CANADA NOT-FOR-PROFIT CORPORATIONS ACT
BYLAWS of the CANADIAN GEOLOGICAL FOUNDATION
- part 1. INTERPRETATION
- 1.1 Definitions
In these Bylaws and the Articles of the Corporation, 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) “Articles” means original or restated articles of incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement or revival of the Corporation;
- (c) “Board” means the Directors acting as authorized by the Articles and these Bylaws in managing or supervising the management of the affairs of the Corporation and exercising the powers of the Corporation;
- (d) “Board Resolution” means:
- (i) a resolution passed at a duly constituted meeting of the Board by a simple majority of the votes cast by those Directors who are present and entitled to vote at such meeting; or
- (ii) a resolution that has been submitted to all Directors and consented to in writing by all the Directors who would have been entitled to vote on the resolution in person at a meeting of the Board;
- (e) “Bylaws” means this Bylaw and all other Bylaws of the Corporation from time to time in force and effect;
- (f) “Chair” means a Person elected to the office of Chair in accordance with these Bylaws;
- (g) “Corporation” means “Canadian Geological Foundation”;
- (h) “Director of Corporations Canada” means the director of Corporations Canada as appointed in accordance with the Act;
- (i) “Directors” means those Persons who have become directors in accordance with these Bylaws and have not ceased to be directors;
- (j) “Electronic Means” means a telephonic, electronic or other communication facility that, in accordance with the Regulations, if any, permits all participants to communicate adequately with each other;
- (k) “Income Tax Act” means the Income Tax Act, R.S.C. 1985 (5th Supp.), c.1 as amended from time to time;
- (l) “Meeting of Members” means the annual general meeting and any special general meetings of the Corporation;
- (m) “Members” means the Incorporators and those Persons who have subsequently become members in accordance with these Bylaws and, in either case, have not ceased to be members;
- (n) “mutatis mutandis” means with the necessary changes having been made to ensure that the language makes sense in the context;
- (o) “Ordinary Resolution” means:
- (i) a resolution passed by a simple majority of the votes cast by those Members who, being entitled to do so, vote in person or, if provided for by the Corporation, by Electronic Means at a Meeting of Members; or
- (ii) a resolution that has been submitted to the Members and consented to in writing by every Member who would have been entitled to vote on the resolution in person at a Meeting of Members, and a resolution so consented to is deemed to be an Ordinary Resolution passed at a Meeting of Members;
- (p) “Organization” means an association, corporation, partnership or society;
- (q) “Person” means a natural person;
- (r) “Proposal” means a notice in writing of a matter that a Member proposes to raise at an annual general meeting;
- (s) “Public Accountant” means a Person or Organization with the qualifications described in section 180 of the Act who is appointed in accordance with these Bylaws;
- (t) “Registered Address” of a Member or Director means the address of that Person as recorded in the register of Members or the register of Directors;
- (u) “Registered Office” means the address of the Corporation as filed from time to time with Corporations Canada;
- (v) “Special Resolution” means:
- (i) a resolution passed by a majority of not less than two thirds (2/3) of the votes of those Members who, being entitled to do so, vote in person or, if determined by the Corporation, by Electronic Means at a Meeting of Members;
- 1. of which the period of notice required by these Bylaws has been given, and which notice includes the text of the resolution, or
- 2. if every Member entitled to attend and vote at the meeting waives notice of the meeting, at a Meeting of Members of which less than the required period of notice has been given, or
- (ii) a resolution that has been submitted to the Members and consented to in writing by every Member who would have been entitled to vote on the resolution in person at a Meeting of Members, and a resolution so consented to is deemed to be a Special Resolution passed at a Meeting of Members.
- (i) a resolution passed by a majority of not less than two thirds (2/3) of the votes of those Members who, being entitled to do so, vote in person or, if determined by the Corporation, by Electronic Means at a Meeting of Members;
- 1.2 Canada Not-for-profit Corporations Act Definitions
The definitions in the Act on the date these Bylaws become effective apply to these Bylaws.
- 1.3 Plural and Singular Forms
In these Bylaws, a word defined in the plural form includes the singular and vice-versa.
- part 2. MEMBERSHIP
- 2.1 Class of Membership
Subject to the Articles, there is a single class of membership in the Corporation.
- 2.2 Composition of Membership
Membership in the Corporation will be composed of up to fourteen (14) Persons, as follows:
- (a) the President of the Canadian Federation of Earth Sciences, or his or her designate;
- (b) the President of the Geological Association of Canada, or his or her designate;
- (c) the Director-General of the Geological Survey of Canada, or his or her designate;
- (d) a geoscientist who is a fellow of the Royal Society of Canada;
- (e) two (2) geologists, each of whom is employed or holds an office in a government agency of a Province within Canada;
- (f) a geoscientist working for, or affiliated with, a department of a Canadian university; and
- (g) not more than seven (7) other geologists who are members of adhering societies of the Canadian Geoscience Council, of which at least two shall be associated with industry.
- 2.3 Application for Membership
An Person eligible under sub-section 2.2 (d), (e), (f) or (g) may apply in writing addressed to the Corporation at its Registered Office to become a Member under one of those sub-sections.
- 2.4 Appointment of Members
On receipt of an application under section 2.3, the Corporation may, by Board Resolution or such other manner as may be determined by the Board from time to time appoint an eligible applicant as a Member in the appropriate category of membership.
The Board may, by Board Resolution, accept, postpone or refuse an application for membership.
- 2.5 Transition of Members
On the date these Bylaws come into force, the Members will be those Persons described in sub-sections 2.2 (a), (b) & (c), plus those eligible Persons who have been appointed (if any) pursuant to section 2.4 to fill the positions described in sub-sections 2.2 (d), (e), (f) & (g).
- 2.6 Membership not Transferable
Membership is not transferable by a Member.
- 2.7 Term of Membership
The term of membership for a Member appointed under section 2.4 is two (2) year(s) and a Person appointed under that section may be re-appointed in accordance with section 2.8.
For purposes of calculating the duration of a term of membership, the term will be deemed to commence on the date the application for membership is accepted, or such later date as may be determined by the Board, and will be deemed to expire at the close of the annual general meeting held in the last year of the Member’s term.
- 2.8 Reappointment of Membership
The Board may, by Board Resolution, re-appoint a Member under subsection 2.2(d), (e), (f) or (g) for up to two (2) further terms as Member, except that no Person may be reappointed as a Member for at least one (1) year immediately following the completion of three (3) consecutive terms as a Member.
- 2.9 Dues
There will be no annual membership dues.
- 2.10 Standing of Members
All Members are deemed to be in good standing.
- 2.11 Compliance with Articles, Bylaws and Policies
Every Member will, at all times:
- (a) comply with the Articles, Bylaws and the policies of the Corporation adopted by the Directors from time to time; and
- (b) further and not hinder the aims and objects of the Corporation.
- 2.12 Expulsion of Member
A Member may be expelled by a Special Resolution.
Notice of a Special Resolution to expel a Member will be accompanied by a brief statement of reasons for the proposed expulsion.
The Member who is the subject of the proposed expulsion will be provided an opportunity to respond to the statement of reasons at or before the time the Special Resolution is considered by the Members.
- 2.13 Cessation of Membership
A Person will cease to be a Member:
- (a) upon the date which is the later of the date of delivering his or her resignation in writing to the secretary of the Corporation or to the Registered Office and the effective date of the resignation stated thereon; or
- (b) upon the expiry of his or her term of membership; or
- (c) upon his or her expulsion; or
- (d) upon his or her death.
- 2.14 Termination of Member’s Rights
The rights of a Member, including any rights in the property of the Corporation, cease on the occurrence of any of the events described in section 2.13.
- part 3. MEETING OF MEMBERS
- 3.1 Time and Place of Meeting of Members
A Meeting of Members will be held at a place in Canada that the Directors determine or a place outside Canada if all the Members entitled to vote at the meeting agree.
- 3.2 Annual General Meetings
An annual general meeting will be held at least once in every calendar year and not more than 15 months after the holding of the preceding annual general meeting, but no later than 6 months after the end of the Corporation’s preceding financial year.
- 3.3 Special General Meeting
Every Meeting of Members other than the annual general meeting is a special general meeting.
- 3.4 Calling of Special General Meeting
The Board may, whenever it thinks fit, convene a special general meeting. The Board will call a special general meeting on the written requisition of at least five percent (5%) of the Members.
- 3.5 Notice of Meeting of Members
Subject to the Act, the Corporation will give notice of a Meeting of Members to each Member entitled to vote at the meeting by one or more of the following means:
- (a) by personal delivery or by courier or mail addressed to the Member’s Registered Address at least 21 days and not more than 60 days before the day on which the Meeting of Members is to be held; or
- (b) where the Member has provided an electronic mail address or facsimile number to the Corporation, by electronic mail to that address or facsimile to that number, as the case may be, at least 21 days and not more than 35 days before the day on which the Meeting of Members is to be held.
However, the Corporation will provide notice as set out in subsection (a) if a Member requests that the notice be given by non-electronic means.
- 3.6 Waiver or Reduction of Notice Period
Members entitled to notice of a Meeting of Members may waive or reduce the notice period for a particular Meeting of Members in writing.
- 3.7 Entitlement to Notice of Meeting of Members
Notices of a Meeting of Members will be given to:
- (a) every Person shown on the register of members as a Member at:
- (i) the close of business on the day immediately preceding the day on which the notice is given; or
- (ii) the close of business on such day as may be fixed by the Directors in accordance with the Act;
- (b) the Directors; and
- (c) the Public Accountant.
- (a) every Person shown on the register of members as a Member at:
No other Person is entitled to receive notice of a Meeting of Members.
- 3.8 Contents of Notice
Notice of a Meeting of Members will specify the place, the day and the hour of the meeting and the special business to be transacted at the meeting.
Notice of a Meeting of Members will include the text of any Special Resolution to be considered at the meeting.
- 3.9 Omission of Notice
The accidental omission to give notice of a Meeting of Members to, or the non‑receipt of notice by, any Member entitled to receive notice does not invalidate proceedings at that meeting.
- part 4. PROCEEDINGS AT MEETINGS OF MEMBERS
- 4.1 Special Business
Special business is:
- (a) all business that is transacted at a special general meeting; and
- (b) all business that is transacted at an annual general meeting, except:
- (i) consideration of the financial statements;
- (ii) consideration of the Public Accountant’s report;
- (iii) the election of Directors; and
- (iv) re-appointment of the incumbent Public Accountant.
- 4.2 Attendance at Meetings of Members
Every Member, Director and the Public Accountant is entitled to attend a Meeting of Members. No other Person or entity is entitled to attend a Meeting of Members but the Corporation may invite other Persons to attend as guests and observers.
- 4.3 Requirement of Quorum
No business, other than the adjournment of the meeting, will be conducted at a Meeting of Members at a time when a quorum is not present.
- 4.4 Quorum
A quorum for a Meeting of Members is the greater of three (3) Members and one-third (1/3) of the total number of current Members on the date upon which notice of the Meeting of Members is given.
- 4.5 Lack of Quorum
If within 30 minutes from the time appointed for a Meeting of Members a quorum is not present, the meeting, if convened on the requisition of Members, will be terminated; but in any other case it will stand adjourned to the next day, at the same time and place, and if, at the adjourned meeting, a quorum is not present within 30 minutes from the time appointed for the meeting, the Members present will constitute a quorum.
- 4.6 Loss of Quorum
If at any time during a Meeting of Members there ceases to be a quorum present, business then in progress will be suspended until there is a quorum present or until the meeting is adjourned or terminated.
- 4.7 Participation in a Meeting by Electronic Means
The Board may determine that any Meeting of Members may, in accordance with the Act, be held, in whole or in part, by Electronic Means.
Any Person entitled to attend a Meeting of Members may, in accordance with the Act, participate in the meeting by Electronic Means made available by the Corporation (if any). A Person so participating in a meeting is deemed to be present at the meeting.
- 4.8 Chair
The Chair of the Corporation (or, in the absence or inability of the Chair, the vice-chair) will, subject to a Board Resolution appointing another Person, preside at all Meetings of Members; but if at any Meeting of Members the Chair, vice-chair, and such alternate Person appointed by a Board Resolution, if any, is not present within 15 minutes after the time appointed for the meeting or requests that he or she not chair that meeting, the Directors present may choose one of their number to preside as chair at that meeting.
- 4.9 Alternate Chair
If a Person presiding as chair of a Meeting of Members wishes to step down as chair for all or part of that meeting, he or she may designate an alternate to chair such meeting or portion thereof, and upon such designated alternate receiving the consent of a majority of the Members present at such meeting, he or she may preside as chair.
- 4.10 Adjournment
A Meeting of Members may be adjourned from time to time and from place to place, but no business will be transacted at an adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
- 4.11 Notice of Adjournment
It is not necessary to give notice of an adjournment or of the business to be transacted at an adjourned meeting except where a meeting is adjourned for more than 31 days, in which case notice of the adjourned meeting will be given as in the case of the original meeting.
- 4.12 Ordinary Resolution Sufficient
Any issue at a Meeting of Members which is not required by these Bylaws or the Act to be decided by a Special Resolution will be decided by an Ordinary Resolution.
- 4.13 Entitlement to Vote
Each Member is entitled to one (1) vote at a Meeting of Members. No other Person or entity is entitled to a vote at a Meeting of Members.
- 4.14 Method of Voting
Voting at a Meeting of Members will be by one or more of the following, at the discretion of the Board:
- (a) show of hands;
- (b) voice vote;
- (c) ballot vote (whether paper or by Electronic Means),
provided that, at the request of any Member entitled to vote at the meeting, a secret vote by ballot will be required.
- 4.15 Electronic Voting
If the Corporation has determined to hold a Meeting of Members in such a manner as to facilitate participation, either wholly or in part, by Electronic Means, any Member participating in the meeting by Electronic Means and entitled to vote at the meeting may vote electronically, provided that the Corporation has made available a system of voting that meets the following criteria:
- (a) the identity of the voter can be authenticated;
- (b) the votes can be gathered in a manner that permits their subsequent verification; and
- (c) the tallied votes can be presented anonymously, in such a way as to be impossible to identify how an individual Member voted.
- 4.16 Absentee Voting by Members
Absentee voting by Members is not permitted.
- 4.17 Resolution in Writing
Subject to the Act, an Ordinary Resolution or a Special Resolution that has been submitted to the Members and consented to in writing by every Member who would have been entitled to vote on the resolution in person at a Meeting of Members is valid and effectual as a resolution as if it had been passed at a Meeting of Members duly called and constituted and will be deemed to be a resolution. Such a resolution may be in two or more counterparts which together will be deemed to constitute one resolution in writing. A copy of every resolution in writing will be filed with minutes of the proceedings of the Members and will be deemed to be passed on the date stated therein or, in the absence of such a date being stated, on the latest date stated on any counterpart.
- 4.18 Member Proposals
A Member entitled to vote at an annual general meeting may submit, in accordance with the Act, a Proposal to the Corporation and may, subject to the Act, discuss at the annual general meeting any matter with respect to which a Proposal has been submitted.
- 4.19 Notice of Proposal
If a Proposal is received by the Corporation in accordance with the provisions of the Act, the Corporation will include the Proposal in the notice of the annual general meeting.
- part 5. DIRECTORS
- 5.1 Powers of Directors
The Board may exercise all such powers and do all such acts and things as the Corporation may exercise and do, and which are not by these Bylaws or by statute or otherwise lawfully directed or required to be exercised or done by the Members, but nevertheless subject to the provisions of:
- (a) all laws affecting the Corporation; and
- (b) these Bylaws and the Articles.
- 5.2 Management of Property and Affairs
The property and the affairs of the Corporation will be managed by the Board.
- 5.3 Transition of Directors
Each Person who is a Director on the date these Bylaws are adopted by Special Resolution will continue as a Director until ceasing in accordance with these Bylaws.
- 5.4 Composition of Board
Subject to the Articles, the Board will be composed of no fewer than three (3) and no more than seven (7) Directors, which number may be set by Ordinary Resolution, and except as provided for in the Act, the Articles or these Bylaws, each Director will be elected by the Members in accordance with the Act.
During any period where the Corporation is a soliciting corporation under the Act, at least two (2) of the Directors must not be officers or employees of the Corporation or its affiliates.
- 5.5 Invalidation of Acts
No act or proceeding of the Board is invalid by reason only of there being less than the prescribed number of Directors in office.
- 5.6 Disqualified Person
A Person is not qualified to be a Director if he or she:
- (a) is not a Member;
- (b) is less than 18 years of age; or
- (c) has been declared incapable by a court in Canada or elsewhere; or
- (d) is an undischarged bankrupt.
- 5.7 Directors Subscribe to and Support Purposes
Every Director will unreservedly support the purposes and act in the best interests of the Corporation.
- 5.8 Election of Directors.
Directors will be elected by Ordinary Resolution at a Meeting of Members at which an election of Directors is required and will take office commencing at the close of such meeting.
- 5.9 Election by Acclamation
In elections where the number of candidates is equal to or less than the number of vacant positions for Directors, the nominated candidates are deemed to be elected by acclamation.
- 5.10 Election by Secret Ballot
In elections where there are more candidates than vacant positions for Directors, election will be by secret ballot with the name of each duly nominated candidate appearing individually on the ballot. Candidates will be deemed to be elected in order of those candidates receiving the most votes. In the event of a tie for the last position, the tied candidates will draw straws for the final position.
- 5.11 Voiding of Ballot
No Member will vote for more Directors than the number of vacant positions for Directors. Any ballot on which more names are voted for than there are vacant positions will be deemed to be void.
- 5.12 Term of Office
Elections for Directors will normally be held at the annual general meeting and the term of office of Directors will normally be four (4) years. However the Directors may by resolution determine that some or all vacant Directors’ positions will have a term of less than four (4) years, the length of such term to be determined by the Directors in their discretion.
For purposes of calculating the duration of a Director’s term of office, the term will be deemed to commence at the close of the annual general meeting at which such Director was elected and will be deemed to expire at the close of the annual general meeting held in the last year of the Director’s term.
- 5.13 Consecutive Terms
A Director may serve for a maximum of eight (8) consecutive years, by any combination of terms. A Person who has served eight (8) consecutive years as a Director may not be re-elected for at least one (1) year following the expiry of his or her latest term.
- 5.14 Appointing Additional Directors
The Directors may, in accordance with the Act, appoint additional Directors to hold office until the close of the next annual general meeting.
- 5.15 Filling Vacancy Among Directors
Subject to the Act, the remaining Directors may fill any vacancy or vacancies occurring among the Directors from time to time. A Person appointed to fill a vacancy will hold office for the remainder of the term vacated by his or her predecessor.
- 5.16 Removal of Director and Election of Replacement
The Members may remove a Director before the expiration of such Director’s term of office by Ordinary Resolution passed at a special general meeting and may at that same meeting elect a replacement Director by Ordinary Resolution to serve for the remainder of the removed Director’s term.
If a vacancy created by the removal of a Director is not filled at the special general meeting at which the Director was removed then, subject to the Act, the remaining Directors may fill the vacancy in accordance with section 5.15.
- 5.17 Election of Less than Required Number of Directors
Notwithstanding the foregoing Bylaws, if there has been a failure to elect the minimum number of Directors required by the Articles, the Directors then in office will without delay call a special general meeting to fill the vacancy or vacancies, as the case may be.
- 5.18 Ceasing to be a Director
A Person will cease to be a Director:
- (a) upon the date which is the later of the date of delivering his or her resignation in writing to the secretary of the Corporation or to the Registered Office and the effective date of the resignation stated therein;
- (b) upon the expiry of his or her term, unless re-elected;
- (c) upon his or her removal;
- (d) upon ceasing to be qualified pursuant to section 5.6; or
- (e) upon his or her death.
- 5.19 Remuneration of Directors and Reimbursement of Expenses
A Director is not entitled to any remuneration for acting as a Director. A Director may be reimbursed for all expenses necessarily and reasonably incurred by him or her while engaged in the affairs of the Corporation.
- 5.20 Financial Powers of the Board
The Board will have the power to make expenditures, including grants, gifts and loans, whether or not secured or interest-bearing, in furtherance of the purposes of the Corporation. The Board will also have the power to enter into trust arrangements or contracts on behalf of the Corporation in furtherance of the purposes of the Corporation.
- 5.21 Policies and Procedures
The Board may establish such rules, policies or procedures relating to the affairs of the Corporation as it deems expedient, provided that no rule, policy or procedure is valid to the extent that it is inconsistent with the Act, the Articles or these Bylaws.
- 5.22 Investment of Property and Standard of Care
The Board may invest the property of the Corporation in any form of property or security in which a prudent investor might invest. The standard of care required of the Directors is that they will exercise the care, skill, diligence and judgment that a prudent investor would exercise in making investments in light of the purposes and distribution requirements of the Corporation.
- 5.23 Investment in Mutual or Pooled Funds
The property of the Corporation may be invested by the Board, or by any agent or delegate of the Board, in any mutual fund, common trust fund, pooled fund or similar investment.
- 5.24 Investment Advice
The Directors may obtain advice with respect to the investment of the property of the Corporation and may rely on such advice if a prudent investor would rely upon the advice under comparable circumstances.
- 5.25 Delegation of Investment Authority to Agent
The Directors may delegate to a stockbroker, investment dealer, or investment counsel the degree of authority with respect to the investment of the Corporation’s property that a prudent investor might delegate in accordance with ordinary business practice.
- part 6. PROCEEDINGS OF THE BOARD
- 6.1 Calling of Meetings
Meetings of the Board may be held at any time and place determined by the Board.
The Chair (or, in the absence or inability of the Chair, the vice-chair) may at any time call a meeting of the Board. The Chair (or vice-chair, as the case may be) will call a meeting of the Board on the request of any two (2) Directors.
- 6.2 Notice
At least two (2) days’ notice of every meeting of the Board will be sent to each Director. However, no formal notice will be necessary if all Directors were present at the preceding meeting when the time and place of the meeting were determined or are present at the meeting or waive notice thereof in writing or give a prior verbal waiver to the secretary of the Corporation.
For the purposes of the first meeting of the Board held immediately following the appointment or election of a Director or Directors at a Meeting of Members, or for the purposes of a meeting of the Board at which a Director is appointed to fill a vacancy in the Board, it is not necessary to give notice of the meeting to the newly elected or appointed Director or Directors for the meeting to be properly constituted.
- 6.3 Attendance at Board Meetings
Every Director is entitled to attend each meeting of the Board. No other Person is entitled to attend a meeting of the Board, but the Board may invite any Person or Persons to attend one or more meetings of the Board as non-voting advisors or guests.
- 6.4 Quorum
A quorum for a meeting of the Board will be a majority of the Directors currently in office
- 6.5 Director Conflict of Interest
A Director who has, or may have, an interest in a proposed contract or transaction with the Corporation will be counted in the quorum at a meeting of the Board at which the proposed contract or transaction is considered but is not entitled to vote on the proposed contract or transaction unless permitted by the Act and will absent themselves from any meeting (or portion thereof) at which the proposed contract or transaction is discussed, unless requested by the Board to remain for a time prior to the vote to provide relevant information.
- 6.6 Chair of Meetings
The Chair (or, in the absence or inability of the Chair, the vice-chair) will, subject to a Board Resolution appointing another Person, preside at all meetings of the Board. If at any Board meeting the Chair, vice-chair and such alternate Person appointed by Board Resolution, if any, is not present within 15 minutes after the time appointed for the meeting, or requests that he or she not chair that meeting, the Directors present may choose one of their number to preside as chair at that meeting.
- 6.7 Alternate Chair
If the Person presiding as chair of a meeting of the Board wishes to step down as chair for all or part of that meeting, he or she may designate an alternate to chair such meeting or portion thereof, and upon such designated alternate receiving the consent of a majority of the Directors present at such meeting, he or she may preside as chair.
- 6.8 Passing Resolutions
Any issue at a meeting of the Board which is not required by these Bylaws or the Act to be decided by a resolution requiring more than a simple majority will be decided by Board Resolution.
- 6.9 Electronic Participation
One or more Directors may, in accordance with the Act and the Regulations, if any, and if all of the Directors consent, participate in a meeting of Directors or of a committee of Directors by Electronic Means. A Director so participating in a meeting is deemed to be present at that meeting.
- 6.10 Procedure for Voting
Voting where all participating Directors are present in person will be by show of hands or voice vote recorded by the secretary of the meeting except that, at the request of any one Director, a secret vote by written ballot will be required.
Where one or more Directors is participating by Electronic Means, voting will be by poll, with each Director indicating his or her vote when polled.
- 6.11 Resolution in Writing
A Board Resolution in writing, signed by all the Directors entitled to vote on that resolution at a meeting of Directors or of a committee of Directors, is as valid and effectual as if it had been passed at a meeting of the Board duly called and constituted. Such Board Resolution may be in two or more counterparts which together will be deemed to constitute one resolution in writing. Such resolution will be filed with the minutes of the proceedings of the Board and will be deemed to be passed on the date stated therein or, in the absence of such a date being stated, on the latest date stated on any counterpart.
- part 7. COMMITTEES
- 7.1 Standing and Special Committees
The Board may, from time to time, create such standing and special committees as it deems necessary, provided that such committee will include at least one Director. Any such committee will limit its activities to the purpose or purposes for which it is appointed and will have no powers except those specifically conferred by a Board Resolution. Unless specifically designated as a standing committee, any special committee so created must be created for a specified time period only. Upon completion of the earlier of the specified time period or the task for which it was appointed, a special committee will automatically be dissolved.
- 7.2 Delegation to Committees
The Board may, in accordance with the Act, delegate its powers to committees.
- 7.3 Terms of Reference and Rules
In the event the Board decides to create a committee, it must establish Terms of Reference for such committee. A committee, in the exercise of the powers delegated to it, will conform to any rules that may from time to time be imposed by the Board in the Terms of Reference or otherwise, and will report every act or thing done in exercise of those powers at the next meeting of the Board held after it has been done, or at such other time or times as the Board may determine.
- 7.4 Meetings
The members of a committee may meet and adjourn as they think proper and meetings of the committees will be governed mutatis mutandis by the rules set out in these Bylaws governing proceedings of the Board.
- 7.5 Dissolution of Committee
The Board may dissolve any committee by Board Resolution.
- part 8. DUTIES OF OFFICERS
- 8.1 Officers
The officers of the Corporation are the Chair, vice-chair, secretary and treasurer, together with such other offices, if any, as the Board, in its discretion, may create.
The Board may, by Board Resolution, create and remove such other offices of the Corporation as it deems necessary and determine the duties, responsibilities and term, if any, of all officers.
- 8.2 Election of Officers
At each meeting of the Board immediately following an annual general meeting, the Board will elect the officers. All officers must be Directors. Officers will hold office until the first meeting of the Board held after the next following annual general meeting.
- 8.3 Removal of Officers
A Person may be removed as an officer by Board Resolution.
- 8.4 Replacement
Should the Chair or any other officer for any reason not be able to complete his or her term, the Board will remove such officer from his or her office and will elect a replacement without delay.
- 8.5 Duties of Chair
The Chair will supervise the other officers in the execution of their duties and will preside at all meetings of the Corporation and of the Board.
- 8.6 Duties of Vice-Chair
The vice-chair will assist the Chair in the performance of his or her duties and will, in the absence of the Chair, perform those duties. The vice-chair will also perform such additional duties as may be assigned by the Board or determined by Board Resolution.
- 8.7 Duties of Secretary
The secretary will be responsible for making the necessary arrangements for:
- (a) the issuance of notices of meetings of the Corporation and the Board;
- (b) the keeping of minutes of all meetings of the Corporation and the Board;
- (c) the custody of all records and documents of the Corporation, except those required to be kept by the treasurer;
- (d) the maintenance of the register of Members; and
- (e) the conduct of the correspondence of the Corporation.
- 8.8 Duties of Treasurer
The treasurer will be responsible for making the necessary arrangements for:
- (a) the keeping of such financial records, reports and returns, including books of account, as are necessary to comply with the Act and the Income Tax Act; and
- (b) the rendering of financial statements to the Directors, Members and others, when required.
- 8.9 Absence of Secretary at Meeting
If the secretary is absent from any meeting of the Corporation or the Board, the Directors present will appoint another person to act as secretary at that meeting.
- 8.10 Combination of Offices
Two or more offices may be held by one Director.
- part 9. EXECUTION OF INSTRUMENTS
- 9.1 No Seal
The Corporation will not have a seal.
- 9.2 Execution of Instruments
Contracts, documents or instruments in writing requiring the signature of the Corporation may be signed as follows:
- (a) By the Chair or vice-chair, together one other Director; or
- (b) in the absence of the Chair and vice-chair, by any two (2) Directors;
and all contracts, documents and instruments in writing so signed will be binding upon the Corporation without any further authorization or formality. The Board will have power from time to time by Board Resolution to appoint any officer or officers, or any Person or Persons, on behalf of the Corporation either to sign contracts, documents and instruments in writing generally or to sign specific contracts, documents or instruments in writing.
- part 10. BORROWING
- 10.1 Powers of Directors
In order to carry out the purposes of the Corporation, the Board may, on behalf of and in the name of the Corporation:
- (a) borrow money on the credit of the Corporation;
- (b) issue, reissue, sell, pledge or hypothecate debt obligations of the Corporation;
- (c) give a guarantee on behalf of the Corporation to secure performance of an obligation of any person; and
- (d) mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the Corporation, owned or subsequently acquired, to secure any obligation of the Corporation.
- 10.2 Restrictions on Borrowing Powers
The Members may by Special Resolution restrict the borrowing powers of the Board.
- part 11. AUDITOR
- 11.1 Appointment of Public Accountant
The Members will, by Ordinary Resolution at each annual general meeting:
- (a) appoint a Public Accountant to hold office until the close of the next annual general meeting, or dispense with such appointment in accordance with the Act; and
- (b) direct the Public Accountant, if any is appointed, as to the level of review to be conducted by the Public Accountant with respect to the Corporation’s annual financial statements.
- 11.2 Failure to Appoint
If no appointment is made at an annual general meeting, the incumbent Public Accountant is deemed to continue in office until a successor is appointed by Ordinary Resolution.
- 11.3 Notice of Appointment and Removal
A Public Accountant will be promptly informed in writing of his, her or its appointment or removal.
- 11.4 Removal and Replacement of Public Accountant
The Members may, by Ordinary Resolution at a special general meeting, remove a Public Accountant from office, except where such Public Accountant is appointed by the court in accordance with the Act.
A vacancy created by the removal of the Corporation’s Public Accountant may be filled by Ordinary Resolution at the special general meeting at which the prior Public Accountant was removed, provided that, if not so filled at that meeting, the vacancy will be filled by Board Resolution following the meeting.
- 11.5 Ceasing to Hold Office
A Public Accountant will cease to hold office:
- (a) upon the date which is the later of the date of delivering his, her or its resignation in writing to the Registered Office and the effective date of the resignation stated thereon;
- (b) upon his or her death or, in the case of an Organization, dissolution;
- (c) upon his, her or its removal in accordance with section 11.4; or
- (d) upon the date a replacement Public Accountant is appointed in accordance with the Act and these Bylaws.
- 11.6 Filling Vacancy
Where a vacancy in the office of Public Accountant occurs for a reason other than removal in accordance with section 11.4, a replacement Public Accountant will be appointed without delay by Board Resolution to fill the vacancy, and such replacement Public Accountant will hold office until the close of the next annual general meeting.
- 11.7 Replacement to Request Statement from Incumbent
The Corporation will not appoint a Public Accountant to replace a prior Public Accountant who has resigned, been removed or whose term has expired or is about to expire, and no Public Accountant will accept or consent to an appointment in such circumstances, until the proposed Public Accountant has requested from the previous Public Accountant a written statement of the circumstances and reasons, in the previous Public Accountant’s opinion, for his, her or its replacement.
Subject to the Act, if a written statement is not received from the previous Public Accountant within 15 days of the request by the proposed Public Accountant, the Corporation may appoint the proposed Public Accountant and the proposed Public Accountant may accept the appointment as Public Accountant to the Corporation.
- 11.8 Attendance at Meetings of Members
The Public Accountant for the Corporation is entitled to attend any Meeting of Members at the expense of the Corporation and to speak on matters related to his, her or its duties as Public Accountant.
If requested by a Member or Director in accordance with the Act, the Public Accountant will attend a Meeting of Members at the expense of the Corporation and answer questions relating to his, her or its duties.
- 11.9 Review of Financial Statements
The Public Accountant will conduct a review in respect of the Corporation’s annual financial statements as directed by the Members at the annual general meeting and in accordance with the Act.
- 11.10 Report to Members
After conducting the review required by section 11.9, the Public Accountant will report to the Members in the manner required by the Act.
- part 12. NOTICE
- 12.1 Method of Giving Notice
Except as otherwise provided in the Act or these Bylaws, a notice may be given to a Member, a Director or the Public Accountant by any one or more of the following methods:
- (a) by personal delivery; or
- (b) by courier or prepaid mail addressed to such Member or Director’s Registered Address; or
- (c) by telephone; or
- (d) where the Member, Director or Public Accountant, as the case may be, has provided an email address or facsimile number to the Corporation and has consented in writing to receive notices by one of these methods, by electronic mail or facsimile, as the case may be.
- 12.2 When Notice Deemed to have been Received
A notice sent by courier or prepaid mail or delivered personally will be deemed to have been received at the time it would be delivered in the ordinary course of mail.
In proving that notice has been given, it is sufficient to prove the notice was properly addressed and put in a Canadian Government post office receptacle with adequate postage affixed, provided that if, between the time of posting and the deemed giving of the notice, a mail strike or other labour dispute which might reasonably be expected to delay the delivery of such notice by the mails occurs, then such notice will only be effective when actually received.
Any notice delivered by electronic mail will be deemed to have been received on the day following the day on which it was sent to the electronic mail address that the Member has designated for the purpose of receiving notices.
- 12.3 Days to be Counted in Notice
If a number of days’ notice or a notice extending over any other period is required to be given, the day the notice is given or deemed to have been given and the day on which the event for which notice is given will not be counted in the number of days required.
- part 13. MISCELLANEOUS
- 13.1 Examination of Records
The documents and records of the Corporation, including the books of account, the minutes of Meetings of Members and meetings of the Board will be open to the examination of the Directors at reasonable times and the Corporation will provide extracts or copies to Directors free of charge.
A Member or creditor of the Corporation may, in accordance with the Act and upon reasonable notice to the Corporation, examine the following documents and records of the Corporation during the Corporation’s normal business hours:
- (a) the Articles and the Bylaws, including any amendments thereto;
- (b) the minutes of all Meetings of Members and the minutes of any committees of Members;
- (c) the resolutions of Members and any committees of Members;
- (d) the debt obligation register, if any;
- (e) the register of directors;
- (f) the register of officers; and
- (g) in the case of a Member only, the register of Members,
but no Member or creditor is entitled or has the right to examine any other document or record of the Corporation.
A Member or creditor of the Corporation may, on providing reasonable notice to the Corporation and upon payment of a reasonable fee, request copies or extracts of any of the documents or records which a Member or creditor, as the case may be, is entitled to examine and the Corporation will provide such extracts or copies, provided that the Corporation is entitled to redact such extracts or copies to the extent necessary to protect personal information and comply with applicable privacy laws.
- 13.2 Rules Governing Notice, Board Resolutions and Ordinary Resolutions
The rules governing when notice is deemed to have been given set out in these Bylaws will apply mutatis mutandis to determine when a Board Resolution will be deemed to have been submitted to all of the Directors and when an Ordinary Resolution will be deemed to have been submitted to all of the Members.
- 13.3 Right to become Member of other Corporation
The Corporation will have the right to subscribe to, become a member of, and cooperate with any other society, corporation or association whose purposes or objectives are in whole or in part similar to the Corporation’s purposes.
- part 14. INDEMNIFICATION
- 14.1 Indemnification of Directors and Officers
Subject to the provisions of the Act and these Bylaws, the Corporation will indemnify and hold harmless every present or former Director or officer of the Corporation against all costs, charges and expenses reasonably incurred in connection with any claim, action, suit or proceeding to which that Person may be made a party by reason of being or having been a Director or officer of the Corporation.
- 14.2 Advancement of Expenses
To the extent permitted by the Act, all costs, charges and expenses incurred by a Director or officer with respect to any claim, action, suit or proceeding may be advanced by the Corporation prior to the final disposition thereof, in the discretion of the Board, and upon receipt of an undertaking satisfactory in form and amount to the Board by or on behalf of the recipient to repay such amount unless it is ultimately determined that the recipient is entitled to indemnification hereunder.
- 14.3 Exception to Indemnification
The Corporation may not indemnify a present or former Director or officer if that Person
- (a) failed to act honestly and in good faith with a view to the best interests of the Corporation; and
- (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, had no reasonable grounds for believing that the conduct was lawful.
- 14.4 Approval of Court and Term of Indemnification
Notwithstanding the foregoing, the Corporation may apply to the court for approval to indemnify or advance funds to a Person referred to in 14.3.
- 14.5 Indemnification not Invalidated by Non-Compliance
The failure of a Director or officer of the Corporation to comply with the provisions of the Act, or of the Articles or these Bylaws, will not invalidate any indemnity to which he or she is entitled under the Act and this part.
- 14.6 Purchase of Insurance
The Corporation may purchase and maintain insurance for the benefit of any or all Directors, officers, and another individuals who act at the Corporation’s request as Directors or officers or in a similar capacity of other entities, against personal liability incurred by any such Person as a Director, officer, or individual who acts at the Corporation’s request as a Director, an officer or in a similar capacity of another entity.
- part 15. BYLAWS
- 15.1 Entitlement of Members to copy of Articles and Bylaws
On being admitted to membership, each Member is entitled to, and upon request the Board will provide him or her with, a copy of the Articles and Bylaws of the Corporation.
- 15.2 Amendment of Bylaws by Directors
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) of the Act because such by-law amendments or repeals are only effective when confirmed by members.
- 15.3 Changes to be Filed
The Corporation will file any amendment or addition to the Bylaws, including any repealed provision of the Bylaws, with the Director of Corporations Canada within 12 months of the date the Special Resolution authorizing the alteration was passed.
The Corporation will promptly file any amendment or addition to the Articles, including the repeal of any provision of the Articles, with the Director of Corporations Canada in the prescribed form.
These Bylaws adopted by the Corporation ____________________, 2014.
These bylaws replace the original letters patent, reproduced for historical reference below.
Letters patent incorporating
THE CANADIAN GEOLOGICAL FOUNDATION
DATED 19th April, 1968
RECORDED 15th May, 1968
Film 220 Document 137
Deputy Registrar General of Canada
to all to whom these presents shall come, or whom the same may in anywise concern:
Whereas in and by Part II of the Canada Corporations Act, it is, amongst other things, in effect enacted that the Minister of Consumer and Corporate Affairs may by letters patent under his seal of office grant a charter to any number of persons not being fewer than three (3) who, having complied with the requirements of the said Act, apply therefor, constituting such persons and others who thereafter become members of the corporation thereby created a body corporate and politic without share capital for the purpose of carrying on, without pecuniary gain to its members, objects, to which the legislative authority of the Parliament of Canada extends, of a national, patriotic, religious, philanthropic, charitable, scientific, artistic, social, professional or sporting character, or the like, upon the applicants therefor establishing to the satisfaction of the Minister of Consumer and Corporate Affairs due compliance with the several conditions and terms in and by the said Act set forth and thereby made conditions precedent to the granting of such charter;
AND WHEREAS ERIC LLOYD EVANS, JAMES MERRITT HARRISON and JAMES EDGAR THOMSON have made application for a charter under the said Act, constituting them and such others as may become members in the corporation thereby created a body corporate and politic under the name of THE CANADIAN GEOLOGICAL FOUNDATION for the objects hereinafter mentioned, and have satisfactorily established the sufficiency of all proceedings required by the said Act to be taken, and the truth and sufficiency of all facts required to be established previous to the granting of such letters patent;
NOW KNOW YE that the Minister of Consumer and Corporate Affairs, under the authority of the said Act, does, by these letters patent, constitute the said ERIC LLOYD EVANS, JAMES MERRITT HARRISON and JAMES EDGAR THOMSON and all others who may become members in the Corporation a body corporate and politic without share capital under the name of THE CANADIAN GEOLOGICAL FOUNDATION with all the rights and powers conferred by the said Act, and for the following objects, namely:
(a) to receive and maintain a fund or funds and to apply from time to time all or any part thereof and the income therefrom for charitable and educational purposes in Canada relating to the science of geology and, without limiting the generality of the foregoing and for the said purposes, for providing assistance in the education of students and for promoting, undertaking, carrying out, encouraging and assisting recognized charitable organizations in promoting, undertaking and carrying out all phases of study, research and dissemination of knowledge relating to the science of geology;
(b) to do all such things as are incidental or conducive to the attainment of the above objects and, in particular:
(i) to use, apply, give, devote, accumulate or distribute from time to time all or any part of the funds of the Corporation and/or the income therefrom in furtherance of the above objects by such means as may from time to time seem expedient to its directors;
(ii) to provide assistance to students and researchers for objects set forth in paragraph (a) above by scholarships or otherwise and to effect the publication and dissemination of results of any study or research, all on such terms as in the opinion of the directors of the Corporation will promote the objects of the Corporation;
(iii) to use, apply, give, devote, accumulate or distribute from time to time all or any part of the fund or funds of the Corporation and/or the income therefrom in furtherance of the above objects to or for any charitable and/or educational organization or organizations which in the judgment of the directors of the Corporation will promote the objects of the Corporation;
(iv) to acquire, accept, solicit or receive, by purchase, lease, contract, donation, legacy, gift, grant, bequest or otherwise, any kind of real or personal property, absolutely or in trust, and to enter into and carry out agreements, contracts and undertakings incidental thereto;
(v) to hold, manage, sell or convert any of the real or personal property from time to time owned by the Corporation and to invest and reinvest any principal in such form of investments as the directors may approve;
(vi) to exercise voting rights on shares.
The operations of the Corporation may be carried on throughout Canada and elsewhere.
The head office of the Corporation will be situate in the Municipality of Metropolitan Toronto, in the Province of Ontario.
The said ERIC LLOYD EVANS, JAMES MERRITT HARRISON and JAMES EDGAR THOMSON are to be the first directors of the Corporation.
And it is hereby ordained and declared that upon the dissolution of the Corporation and after the payment of all debts and liabilities any property of the Corporation remaining shall be applied in the discretion of the directors to accomplish the above objects by distributing such property for the furtherance of the work of institutions or organizations with objects similar to the above objects.
And it is further ordained and declared that no director of the Corporation as such shall be entitled to receive any remuneration from the Corporation.
And, in accordance with the provisions of section 63 of the said Act, it is further ordained and declared that, when authorized by by-law, duly passed by the directors and sanctioned by at least two-thirds (2/3) of the votes cast at a special general meeting of the members duly called for considering the by-law the directors of the Corporation may from time to time
(a) borrow money upon the credit of the Corporation;
(b) limit or increase the amount to be borrowed;
(c) issue debentures or other securities of the Corporation;
(d) pledge or sell such debentures or other securities for such sums and at such prices as may be deemed expedient; and
(e) secure any such 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.
Any such by-law may provide for the delegation of such powers by the directors to such officers or directors of the Corporation to such extent and in such manner as may be set out in such by-law.
Nothing in this section limits or restricts the borrowing of money by the Corporation on bills of exchange or promissory notes made, drawn, accepted or endorsed by or on behalf of the Corporation.
And it is further ordained and declared that the business of the Corporation shall be carried on without pecuniary gain to its members and that any profits or other accretions to the Corporation shall be used in promoting its objects.
GIVEN under the seal of office of the Minister of Consumer and Corporate Affairs at Ottawa this nineteenth day of April, one thousand nine hundred and sixty-eight.
for the Minister of Consumer
and Corporate Affairs