3.1 Composition

Subject to the Articles, there shall be two (2) classes of Members in the Society consisting of:

(a) Individual Members who shall be those individuals interested in furthering the Society’s purposes and who have applied for and been accepted into membership in the Society by resolution of the Board or in such other manner as may be determined by the Board; and

(b) Institutional Members, who shall be those corporations interested in furthering the Society’s purposes and who have applied for and been accepted into membership in the Society by resolution of the Board or in such other manner as may be determined by the Board.

3.2 Term of Membership

The term of membership of an Institutional Member shall be one (1) year, to expire on December 31 of each year.  Membership may be renewed annually upon payment of any membership dues as and when required under section 3.6.

The term of membership of an Individual Member shall be one (1) year, beginning on the date of payment of the membership dues and expiring on the next anniversary date.  Membership may be renewed annually upon payment of any membership dues as and when required under section 3.6.

3.3 Members’ Rights

The rights of each class of Members shall be as follows:

• Each Individual Member shall be entitled to receive notice of and to attend all meetings of the Members of the Society, and each Individual Member shall have one (1) vote on all matters brought before the Members.
• Except as provided by the Act, no Institutional Member shall be entitled to receive notice of, attend or vote at meetings of the Members of the Society.

3.4 Appointment of Authorized Representative

An Institutional Member that is a corporation or other entity shall, from time to time, in writing:

• appoint a person who shall be its Authorized Representative;
• remove and/or replace a person as its Authorized Representative.

Such Institutional Member shall provide the details and contact information of the Authorized Representative to be appointed, removed or replaced from time to time to the Secretary, who shall immediately update the Society’s records for the purposes of providing notice of all meetings to which the Authorized Representative is entitled to exercise the rights provided in section 3.5.

3.5 Rights of Authorized Representative

Unless the Society receives written notification from an Institutional Member that an Authorized Representative has been removed or shall not otherwise attend, act or vote on behalf of the Institutional Member in respect of a particular meeting or matter brought before the Members, the Authorized Representative shall be entitled to:

(a) receive notice of any meeting the Institutional Member is entitled to receive;

(b) attend, speak at, and vote at a meeting at which the Institutional Member is entitled to vote; and

(c) execute a Written Resolution on behalf of the Institutional Member.

3.6 Membership Dues

(a) Members shall be notified in writing of the membership dues at any time payable by them and, if any are not paid within one (1) calendar month of the membership renewal date, the Members in default shall automatically cease to be Members of the Society. Membership dues shall be as set by the Board from time to time.

(b) Notwithstanding termination of membership, a former Member remains liable for any assessment levied under the authority of this section 6 prior to termination of the membership.

3.7 Termination of Membership

Membership in the Society automatically terminates upon the occurrence of any of the following events:

(a) the Individual Member dies, or, in the case of an Institutional Member, insolvency or dissolution;

(b) expiration of a Member’s term of membership;

(c) the Member resigns by delivering a written resignation to the Society;

(d) the Member is expelled or is otherwise terminated in accordance with section 3.8;

(e) the Society is liquidated or dissolved under the Act; or

(f) the cessation of membership for failure to pay membership dues as provided in section 6.

3.8 Discipline of Members

(i) The Board shall have authority to suspend or expel any Member from the Society for any one of more of the following grounds:

(ii) violating any provision of the Articles, By-law or written policies of the Society;

(iii) carrying out any conduct which may be detrimental to the Society, as determined by the Board in its sole and absolute discretion; or

(iv) for any other reason that the Board in its sole and absolute discretion considers to be reasonable, having regard to the purposes of the Society.

(v) If the Board determines that a Member should be expelled or suspended from membership in the Society, the Chair of the Board, or such other Officer as may be designated by the Board, shall provide twenty (20) days’ notice of suspension or expulsion to the Member and shall provide reasons for the proposed suspension or expulsion. The Member may make a written submission to the Chair of the Board, or such other Officer as may be designated by the Chair before the end of the twenty (20) day period.

(vi) In the event that no written submissions are received, the Chair of the Board or such other Officer as may be designated by the Board, may proceed to notify the Member that the Member is suspended or expelled from membership in the Society. If a written submission is received in accordance with this subsection (b), the Board shall consider such submissions in arriving at a final decision and shall notify the Member concerning such final decision within a further twenty (20) days from the date of receipt of the submission. The Board’s decision shall be final and binding on the Member, without any further right of appeal.