Article 5 —Members’ Meetings


There shall be at least ONE (1) general Members’ meeting per year which shall be called the Annual General Meeting.


The Annual or any other General or Special Meeting of the Members shall be held at the head office of the Corporation or at any place in Canada as the Board may determine and on such day as the Directors shall appoint. The Members may, by special resolution, resolve that a particular meeting of Members be held outside of Canada.


At every Annual General Meeting, in addition to any other business that may be transacted, the report of the Directors, the financial statement and the report of the auditors shall be presented for adoption. In addition to the above and during such meeting, auditors shall be appointed for the ensuing year. The Members may consider and transact any business whether special or general at any meeting of the Members.


The Board or the President or President-Elect shall have power to call, at any time, a General or Special Meeting of the Members of the Corporation. The Board shall call a Special Meeting of Members upon the written requisition of Members carrying not less than TEN PERCENT (10%) of the voting rights of all Members as at the date of such requisition and such meeting must be held within SIXTY (60) days of said requisition.


TWENTY (20) Members or TWENTY PERCENT (20%) of the total membership of the Corporation, whichever is the lesser, present in person at any meeting of Members will constitute a quorum thereat. For the purposes of these By-laws, each Member that is an Institution shall be entitled to nominate a single person to attend and vote on its behalf at any meeting of the Members.


No business shall be transacted at any Special Meeting of the Corporation save that for which the Special Meeting has been called.


THIRTY (30) full days’ written notice shall be given to each voting Member of any Annual, General, or Special Meeting of Members and such notice may be delivered by mail, e-mail, or facsimile. Each such notice shall be deemed to have been received when actually sent by an electronic transmission or, if mailed, within SEVENTY –TWO (72) hours of having been posted.



Notice of any meeting where special business will be transacted shall contain sufficient information to permit the Member to form a reasoned judgment on the decision to be taken and shall state the text of any special resolutions to be submitted to the meeting.



Notice of each meeting of Members must remind the Member that such Member has the right to vote by proxy.



For the purpose of sending written notice of a meeting to any Member, such notice shall be deemed sufficient if sent to the last known address, e-mail address or facsimile telephone number for that Member as recorded in the books of the Corporation.


Each voting Member present at a meeting shall, otherwise than as provided in the Act or the Letters Patent of the Corporation, have the right to exercise ONE (1) vote. A Member may, by means of a written proxy, appoint a proxyholder to attend and vote at any meeting of Members, in the manner and to the extent authorized by the proxy. A proxyholder must be a Member.



A Member who is also the Nominee of an Institution shall retain his or her voting rights notwithstanding that such Member may also be voting on behalf of an Institution.


A majority of the votes cast by the Members present and entitled to vote shall determine the questions in meetings except where the vote or consent of a greater number of Members is required by the Act or these By-laws. In the case of a tie vote, no casting vote shall be permitted and the question under consideration shall be deemed to be defeated.


The Chair of any meeting of Members shall be the first mentioned of such of the following persons who are present at the meeting: President, President-Elect, or Past President.



If no such person is present within FIFTEEN (15) minutes from the time fixed for holding the meeting, the persons present and entitled to vote shall choose one of their number to be Chair of the meeting.



If the Secretary of the Corporation is absent, the Chair of the meeting shall appoint some person, who need not be a Member, to act as Secretary of the meeting.


Subject to the Act, any question at a meeting of Members shall be decided by a show of hands unless a ballot thereon is required or demanded as hereinafter provided. Upon a show of hands every person who is present and entitled to vote shall have ONE (1) vote.



Whenever a vote by a show of hands shall have been taken upon a question, unless a ballot thereon is so required or demanded, a declaration by the Chair of the meeting that the vote upon the question has been carried, carried by a particular majority or not carried shall be prima facie evidence of the disposition of that question without proof of the number of votes recorded in favour of or against any resolution or other proceeding in respect of the said question and such declaration shall be evidenced by an entry to that effect in the minutes of the meeting.


On any question proposed for consideration at a meeting of Members, and whether or not a show of hands has been taken thereon, any Member or proxyholder entitled to vote at the meeting may require or demand a ballot.



If a ballot is demanded on the election of a Chair of the meeting or on the question of adjournment, it shall be taken forthwith without an adjournment.



A ballot required or demanded on any other question shall be taken in such manner as the Chair of the meeting shall direct.



A requirement or demand for a ballot may be withdrawn at any time prior to the taking of the ballot.



If a ballot is taken each person present shall be entitled to that number of votes set out in Article 5.08.


The only persons entitled to be present at a meeting of Members shall be those entitled to vote thereat, the Directors and auditors (if any) of the Corporation and others who, although not entitled to vote, are entitled or required under the provisions of the Act, the Letters Patent of the Corporation or these By-laws to be present at the meeting. Any other person may be admitted only upon the invitation of the Chair of the meeting or with the consent of all Members present at the meeting.


If a quorum is present at the opening of a meeting of the Members and, if such meeting is adjourned for a specific period less than THIRTY (30) days, it shall not be necessary to give notice of the adjourned meeting other than by an announcement at the meeting so adjourned, and a quorum shall be deemed to be present at the adjourned meeting.



Where a meeting is adjourned because a quorum is not present, a quorum shall be deemed to be present at the adjourned meeting if not less than SEVEN (7) days notice of the time and place fixed for the adjourned meeting, as well as notice that it is a meeting adjourned due to the lack of a quorum at the originally scheduled meeting, is given to those entitled to notice of the originally scheduled meeting.


No error or omission in giving notice of any Annual, General, or Special Meeting or any adjourned meeting, whether Annual, General, or Special, of the Members shall invalidate such meeting or make void any proceedings taken thereat and any Member may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat.


For the purpose of sending any notice to any Member, Director or Officer for any meeting or otherwise, the address of the Member, Director or Officer shall be his or her or its last known address, facsimile number or e-mail address as recorded in the books of the Corporation.