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(We recognize that the ASL version of the Bylaws may not provide the full details as the written (English) version – please refer to the written (English) Bylaws for full details.)
AMENDED AND RESTATED
GENERAL BY-LAW 2019
A By-law relating generally to the conduct of the activities and affairs of
CANADIAN HEARING SERVICES
SOCIÉTÉ CANADIENNE DE L’OUÏE
BE IT ENACTED as a by-law of the Corporation as follows:
TABLE OF CONTENTS
Section 1 – General
Section 2 – Membership
Section 3 – Meetings of Members
Section 4 – Directors
Section 5 – Meetings of Directors
Section 6– Officers
Section 7 – Committees
Section 8 – Notices
Section 9 – Electronic Meetings
Section 10 – Indemnities to Directors and Others
Section 11 – Dispute Resolution
Section 12 – By-Laws and Amendments
Section 13 – Repeal
Section 14 – Effective Date
SECTION 1 – GENERAL
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 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 articles of continuance, restated articles of incorporation or articles of amendment, amalgamation, 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-laws 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;
- "ordinary resolution" includes a resolution of the members passed by a majority of the votes cast on that resolution;
- “recorded address" means:
- in the case of a member, his or her address as recorded in the register of members of the Corporation;
- in the case of an officer, auditor or member of a committee of the board, his or her latest address as recorded in the records of the Corporation; and
- in the case of a Director, his or her latest address as recorded in the most recent notice filed under the Act.
- "Regulations" means the regulations made under the Act, as amended, restated or in effect from time to time; and
- "special resolution" includes a resolution of the members passed by a majority of not less than two-thirds (2/3rds) of the votes cast on that resolution.
In the interpretation of this by-law, 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 in Section 1.01, words and expressions defined in the Act have the same meanings when used in these by-laws.
1.03 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.
1.04 Execution of Documents
Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring execution by the Corporation must be signed by any two (2) of its officers or directors. Also, the board may from time to time direct the manner in which and the person by whom a particular document or type of document shall be executed.
Any person authorized to sign any document may affix the corporate seal (if any) to the document. Any signing officer may certify a copy of any instrument, resolution, by-law or other document of the Corporation to be a true copy thereof.
1.05 Financial Year End
Unless otherwise determined by the board, the financial year of the Corporation shall end on March 31 each year.
1.06 Banking Arrangements
The banking business of the Corporation shall be transacted at such bank, trust company or other firm or corporation carrying on a banking business in Canada or elsewhere as the board may designate, appoint or authorize from time to time by resolution. The banking business or any part of it shall be transacted by an officer or officers of the Corporation or other persons as the board may by resolution from time to time designate, direct or authorize.
1.07 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.
1.08 Borrowing Powers
The directors of the Corporation may, without authorization of the members,
- borrow money on the credit of the Corporation;
- issue, reissue, sell, pledge or hypothecate debt obligations of the Corporation;
- give a guarantee on behalf of the Corporation to secure performance of an obligation of any person; and
- mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the Corporation, owned or subsequently acquired, to secure any debt obligation of the Corporation.
1.09 Board Policies
The board may adopt, amend, or repeal board policies relating to the management and operation of the Corporation as the board may deem appropriate from time to time that are not inconsistent with the Act, articles or by-laws of the Corporation. Any board policy adopted by the board does not create any legally binding obligations on the board, any committee, any director, any member or the Corporation.
SECTION 2 – MEMBERSHIP
2.01 Membership Conditions
The only members of the Corporation shall be the directors from time to time. A director automatically becomes a member of the Corporation upon his or her appointment or election as a director without further act, deed or approval.
2.02 Termination of Membership
A membership in the Corporation is terminated when:
- the member dies or resigns;
- the member ceases to be a director; or
- the Corporation is liquidated and dissolved under the Act.
Subject to the articles, upon any termination of membership, the rights of the member automatically cease to exist.
SECTION 3 – MEETINGS OF MEMBERS
3.01 Place of Members’ Meeting
All meetings of the members may be held at any place within Canada as the board may determine or, in the absence of such a determination, at the place stated in the notice of meeting.
3.02 Notice of Members’ Meeting
Notice of the time and place of a meeting of members shall be given to each member entitled to vote at the meeting by telephonic, electronic or other communication facility to each member entitled to vote at the meeting, during a period of not less than twenty-one (21) or more than thirty-five (35) days before the day on which the meeting is to be held. If a member requests that the notice be given by non-electronic means, the notice will be sent by mail, courier or personal delivery
3.03 Persons Entitled to be Present
The only persons entitled to be present at a meeting of members shall be those entitled to vote at the meeting, the directors and the auditor 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.
3.04 Chair of the Meeting
If 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.
A quorum at any meeting of the members shall be a majority of the members entitled to vote at the meeting, present in person or represented by proxy. 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.
3.06 Votes to Govern
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. The chair of the meeting shall not have a second or casting vote in addition to an original vote as a member.
3.07 Proxy Voting
A member entitled to vote at a meeting of members may vote by proxy by appointing in writing a proxyholder, and one or more alternative 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:
- 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.
- A member may revoke a proxy by depositing an instrument or act in writing or, in Québec, signed by the member or by his or her agent or mandatary:
at the registered office of the Corporation no later than the last business day before 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
with the chair of the meeting on the day of the meeting or the day of the continuation of that meeting after an adjournment of that meeting.
- A proxyholder or alternative proxyholder has the same rights as the member by whom the proxyholder was appointed, including the right to speak at a special 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 the proxyholder or an alternative proxyholder has conflicting instructions from more than one member, to vote at the meeting by way of a show of hands.
- If a form of proxy is created by a person other than the member, the form of proxy will:
- indicate in boldface type, (A) the meeting at which it is to be used; (B) that the member may appoint a proxyholder, other than a person designated in the form of proxy, to attend and act on the member’s behalf at the meeting; and (C) instructions on the manner in which the member may appoint the proxyholder;
- contain a designated blank space for the date of the signature;
- provide a means for the member to designate some other person as proxyholder, if the form of proxy designates a person as proxyholder;
- provide a means for the member to specify that the membership registered in his or her 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 an auditor and the election of directors;
- provide a means for the member to specify that the membership registered in his or her name is to be voted or withheld from voting in respect of the appointment of an auditor or the election of directors; and
- 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 Sections 3.07(d)iv or v with respect to any matter to be acted on, the membership is to be voted accordingly.
- 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 Section 3.07(d)iv only if the form of proxy states, in boldface type, how the proxyholder is to vote the membership in respect of each matter or group of related matters.
- If a form of proxy is sent in electronic form, the requirements that certain information is to be set out in boldface type are satisfied if that information is set out in some other manner so as to draw the addressee’s attention to the information.
- 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.
SECTION 4 – DIRECTORS
4.01 Directors’ Powers
Subject to the Act, articles and by-laws, the board shall manage or supervise the management of the activities and affairs of the Corporation.
4.02 Number of Directors
The board shall be comprised of the fixed number of directors as determined from time to time by ordinary resolution or, if an ordinary resolution empowers the directors to determine the number, by resolution of the board.
4.03 Election and Term
The directors shall be elected to hold office for a term expiring not later than the close of the next annual meeting following the election. Each director shall hold office until a successor is duly elected and qualified or until the earlier of the director’s death, resignation, disqualification or removal.
Directors may serve for a maximum of six (6) consecutive years except where the members, by ordinary resolution, permit one or more directors to serve as such for one or more one (1)-year extensions beyond six (6) consecutive years. After six (6) consecutive years (together with any permitted extensions), a minimum absence from the board of one (1)-year is required before an individual may serve as a director of the Corporation again.
4.04 Composition and Nominations
At all times, the Corporation shall aim to have a board of directors, at least fifty percent (50%) of whom shall:
- be Deaf and/or hard of hearing; or
- be a parent or legal guardian of a Deaf or hard of hearing child (including an adopted child) or a child of a Deaf or hard of hearing parent or have a spouse or common-law partner wo is Deaf or hard of hearing.
Any slate of directors elected by the members shall to the extent reasonably practicable comply with this composition target in addition to any other criteria established by the board. However, all acts of the board of directors are valid notwithstanding a failure to comply with this composition target.
4.05 Removal of Directors
Subject to the Act, the members may by ordinary resolution passed at a special meeting of members remove any director from office (with or without cause), and the vacancy created by such removal may be filled at the same meeting by the members, failing which it may be filled by the board.
4.06 Vacancy in Office of Director
The office of a director shall be automatically vacated if:
- the director dies;
- the director delivers a written notice of resignation to the Corporation;
- the director ceases to be a member or otherwise ceases to be qualified for election as a director; or
- the director is removed from office by the members.
4.07 Filling Vacancy in Office of Director
Subject to the Act, a quorum of the board may fill a vacancy in the board, except for a vacancy resulting from:
- an increase in the number or minimum number of directors; or
- a failure of the members to elect the number or minimum number of directors provided for in the articles.
SECTION 5 – MEETINGS OF DIRECTORS
5.01 Calling of Meetings
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.
5.02 Notice of Meeting
Notice of the time and place for the holding of a meeting of the board shall be given in the manner provided in Section 8.01 (Method of Giving Notices) of this by-law to every director of the Corporation not less than forty-eight (48) hours before the time when the meeting is to be held, if delivered or sent other than by mail. Notice by mail shall be sent at least five (5) calendar days prior to the meeting.
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. No notice of meeting need specify the purpose or the business to be transacted at the meeting except if the purpose of the meeting or the business to be transacted includes:
- submitting to the members any question or matter requiring the approval of the members;
- filling a vacancy among the directors or appointing additional directors;
- filling a vacancy in the office of auditor;
- issuing debt obligations except as authorized by the board;
- approving any annual financial statements;
- adopting, amending or repealing by-laws; or
- establishing contributions to be made, or dues to be paid, by members.
5.03 Regular Meetings
The board may appoint a day or days in any month or months for regular meetings of the board at a place and hour to be named. A copy of any resolution of the board fixing the place and time of such regular meetings of the board shall be sent to each director forthwith after being passed, but no other notice shall be required for any such regular meeting except that a notice of meeting shall specify any matter referred to in Section 5.02(a) through (g) that is to be dealt with at the meeting.
A majority of directors in office, from time to time, shall constitute a quorum for meetings of the board.
5.05 Votes to Govern
At any meeting of directors every question shall, unless otherwise provided by the articles or by-laws or by the Act, be determined by a majority of the votes cast on the question. The chair of the meeting shall not have a second or casting vote in addition to an original vote as a director.
SECTION 6 – 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. A director may be appointed to any office of the Corporation. An officer may, but need not be, a director unless these by-laws otherwise provide. Two (2) or more offices may be held by the same person.
6.02 Description of Offices
Unless otherwise specified by the board (which may, subject to the Act modify, restrict or supplement such duties and powers), the offices of the Corporation, if designated and if officers are appointed, shall have the following duties and powers associated with their positions:
- Chair of the Board – The chair of the board, if one is to be appointed, shall be a director. The chair of the board, if any, shall, when present, preside at all meetings of the board and of the members. The chair shall have such other duties and powers as the board may specify.
- Vice-Chair of the Board – The vice-chair of the board, if one is 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 of the board, if any, shall, when present, preside at all meetings of the board and of the members. The vice-chair shall have such other duties and powers as the board may specify.
- President/Chief Executive Officer (CEO) – If appointed, the president/CEO shall be responsible for implementing the strategic plans and policies of the Corporation. The president/CEO shall, subject to the authority of the board, have general supervision of the affairs of the Corporation.
- Secretary – If appointed, the secretary shall attend and be the secretary of all meetings of the board, members and committees of the board. The secretary shall enter or cause to be entered in the Corporation's minute book, minutes of all proceedings at such meetings; the secretary shall give, or cause to be given, as and when instructed, notices to members, directors, the auditor and members of committees; the secretary, or such other officer or employee as designated by the secretary, shall be the custodian of all books, papers, records, documents and other instruments belonging to the Corporation.
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 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. If any of the officers above are not appointed, to the extent that such officers have any responsibilities pursuant to any other provisions of this by-law, the board may assign those responsibilities to another officer or employee of the Corporation.
6.03 Vacancy in Office
In the absence of a written agreement to the contrary, the board may remove, whether for cause or without cause, any officer of the Corporation. Unless so removed, an officer shall hold office until the earlier of:
- the officer's successor being appointed;
- the officer's resignation;
- such officer ceasing to be a director (if a necessary qualification of appointment); or
- such officer's death.
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 7 – COMMITTEES
7.01 Committees and Advisory Bodies
The board may from time to time establish 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, or terminate any committee or other advisory body, as it deems necessary or appropriate. The size, composition, structure and election process for members of any such committee shall be established by the board. Any such committee shall operate within the rules and directions as the board may from time to time make. Any committee member may be removed by resolution of the board.
SECTION 8 – NOTICES
8.01 Method of Giving Notices
Any notice (which term includes any communication or document) 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 auditor shall be sufficiently given if:
- delivered personally to the person to whom it is to be given or if delivered to such person’s address as shown in the records of the Corporation or, in the case of notice to a director, if delivered to the director’s latest address as shown in the records of the Corporation or his or her recorded address;
- mailed by prepaid ordinary or air mail to such person at such person's recorded address;
- sent to such person by telephonic, electronic or other communication facility at such person's recorded address for that purpose; or
- provided in the form of an electronic document in accordance with Part 17 (Documents in Electronic or Other Form) 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, member of a committee of the board or auditor 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.
8.02 Omissions and Errors
The accidental omission to give any notice to any member, director, officer, member of a committee of the board or auditor, or the non-receipt of any notice by any such person where the Corporation has provided notice in accordance with the by-law 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 – ELECTRONIC MEETINGS
9.01 Participation by Electronic Means
If the Corporation chooses to make available a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during a meeting of members or directors, 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 pursuant to this Section 9.01 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.
9.02 Meeting Held Entirely by Electronic Means
If the directors call a meeting pursuant to the Act, those directors may determine that the meeting of members or directors 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 10 – INDEMNITIES TO DIRECTORS AND OTHERS
Subject to the Act, the Corporation shall indemnify a director or officer, a former director or officer, or an individual who acts or acted at the Corporation’s request as a director or an officer or in a similar capacity of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other proceeding in which the individual is involved because of that association with the Corporation or other entity, if such individual: (a) was not judged by the court or other competent authority to have committed any fault or to have omitted to do anything that the individual ought to have done; (b) acted honestly and in good faith with a view to the best interests of the Corporation or, as the case may be, to the best interests of the other entity for which the individual acted as director or officer or in a similar capacity at the Corporation’s request; and (c) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, had reasonable grounds for believing that such conduct was lawful. The Corporation shall also indemnify such individual in such other circumstances as the Act or law permits or requires to the maximum extent permitted by law. Nothing in this by-law shall limit the right of any person entitled to indemnity to claim indemnity apart from the provisions of this by-law.
10.02 Advance of Defence Costs
The Corporation shall advance monies to a Director, officer or other individual for the costs, charges and expenses of a proceeding referred to in Section 10.01. The individual shall repay the monies if he or she does not fulfil the conditions of Section 10.03.
10.03 Impermissible Indemnification
The Corporation shall not indemnify an individual under Section 10.01(a) unless he or she (a) acted honestly and in good faith with a view to the best interests of the Corporation or, as the case may be, to the best interests of the other entity for which he or she acted as a director or officer or in a similar capacity at the Corporation’s request and (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he or she had reasonable grounds for believing that his or her conduct was lawful.
10.04 Limitation of Liability
Every director and officer of the Corporation in exercising his or her powers and discharging his or her duties shall act honestly and in good faith with a view to the best interests of the Corporation and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Subject to the foregoing, no director or officer shall be liable for the acts, omissions, failures, neglects or defaults of any other director, officer or employee, or for joining in any act for conformity, or for any loss, damage or expense suffered or incurred by the Corporation through the insufficiency or deficiency of title to any property acquired by the Corporation or for or on behalf of the Corporation, or for the insufficiency or deficiency of any security in or upon which any of the monies of the Corporation shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person with whom any of the monies, securities or effects of the Corporation shall be deposited, or for any loss occasioned by any error of judgment or oversight on his or her part, or for any other loss, damage or misfortune that shall happen in the execution of the duties of his or her office or in relation thereto. Nothing herein shall relieve any director or officer from the duty to act in accordance with the Act or from liability for any breach thereof.
Section 11 – DISPUTE RESOLUTION
11.01 Dispute Resolution Mechanism
If a dispute or controversy among members, directors, officers or committee members of the Corporation arising out of or related to the articles or by-laws, or out of any aspect of the activities or affairs of the Corporation is not resolved in private meetings between the parties, then such dispute or controversy shall be settled by a process of dispute resolution as follows to the exclusion of such persons instituting a lawsuit or legal action:
- the dispute shall be settled by arbitration before a single arbitrator, in accordance with the Arbitration Act, 1991 (Ontario) or as otherwise agreed upon by the parties to the dispute. All proceedings relating to arbitration shall be kept confidential, and there shall be no disclosure of any kind. The decision of the arbitrator shall be final and binding and shall not be subject to appeal on a question of fact, law or mixed fact and law; and
- all costs of the arbitrator shall be borne by such parties as may be determined by the arbitrator.
SECTION 12 – BY-LAWS AND AMENDMENTS
12.01 By-laws and Amendments
The board may not make, amend or repeal any by-laws that regulate the activities or affairs of the Corporation without having the by-law, amendment or repeal confirmed by the members by ordinary resolution. The by-law, amendment or repeal is only effective on the confirmation of the members and in the form in which it was confirmed.
This Section 12.01 does not apply to a by-law that requires a special resolution of the members according to subsection 197(1) (Fundamental Changes) of the Act. A special resolution is required to make any amendment to Sections 2.01 (Membership Conditions), 3.02 (Notice of Members’ Meetings), 3.07 (Proxy Voting) and 8.01(Method of Giving Notice) and this Section 12.01.
12.02 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.
SECTION 13 – REPEAL
Upon this by-law coming into force, General By-law 2016 (as amended on October 30, 2017) of the Corporation is repealed provided that such repeal shall not affect the previous operation of such by-law so repealed or affect the validity of any act done or right, privilege, obligation or liability acquired or incurred under the validity of any contract or agreement made pursuant to any such by-law prior to its repeal.
SECTION 14 – EFFECTIVE DATE
14.01 Effective Date
This General By-law 2019 shall come into force upon confirmation by the members of the Corporation by special resolution.
CERTIFIED to be General By-law 2019 as enacted by the members of Corporation by special resolution, by a majority of not less than two-thirds (2/3rds) of the votes cast by the members of the Corporation who voted in respect of the special resolution, on the 26th day of June, 2019.
DATED as of the 26th day of June, 2019.