Article 12: Amendment of By-law

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

12.1 Amendments

Except for those matters requiring determination by Special Resolution of the Members in accordance with subsection 197(1) of the Act, or, if subsection 199 of the Act applies, by Special Resolution of one or more of the classes of Members, the Board may, by resolution, make, amend or repeal any By-laws that regulate the activities or affairs of the Society and any such By-law, amendment or repeal shall be effective from the date of the resolution of Directors until the next meeting of Members where it may be confirmed, rejected or amended by the Members by Ordinary Resolution. If the By-law, amendment or repeal is confirmed or confirmed as amended by the Members it remains effective in the form in which it was confirmed. The By-law, amendment or repeal ceases to have effect if it is not submitted to the Members at the next meeting of Members or if it is rejected by the Members at the meeting.

12.2 Amendments Requiring a Special Resolution

For illustrative purposes, subsection 197(1) of the Act requires a Special Resolution of the Members to make any amendment to the Articles or the By-laws of the Society to:

(a) change the Society’s name;

(b) change the province in which the Society’s registered office is situated;

(c) add, change or remove any restriction on the activities that the Society may carry on;

(d) create a new class or group of Members;

(e) change a condition required for being a Member;

(f) change the designation of any class or group of Members or add, change or remove any rights and conditions of any such class or group;

(g) divide any class or group of Members into two or more classes or groups and fix the rights and conditions of each class or group;

(h) add, change or remove a provision respecting the transfer of a membership;

(i) increase or decrease the number of or the minimum or maximum number of directors fixed by the Articles;

(j) change the statement of the purpose of the Society;

(k) change the statement concerning the distribution of property remaining on liquidation after the discharge of any liabilities of the Society;

(l) change the manner of giving notice to Members entitled to vote at a meeting of the Members;

(m) change the method of voting by Members not in attendance at a meeting of Members; or

(n) add, change or remove any other provision that is permitted by the Act to be set out in the Articles.