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 S.C. 2009, c.23 including the Government Regulations made pursuant to the Act, and any statute or regulations that may be substituted, as amended from time to time; 

(b) “Annual Meeting” means an annual meeting of the Members as provided in section 6.1;

(c) “Affiliate” or “Affiliated Group” have the meanings set out in Section 10;

(d) “Authorized Representative” means a person named to act as an authorized representative of a Member pursuant to section 3.4;

(e) “Articles” means the original or restated articles of incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement or revival of the Society;

(f) “Board” means the Board of Directors of the Society and “Director” means a member of the Board;

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

(h) “Government Regulations” means the regulations made under the Act as amended, restated or in effect from time to time;

(i) “Individual Members” means those persons who have been admitted as individual members of the Society in accordance with section 3.1;

(j) “Institutional Members” means those persons who have been admitted as institutional members of the Society in accordance with section 3.1;

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

(l) “Meeting of Members” includes an annual meeting of members or a special meeting of members;

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

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

(o) “Society” means the Society for Teaching and Learning in Higher Education;

(p) “Special Meeting” means any meeting of the Members that is not an Annual Meeting;

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

(r) “Operating Policies” means the operating policies, regulation and guidance approved by the Board in accordance with Section 2.6;

1.2 Interpretation

In the interpretation of this By-law, words in the singular include the plural and vice-versa, words in one gender include all genders, and “person” includes an individual, body corporate, partnership, trust and unincorporated organization.

Other than as specified above, words and expressions defined in the Act have the same meanings when used in this By-law.