Section 2. Membership – Matters Requiring Special Resolution

2.01. Membership Conditions

Subject to the articles, there shall be two (2) classes of members in the Corporation, namely, Individual Members and Institutional Members. The board may create groups within a class including without limitation by: individual v. organization, type of organization, and size of organization or any other attribute. The board 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 ordinary resolution . The following conditions of membership shall apply:

Individual Members

(a) Individual membership shall be available only to persons interested in furthering the objectives of the Corporation and who have applied and have been accepted for Individual membership in the Corporation .

(b) As set out in the articles, each Individual member is entitled to receive notice of, attend and vote at all meetings of members and each such Individual member shall be entitled to one (1) vote at such meetings with all other members of the Corporation except where members are entitled to vote as a class .

(c) The term of membership of an Individual member shall be annual, subject to renewal in accordance with the policies of the Corporation.

Institutional Members

(d) Institutional membership shall be available only to institutions interested in furthering the objectives of the Corporation and have been accepted for Insititutional membership in the Corporation

(e) The term of membership of an Institutional member shall be annual, subject to renewal in accordance with the policies of the Corporation.

(f) As set out in the articles, each Institutional member is entitled to receive notice of all meetings of members and to nominate a single person to attend and vote on its behalf at any meeting of the Members .

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 ).

2.02. Notice of Meeting of Members

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, 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. (Replaces 5.7, 5.7.1, 5.7.2 and 5.7.3 )

2.03. Members Calling a Members’ Meeting

The board 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 .

2.04. Absentee vote at a meeting of Members

Pursuant to section 171(1) Absentee Voting of the Act, a member entitled to vote at a meeting of members may vote by means of a telephone, electronic or other communication facility if the Corporation has a system that:

(a) Enables the votes to be gathered in a manner that permits their subsequent verification, and

(b) Permits the tallied votes to be presented to the corporation without it being possible for the Corporation to identify how each member voted