Article 11: Meeting of Members

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

11.1 Annual Meetings

Subject to the Act, the annual meeting of the Members will be held on the date and at the time determined by the Board, but in any case, (i) not more than fifteen (15) months after the holding of the last preceding annual meeting, and (ii) not later than six (6) months after the end of the Society’s preceding financial year. At every annual meeting of the Members, in addition to any other business that may be transacted, the Members shall:

(a) review and consider the financial statements, the report of the public accountant, if any, and any other reports required by the Act to be placed before the Members at the annual meeting;

(b) elect Directors;

(c) appoint the public accountant; and

(d) transact any other business that may be properly brought before the Members.

11.2 Special Meetings and Requisition Meetings

The Board shall have the power to call at any time a special meeting of the Members. In addition, the Board shall call a meeting of the Members on written requisition of Members carrying not less than five percent (5%) of the voting rights. If the Board does not call a meeting within twenty-one (21) days of receiving the requisition, any Member who signed the requisition may call the meeting.

11.3 Place of Meetings

The annual meeting or any special meeting of the Members shall be held at the registered office of the Society or at any place in Canada as the Board may determine.

11.4 Meeting by Electronic Means, etc.

Any person entitled to attend a meeting of Members may participate in the meeting, in accordance with the Act, by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting, if the Society makes available such a communication facility. A person participating in a meeting by such means is deemed for the purposes of the Act to be present at the meeting.

11.5 Notice of Meetings

(a) Notice of the time and place of a meeting of Members shall be given to each Member who, at the close of business on the record date for notice or if no record date for notice is fixed, at the close of business on the preceding day on which the notice is given, is entitled to receive notice, by the following means:

(i) by mail, courier or personal delivery to each such Member, during a period of twenty-one (21) to sixty (60) days before the day on which the meeting is to be held; or

(ii) by telephonic, electronic or other communication facility to each such Member, during a period of twenty-one (21) to thirty-five (35) days before the day on which the meeting is to be held.

(b) Notice of any meeting where special business will be transacted shall state the nature of that business in sufficient detail to permit a Member to form a reasoned judgement on the business and state the text of any Special Resolution to be submitted to the meeting. For purposes of this Section, all business transacted at a special meeting or annual meeting of Members, except consideration of the financial statements, public accountant’s report, election of Directors and re-appointment of the incumbent public accountant, is “special business”.

(c) The President, the President-Elect, the Vice-President, the Treasurer, the Secretary and the public accountant and any other person or persons designated by the Board, will be entitled to receive notice of every meeting of the Members, and to attend and be heard thereat, but will not be entitled to vote at any such meeting.

11.6 Waiver of Notice

A meeting of Members may be held at any time and place without notice if all the Members waive notice or otherwise consent to such meeting being held. The attendance of a Member at a meeting of Members is a waiver of notice of the meeting, except where the Member attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

11.7 Annual Financial Statements

The Society may, instead of sending copies of the annual financial statements and other documents referred to in subsection 172(1) 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 Society and that any Member may, on request, obtain a copy free of charge at the registered office or by prepaid mail.

11.8 Quorum

The holders of five (5%) percent of the votes entitled to vote at a meeting of Members will constitute a quorum at that meeting.

11.9 Manner of Voting

(a) At all meetings of Members, every question will be determined by Ordinary Resolution, unless otherwise specifically provided by the By-laws or the Act.

(b) If an electronic or telephonic meeting of Members is held, then any person participating in, and entitled to vote at, that meeting may vote, in accordance with the Act, by means of the telephonic or electronic communication facility that the Society has made available for the purpose.

11.10 Resolutions in Writing

Subject to the Act, a resolution in writing signed by all the Members entitled to vote on that resolution at a meeting of Members is as valid as if it had been passed at a meeting of Members. Any such resolution may be signed in counterparts, each of which will be an original and all of which together will constitute one and the same resolution. A Member may submit his or her written signature by facsimile, email or other functionally equivalent electronic means of transmission.