CANADIAN RESEARCH INSTITUTE FOR LAW AND THE FAMILY
BYLAWS
 
Consolidated to and including 13 May 2005

BYLAW 1

A bylaw relating generally to the transaction of the business and affairs of the Canadian Research Institute for Law and the Family.

Be it enacted as a bylaw of the Corporation as follows:

1. Definitions. In this bylaw, the following expressions shall have the following meanings, namely:

1.1 "Corporation" means the above-named Corporation;

1.2 "Designator" means a person or faculty referred to in subparagraphs 15.1 through 15.5 below and a person subsequently designated as a Designator pursuant to the provisions of paragraph 22 below;   1.3 "Ex officio member" means a non-voting member of a committee appointed pursuant to these bylaws by virtue of his or her office; [am. 1990-04-20]   1.4 "Appointed Director" means a Director of the Corporation who has been appointed by a Designator;   1.5 "Elected Director" means a Director of the Corporation who has been elected by the Appointed Directors or by the Board of Directors;

1.6 "Director" includes an Appointed Director, and an Elected Director; [am. 1992-05-02]

1.7 "Board" or "Board of Directors" means the Directors for the time being of the Corporation;

1.8 "Person" includes an individual, an incorporated company, an incorporated society, a non-profit organization, a partnership, and any association of any two or more of the foregoing; [am. 1991-05-04]

1.9 "Member" means a person referred to in paragraph 4; [am. 1990-04-20]

1.10 "Membership" means all full members, associate members, honourary members and members in any other category created by the Board pursuant to paragraph 4.4. [added 1990-04-20]

  2. Offices. The Corporation may establish such offices in Canada, in addition to its head office, as the Board of Directors may deem expedient.

 3. Corporate Seal. The corporate seal of the Corporation shall be in such form as shall be prescribed by the Directors and shall include the words "Canadian Research Institute for Law and the Family." The seal may be affixed as necessary to all documents by any Officer of the Corporation so authorized by the Board of Directors. [am. 1992-05-02]

4. Categories. The classes and rights of membership shall be:

4.1 Full members are Appointed and Elected Directors and have voting rights at annual and special general meetings; [am. 1990-04-20]

4.2 Associate members are non-voting persons;

  4.3 Honourary lifetime members are non-voting individuals chosen by resolution of the members at an annual or special general meeting; [am. 1990-04-20; 1991-05-04] and   4.4 Such other categories as the Directors may from time to time create. [am. 1990-04-20]

4.5 Full, associate and honorary memberships are mutually exclusive. A non-voting member must withdraw from membership prior to appointment or election as a full member. [added 2000-05-05]

5. Membership Term. Except where otherwise provided, memberships shall be for a period of two years and upon payment of such fee, if any, as established by the membership. [am. 1990-04-20]

6. Withdrawal from Membership. A person shall cease to hold membership upon giving written notice to the Corporation of his or her intention to withdraw from membership, and he or she shall cease to be a member upon the date therein specified or its earlier acceptance by the Board of Directors.

7. Termination of Membership. Membership in the Corporation shall terminate:

7.1 Pursuant to a resolution of the Board terminating a membership if such resolution is passed by a majority of not less than three-quarters of the voting members present at an annual or special general meeting;

7.2 Upon the non-payment of membership fees, if any, after the expiration of three months from the date upon which such fees became due and payable;

7.3 Provided that membership may be reinstated upon such terms as the Board may prescribe.

 8. Annual Meetings. An annual meeting of the membership shall be held at such place within Canada and on such day in each year as the Board of Directors may from time to time determine. At such meeting the membership shall receive a report of the Directors and shall transact such business as may be required to be transacted by virtue of the provisions of the Canada Corporations Act, including: [am. 1990-04-20] 8.1 The report of the Directors and the ratification or confirmation of bylaws or resolutions as are required to be ratified or confirmed;

8.2 The Financial Statement and The Report of the Auditors of the Financial Statement of the Corporation for the year past; [am. 1992-05-02]

8.3 The appointment of Auditors for the ensuing year;

8.4 The declaration of the Board of Directors as required by these bylaws for the ensuing year. [am. 1990-04-20]

 9. Special Meetings. Any five (5) Directors or the Executive Committee shall have the power to call a special meeting of the membership at any time and at such time and at such place within Canada as they may determine. [am. 1992-05-02]

10. Votes. Each full member present at an annual or special general meeting shall have one vote. Members may not vote by proxy. [am. 1990-04-20]

11. Notices. At least fourteen (14) days' prior written notice shall be given to each person holding membership of an annual or special general meeting of the membership. The notice calling the meeting shall specify the purpose for which it is called and shall contain enough information to allow the member to make a reasoned decision. No business other than that mentioned in the notice calling the meeting shall be transacted thereat unless all members present and entitled to vote consent to the transaction of such other business. [am. 1992-05-02]

12. Quorum. No business shall be dealt with at an annual or special general meeting of the membership unless a quorum is present at the time the meeting proceeds to conduct such business. Ten voting members present shall be a quorum.

13. Chair. The President of the Board of Directors or, in his or her absence, the Vice-president or, in the absence of both, a member chosen by the voting members present shall be Chair of an annual or special general meeting. [am. 1990-04-20]

14. Voting. Every question submitted to an annual or special general meeting shall be decided by a majority of the votes cast on the question unless the Canada Corporations Act or these bylaws otherwise provide and, in the case of an equality of votes, the Chair of the meeting shall be entitled to a cast an additional and deciding vote. [am. 1990-04-20; 1992-05-02]

APPOINTED DIRECTORS - SELECTION AND REMOVAL

15. Selection of Appointed Directors. Each of the following Designators shall have the right, from time to time as hereinafter provided, to appoint the following number of Appointed Directors: [am. 1990-04-20] 15.1 The Faculty Council of the Faculty of Law of the University of Calgary -- two Appointed Directors; [am. 1987-10-24; 1990-04-20]

15.2 The Faculty Council of the Faculty of Social Work of the University of Calgary -- one Appointed Director; [addes 2004-04-30]

15.3 The Faculty Council of the Faculty of Social Sciences of the University of Calgary -- one Appointed Director; [am. 1987-10-24; 1990-04-20; 1991-05-04; am. and renumbered 2004-04-30]

15.4 The President of the University of Calgary - one Appointed Director; [renumbered 2004-04-30]

15.5 The President of the Law Society of Alberta - one Appointed Director; [renumbered 2004-04-30]

15.6 The Faculty Council of the Faculty of Law, University of Alberta - one Appointed Director. [am. and renumbered 2004-04-30]

 16. Selection of Appointed Directors. Prior to each annual general meeting of the membership at which the term of office of an Appointed Director expires, each Designator shall appoint the permitted number of Appointed Directors to replace the existing appointees. Each such appointment shall be made in writing, signed by the Designator, and shall be delivered or sent by registered mail to the Corporation at its head office and shall take effect upon the conclusion of that annual general meeting of the membership. [am. 1990-04-20]

17. Term of Office of Appointed Directors. Each Appointed Director shall (unless replaced or unless the office shall be vacated in the meanwhile) hold office until the conclusion of the second annual general meeting of the membership next following the appointment. [am. 1990-04-20]

18. Filling Vacancies in Appointed Directors. Vacancies in Appointed Directors shall be filled as follows:

18.1 If an Appointed Director shall cease to hold office prior to the expiration of his or her term of office for any reason, then the Designator who appointed him or her may at any time thereafter appoint another individual to fill the resultant vacancy in the number of Appointed Directors for the unexpired term of office of such Appointed Director.

18.2 If a Designator shall fail to appoint the permitted number of Appointed Directors to take effect upon the conclusion of an annual general meeting of the membership, then that Designator may at any time thereafter appoint the required number of individuals to fill the resultant vacancy or vacancies in the number of Appointed Directors for the balance of the term of office commencing at the time the appointment should have been made. [am. 1990-04-20]

18.3 Every appointment made under this paragraph shall be made in writing, signed by the Designator or its representative and shall be delivered or sent by registered mail to the Corporation at its head office and shall take effect upon receipt by the Corporation.

 19. Resignation by an Appointed Director. An Appointed Director may resign from office by giving to the Corporation written notice of intention to do so, and such resignation shall take effect upon the date therein specified. [renumbered 1990-04-20]

20. Removal of an Appointed Director from Office -- General. The office of an appointed Director shall be vacated if:

20.1 He or she becomes mentally or physically incapacitated so that he or she is no longer able to perform his or her duties as an Appointed Director; [am. 1990-04-20]

20.2 He or she dies;

20.3 He or she is removed by his or her Designator in the manner hereinafter provided;

20.4 He or she becomes bankrupt or insolvent;

20.5 A substitute Designator is appointed in the place and stead of his or her Designator as hereinafter provided; or

20.6 He or she becomes an employee of the Corporation. [added 1990-04-20; whole clause renumbered 1990-04-20]

21. Removal of an Appointed Director from Office by the Designator. An Appointed Director may be removed at any time from office by the Designator who made the appointment. Such removal shall be effected by written notice signed by the Designator or representative and delivered or sent by registered mail to the Corporation at its head office and shall take effect upon the date therein specified. [renumbered 1990-04-20]

22. Designation of Substitute Designator. If a Designator shall: 22.1 Cease to exist (if not an individual);

22.2 Cease to exist by reason of the abolition of the applicable office (if an individual); or

22.3 Fail for a period of at least thirteen (13) consecutive months to appoint an Appointed Director after first becoming entitled to do so; then the members may designate a substitute Designator in its place instead and in such event written notice of such designation shall be given to the replaced Designator (if still in existence) and all of the rights conferred by these bylaws upon a Designator shall accrue to such substitute Designator and the replaced Designator shall no longer be entitled to same. [am. 1990-04-20]

  22.4 The foregoing provisions of this paragraph shall apply to a substitute Designator who may subsequently be replaced and similarly for each succeeding substitute Designator. [am. 1990-04-20; whole clause renumbered 1990-04-20]  23. Remuneration of Appointed Directors. An Appointed Director shall not be paid any compensation by the Corporation for services as an Appointed Director. An Appointed Director may be reimbursed by the Corporation for all reasonable out-of-pocket expenses necessarily incurred in the performance of duties as an Appointed Director. Nothing in this clause shall preclude the Corporation from paying fees to an Appointed Director for services rendered to the Corporation in his or her professional capacity. [renumbered 1990-04-20]

24. Number of Elected Directors. There shall be a minimum number of eight (8) Elected Directors, and the maximum number shall not exceed fifteen (15) in number. [am. 1990-04-20; 2001-05-04; 2005-05-13]

25. Election of Elected Directors. At each annual general meeting of the membership, the members may, subject to the limitations imposed by paragraph 24 above, elect one or more Elected Directors. [am. 1990-04-20]

26. Procedure for Electing Elected Directors. The members shall receive the recommendations of the Nominating Committee for Elected Director positions. If a vote is required to be taken, voting shall be by secret ballot. [added 1990-04-20]

27. Term of Office of Elected Directors. Each Elected Director shall (unless the office shall be vacated in the meanwhile) hold office until the second annual general meeting of members next following election pursuant to the provisions of paragraph 25 above. [am. 1990-04-20]

28. Re-election of an Elected Director. An Elected Director's membership cannot exceed five (5) consecutive terms, unless the Elected Director has served on the Executive Committee, in which case the number of terms served on the Executive Committee will be added to the maximum number of terms the Elected Director may serve on the Board, or unless, in extraordinary circumstances, otherwise recommended by the Nominating Committee and elected by the Annual Meeting of the Institute. [am. 1990-04-20; 1991-05-04; 1992-05-02; 1995-05-05; 2002-05-03]

29. Filling Vacancies in Elected Directors. If an Elected Director shall cease, for any reason, to hold office prior to the expiration of his or her term of office, the Executive Committee may elect another individual to hold office until the next annual general meeting of members. [added 1990-04-20]

30. Election of Additional Elected Directors. Subject to the limitations imposed by paragraphs 24 and 28 above, the Directors may, from time to time and at any time, elect one or more individuals to hold office until the second annual general meeting of members next following election pursuant to this paragraph. [am. and renumbered 1990-04-20]

31. Resignation of an Elected Director. An Elected Director may resign from office by giving to the Corporation written notice of his or her intention so to do and such resignation shall take effect upon the date therein specified. [renumbered 1990-04-20]

32. Removal of an Elected Director from Office -- General. The office of an Elected

Director shall be vacated if he or she:

32.1 Becomes mentally or physically incapacitated so that he or she is no longer able to perform his or her duties as an Elected Director;

32.2 Dies;

32.3 Is removed by the Directors in the manner hereinafter provided;

32.4 Becomes bankrupt or insolvent; or

32.5 Becomes an employee of the Corporation. [added 1990-04-20; whole clause renumbered 1990-04-20]

33. Removal of an Elected Director from Office by the Directors. The Directors at a Directors' meeting may, by resolution passed by a majority of not less than seventy-five per cent (75%) of the votes of such Directors as vote at the meeting, at any time, remove an Elected Director before the expiration of his or her term of office. [renumbered 1990-04-20]

34. Remuneration of Elected Directors. An Elected Director shall not be paid any compensation by the Corporation for services as an Elected Director. An Elected Director may be reimbursed by the Corporation for all reasonable out-of-pocket expenses necessarily incurred in the performance of duties as an Elected Director. Nothing in this clause shall preclude the Corporation from paying fees to an Elected Director for services rendered to the Corporation in his or her professional capacity. [am. and renumbered 1990-04-20]
 

35. Calling of Meetings. Meetings of the Board of Directors shall be held from time to time and at such place within Canada and at such time as the Chair of the Board of Directors or any four (4) Directors may determine, and the Secretary shall call a meeting when so directed. Not less than fourteen (14) days' prior written notice of a meeting of the Board of Directors shall be given to all Directors save that no notice of a meeting shall be necessary if all the Directors are present or if those absent waive notice of or otherwise signify their consent to the holding of such meeting. [am. 1992-05-02]

36. Regular Meetings. The Board of Directors may appoint a day or days in any month or months for meetings at a place and hour to be named. A copy of any resolution fixing the place and time of regular meetings of the Board of Directors shall be sent to each Director forthwith after being passed, and in such case, no other notice shall be required for any such regular meeting.

37. Quorum. No business shall be dealt with at a meeting of the Board of Directors unless a quorum is present at the time the meeting proceeds to conduct such business. A simple majority of the Directors shall be a quorum.

38. Telephone Meetings. If all Directors consent and those participating at the meeting can hear each other, the Directors may conduct meetings via telephone through the use of a conference call and those Directors who participate thus will be included in the count of Directors present at such meeting. [am. 1992-05-02, 1993-04-30]

39. Votes. Each Director present at a meeting of the Board of Directors shall have one vote. Directors may not vote by proxy. [am. 1990-04-20]

40. Chair. The President of the Board of Directors or, in his or her absence, the Vice-president, or in the absence of both, a Director chosen by the Directors present shall be Chair of a meeting of the Board of Directors. [am. 1990-04-20]

41. Voting. Every question submitted to a meeting of the Board of Directors shall be decided by a majority of the votes cast on the question and, in case of an equality of votes, the Chair of the meeting shall be entitled to cast an additional and deciding vote. [am. 1990-04-20]

42. Vacancies. The Board of Directors may continue to act notwithstanding any vacancies in its number, provided a quorum is present at each meeting.
 

43. General. The management of the activities of the Corporation shall be vested in the Board of Directors, which shall be competent to exercise all such powers of the Corporation as are not by the Canada Corporations Act or by these bylaws required to be exercised by the members in general meeting. Without limiting the generality of the foregoing, the Board shall have power to: 43.1 Elect or appoint the Officers of the Corporation;

43.2 Elect or appoint the members of the Executive Committee;

43.3 Nominate auditors for appointment at the ensuing annual meeting of the Corporation;

43.4 Formulate the policy of the Corporation including that in respect to the raising of funds for the purposes and objects of the Corporation;

43.5 Approve the annual budget of the Corporation;

43.6 Fix program and research priorities;

43.7 Subject to section 69, enact new bylaws or amend or repeal existing bylaws;

43.8 Subject to a motion duly passed by the Directors and sanctioned by at least two-thirds of the votes cast:
 

43.8.1 Borrow money upon the credit of the Corporation;

43.8.2 Limit or increase the amount to be borrowed;

43.8.3 Issue debentures or other securities of the Corporation;

43.8.4 Pledge or sell such debentures or other securities for such sums at such prices as may be deemed expedient;

43.8.5 Secure any such debentures, or other securities, or any other present or future borrowing or liability of the Corporation, by mortgage, hypothecate, 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.

44. Indemnification: Directors and Others. Every Director or Officer of the Corporation or other person who has undertaken or is about to undertake any liability on behalf of the Corporation or any company controlled by it and his or her heirs, executors and administrators, and estate and effects, shall from time to time and at all times, be indemnified and saved harmless out of the funds of the Corporation, from and against: 44.1 All costs, charges and expense whatsoever which such Director, Officer or other person sustains or incurs in or about any action, suit or proceedings which is brought, commenced or prosecuted against him or her, or in respect of any act, deed, matter or thing whatsoever, made, done or permitted by him or her, in or about the execution of the duties or his office or in respect of any such liability;

44.2 All other costs, charges and expenses which he or she sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his own willful neglect or default.

NOMINATING COMMITTEE [added 1990-04-20]

45. Composition and Election of the Nominating Committee. The Nominating Committee shall consist of three Directors elected by the members at each annual general meeting of members. Members so elected shall hold office until the conclusion of the next annual general meeting of members. The Executive Director is, ex officio, a member of the Nominating Committee.

46. Powers and Duties of the Nominating Committee. The Nominating Committee shall:

46.1 Make nominations for the positions of President, Vice-president, Secretary and Treasurer and report to the members at the annual general meeting its nominations for those positions to be filled;

46.2 Review nominations for Elected Director positions and report its recommendations to the members at the annual general meeting;

46.3 Identify Directors willing to serve as members of the Executive Committee and report to the members at the annual general meeting the names of those identified for the positions to be filled;

46.4 Make recommendations for associate members, honourary members and members in such other categories as the Directors may from time to time create.

OFFICERS

47. Officers. The Officers of the Corporation shall be a President of the Board of Directors, a Vice-president, an Executive Director, a Treasurer, a Secretary and such other Officers as the Board of Directors may by resolution determine.

48. Election. The President, the Vice-president, the Treasurer and the Secretary shall be elected by the members from among the Directors at the annual general meeting of the membership and shall (unless his or her office shall be vacated in the meanwhile) hold office until the conclusion of the second annual general meeting of the membership next following his or her election. If any Officer who is also a Director shall cease to be a Director of the Corporation, his or her term of office shall expire. [am. 1990-04-20]

49. Procedure for Electing Elected Officers. The members shall receive the nominations from the Nominating Committee pursuant to paragraph 46 and any nominations from the floor. If a vote is required to be taken, voting shall be by secret ballot. [added 1990-04-20]

50. Appointment of Other Officers. From time to time, the Board of Directors shall appoint an Executive Director and such other Officers as the Board may determine. Such appointed Officers may, but need not be, Directors or members of the Corporation.

51. Terms of Appointment of Other Officers. The terms of appointment of Officers appointed by the Board of Directors shall, subject to the terms of an employment contract subsisting between the Corporation and any such Officer and the terms of these bylaws, be established from time to time by the Board of Directors and such appointment shall be subject to termination at its pleasure. [am. 1990-04-20]

52. Remuneration of Officers. An Officer shall not be paid any compensation by the Corporation for services as an Officer. An Officer may be reimbursed by the Corporation for all reasonable out-of-pocket expenses necessarily incurred in the performance of duties as an Officer. Nothing in this clause shall preclude the Corporation from paying a salary to an Officer who is also an employee of the Corporation on account of such employment. [am. 1990-04-20]

53. President. The President of the Board of Directors shall preside at all meetings of the Board of Directors and all annual and special general meetings of the membership, and shall also perform such other duties and exercise such powers as the Board of Directors may from time to time prescribe.

54. Vice-president. The Vice-president shall, in the absence or disability of the President, perform the President's duties and exercise those powers, and shall also perform such other duties and exercise such powers as the Board of Directors may from time to time prescribe.

55. Executive Director. The Executive Director shall be the chief executive officer of the Corporation and shall have the general management and direction, subject to the authority of and supervision by the Board of Directors, of the affairs of the Corporation.

56. Treasurer. The Treasurer shall maintain or cause to be maintained books of account for the Corporation wherein shall be recorded all receipts and disbursements of the Corporation and, subject to the direction of the Board of Directors, shall exercise general control over the deposit of funds received by the Corporation and the disbursement thereof. The Treasurer shall from time to time cause to be prepared financial statements of the Corporation setting forth its assets and liabilities and all financial transactions carried out by it.

57. Secretary. The Secretary shall record or cause to be recorded the proceedings of meetings of the Board of Directors and all annual and special general meetings of the members and shall cause a record to be maintained of the proceedings at such meetings. The Secretary shall also give or cause to be given all notices required to be given by the Corporation. The Secretary shall be the custodian of the seal of the Corporation, which he or she shall deliver only when authorized by a resolution of the Board of Directors to do so and to such person or persons as may be named in the resolution.

EXECUTIVE COMMITTEE

58. Executive Committee. There shall be an Executive Committee to supervise the operation of the Institute between meetings of the Board.

59. Composition of the Executive Committee. The Executive Committee shall include the President, Vice-president, Secretary, Treasurer, and up to three other Directors, elected by the members at the annual general meeting. The Committee members chosen shall include one Director from the Faculty of Law of The University of Calgary. Four members of the Executive Committee shall be a quorum. The Executive Director, the Director appointed by the President of The University of Calgary, and the immediate Past-President are, ex officio, members of the Executive Committee. [am. 1990-04-20; 1991-05-04]

60. Procedure for Electing Members of Executive Committee. The members shall receive from the Nominating Committee the list of those Directors willing to serve on the Executive Committee. If a vote is required to be taken, voting shall be by secret ballot. [added 1990-04-20]

61. Term of Office of Members of Executive Committee. Each member of the Executive Committee shall hold office (unless his or her office shall be vacated in the meanwhile) until the second annual general meeting of members following his or her election to the Executive Committee. [added 1990-04-20]

62. Removal of an Executive Committee Member. An Executive Committee Member shall vacate his or her position on the Executive Committee if he or she ceases to be on the Board of Directors under Article 20, 21, 32 or 33. [added 1992-05-02]

63. Filling Vacancies in Executive Committee. If a Director shall cease, for any reason, to be a member of the Executive Committee prior to the expiration of his or her term on the Executive Committee, the Executive Committee may elect another Director to fill the resultant vacancy and any Director so elected shall be a member of the Executive Committee until the next annual general meeting of the members. [added 1990-04-20]

64. Powers and Duties of the Executive Committee. The Executive Committee shall assume such responsibilities as the Board may assign to it, except the duties and responsibilities set out in section 75 of the bylaws and shall exercise, use and enjoy such duties, powers and responsibilities as the Board may delegate to it from time to time and, without limiting the generality of the foregoing, may:

64.1 Subject to the general direction of the Board of Directors, administer the budget and financial affairs of the Corporation;   64.2 Employ an Executive Director of the Corporation and fix terms and conditions of any such employment including remuneration. [am. 1990-04-20]

64.3 Fill any vacancy which occurs mid-term on any Committee. [added 1992-05-02]

65. Renumeration. An Executive Committee member shall not be paid any compensation by the Corporation for services as an Executive Committee member. An Executive Committee Member may be reimbursed by the Corporation for all reasonable out-of- pocket expenses necessarily incurred in the performance of duties as an Executive Committee Member. Nothing in this clause shall preclude the Corporation from paying fees to an Executive Committee Member for services rendered to the Corporation in his or her professional capacity. [added 1992-05-02]

66. Meetings. The Executive Committee shall hold meetings at such places, including telephone conference meetings (as long as all members of the committee agree and those at the meeting can hear each other), as the Executive Committee members may from time to time determine. The meetings shall be held at least quarterly, the dates of the meetings for the following year shall be set after the annual general meeting of the members. [added 1992-05-02, am. 1993-04-30]

67. Appointment. The Board of Directors shall have the power to appoint, from time to time, agents or attorneys for the Corporation, with such powers and authorities as may be deemed expedient.

68. Banking Arrangements. The banking business of the Corporation shall be transacted with such bank(s) (including the Alberta Treasury Branches) and/or trust companies as the Board of Directors may designate from time to time, and such banking business shall be transacted on behalf of the Corporation by such one or more Directors and/or Officers and/or other individuals as the Board of Directors may designate from time to time.

69. Authorized Signatures. Contracts, documents and other instruments on behalf of the Corporation shall be signed by any two of the Officers designated by the Board of Directors.

70. Financial Year End. Until otherwise ordered by the Board of Directors, the financial year of the Corporation shall end on the last day of December in each year. [am. 1987-10-24]

71. Method of Giving. Any notice, communication or document to be given by the Corporation pursuant to any provision of the letters patent or the bylaws of the Corporation or of the Canada Corporations Act to a member, Director, or Officer of the Corporation shall be sufficiently given if delivered personally to the person to whom it is to be given or if mailed by prepaid ordinary or air mail in a sealed envelope addressed to him or her at his or her address as recorded in the books of the Corporation or if sent to him or her at his or her said address by any means of wire or wireless or any other form of transmitted or recorded communication. A notice, communication or document so delivered shall be deemed to have been given when it is delivered personally; and a notice, communication or document so mailed shall be deemed to have been given when deposited in a post office or public letter box; and a notice or communication sent by any means of wire or wireless or any other form of transmitted or recorded communication shall be deemed to have been given when delivered to the appropriate communication company or agency or its representative for dispatch.

72. Computation of Time. In computing the date when notice must be given under any provision of the letters patent or bylaws requiring a specified number of days' notice of any meeting or other event, the date of giving the notice shall be excluded and the date of the meeting or other event shall be included.

73. Omissions and Errors. The accidental omission to give any notice to any member, associate member, honourary member, Director, or Officer or the non-receipt of any notice by any member, associate member, honourary member, Director, or Officer or any error in any notice not affecting the substance thereof shall not invalidate any action taken at any meeting held pursuant to such notice or otherwise founded thereon.

74. Waiver of Notice. Any member, associate member, honourary member, Director or Officer may waive any notice required to be given to him or her under any provision of the Canada Corporations Act or the letters patent or the bylaws of this Corporation, and such waiver, whether given before or after the meeting or other event of which notice is required to be given, shall cure any default in giving such notice.
 

75. Bylaws and Resolutions. Any bylaw or resolution signed by all of the Directors of the Corporation is as valid and effective as if passed at a meeting of the Directors duly called, constituted and held for that purpose.

76. Idem. Any resolution signed by all of the voting members of the Corporation is as valid and effective as if passed at a meeting of the membership duly called, constituted, and held for that purpose.

77. Confirmation of Bylaws. Any bylaw passed at any time may in lieu of sanction at a general meeting be sanctioned in writing by all the members of the Corporation entitled to vote at such meeting.

78. Amendments, Repeals, and Confirmation. The Board shall have power to make additional bylaws, or to repeal, amend or re-enact any bylaws; and subject as herein provided, every such bylaw and every such repeal, amendment or re-enactment shall, unless meanwhile confirmed at a meeting of the Corporation duly called for that purpose, have force only until the next annual meeting of the Corporation, and in default of confirmation at such annual meeting shall, at and from that time only, cease to have force:

78.1 Provided, however, that the Corporation shall have power, either at the meeting called as aforesaid, or at the annual meeting of the Corporation, to repeal, amend, vary or otherwise deal with any bylaws that have been passed by the Directors; and

78.2 Provided, further, that no act done or right acquired under any bylaw shall be prejudicially affected by such failure to confirm or by such repeal, amendment, variation or other dealing in connection therewith.

79. Bylaw Changing Name or Letters Patent of Corporation. No bylaw altering or purporting to alter the name of the Corporation or otherwise amending or purporting to amend the letters patent under which incorporation of the Corporation was granted shall be in force or acted upon until sanctioned by at least seventy-five percent (75%) of the votes cast at a special general meeting called for that purpose. [am. and renumbered 1990-04-20]

80. Effective Date of Bylaw Change. Notwithstanding anything contained in Paragraphs 75 and 76, the repeal or amendment of bylaws shall not be in force or acted upon until the approval of the Ministry of Consumer and Corporate Affairs has been obtained. In the event of the non-confirmation of bylaws enacted as aforesaid by the Board at the next annual general meeting, the Ministry of Consumer and Corporate Affairs shall be notified forthwith. [am. and renumbered 1990-04-20]
 

81. Examination of Records. Books, documents, and other records of the Corporation shall be kept in the head office of the Corporation and may be examined by persons so authorized by a Director in good standing upon giving due notice to the Executive Director. [renumbered 1990-04-20]