By-laws

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

CANADIAN QUATERNARY ASSOCIATION/
ASSOCIATION CANADIENNE POUR L’ETUDE DU QUATERNAIRE

(the “Corporation“)

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

A. DEFINITIONS

1. Definition

In this by-law and all other by-laws of the Corporation, unless the context otherwise requires:

“Act” means the Canada Not-For-Profit Corporations Act S.C. 2009, c. 23 including the Regulations made pursuant to the Act, and any statute or regulations that may be substituted, as amended from time to time;

â€œAtlantic Regionâ€ includes the provinces of New Brunswick, Newfoundland, Nova Scotia and Prince Edward Island;

“articles” means the original or restated articles of incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement or revival of the Corporation;

“board” means the board of directors of the Corporation and “director” means a member of the board;

“by-law” means this by-law and any other by-law of the Corporation as amended and which are, from time to time, in force and effect;

â€œCentral Regionâ€ means the province of Ontario, and may include Ottawa-Gatineau;

â€œEastern Regionâ€ means the province of Quebec, and may include Ottawa-Gatineau;

â€œGreat Plains-Arctic Regionâ€ means the Northwest Territories, Nunavut, and the provinces of Alberta, Manitoba and Saskatchewan;

“meeting of members” includes an annual meeting of members or a special meeting of members; “special meeting of members” includes a meeting of any class or classes of members and a special meeting of all members entitled to vote at an annual meeting of members;

“ordinary resolution” means a resolution passed by a majority of not less than 50% plus 1 of the votes case on that resolution;

â€œPacific Regionâ€ means the province of British Columbia and the Yukon Territory;

“proposal” means a proposal submitted by a member of the Corporation that meets the requirements of section 163 (Member Proposals) of the Act;

â€œRegionâ€ means any one of the Atlantic Region, Eastern Region, Central Region, Great Plains-Arctic Region and Pacific Region;

“Regulations” means the regulations made under the Act, as amended, restated or in effect from time to time;

â€œResidentâ€ means a person residing within a Region (defined by location of income tax filing for the previous calendar year), as further described in section 29; and

“special resolution” means a resolution passed by a majority of not less than two-thirds (2/3) of the votes cast on that resolution.

2. Interpretation

In the interpretation of this by-law, words in the singular include the plural and vice-versa, words in one gender include all genders, and “person” includes an individual, body corporate, partnership, trust and unincorporated organization.

Other than as specified above, words and expressions defined in the Act have the same meanings when used in these by-laws.

B. GENERAL

3. Corporate Seal

The Corporation may have a corporate seal in the form approved from time to time by the board. If a corporate seal is approved by the board, the secretary of the Corporation shall be the custodian of the corporate seal.

4. Head Office

Unless changed in accordance with the Act, the head office of the Corporation shall be in the City of Toronto, in the Province of Ontario, at such address as shall be determined from time to time by ordinary resolution of the board.

5. Execution of Documents

Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring execution by the Corporation may be signed by any two of its officers or directors. In addition, the board may from time to time direct the manner in which and the person or persons by whom a particular document or type of document shall be executed. Any person authorized to sign any document may affix the corporate seal (if any) to the document. Any signing officer may certify a copy of any instrument, resolution, by-law or other document of the Corporation to be a true copy thereof.

6. Financial Year

The financial year-end of the Corporation shall be April 30 in each year.

7. Banking Arrangements

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

8. Borrowing Powers

The directors of the Corporation may, by ordinary resolution, without authorization of the members,

i. borrow money on the credit of the Corporation;
ii. issue, reissue, sell, pledge or hypothecate debt obligations of the Corporation;
iii. give a guarantee on behalf of the Corporation to secure performance and an obligation of any person; and
iv. 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.

9. Annual Financial Statements

The Corporation may, instead of sending copies of the annual financial statements and other documents referred to in subsection 172(1) (Annual Financial Statements) of the Act to the members, publish a notice to its members stating that the annual financial statements and documents provided in subsection 172(1) are available at the registered office of the Corporation and any member may, on request, obtain a copy free of charge at the registered office or by prepaid mail.

C. MEMBERSHIP

10. Membership Conditions

Subject to the articles, there shall be two classes of members in the Corporation, namely, Class A members and Class B members. The board of directors of the Corporation may, by resolution, approve the admission of the members of the Corporation. Members may also be admitted in such other manner as may be prescribed by the board by resolution. The following conditions of membership shall apply:

11. Class A Members

i. Class A voting membership shall be available only to individuals who have paid the prescribed annual membership dues, and such fee has been accepted by the Corporation.
ii. The term of membership of a Class A voting member shall be annual (coinciding with the Corporationâ€™s financial year end), and subject to renewal in accordance with the policies of the Corporation.
iii. As set out in the articles, each Class A voting member is entitled to receive notice of, attend and vote at all meetings of members and each such Class A voting member shall be entitled to one vote at such meetings.

12. Class B Members

i. Class B non-voting membership shall be available only to individuals who have been elected as honorary members of the Corporation and who have accepted such election as a Class B non-voting member of the Corporation.
ii. The term of membership of a Class B non-voting member shall be perpetual.
iii. Subject to the Act and the articles, a Class B non-voting member shall be entitled to receive notice of and attend at meetings of the members of the Corporation, but are not entitled to vote.

Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendments to this section of the by-laws if those amendments affect membership rights and/or conditions described in paragraphs 197(1)(e), (h), (l) or (m).

13. Membership Transferability

The interest of a member in the Corporation is not transferable. Pursuant to Section 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to add, change or delete this section of the by-laws.

14. Membership Dues

The board shall, from time to time, determine the membership dues to be payable by each Class A member, which dues are non-refundable.

15. Termination of Membership

A membership in the Corporation is terminated when the:
a. member dies or resigns;
b. member is expelled or their membership is otherwise terminated in accordance with the articles or by-laws;
c. memberâ€™s dues are more than one year in arrears;
d. member’s term of membership expires; or
e. Corporation is liquidated and dissolved under the Act.

16. Effect of Termination of Membership

Subject to the articles, upon any termination of membership, the rights of the member, including any rights in the property of the Corporation, automatically cease to exist.

17. Discipline of Members

The board shall have authority to suspend or expel any member from the Corporation for any one or more of the following grounds:
a. violating any provision of the articles, by-laws, or written policies of the Corporation;
b. carrying out any conduct which may be detrimental to the Corporation as determined by the board in its sole discretion;
c. for any other reason that the board in its sole and absolute discretion considers to be reasonable, having regard to the purpose of the Corporation.

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

D. MEETINGS OF MEMBERS

18. Notice of Members Meeting

Notice of the time and place of a meeting of members shall be given to each member entitled to vote at the meeting by telephonic, electronic or other communication facility to each member entitled to vote at the meeting, during a period of 21 to 35 days before the day on which the meeting is to be held. If a member requests that the notice be given by non-electronic means, the notice will be sent by mail, courier or personal delivery.

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

19. Members Calling a Members’ Meeting

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

20. Absentee Voting at Members’ Meetings

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

a. 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;
b. a member may revoke a proxy by depositing an instrument or act in writing executed or, in Quebec, signed by the member or by their agent or mandatary

i. at the registered office of the corporation no later than the last business day preceding the day of the meeting, or the day of the continuation of that meeting after an adjournment of that meeting, at which the proxy is to be used, or
ii. with the chairperson of the meeting on the day of the meeting or the day of the continuation of that meeting after an adjournment of that meeting;

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

i. indicate, in bold-face 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 their behalf at the meeting, and
C. instructions on the manner in which the member may appoint the proxyholder,

ii. contain a designated blank space for the date of the signature,
iii. provide a means for the member to designate some other person as proxyholder, if the form of proxy designates a person as proxyholder,
iv. provide a means for the member to specify that the membership registered in their name is to be voted for or against each matter, or group of related matters, identified in the notice of meeting, other than the appointment of a public accountant and the election of directors,
v. provide a means for the member to specify that the membership registered in their name is to be voted or withheld from voting in respect of the appointment of a public accountant or the election of directors, and
vi. state that the membership represented by the proxy is to be voted or withheld from voting, in accordance with the instructions of the member, on any ballot that may be called for and that, if the member specifies a choice under subparagraph (iv) or (v) with respect to any matter to be acted on, the membership is to be voted accordingly;

e. a form of proxy may include a statement that, when the proxy is signed, the member confers authority with respect to matters for which a choice is not provided in accordance with subparagraph (d)(iv) only if the form of proxy states, in bold-face type, how the proxyholder is to vote the membership in respect of each matter or group of related matters;
f. if a form of proxy is sent in electronic form, the requirements that certain information be set out in bold-face type are satisfied if the information in question is set out in some other manner so as to draw the addressee’s attention to the information; and
g. 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 mattersÂ that may properly come before the meeting must contain a specific statement to that effect.

Pursuant to Section 197(1) of the Act, a special resolution of the members (and if Section 199 applies, a special resolution of each class of members) is required to make any amendment to the articles or by-laws of the Corporation to change this method of voting by members not in attendance at a meeting of members.

21. Proposals Nominating Directors at Annual Members’ Meetings

Subject to the Regulations under the Act, any proposal may include nominations for the election of directors if the proposal is signed by not less than 5% of members entitled to vote at the meeting at which the proposal is to be presented.

22. Cost of Publishing Proposals for Annual Members’ Meetings

The member who submitted the proposal shall pay the cost of including the proposal and any statement in the notice of meeting at which the proposal is to be presented unless otherwise provided by ordinary resolution of the members present at the meeting.

23. Place of Members’ Meeting

Subject to compliance with section 159 (Place of Members’ Meetings) of the Act, meetings of the members may be held at any place within Canada determined by the board or, if all of the members entitled to vote at such meeting so agree, outside Canada.

24. Persons Entitled to be Present at Members’ Meetings

The only persons entitled to be present at a meeting of members shall Class A Members and Class B Members, the directors and the public accountant of the Corporation and such other persons who are entitled or required under any provision of the Act, articles or by-laws of the Corporation to be present at the meeting. Any other person may be admitted only on the invitation of the chair of the meeting or by resolution of the members.

25. Chair of Members’ Meetings

In the event that the President of the board and the Vice-President 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.

26. Quorum at Members’ Meetings

The quorum for a meeting of members shall consist of 15 Class A members represented in person or by proxy.

No business shall be transacted at any meeting unless the requisite quorum is present at the time of the transaction of such business. If a quorum is not present at the time appointed for aÂ meeting of members or within such reasonable time thereafter, the persons present and entitled to vote may adjourn such meeting to a fixed time and place but may not transact any other business and the provisions of section 18 with regard to notice shall apply to such adjournment. For the purpose of determining quorum, a Class A member may be present in person, represented by proxy or, if authorized under section 28 hereof, by telephonic and/or other electronic means.

27. Votes to Govern at Members’ Meetings

At any meeting of members every question shall, unless otherwise provided by the articles or by-laws or by the Act, be determined by a majority of the votes cast on the questions. In case of an equality of votes either on a show of hands or on a ballot or on the results of electronic voting, the chair of the meeting in addition to an original vote shall have a second or casting vote. If requested by seven or more Class A members present in person, a vote shall be conducted by written, secret ballot.

28. Participation by Electronic Means at Members’ Meetings

If the Corporation chooses to make available a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during a meeting of members, any person entitled to attend such meeting may participate in the meeting by means of such telephonic, electronic or other communication facility in the manner provided by the Act. A person participating in a meeting by such means is deemed to be present at the meeting. Notwithstanding any other provision of this by-law, any person participating in a meeting of members pursuant to this section who is entitled to vote at that meeting may vote, in accordance with the Act, by means of any telephonic, electronic or other communication facility that the Corporation has made available for that purpose.

29. Members’ Meeting Held Entirely by Electronic Means

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

E. BOARD OF DIRECTORS AND DIRECTORS MEETINGS

30. Number of Directors

The board shall consist of the number of directors specified in the articles. If the articles provide for a minimum and maximum number of directors, the board shall be comprised of the fixed number of directors as determined from time to time by the members by ordinary resolution or, if the ordinary resolution empowers the directors to determine the number, by resolution of the board. In the case of a soliciting corporation the minimum number of directors may not be fewer than three (3), at least two of whom are not officers or employees of the Corporation or its affiliates.

31. Regional Composition of the Board of Directors

The board shall at all times include at least one Resident from each Region. Furthermore, the proportion of Residents from a single province or territory shall not exceed 50% of the board at any given time.

32. Qualifications

Each Director shall:

a. be an individual who is at least 18 years of age;
b. not have the status of a bankrupt;
c. not be a person who has been declared incapable by a court in Canada or in another country; and
d. have expertise in Quaternary science, or a related field.

If a person ceases to be qualified as provided in this section 32, the person thereupon ceases to be a Director and the vacancy so created may be filled in the manner prescribed by section 34.

33. Term of Office of Directors

At the first election of Directors following the approval of this by-law, one-half of the directors shall be elected for a four-year term, one-half of the directors shall be elected for a two-year term. Thereafter, except where an election is held to fill the unexpired portion of a term, newly elected directors shall be elected for four-year terms, and if otherwise qualified shall be eligible for re-election for one subsequent term of four years.

34. Vacancies

In the event that a vacancy should occur on the Board of Directors and provided that a quorum of Directors remains in office, the Board of Directors may, by special resolution, appoint any replacement. Appointment of a replacement Director shall be for the unexpired term of the Director being replaced. If no quorum of Directors exists, the remaining Directors shall call a Special Meeting to fill the vacancies on the Board.

35. Removal of Directors

The Members may by ordinary resolution remove a Director from office at a Special Meeting called for that purpose before expiration of the Directorâ€™s term of office and may elect a person to replace the removed Director for the remainder of the term of office.
Where the Members do not fill the vacancy created by the removal of a Director, the vacancy may be filled in accordance with section 34.

36. Calling of Meetings of Board of Directors

Meetings of the board may be called by the President of the board, the Vice-President of the board or any two directors at any time. If the Corporation has only one director, that director may call and constitute a meeting.

37. Notice of Meeting of Board of Directors

Not less than seven days written notice by electronic mail shall be given to each Director of all meetings other than when notice is sent by mail, where notice must be sent at least 14 days prior to the meeting, except in the case of an emergency. In the event of an emergency, as determined by the President of the board, notice may be given 24 hours in advance and such notice may be delivered by telephone or other electronic means. Notwithstanding the foregoing, a meeting may be properly called if all Directors are either present in person or waive notice in writing. A meeting of the board may be held without notice immediately following the Annual Meeting. Unless the by-law otherwise provides, no notice of meeting need specify the purpose or the business to be transacted at the meeting except that a notice of meeting of directors shall specify any matter referred to in subsection 138(2) (Limits on Authority) of the Act that is to be dealt with at the meeting.

38. Meeting by Conference Telephone or Other Electronic Means

A Director may participate in a meeting of Directors by means of an electronic or other communication device that permits all participants to communicate adequately with each other during the meeting. Any person participating by electronic conference is deemed to be present at that meeting. Any security, confidentiality or other considerations with respect to the conduct of such a meeting shall be as determined by the Board from time to time.

39. Voting by E-Mail Ballot

In the event that attendance by a Director in person or under section 38 of this By-law is not possible, a Director may be allowed to vote at a meeting of the Board of Directors by means of a detailed e-mail ballot. The vote in such a ballot may be counted only if the motion that is on the floor at the meeting is identical to that contained in the e-mail ballot. All background material made available to Directors at the meeting must also have been made available in advance to any Director exercising his or her vote by e-mail ballot. An e-mail ballot shall not replace a Director for the purposes of establishing quorum under section 40 of this By-law. The e-mail ballot must be received by the President of the Board no later than two hours before the scheduled start of the meeting.

40. Quorum

50% plus one of the Directors in office from time to time, representing at least three Regions, shall constitute a quorum at any meeting of the Board of Directors.

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

At all meetings of the board, every question shall be decided by a majority of the votes cast on the question. In case of an equality of votes, the chair of the meeting in addition to an originalÂ vote shall have a second or casting vote. Any board matter may be referred to board members for decision by mail or telephone voting.

42. Committees of the Board of Directors

The board may from time to time appoint any committee or other advisory body, as it deems necessary or appropriate for such purposes and, subject to the Act, with such powers as the board shall see fit. Any such committee may formulate its own rules of procedure, subject to such regulations or directions as the board may from time to time make. Any committee member may be removed by resolution of the board of directors.

43. Remuneration

Any Director or committee member shall be entitled to be reimbursed for some expenses necessarily incurred in connection with carrying out the business of the Corporation, subject to prior approval by the Board. No committee member of the Corporation who is also a member of the Board of Directors of the Corporation shall be entitled to receive or to be paid any remuneration, other than expenses or disbursements incurred for his or her work in connection with his or her office or work on a committee.

F. OFFICERS

44. Appointment of Officers

The board may designate the offices of the Corporation, appoint officers on an annual or more frequent basis, specify their duties and, subject to the Act, delegate to such officers the power to manage the affairs of the Corporation. 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 or more offices may be held by the same person.

45. Elected Offices

Elected officers of the Corporation shall include a President of the board, a Past-President, a Vice-President, a Secretary-Treasurer and such officers as shall be elected by the board at the first meeting of the board following the Annual Meeting. Unless otherwise provided for in this By-Law, an individual shall not hold the same office for more than one two-year term, but shall be eligible for re-election for subsequent two-year terms up to a maximum of six consecutive years.

46. Ex-Officio Officer

The office of the Past-President shall be held by the person who last held the office of President of the Board. The term of office of the Past-President shall be two years.

47. Description of Offices

Unless otherwise specified by the board (which may, subject to the Act modify, restrict or supplement such duties and powers), the offices of the Corporation, if designated and if officers are appointed, shall have the following duties and powers associated with their positions:

1. President of the Board â€“ The President of the board, if one is to be appointed, shall be a director. The President of the board, if any, shall, when present, preside at and act as chairperson at all meetings of the board of directors and of the members. He or she shall have the power to appoint the chairperson of each committee of the Corporation except as otherwise provided by this By-law. The President of the Board shall speak on behalf of the Corporation and act as its official representative to other individuals, groups or organizations.
2. Vice-President of the Board â€“ The vice-chair of the board, if one is to be appointed, shall be a director. If the President of the board is absent or is unable or refuses to act, the vice-president of the board, if any, shall, when present, preside at all meetings of the board of directors and of the members. The vice-president shall have such other duties and powers as the board may specify.
3. President â€“ If appointed, the president shall be the chief executive officer of the Corporation and shall be responsible for implementing the strategic plans and policies of the Corporation. The president shall, subject to the authority of the board, have general supervision of the affairs of the Corporation.
4. Past-President – The Past-President, when in office, shall assist the President of the Board in the performance of his or her duties and be available to act on behalf of the President of the Board in his or her absence. If for any reason the Past-President is unable to or unwilling to complete his or her term, the Board of Directors may appoint someone to fulfill the duties of the Past-President for the balance of the term.
5. Secretary â€“ 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 public accountant and members of committees; the secretary shall be the custodian of all books, papers, records, documents and other instruments belonging to the Corporation.
6. Treasurer â€“ If appointed, the treasurer shall have such powers and duties as the board may specify.
7. Terms – The term of office for the President of the Board shall normally be two years, beginning at the close of the meeting at which he or she was elected. The Past President shall normally serve a term of two years, which shall commence at the beginning of the first year of a new President of the Boardâ€™s term. The Vice-President shall normally serve a term of two years, which shall commence at the beginning of the first year of a President of the Boardâ€™s term. The Vice-President shall succeed to the office of President of the Board after two years.

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

48. Vacancy in Office and Removal

In the absence of a written agreement to the contrary, the board may remove, whether for cause or without cause, by way of ordinary resolution any officer of the Corporation. Unless so removed, an officer shall hold office until the earlier of:

a. their two year term expiring,
b. the officer’s successor being appointed,
c. the officer’s resignation,
d. such officer ceasing to be a director (if a necessary qualification of appointment) or
e. 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.

49. Remuneration

Any officer shall be entitled to be reimbursed for some expenses necessarily incurred in connection with carrying out the business of the Corporation, subject to prior approval by the Board. No officer who is also a member of the Board of Directors of the Corporation, shall be entitled to receive or to be paid any remuneration, other than expenses or disbursements incurred for his or her work in connection with his or her office or work on a committee. For greater certainty, an officer who is not otherwise a Director is not entitled to receive remuneration for acting as such.

G. NOTICE

50. Method of Giving Any Notice

Any notice (which term includes any communication or document), other than notice of a meeting of members or a meeting of the board of directors, to be given (which term includes sent, delivered or served) pursuant to the Act, the articles, the by-laws or otherwise to a member, director, officer or member of a committee of the board or to the public accountant shall be sufficiently given:

a. if delivered personally to the person to whom it is to be given or if delivered to such person’s address as shown in the records of the Corporation or in the case of notice to a director to the latest address as shown in the last notice that was sent by the Corporation in accordance with section 128 (Notice of directors) or 134 (Notice of change of directors);
b. if mailed to such person at such person’s recorded address by prepaid ordinary or air mail;
c. if sent to such person by telephonic, electronic or other communication facility at such person’s recorded address for that purpose; or
d. if provided in the form of an electronic document in accordance with Part 17 of the Act.

A notice so delivered shall be deemed to have been given when it is delivered personally or to the recorded address as aforesaid; a notice so mailed shall be deemed to have been given when deposited in a post office or public letter box; and a notice so sent by any means of transmitted or recorded communication shall be deemed to have been given when dispatched or deliveredÂ to the appropriate communication company or agency or its representative for dispatch. The secretary may change or cause to be changed the recorded address of any member, director, officer, public accountant or member of a committee of the board in accordance with any information believed by the secretary to be reliable. The declaration by the secretary that notice has been given pursuant to this by-law shall be sufficient and conclusive evidence of the giving of such notice. The signature of any director or officer of the Corporation to any notice or other document to be given by the Corporation may be written, stamped, type-written or printed or partly written, stamped, type-written or printed.

H. APPLICATION

51. 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.

52. Omissions and Errors

The accidental omission to give any notice to any member, director, officer, member of a committee of the board or public accountant, or the non-receipt of any notice by any such person where the Corporation has provided notice in accordance with the by-laws or any error in any notice not affecting its substance shall not invalidate any action taken at any meeting to which the notice pertained or otherwise founded on such notice.

53. By-laws and Effective Date

Subject to the articles, the board of directors may, by resolution, make, amend or repeal any by-laws that regulate the activities or affairs of the Corporation. Any such by-law, amendment or repeal shall be effective from the date of the resolution of directors until the next meeting of members where it may be confirmed, rejected or amended by the members by ordinary resolution. If the by-law, amendment or repeal is confirmed or confirmed as amended by the members it remains effective in the form in which it was confirmed. The by-law, amendment or repeal ceases to have effect if it is not submitted to the members at the next meeting of members or if it is rejected by the members at the meeting.

This section does not apply to a by-law that requires a special resolution of the members according to subsection 197(1) (fundamental change) of the Act because such by-law amendments or repeals are only effective when confirmed by members.

54. Repeal of Former By-Laws

All prior By-laws of the Corporation are repealed effective upon the confirmation of this By-law by the Members without prejudice to any action previously taken under such prior By-laws. The repeal of prior By-laws shall not impair in any way the validity of any act or thing done pursuant to such repealed By-laws.