By-Laws
As adopted by the Board of Directors on the 2 of March 2019
Contents
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Corporate seal
Members Calling a Members Meeting
Absentee Voting at Members Meeting
Effect of Termination of Membership
Proposals nominating Directors at Annual Members’ Meeting
Cost of Publishing Proposals for Annual Members’ Meeting
Persons entitled to be Present at Members’ Meetings
Participation by Electronic Means at members’ Meetings
Members’ Meetings Held Entirely by Electronic Means
Calling of Meetings of Board of Directors
Notice of Meeting of Board of Directors
Regular Meetings of the Board of Directors
Voting at Board of Directors’ Meetings
Committees of the Board of Directors
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Invalidity of Provisions of This By-Law
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GENERAL
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Definitions
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In this by-law and all other by-laws of the Corporation, unless the context otherwise requires:
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Act: refers to the Canada Corporations Act S.C. 2009, c.23 including the Regulations made pursuant to the Act, and any statute or regulations that may be substituted, as amended from time to time;
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Annual General Meeting: refers to a meeting of the members called for the purposes of accepting the reports of the President and any other officer so determined by the Board, the presentation of financial statements for the current fiscal year, the acceptance of the auditor’s report and the appointment of auditors for the next fiscal year of the Corporation
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Articles: means the original or restated articles of incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement or revival of the Corporation;
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Board: refers to the Board of Directors of the Corporation
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By-Laws: refers to this By-Law and all other by-laws of the Corporation from time to time in force and effect
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Corporation: refers to Convergence Initiative
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Directors: refers to the persons elected to hold positions on the Board of Directors
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Ex-Officio: refers to any person who is authorized to sit in an official position by the Board on the Board or a committee of the Board, with voice but without vote.
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General Meeting: refers to a general, annual and special meeting of the members.
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Member: refers to those individuals admitted to the Corporation by resolution of the Board.
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Officers: refers to those Board members, as elected by the Board, holding positions.
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Ordinary resolution: means a resolution passed by a majority of not less than 50% plus 1 of the votes cast on that resolution;
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"Regulations" means the regulations made under the Act, as amended, restated or in effect from time to time
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"Proposal" means a proposal submitted by a member of the Corporation that meets the requirements of section 163 (Member Proposals) of the Act;
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Simple Majority: refers to fifty-percent plus one of votes cast at a general meeting or at meetings of the Board or the Executive.
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Special Meeting: refers to a meeting of the members called to discuss and vote upon (if necessary) a specific topic or proposition.
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Special Resolution: means a resolution passed by a majority of not less than two-thirds (2/3) of the votes cast on that resolution.
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Interpretation
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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 these by-laws.
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Execution of Documents
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Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring execution by the Corporation may be signed by any two (2) of its officers or directors. In addition, the board may from time to time direct the manner in which and the person or persons by whom a particular document or type of document shall be executed. Any signing officer may certify a copy of any instrument, resolution, by-law or other document of the Corporation to be a true copy thereof.
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FINANCES
Financial Year End
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The financial year end of the Corporation shall be June 30th in each year.
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Banking Arrangements
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The banking business of the Corporation shall be transacted at such bank, trust company or other firm or corporation carrying on a banking business in Canada or elsewhere as the board of directors may designate, appoint or authorize from time to time by resolution. The banking business or any part of it shall be transacted by an officer or officers of the Corporation and/or other persons as the board of directors may by resolution from time to time designate, direct or authorize.
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Borrowing Powers
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The directors of the Corporation may, without authorization of the members,
borrow money on the credit of the corporation; -
issue, reissue, sell, pledge or hypothecate debt obligations of the corporation;
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give a guarantee on behalf and
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mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the corporation, owned or subsequently acquired, to secure any debt obligation of the corporation,
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For transactions over 10,000$, a special resolution shall be required. This amount can be modified as the board of directors may by resolution from time to time designate, direct or authorize.
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Annual Financial Statement
The Corporation may, instead of sending copies of the annual financial statements and other documents referred to in subsection 172(1) (Annual Financial Statements) 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 Corporation and any member may, on request, obtain an electronic copy free of charge.
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MEMBERSHIP
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Membership Conditions
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Subject to the articles, there shall be five classes of members in the Corporation, namely, Board members, Full members, Associate members, Student members and Honorary members. The board of directors of the Corporation may, by resolution, approve the admission of the members of the Corporation. Members may also be admitted in such other manner as may be prescribed by the board by resolution. The following conditions of membership shall apply:
Board members & Full members
Voting membership shall be available only to individuals who have applied and have been accepted for Board and Full membership in the Corporation.
The term of membership of a Board and Full member shall be annual, subject to renewal in accordance with the policies of the Corporation.
As set out in the articles, each Board and Full member is entitled to receive notice of, attend and vote at all meetings of members and each such Board and Full member shall be entitled to one (1) vote at such meetings.
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Associate members, Student members & Honorary members
Non-voting membership shall be available only to individuals who have applied and have been accepted for Associate, Student & Honorary membership in the Corporation.
The term of membership of a Associate, Student & Honorary member shall be annual, subject to renewal in accordance with the policies of the Corporation.
Subject to the Act and the articles, a Associate, Student & Honorary member shall not be entitled to receive notice of, attend or vote at meetings of the members of the Corporation.
Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendments to this section of the by-laws if those amendments affect membership rights and/or conditions described in paragraphs 197(1)(e), (h), (l) or (m).
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Transferring Membership
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A membership may only be transferred to the Corporation. Pursuant to Section 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to add, change or delete this section of the by-laws.
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Notice of Members Meetings
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Notice of the time and place of a meeting of members shall be given to each member entitled to vote at the meeting by telephonic, electronic or other communication facility to each member entitled to vote at the meeting, during a period of 21 to 35 days before the day on which the meeting is to be held. If a member requests that the notice be given by non-electronic means, the notice will be sent by mail, courier or personal delivery.
Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to the by-laws of the Corporation to change the manner of giving notice to members entitled to vote at a meeting of members.
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Members Calling a Members Meeting
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The board of directors shall call a special meeting of members in accordance with Section 167 of the Act, on written requisition of members carrying not less than 5% of the voting rights. If the directors do not call a meeting within twenty-one (21) days of receiving the requisition, any member who signed the requisition may call the meeting.
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Absentee Voting at Members Meeting
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Pursuant to section 171(1) (Absentee Voting) of the Act, a member entitled to vote at a meeting of members may vote by means of a telephonic, electronic or other communication facility if the Corporation receives the vote 10 days before the Meeting ans if the Corporation has a system that:
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enables the votes to be gathered in a manner that permits their subsequent verification, and
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permits the tallied votes to be presented to the Corporation without it being possible for the Corporation to identify how each member voted.
Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to the by-laws of the Corporation to change this method of voting by members not in attendance at a meeting of members.
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Membership Dues
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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 Corporation.
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Termination of Membership
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A membership in the Corporation is terminated when:
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the member dies or resigns;
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the member is expelled or their membership is otherwise terminated in accordance with the articles or by-laws;
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the member's term of membership expires; or
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the Corporation is liquidated and dissolved under the Act.
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Effect of Termination of Membership
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Subject to the articles, upon any termination of membership, the rights of the member, including any rights in the property of the Corporation, automatically cease to exist.
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Discipline of Members
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The board shall have authority to suspend or expel any member from the Corporation for any one or more of the following grounds:
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violating any provision of the articles, by-laws, or written policies of the Corporation;
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carrying out any conduct which may be detrimental to the Corporation as determined by the board in its sole discretion;
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for any other reason that the board in its sole and absolute discretion considers to be reasonable, having regard to the purpose of the Corporation.
In the event that the board determines that a member should be expelled or suspended from membership in the Corporation, the president, 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 written submissions to the president, or such other officer as may be designated by the board, in response to the notice received within twenty (20) additional days. In the event that no written submissions are received by the president, the president, 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 Corporation. If written submissions are received in accordance with this section, the board will 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 submissions. The board's decision shall be final and binding on the member, without any further right of appeal.
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Proposals nominating Directors at Annual Members’ Meeting
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Subject to the Regulations under the Act, any proposal may include nominations for the election of directors if the proposal is signed, electronically or physically, by not less than 10% of members entitled to vote at the meeting at which the proposal is to be presented.
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Place of Members’ Meetings
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Subject to compliance with section 159 (Place of Members' Meetings) of the Act, meetings of the members may be held at any place within Canada determined by the board or, if all of the members entitled to vote at such meeting so agree, outside Canada.
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Persons entitled to be Present at Members’ Meetings
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The only persons entitled to be present at a meeting of members shall be those entitled to vote at the meeting, the directors and the public accountant of the Corporation and such other persons who are entitled or required under any provision of the Act, articles or by-laws of the Corporation to be present at the meeting. Any other person may be admitted only on the invitation of the chair of the meeting or by resolution of the members.
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Chair of Members’ Meetings
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In the event that the president of the board and the vice-president of the board are absent, the priority to chair the meeting shall be in accordance to seniority in the executive committee.
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Quorum at Members’ Meetings
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A quorum at any meeting of the members (unless a greater number of members are required to be present by the Act) shall be a majority of the members entitled to vote at the meeting. If a quorum is present at the opening of a meeting of members, the members present may proceed with the business of the meeting even if a quorum is not present throughout the meeting.
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Voting at Members’ Meetings
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At any meeting of members every question shall, unless otherwise provided by the articles or by-laws or by the Act, be determined by a majority of the votes cast on the questions. In case of an equality of votes either on a show of hands or on a ballot or on the results of electronic voting, the chair of the meeting in addition shall have a casting vote.
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Participation by Electronic Means at Members’ Meetings
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If the Corporation chooses to make available a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during a meeting of members, any person entitled to attend such meeting may participate in the meeting by means of such telephonic, electronic or other communication facility in the manner provided by the Act. A person participating in a meeting by such means is deemed to be present at the meeting. Notwithstanding any other provision of this by-law, any person participating in a meeting of members pursuant to this section who is entitled to vote at that meeting may vote, in accordance with the Act, by means of any telephonic, electronic or other communication facility that the Corporation has made available for that purpose.
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Members’ Meetings Held Entirely by Electronic Means
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Meetings of members may not be held entirely by telephonic, an electronic or other communication facility.
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BOARD OF DIRECTORS
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Number of Directors
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The board shall consist of the number of directors specified in the articles. If the articles provide for a minimum and maximum number of directors, the board shall be comprised of the fixed number of directors as determined from time to time by the members by ordinary resolution or, if the ordinary resolution empowers the directors to determine the number, by resolution of the board. In the case of a soliciting corporation the minimum number of directors may not be fewer than three (3), at least two of whom are not officers or employees of the Corporation or its affiliates.
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Term of Office of Directors
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The directors shall be elected to hold office for a 2-year term expiring not later than the close of the annual meeting of members following the election. The term can be renewed up to three times. After the third time, the director cannot be elected again for one term. If a Director is absent for three consecutive board meetings, that board members could be expelled from the board by ordinary resolution.
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Calling of Meetings of Board of Directors
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Meetings of the board may be called by the president of the board, the vice-president of the board or any two (2) directors at any time; provided that for the first organization meeting following incorporation, such meeting may be called by any director. If the Corporation has only one director, that director may call and constitute a meeting.
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Notice of Meeting of Board of Directors
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Notice of the time and place for the holding of a meeting of the board shall be given to every director of the Corporation not less than 30 days before the time when the meeting is to be held by one of the following methods:
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by telephonic, electronic or other communication facility at the director's recorded address for that purpose; or
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by an electronic document in accordance with Part 17 of the Act.
Notice of a meeting shall not be necessary if all of the directors are present, and none objects to the holding of the meeting, or if those absent have waived notice of or have otherwise signified their consent to the holding of such meeting. Notice of an adjourned meeting is not required if the time and place of the adjourned meeting is announced at the original meeting. Unless the by-law otherwise provides, no notice of meeting need specify the purpose or the business to be transacted at the meeting except that a notice of meeting of directors shall specify any matter referred to in subsection 138(2) (Limits on Authority) of the Act that is to be dealt with at the meeting.
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Regular Meetings of the Board of Directors
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The board may appoint a day or days in any month or months for regular meetings of the board at a place and hour to be named. A copy of any resolution of the board fixing the place and time of such regular meetings of the board shall be sent to each director forthwith after being passed, but no other notice shall be required for any such regular meeting except if subsection 136(3) (Notice of Meeting) of the Act requires the purpose thereof or the business to be transacted to be specified in the notice.
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Voting at Board of Directors’ Meetings
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At all meetings of the board, every question shall be decided by a majority of the votes cast on the question. In case of an equality of votes, the president of the meeting shall have a casting vote.
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Committees of the Board of Directors
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The board may from time to time appoint any committee or other advisory body, as it deems necessary or appropriate for such purposes and, subject to the Act, with such powers as the board shall see fit. Any such committee may formulate its own rules of procedure, subject to such regulations or directions as the board may from time to time make. Any committee member may be removed by resolution of the board of directors.
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Appointment of Officers
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The board may designate the offices of the Corporation, appoint officers on an annual or more frequent basis, specify their duties and, subject to the Act, delegate to such officers the power to manage the affairs of the Corporation. A director may be appointed to any office of the Corporation. An officer need be a director unless these by-laws otherwise provide. Two or more offices may be held by the same person.
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Officers of the Corporation
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Unless otherwise specified by the board (which may, subject to the Act modify, restrict or supplement such duties and powers), the offices of the Corporation, if designated and if officers are appointed, shall have the following duties and powers associated with their positions:
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Chair of the Board – The chair of the board, if one is to be appointed, shall be a director. The chair of the board, if any, shall, when present, preside at all meetings of the board of directors and of the members. The chair shall have such other duties and powers as the board may specify.
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President – If appointed, the president shall be the chief executive officer of the Corporation and shall be responsible for implementing the strategic plans and policies of the Corporation. The president shall, subject to the authority of the board, have general supervision of the affairs of the Corporation. The president shall be the Chair of the Board.
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Vice-president of the Board – The vice-president of the board, if one is to be appointed, shall be a director. If the president of the board is absent or is unable or refuses to act, the vice-president of the board, if any, shall, when present, preside at all meetings of the board of directors and of the members. The vice-president shall have such other duties and powers as the board may specify.
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Secretary – If appointed, the secretary shall attend and be the secretary of all meetings of the board, members and committees of the board. The secretary shall enter or cause to be entered in the Corporation's minute book, minutes of all proceedings at such meetings; the secretary shall give, or cause to be given, as and when instructed, notices to members, directors, the public accountant and members of committees; the secretary shall be the custodian of all electronic books, papers, records, documents and other instruments belonging to the Corporation.
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Treasurer – If appointed, the treasurer shall have such powers and duties as the board may specify.
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Officer Vacancies
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In the absence of a written agreement to the contrary, the board may remove, whether for cause or without cause, any officer of the Corporation. Unless so removed, an officer shall hold office until the earlier of:
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the officer's successor being appointed,
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the officer's resignation,
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such officer ceasing to be a director (if a necessary qualification of appointment) or
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such officer's death.
If the office of any officer of the Corporation shall be or become vacant, the directors may, by resolution, appoint a person to fill such vacancy.
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MISCELANEA
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Method of Giving Notice
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Any notice (which term includes any communication or document), other than notice of a meeting of members or a meeting of the board of directors, to be given (which term includes sent, delivered or served) pursuant to the Act, the articles, the by-laws or otherwise to a member, director, officer or member of a committee of the board or to the public accountant shall be sufficiently given:
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if sent to such person by telephonic, electronic or other communication facility at such person's recorded address for that purpose; or
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if provided in the form of an electronic document in accordance with Part 17 of the Act.
The secretary may change or cause to be changed the recorded address of any member, director, officer, public accountant or member of a committee of the board in accordance with any information believed by the secretary to be reliable. The declaration by the secretary that notice has been given pursuant to this by-law shall be sufficient and conclusive evidence of the giving of such notice.
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Invalidity of Provisions of This By-Law
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The invalidity or unenforceability of any provision of these By-laws shall not affect the validity or enforceability of the remaining provisions.
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Omissions and Errors
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The accidental omission to give any notice to any member, director, officer, member of a committee of the board or public accountant, or the non-receipt of any notice by any such person where the Corporation has provided notice in accordance with the by-laws or any error in any notice not affecting its substance shall not invalidate any action taken at any meeting to which the notice pertained or otherwise founded on such notice.
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Mediation and Arbitration
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Disputes or controversies among members, directors, officers, committee members, or volunteers of the Corporation are as much as possible to be resolved in accordance with mediation and/or arbitration as provided in the section on dispute resolution mechanism of this by-law.
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Dispute Resolution Mechanisms
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In the event that a dispute or controversy among members, directors, officers, committee members or volunteers of the Corporation arising out of or related to the articles or by-laws, or out of any aspect of the operations of the Corporation is not resolved in private meetings between the parties then without prejudice to or in any other way derogating from the rights of the members, directors, officers, committee members, employees or volunteers of the Corporation as set out in the articles, by-laws or the Act, and as an alternative to such person instituting a lawsuit or legal action, such dispute or controversy shall be settled by a process of dispute resolution as follows:
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The dispute or controversy shall first be submitted to a panel of mediators whereby the one party appoints one mediator, the other party (or if applicable the board of the Corporation) appoints one mediator, and the two mediators so appointed jointly appoint a third mediator. The three mediators will then meet with the parties in question in an attempt to mediate a resolution between the parties.
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If the parties are not successful in resolving the dispute through mediation, then the parties agree that the dispute shall be settled by arbitration before a single arbitrator, who shall not be any one of the mediators referred to above, in accordance with the provincial or territorial legislation governing domestic arbitrations in force in the province or territory where the registered office of the Corporation is situated or as otherwise agreed upon by the parties to the dispute. The parties agree that all proceedings relating to arbitration shall be kept confidential and there shall be no disclosure of any kind. The decision of the arbitrator shall be final and binding and shall not be subject to appeal on a question of fact, law or mixed fact and law.
All costs of the mediators appointed in accordance with this section shall be borne equally by the parties to the dispute or the controversy. All costs of the arbitrators appointed in accordance with this section shall be borne by such parties as may be determined by the arbitrators.
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By-Laws and Effective Date
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Subject to the articles, the board of directors may, by resolution, make, amend or repeal any by-laws that regulate the activities or affairs of the Corporation. 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.
This section does not apply to a by-law that requires a special resolution of the members according to subsection 197(1) (fundamental change) of the Act because such by-law amendments or repeals are only effective when confirmed by members.
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Effective Date
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Subject to matters requiring a special resolution, this by-law shall be effective when made by the board.
CERTIFIED to be By-Law Number 1 of the Corporation, as enacted by the directors of the Corporation by resolution on the 2nd day of March, 2019 and confirmed by the members of the Corporation by special resolution on the 2nd day of March, 2019.
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DATED the 2nd day of March, 2019.
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Valérie Hénault
Creatura Micro_Connectomica, 2017.
Andrea Peña, Alexandra Bachmayer, Jade Séguéla & Chris Salmon.
Elastic web, rubber cords, servo motors, microcontrollers & steel structure.
Photo by Cristian Zaelzer.
Starlight Gone, 2019.
Elizabeth Parent & Liam O'Leary.
Wire, LED lights, music, proximity sensors.
Photo by Cristian Zaelzer.
