Section 1. General

1.01. Definitions

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

(b) “Affiliates” means affiliated groups and includes the Educational Developers’ Caucus its equivalent in French, le Réseau de formateurs en pédagogie de l’enseignement supérieur, and the 3M National Teaching Fellows’ Council its equivalent in French, le Conseil lauréats nationaux 3M en enseignement, and Special interest groups .

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

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

(e) “by-laws” means this By-law No. 1 and any other by-law of the Corporation as amended and which are, from time to time, in force and effect ;

(f) “Constituencies” means the original and long-standing components of the Corporation, to wit the Educational Developers’ Caucus and its equivalent in French, le Réseau de formateurs en pédagogie de l’enseignement supérieur, and the 3M National Teaching Fellows’ Council and its equivalent in French, le Conseil lauréats nationaux 3M en enseignement, both as defined in Article 9.01 hereof ;

(g) “Corporation” means The Society for Teaching and Learning in Higher Education and its equivalent in French, la Société pour l’avancement de la pédagogie dans l’enseignement supérieur, and may be referred to as “STLHE/SAPES ”;

(h) “Institutional Member” means a Member that is a corporation, partnership, sole proprietorship or educational institution recognized by the Corporation ;

(i) “Meeting of Members” includes an annual meeting of members or a special Meeting of members ;

(j) “Members” means those persons and Institutions who have a current membership in the Corporation; and

(k) “Ordinary resolution” means a resolution passed by a majority of not less than 50% plus one (1) of the votes cast on that resolution ;

(l) “registered office of the Corporation” is the business address files in accordance with the Act .

(m) “special meeting of member” includes a meeting of any class of members and a special meeting of all members entitled to vote at an annual general meeting of members ;

(n) “Special resolution” Means a resolution passed by a majority of not less than two-thirds (2/3) of the votes cast on resolution ;

1.02. 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 in section 1.01 above words and expressions defined in the Act have the same meanings when used in these by-laws.

1.03. Corporate Sea

l 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 may be signed by any two (2) 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.

1.05. Financial Year End

The financial year end of the Corporation shall be determined by the board.

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 and/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. Logo