Article 1: Definitions and Interpretation

STLHE By-law No. 1 was prepared and translated by Gowling WLG, Ottawa, ON. (June 2016)

1.1 Definitions

In the By-laws of the Society, unless the context otherwise requires:

(a) “Act” means the Canada Not-for-profit Corporations Act and all regulations made under that Act, as it may be amended or replaced, and any reference to a particular provision of that Act will be deemed also to be a reference to any similar provision resulting from its amendment or replacement;

(b) “Affiliate” or “Affiliated Group” have the meanings set out in Section 6.1;

(c) “Articles” has the meaning given to that term in the Act;

(d) “Board” means the board of Directors of the Society;

(e) “By-laws” means this by-law as amended or restated and all other by-laws of the Society in force and effect;

(f) “Director” or “Directors” means any one or more persons, respectively, who from time to time have been duly elected by the Members to serve on the Board;

(g) “Individual Members” means those persons who have been admitted as individual members of the Society in accordance with the By-laws;

(h) “Institutional Members” means those persons who have been admitted as institutional members of the Society in accordance with the By-laws;

(i) “Member” means any one of the Individual Members or Institutional Members;

(j) “Officer” or “Officers” means any one or more persons, respectively, who have been appointed as officers of the Society in accordance with the By-laws;

(k) “Ordinary Resolution” means a resolution passed by a majority of the votes cast on that resolution;

(l) “Operating Policies” means the operating policies approved by the Board in accordance with Section 2.6;

(m) “President” means the president of the Society;

(n) “President-Elect” means the president-elect of the Society;

(o) “Secretary” means the secretary of the Society;

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

(q) “Treasurer” means the treasurer of the Society; and

(r) “Vice-President” means the vice-president of the Society.

1.2 Interpretation

(a) In these By-laws, unless the context otherwise requires:

(i) words importing the singular number include the plural and vice versa and words importing the masculine gender include the feminine and neuter genders;

(ii) the words “includes” or “including” mean includes or including without limitation; and

(iii) the word “person” includes an individual, body corporate, partnership, trust and unincorporated organization.

(b) If any of the provisions contained in these By-laws are inconsistent with those contained in the Articles or the Act, the provisions contained in the Articles or the Act, as the case may be, shall prevail.

(c) If any of the provisions contained in the French version of these By-laws are inconsistent or conflict with any of the provisions contained in the English version of these By-laws, the English version shall prevail.