of the Corporation shall be signed by any two (2) officers of the Corporation, and all contracts, documents and instruments in writing so signed shall be binding upon the Corporation without any further authorization or formality. The board of directors shall have power from time to time by resolution to 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, where required. Any signing officer may certify a copy of any instrument, resolution, by-law or other document of the Corporation to be a true copy thereof.

5. Financial Year 

The financial year end of the Corporation shall be March 31 in each year.

6. Banking Arrangements 

The banking business of the Corporation shall be transacted at such bank, trust company or other firm or corporation carrying on a banking business in Canada or elsewhere as the board of directors may designate, appoint or authorize from time to time by resolution. The banking business or any part of it shall be transacted by an officer or officers of the Corporation and/or other persons as the board of directors may by resolution from time to time designate, direct or authorize.

7. Borrowing Powers 

The board of directors is hereby authorized, from time to time
(a) to borrow money upon the credit of the Corporation, from any bank, corporation, firm or person, upon such terms, covenants and conditions at such times, in such sums, to such an extent and in such manner as the board of directors in its discretion may deem expedient;
(b) to limit or increase the amount to be borrowed;
(c) to issue or cause to be issued bonds, debentures or other securities of the Corporation
(d) to pledge or sell the same for such sums, upon such terms, covenants and conditions and at such prices as may be deemed expedient by the board of directors;
(e) to secure any such bond, debentures or other securities, or any other present or future borrowing or liability of the Corporation, by mortgage, hypothec, charge or pledge of all or any currently owned or subsequently acquired real and personal, movable and immovable, property of the Corporation, and the undertaking and rights of the Corporation.

8. 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. Instead of sending the documents, the Corporation may send a summary to each member along with a notice informing the member of the procedure for obtaining a copy of the documents themselves free of charge. The Corporation is not required to send the documents or a summary to a member who, in writing, declines to receive such documents.

SECTION 2 – MEMBERSHIP – MATTERS REQUIRING SPECIAL RESOLUTION

9. Membership Conditions 

Subject to the articles, there shall be one class of members in the Corporation. Membership in the Corporation shall be available to persons interested in furthering the Corporation's purposes, who are

(a) Canadian national or regional organizations or associations whose members include other organizations and companies that are primarily involved with the publishing, producing, marketing, reading, lending, selling and distribution of written content; or

(b) Canadian national or regional organizations and associations whose members are mainly individuals who are primarily involved in writing and content; or

(c) Canadian national or regional specialized organizations that meet one of the general criteria as to area of primary involvement cited above but are not necessarily member-based;

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. Each member shall be entitled to receive notice of, attend and vote at all meetings of the members of the Corporation.

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).

10. Membership Transferability 

A membership may only be transferred to the Corporation. Pursuant to Section 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to add, change or delete this section of the by-laws.

11. Notice of Members Meeting 

Notice of the time and place of a meeting of members shall be given to each member entitled to vote at the meeting by 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.

Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to the by-laws of the Corporation to change the manner of giving notice to members entitled to vote at a meeting of members.

12. Members Calling a Members' Meeting 

The board of directors shall call a special meeting of members in accordance with Section 167 of the Act, on written requisition of members carrying not less than 5% of the voting rights. If the directors do not call a meeting within twenty-one (21) days of receiving the requisition, any member who signed the requisition may call the meeting.

13. Absentee Voting at Members' Meetings: By Proxy 

Pursuant to Section 171(1) of the Act, a member entitled to vote at a meeting of members may vote by proxy by appointing in writing a proxyholder, and one or more alternate proxyholders, who are not required to be members, to attend and act at the meeting in the manner and to the extent authorized by the proxy and with the authority conferred by it subject to the following requirements:

I. a proxy is valid only at the meeting in respect of which it is given or at a continuation of that meeting after an adjournment;

II. a member may revoke a proxy by depositing an instrument or act in writing executed or, in Quebec, signed by the member or by their agent or mandatary 
a. at the registered office of the corporation no later than the last business day preceding the day of the meeting, or the day of the continuation of that meeting after an adjournment of that meeting, at which the proxy is to be used, or
b. with the chairperson of the meeting on the day of the meeting or the day of the continuation of that meeting after an adjournment of that meeting;

III. a proxyholder or an alternate proxyholder has the same rights as the member by whom they were appointed, including the right to speak at a meeting of members in respect of any matter, to vote by way of ballot at the meeting, to demand a ballot at the meeting and, except where a proxyholder or an alternate proxyholder has conflicting instructions from more than one member, to vote at the meeting by way of a show of hands;

IV. if a form of proxy is created by a person other than the member, the form of proxy shall 
a. indicate, in bold-face type, 
1. the meeting at which it is to be used,
2. that the member may appoint a proxyholder, other than a person designated in the form of proxy, to attend and act on their behalf at the meeting, and
3. instructions on the manner in which the member may appoint the proxyholder,
b. contain a designated blank space for the date of the signature
c. provide a means for the member to designate some other person as proxyholder, if the form of proxy designates a person as proxyholder,
d. provide a means for the member to specify that the membership registered in their name is to be voted for or against each matter, or group of related matters, identified in the notice of meeting, other than the appointment of a public accountant and the election of directors,
e. provide a means for the member to specify that the membership registered in their name is to be voted or withheld from voting in respect of the appointment of a public accountant or the election of directors, and
f. state that the membership represented by the proxy is to be voted or withheld from voting, in accordance with the instructions of the member, on any ballot that may be called for and that, if the member specifies a choice under subparagraph (iv) or (v) with respect to any matter to be acted on, the membership is to be voted accordingly;

V. a form of proxy may include a statement that, when the proxy is signed, the member confers authority with respect to matters for which a choice is not provided in accordance with subparagraph (d)(iv) only if the form of proxy states, in bold-face type, how the proxyholder is to vote the membership in respect of each matter or group of related matters;

VI. if a form of proxy is sent in electronic form, the requirements that certain information be set out in bold-face type are satisfied if the information in question is set out in some other manner so as to draw the addressee's attention to the information; and

VII. a form of proxy that, if signed, has the effect of conferring a discretionary authority in respect of amendments to matters identified in the notice of meeting or other matters that may properly come before the meeting must contain a specific statement to that effect.

Pursuant to 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.

SECTION 3 – MEMBERSHIP DUES, TERMINATION & DISCIPLINE

14. Membership Dues 

Members’ dues shall be as determined by the board from time to time. Members shall be notified in writing of the membership dues at any time payable by them and if any are not paid within One Hundred and Twenty (120) days of the end of the membership renewal date the members in default may have their membership terminated by the board of directors. Membership dues are non-refundable.

15. Non-Member Recognition 

The board may from time to time create non-member categories to recognize organizations, associations, individuals or companies that support the Corporation and its objectives that sponsor programs or initiative of the Corporation or that provide financial or other contributions or general sponsorship assistance.

16. Termination of Membership 

1. A membership in the Corporation is terminated when:
2. the member dies, or, in the case of a member that is a corporation, the corporation is dissolved;
3. a member fails to maintain any qualifications for membership described in the section on membership conditions of these by-laws;
4. the member resigns by delivering a written resignation to the chair of the board of the Corporation in which case such resignation shall be effective on the date specified in the resignation;
5. the member is expelled in accordance with any discipline of members section or is otherwise terminated in accordance with the articles or by-laws;
6. the member's term of membership expires; or the Corporation is liquidated or dissolved under the Act.

17. 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.

18. Discipline of Members 

The board shall have authority to suspend or expel any member from the Corporation for any one or more of the following grounds:

1. violating any provision of the articles, by-laws, or written policies of the Corporation;
2. carrying out any conduct which may be detrimental to the Corporation as determined by the board in its sole discretion;
3. for any other reason that the board in its sole and absolute discretion considers to be reasonable, having regard to the purpose of the Corporation.

In the event that the board determines that a member should be expelled or suspended from membership in the Corporation, the chair, or such other officer as may be designated by the board, shall provide twenty (20) days’ notice of suspension or expulsion to the member and shall provide reasons for the proposed suspension or expulsion. The member may make written submissions to the chair, or such other officer as may be designated by the board, in response to the notice received within such twenty (20) day period. In the event that no written submissions are received by the chair, the chair, or such other officer as may be designated by the board, may proceed to notify the member that the member is suspended or expelled from membership in the Corporation. If written submissions are received in accordance with this section, the board will consider such submissions in arriving at a final decision and shall notify the member concerning such final decision within a further twenty (20) days from the date of receipt of the submissions. The board's decision shall be final and binding on the member, without any further right of appeal. 

SECTION 4 – MEETINGS OF MEMBERS

19. 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.

20. 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.

21. 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.

22. Persons Entitled to be Present at Members' Meetings 

The only persons entitled to be present at a meeting of members shall be those entitled to vote at the meeting, one other designated representative of each member, the directors and the public accountant of the Corporation and such other persons who are entitled or required under any provision of the Act, articles or by-laws of the Corporation to be present at the meeting. Any other person may be admitted only on the invitation of the chair of the meeting or by resolution of the members.

23. 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.

24. Quorum at Members' Meetings 

A quorum at any meeting of the members (unless a greater number of members is required to be present by the Act) shall be fifty (50%) per cent 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.

25. 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 question. 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 question is defeated.

26. 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.

27. Members' Meeting Held Entirely by Electronic Means 

If the directors or members of the Corporation call a meeting of members pursuant to the Act, those directors or members, as the case may be, may determine that the meeting shall be held, in accordance with the Act and the Regulations, entirely by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting.

SECTION 5 – MEMBERS OF THE BOARD

28. Number of Directors 

The board shall consist of the number of directors specified in the articles. If the articles provide for a minimum and maximum number of directors, the board shall be comprised of the fixed number of directors as determined from time to time by the members by ordinary resolution or, if the ordinary resolution empowers the directors to determine the number, by resolution of the board. A director may not be an employee of the Corporation or its corporate affiliates, if any.

29. Term of Office of Directors 

a) At the first annual general meeting of members following the enactment of this by-law, one-half of the individuals elected as directors shall be elected to hold office for a term of two years; and one-half of the individuals elected as directors (or such greater portion as is necessary in order to reflect the whole number of remaining directors) shall be elected to hold office for a term of three years; provided that, for greater certainty, each such term shall expire on the termination of the second or third, as the case may be, annual general meeting of members following their election.
b) Each individual elected as a director at subsequent annual general meetings of members shall be elected for a term expiring at the close of the second annual general meeting following their election or until their successor is elected or appointed unless:
i. any such individual was elected or appointed to complete the unexpired term of a former director, in which case such individual shall be elected for the remainder of such term; or
ii. prior to the annual general meeting at which such individual is elected as a director, the board determines that in the interests of providing for a staggered board, the vacancy which their has been elected to fill shall be for a term expiring at the end of the first or third annual general meeting following their election.
c) If qualified, each individual who has completed a term of office as a director shall be eligible for re-election; provided that no individual may serve as an elected director for more than six consecutive years. For greater certainty, if the sixth annual general meeting following the date upon which an individual was elected as a director is later than the sixth anniversary of such director’s election, the director may continue their term of office until such annual general meeting.  Following an absence from the board of one year or more, an individual who had previously served as a director for six or more consecutive years shall again be eligible to serve as a director. Notwithstanding the foregoing, the six-year consecutive term limit shall not apply to a director while such director is an officer of the Corporation.

SECTION 6 – MEETINGS OF DIRECTORS

30. Calling of Meetings of Board of Directors 

Meetings of the board may be called by the chair of the board, the vice-chair of the board or any two (2) directors at any time. If the Corporation has only one director, that director may call and constitute a meeting. The board shall meet a minimum of two times each year.

31. Notice of Meeting of Board of Directors 

Notice of the time and place for the holding of a meeting of the board shall be given in the manner provided in the section on giving notice of meeting of directors of this by-law to every director of the Corporation not less than two (2) (forty-eight hours) days before the time when the meeting is to be held. Notice of a meeting shall not be necessary if all of the directors are present, and none objects to the holding of the meeting, or if those absent have waived notice of or have otherwise signified their consent to the holding of such meeting. Notice of an adjourned meeting is not required if the time and place of the adjourned meeting is announced at the original meeting. Unless the by-law otherwise provides, no notice of meeting need specify the purpose or the business to be transacted at the meeting except that a notice of meeting of directors shall specify any matter referred to in subsection 138(2) (Limits on Authority) of the Act that is to be dealt with at the meeting.

32. Quorum at Meeting of Board of Directors 

Five (5) directors constitute a quorum at any meeting of directors.

33. Votes to Govern at Meetings of the Board of Directors 

At all meetings of the board, every motion shall be decided by a majority of the votes cast on the question. In case of an equality of votes, the motion is defeated.

34. Committees of the Board of Directors

The board may from time to time appoint any committee or other advisory body, as it deems necessary or appropriate for such purposes and, subject to the Act, with such powers as the board shall see fit. Any such committee may formulate its own rules of procedure, subject to these by-laws and such terms of reference or directions as the board may from time to time make. Committee members are appointed by the board and any committee member may be removed by resolution of the board of directors. Each committee shall have at least one member who is a director.  The board of directors may appoint committees whose members will hold their offices at the will of the board of directors. The board of directors shall determine the duties, members and terms of such committees. Members of such committees shall receive no compensation either directly or indirectly for acting as such and shall not receive either directly or indirectly any profit from their office; provided that, by resolution of the board of directors, members of such committees may be reimbursed for reasonable expenses incurred in performing their services.  

Executive Committee
There shall be an Executive Committee composed of all directors who hold an office in the Corporation, including the Chair, Vice-Chair(s), and Treasurer.  The board of directors may from time to time by resolution appoint additional board members to the Executive Committee.  Where the past chair is not a director, the board of directors may appoint him or her to act in an advisory capacity on the Executive Committee.  The executive committee shall generally supervise the Executive/Managing Director and exercise such powers as are authorized by the board of directors. Any executive committee member may be removed by a three-quarters majority vote of the board of directors. Meetings of the executive committee shall be held at any time and place to be determined by the members of such committee provided that forty-eight (48) hours written notice of such meeting shall be given. No less than two (2) members of such committee shall constitute a quorum. 

Nominating Committee
There shall be a Nominating Committee composed of at least three persons, at least two of whom shall be directors, in each year.  Forthwith upon approval by the board of the membership of the Nominating Committee, it shall be the duty of the nominating committee to prepare a slate of qualifying individuals to stand for election as directors at the next annual meeting of members.  The Nominating Committee shall also prepare a slate of nominations of individuals for appointment as officers of the Corporation. 

Finance Committee
The board may from time to time, if deemed advisable, appoint from among its members a Finance Committee consisting of two directors, one of whom shall be the treasurer, to act in an advisory capacity in the matter of the finances of the Corporation. The treasurer shall chair the Finance Committee.

Governance Committee
The board may from time to time, if deemed advisable, appoint a Governance Committee consisting of a chair and not less than one additional board member, to act in an advisory capacity in the matter of the governance policies and terms of reference of the Corporation, criteria for board membership. The Governance Committee may include non-directors so long as the majority of the Committee is comprised of directors.

SECTION 7 – OFFICERS

35. Appointment of Officers 

The board may designate the offices of the Corporation, appoint officers on an annual or more frequent basis, specify their duties and, subject to the Act, delegate to such officers the power to manage the affairs of the Corporation. The board shall appoint a minimum of three officers, including the Chair of the Board, in addition to the Executive/Managing Director.  An officer may, but need not be, a director unless these by-laws otherwise provide. Two or more offices may be held by the same person. 

36. 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. Chair of the Board – The chair of the board shall be a director. The chair of the board shall, when present, preside at all meetings of the board of directors and of the members. The chair shall have such other duties and powers as the board may specify.

2. Vice-Chair(s) of the Board – The vice-chair(s) of the board, if one or up to two is or are to be appointed, shall be a director. If the chair of the board is absent or is unable or refuses to act, the vice-chair designated by the board, if any, shall, when present, preside at all meetings of the board of directors and of the members. The vice-chair(s) shall have such other duties and powers as the board may specify.

3. Executive/Managing Director – If appointed, the Executive/Managing Director, who shall not be a director, shall be the chief executive officer of the Corporation and shall be responsible for implementing the strategic plans and policies of the Corporation. The Executive/Managing Director shall, subject to the authority of the board, have general supervision of the affairs of the Corporation, and shall:
a) have power to appoint and remove any and all employees and agents of the corporation not elected or appointed directly by the board, and to settle the terms of their employment and remuneration; 
b)be an ex officio member of the board of directors, meetings of members and all committees except the Nominating Committee;
c) attend all sessions of the board of directors, and all meetings of the members unless the matter under discussion is the Executive/Managing Director’s performance or employment agreement;
d) perform such other duties as may be prescribed by the board of directors. 

4. Secretary – If appointed, the secretary, who may, but need not be a director, shall enter or cause to be entered in the Corporation's minute book, minutes of all proceedings at meetings of members, directors and committees; the secretary shall give, or cause to be given, as and when instructed, notices to members, directors, the public accountant and members of committees; the secretary shall be the custodian of all books, papers, records, documents and other instruments belonging to the Corporation.

5. Treasurer – If appointed, the treasurer, who shall be a director, shall preside over the Finance Committee, where constituted, shall provide oversight over the financial affairs of the Corporation, and shall have such powers and duties as the board may specify. 

6. Past Chair – If appointed, the past chair, who need not be a director, shall advise the board and the Executive/Managing Director, provide the benefit of past experience and shall have such other powers and duties as the board may specify.

The powers and duties of all other officers of the Corporation shall be such as the terms of their engagement call for or the board or chair 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.

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, other than the Executive/Managing Director, shall hold office until the earlier of:

1. the officer's successor being appointed, 
2. the officer's resignation, 
3. such officer ceasing to be a director (if a necessary qualification of appointment) or 
4, such officer's death.

The Executive/Managing Director shall hold office at the pleasure of the board.  

If the office of any officer of the Corporation shall be or become vacant, the directors may, by resolution, appoint a person to fill such vacancy.

SECTION 8 – NOTICES

38. 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.

39. 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.

40. 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.

SECTION 9 – EFFECTIVE DATE

41. 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.

ENACTED by the directors of the Corporation by resolution on the 12th day of February, 2014 and confirmed by the members of the Corporation by special resolution on the 10th day of April, 2014.

_________________________

Past Chair and Director

_________________________

Treasurer and Director