1.1 Definitions In this By-law of the Society, unless the context otherwise requires:
(a) “Act” means the Canada Not-For-Profit Corporations Act S.C. 2009, c. 23 including the regulations made pursuant to the Act, and any statute or regulations that may be substituted, as amended from time to time;
(b) “Affiliates” has the meaning set out in Section 3.2;
(c) “Articles” means the original or restated articles of revival or articles of amendment, amalgamation, continuance, reorganization or arrangement of the Society;
(d) “Associate Affiliates” has the meaning set out in Section 3.2(b);
(e) “Board” means the board of directors of the Society, and “Director” means a member of the Board;
(f) “By-law” means this by-law and any other by-law of the Society as amended and which are, from time to time, in force and effect;
(g) “Chairperson” means the chairperson of the Society;
(h) “Executive Manager” means the executive manager of the Society;
(i) “Honorary Affiliates” has the meaning set out in Section 3.2(a);
(j) “Lifetime Members” has the meaning set out in Section 3.7;
(k) “Officer” means any one of the individuals who have been appointed as officers of the Society in accordance with the By-laws;
(l) “Ordinary Resolution” means a resolution passed by a majority of not less than 50% plus one (50% + 1) of the votes case on that resolution;
(m) “Past Chairperson” means the past Chairperson of the Society;
(n) “Special Resolution” means a resolution passed by a majority of not less than two-thirds (2/3) of the votes cast on that resolution;
(o) “Treasurer” means the treasurer of the Society;
(p) “Vice Chairperson” means the vice chairperson of the Society.
(a) 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.
(b) Other than as specified above, words and expressions defined in the Act have the same meanings when used in these By-laws.
2.1 Corporate SealThe corporate seal of the Society (if any) shall be in such form as prescribed by the Board, and shall be held by the Executive Manager at the Society’s registered office.
2.2 Registered OfficeUntil changed in accordance with the Act, the registered office of the Society shall be situated in the City of Kingston, in the Province of Ontario.
2.3 FinancialYear Unless otherwise determined by the Board, the financial year end of the Society shall be December 31 in each year.
2.4 Banking ArrangementsThe banking business of the Society shall be transacted at such bank, trust company, or other firm or corporation carrying on a banking business in Canada or elsewhere as the Board may designate, appoint, or authorize from time to time by resolution. The banking business or any part of it shall be transacted by such Officer(s) of the Society and/or other persons as the Board may by resolution from time to time designate, direct, or authorize.
2.5 Borrowing Powers
The Board may from time to time:
(a) borrow money on the credit of the Society;
(b) issue, reissue, sell, pledge, or hypothecate debt obligations of the Society;
(c) give a guarantee on behalf of the Society to secure performance of an obligation of any person; and
(d) mortgage, hypothecate, pledge, or otherwise create a security interest in all or any property of the Society, owned or subsequently acquired, to secure any debt obligation of the Society. Any such resolution may provide for the delegation of such powers by the Board to such Officers or Directors of the Society to such extent and in such manner as may be set out in the resolution
2.6 Execution of Documents
(a) Contracts, documents, or any instruments in writing requiring the signature of the Society shall be signed by the Chairperson, or in his/her absence the Vice Chairperson together with any one member of the Board, and all contracts, documents or instruments in writing so signed shall be binding upon the Society without any further authorization or formality. Notwithstanding the foregoing, the Executive Manager is authorized to sign contracts, documents or any instruments in writing in the usual and ordinary course of carrying out the activities and affairs of the Society, and all contracts, documents or instruments in writing so signed shall be binding upon the Society without any further authorization or formality.
(b) Except as expressly set out herein or authorized by the Board, no Director, member, Officer, employee, or agent of the Society shall have power or authority to bind the Society by any contract, document or instrument in writing.
(c) The Chairperson or, in his/her absence the Vice Chairperson, shall have authority to authorize affixing of the corporate seal of the Society.