In this By-law and all other By-laws of the Corporation, unless the context otherwise requires:
“Act” means the Canada Not-For-Profit Corporations Act 5.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;
“Articles” means the original or restated Articles of incorporation or Articles of amendment, amalgamation, continuance, reorganization, arrangement or revival of the Corporation;
“Board” or “Board of Directors” means the means the Board of Directors of the Corporation and
“Director” means a member of the Board;
“By-law” means this by-law and any other by-laws of the Corporation as amended and which are, from time to time, in force and effect;
“Corporation” means the The Canadian Beef Breeds Council;
“Delegate” means an individual who is the designated representative of a member which is a corporation or other entity, authorized by that member to represent the member at all meetings of the members of the Corporation, provided that the member has delivered written notice of such appointment to the Executive Director of the Corporation;
“Executive Director” means the person appointed as such pursuant to section 32 hereof;
“Fundamental Change” means major structural changes to the Corporation (e.g., amalgamations, continuances or reorganizations), and/or by-law or amendment that includes changes to the conditions for membership; the rights and conditions on any class or group of members; the method of giving notice of a members’ meeting; and the manner of voting at a members’ meeting.
“Ordinary resolution” means a resolution passed by a majority of not less than 50% plus 1 of the votes cast on that resolution;
“Proxy” means a completed and executed written authorization determined by the Directors by means of which a Member appoints a proxyholderto attend and act on the Member’s behalf at a meeting of the Members;
“Regulations” means the regulations made under the Act, as amended, restated or in effect from time to time;
“Special resolution” means a resolution passed by a majority of not less than two-thirds (2/3) of the votes cast on that resolution.
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.
The headings used in the By-laws are inserted for reference purposes only and are not to be considered or taken into account in construing the terms or provisions thereof or to be deemed in any way to clarify, modify or explain the effect of any such terms or provisions.
These By-laws shall be interpreted broadly and generously, except where prohibited by the Act.
3. Corporate Seal
The seal, an impression whereof is stamped in the margin hereof, shall be the seal of the Corporation. The seal shall be retained in the custody of the Executive Director of the Corporation.
4. Execution of Documents
Contracts, documents or 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 person authorized to sign any document may affix the corporate seal to the document. 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.
5. Financial Year End
The financial year end of the Corporation shall be December 31 in each year.
6. Banking Arrangements
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.
7. Borrowing Powers
If authorized by a resolution of the Directors and confirmed by ordinary resolution of the members, the Directors of the Corporation may from time to time:
i. borrow money on the credit of the Corporation;
ii. issue, reissue, sell, pledge or hypothecate debt obligations of the Corporation; and
iii. 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.
Any borrowing by-law may provide for the delegation of such powers by the Directors to such officers or Directors of the Corporation to such extent and in such manner as may be set out in the By-law. Nothing herein limits or restricts the borrowing of money by the Corporation on bills of exchange or promissory notes made, drawn, accepted or endorsed by or on behalf of the Corporation.
8. Annual Financial Statements
The Corporation may, instead of sending copies of the annual financial statements and other documents referred to in the Act to the members, publish a notice to its members stating that the annual financial statements and documents provided in the Act are available at the registered office of the Corporation and any member may, on request, obtain a copy free of charge at the registered office or by prepaid mail.
9. Membership Conditions
There shall be two classes of members in the Corporation, namely, regular members and associate 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 term of such membership shall be annual, subject to renewal in accordance with the policies of the Corporation. An official Delegate shall be designated by each
member which is a corporation or other entity to represent it at meetings of the members. The Delegates of the regular members shall be eligible for nomination to the Board of Directors.
The following categories of membership shall apply:
Any duly constituted national beef cattle association incorporated under the Animal Pedigree Act may be admitted, upon application to the Board, to regular membership in the Corporation.
There shall be three categories of regular membership based on the number of cattle registrations
processed by the member in the preceding calendar year, as follows:
i. Those members registering or recording more than 10,000 animals shall be designated “Category 1” members;
ii. Those members registering or recording more than 1,500 animals but fewer than 10,000 animals shall be designated “Category 2” members;
iii. Those members registering or recording 1,500 animals or fewer shall be designated “Category 3” members.
Any person, agency, educational institution, foundation, society or Corporation not otherwise eligible for regular membership in the Corporation may, upon application to the Board be admitted to associate membership in the Corporation.
10. Membership Dues
The amounts of membership dues payable by each class and category of membership shall be set by the Board of Directors from time to time. Members shall be notified in writing of the membership dues payable by them. Payment of membership dues is due upon billing and a member may not vote at any meeting of the Corporation if it has not paid its dues in full by the date of the meeting.
11. Termination of Membership
A membership in the Corporation is terminated when:
i. the member, if a corporation, dissolved or if an individual, dies;
ii. a member fails to maintain any qualifications for membership described in sections 9 and 10 of this By-law;
iii. the member resigns by delivering a written resignation to the chair of the Board of the Corporation in which case such resignation shall be effective on the date specified in the resignation;
iv. the member is expelled in accordance with any discipline of members under section 13 hereof or is otherwise terminated in accordance with the Articles or By-laws;
v. the member’s term of membership expires; or
vi. the Corporation is liquidated or dissolved under the Act.
Formal notification of membership termination shall be provided to an affected member along with information regarding any procedures for reinstatement of membership.
12. Effect of Termination of Membership
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.
13. Discipline of Members
The Board shall have authority to suspend or expel any member and any Delegate from the Corporation for any one or more of the following grounds:
1. violating any provision of the Articles, By-law or written policies of the Corporation;
2. carrying out any conduct which may be detrimental to the Corporation as determined by the Board in its sole discretion;
3. 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 as well as reasons for the proposed suspension or expulsion. The member may submit in writing to the president, or such other officer as may be designated by the Board, its response to the notice received within such twenty
(20) day period. 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.
MEETINGS OF THE MEMBERS
14. Calling Meetings of the Members
The annual general meeting of the members of the Corporation shall be held at any place within Canada at such day and time as may be determined by the Board of Directors each year. The President or the Vice-President or the Board may at any time call a special general meeting of the members of the Corporation.
15. Members Calling a Meeting of the Members
The Board of Directors shall call a special general meeting of members on the written requisition of regular members of the Corporation representing no less than 5% of the regular membership. If the Directors do not call a special general meeting within twenty-one (21) days of receiving the requisition, any member who signed the requisition may call the meeting.
16. Adjourned Meetings of the Members
A meeting of members may be adjourned from time to time and from place to place, but no business may be transacted at an adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
When a meeting of members is adjourned for more than 30 days, notice of the adjourned meeting shall be given in the same manner as the notice of the original meeting.
Except as provided in this By-law, it is not necessary to give notice of an adjournment or of the business to be transacted at an adjourned meeting of members.
17. Persons Entitled to be Present at Members’ Meetings
The only persons entitled to be present at a meeting of the members shall be the members, the Delegates of corporate members, the Directors, the public accountant of the Corporation and such other persons who are entitled under the Act, the Articles or the By-laws of the Corporation to be present at a meeting of members. Any other person may be admitted upon the invitation of the chair of the meeting or by resolution of the members.
18. Chair of Meetings of the Members
In the absence of the President and Vice-President, the Delegates of the regular members present shall choose another Director as chair and, if no Director is present or if all Directors present decline to act as chair, the Delegates of the regular members present shall choose one of the Delegates of the regular members present to be chair. Subject to the Act and the By-law, a general meeting may adopt rules of order, but if it does not do so, then the most recent edition of Robert’s Rules of Order shall be used.
19. Quorum at Meetings of the Members
A quorum at any meeting of the members (unless a greater number of members are required to be present by the Act) shall be 50 percent of the regular members entitled to vote at the meeting. No business, other than the election of a chair for the meeting, if required, and the adjournment or termination of the meeting, can be conducted at a meeting of members at a time when a quorum is not present.
20. Votes to Govern at Meetings of the Members
At any meeting of the members, every question shall, unless otherwise provided in the Articles or the By-Jaws or by the Act, be determined by a majority of the votes cast on the question. Members which are corporations shall vote by their Delegates. Category 1 regular members may cast two (2) votes per member and Category 2 regular members, Category 3 regular members and associate members may cast one (1) vote per member.
Members unable to be present at a meeting of members may authorize another person to cast their vote by proxy provided proper authorization is received in writing in the manner prescribed by the Board of Directors.
The chair of the meeting, if also a delegate of a member, shall have the right to vote as a delegate at the meeting, in his or her capacity as a delegate.
Voting shall be by a show of hands, except:
a. where otherwise required,
b. in an election of Directors, or
c. when a secret ballot is requested before a vote is taken, and authorized by a majority of voting members, on a show of hands.
A resolution proposed at a meeting of members must be seconded, and the chair shall not move or propose a resolution.
21. Participation by Electronic Means at Members’ Meetings
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.
22. Members’ Meeting Held Entirely by Electronic Means
If the Directors or members of the Corporation call a meeting of members pursuant to the Act, those Directors or members, as the case may be, may determine that the meeting shall be held, in accordance with the Act and the Regulations, entirely by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting.
23. Notice of Meetings of the Members
Notice of the time and place of a meeting of members shall be given to each member entitled to vote at the meeting by the following means:
i. by mail, courier or personal delivery to each member entitled to vote at the meeting, during a period of 21 to 60 days before the day on which the meeting is to be held; or
i.i. 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.
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 does not invalidate any action taken at any meeting to which the notice pertained or otherwise founded on such notice.
A member may at any time waive notice of a meeting of members and may ratify, approve and confirm any or all proceedings taken or had at the meeting.
For the purpose of sending notice to any member for any meeting or otherwise, the address of the member shall be the member’s last address recorded on the books of the Corporation.
Notice of a meeting of members must, when a special resolution will be proposed, contain sufficient information to permit members to form a reasoned judgment on the decision to be taken.
BOARD OF DIRECTORS
24. Number of Directors
The Board shall consist of not fewer than three (3) Directors and not more than nine (9) Directors, at least two of whom shall not be officers or employees of the Corporation or its affiliates. Only Delegates appointed by members of the Corporation are eligible to be elected to the Board.
25. Term of Office of Directors
Directors shall be elected for a term of two years and a Director may serve for a maximum of three (3) two-year terms. At the first election of Directors following approval of this By-law, no more than five (5) Directors shall be elected for a regular two-year term and no more than four (4) Directors shall be elected for an exceptional one-year term. Thereafter four (4) Directors shall be elected in the second year following approval of this By-law for a term of two years and five (5) Directors shall be elected for a two year term in the third year following the approval of this By-law. The elections of four and five
Directors for two year terms shall alternate thereafter.
26. Calling of Meetings of Board of Directors
Meetings of the Board may be called by the President, the Vice- President or any two (2) Directors at any time. There shall be not less than one meeting of the Board of Directors of the Corporation each year.
27. Notice of Meeting of Board of Directors
Notice of any meeting of Directors stating the day, hour and place of meeting shall be given to each director at least ten (10) business days before the meeting is to take place.
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 meeting being held in their absence. 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 for those matters referred to in the Act.
No error or omission in giving notice of any meeting of the Board, or any adjourned meeting of the Board, invalidates such a meeting or makes void any proceedings taken thereat, and any director may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had at that meeting.
For the first meeting of the Board of Directors to be held immediately following the election of Directors at an annual or special general meeting of the members or for a meeting of the Board of Directors at which a director is appointed to fill a vacancy in the Board, no notice of such meeting shall be necessary to the newly elected or appointed Director or Directors in order for the meeting to be duly constituted, provided that a quorum of the Directors is present.
28. Regular Meetings of the Board of Directors
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 the Act requires the purpose of the meeting or the business to be transacted to be specified in the notice.
29. Votes to Govern at Meetings of the Board of Directors
A quorum of the Board is a majority of Directors then in office. Except where otherwise required, at all meetings of the Board, every question must be decided by a majority of the votes cast on the question.
No act or proceeding of the Board is invalid only by reason that there are fewer Directors in office than the number required by this By-law.
30. Committees of the Board of Directors
The Board may from time to time appoint any committee or other advisory body as it deems necessary or appropriate for such purposes and 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. A committee sits at the pleasure of the Board
The President shall have the right to receive notice of, to attend, to speak at, but not to vote at all committee meetings. The President shall have the right to vote at meetings of any committees of which the President has been appointed as a member.
31. Removal of Directors
The members of the Corporation may by Ordinary Resolution at a special general meeting remove any Director or Directors from office.
A vacancy created by the removal of a Director may be filled at the meeting of the members at which the Director is removed. A vacancy in the Board resulting from the removal of a Director or the failure to elect the maximum number of Directors provided for in this By-law may be filled only at a meeting of the members.
32. Appointment of Executive Director
The Board shall appoint an Executive Director, who shall not be member of the Board of Directors and who shall not be subject to the four year restriction on holding office which applies for other officers. The Board shall set remuneration and terms and conditions of employment of the Executive Director who shall act as the general manager of the Corporation.
33. Appointment of Officers
The Board may designate the officers of the Corporation, appoint officers annually from among the members of the Board, specify their duties and, and subject to the Act, delegate to such officers the power to manage the affairs of the Corporation. Two or more offices may be held by the same person. The Officers may, where deemed necessary by the Board, include a President, Vice-President, Treasurer, and Secretary, and any other offices deemed by the Board to be necessary to the Corporation. An individual officer cannot hold a particular office for more than four (4) consecutive terms of one year each, provided that the officer also remains a Director throughout the term. An individual may, after serving four (4) consecutive terms in a particular office, be appointed to a different office for up to four (4) consecutive terms.
34. Description of Offices
Unless otherwise specified by the Board, the offices of the Corporation, if so designated and if officers are appointed, shall have the following duties and powers associated with their positions:
i. President – The President shall be the Chair of the Board and when present, preside at all meetings of the Board of Directors and of the members. The President shall ensure that all resolutions of the Board are carried out. The President shall be responsible for overseeing the implementation of strategic plans and policies of the organization and shall have such other duties and powers as the Board may specify.
ii. Vice-President- The Vice- President, if appointed, shall assist the President. If the President is absent or is unable or unwilling to act, the Vice-President shall, when present, preside at all meetings of the Board of Directors and of the members. The vice-chair shall have such other duties and powers as the Board may specify.
iii. Treasurer – If appointed, the Treasurer shall have such powers and duties as the Board may specify.
iv. Secretary – If appointed, the Secretary shall attend and be the secretary of all meetings of the Board and members of the Corporation. 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 books, papers, records, documents and other instruments belonging to the Corporation.
35. Vacancy in Office
In the absence of a written agreement to the contrary, the officers, other than the Executive Director, serve at the pleasure of the Board and 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:
a. the officer’s successor being appointed,
b. the officer’s resignation,
c. such officer ceasing to be a Director (if a necessary qualification of appointment) or
d. such officer’s death or incapacity.
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.
36. Method of Giving Any Notice
Any notice other than notice of a meeting of members or a meeting of the Board of Directors, to be given 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:
a) if delivered personally to the person to whom it is to be given or if delivered to such person’s address as shown in the records of the Corporation or in the case of notice to a director to the latest address as shown in the last notice that was sent by the Corporation in accordance with the Act’ and received by the Director;
b) if mailed to such person at such person’s recorded address by prepaid ordinary or air mail;
c) if sent to such person by telephonic, electronic or other communication facility at such person’s recorded address for that purpose; or
d) if provided in the form of an electronic document in accordance with the Act.
A notice so delivered shall be deemed to have been given when it is delivered personally or to the recorded address as aforesaid; a notice so mailed shall be deemed to have been given when deposited in a post office or public letter box; and a notice so sent by any means of transmitted or recorded communication shall be deemed to have been given when dispatched or delivered to the appropriate communication company or agency or its representative for dispatch. 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.
The signature of any director or officer of the Corporation to any notice or other document to be given by the Corporation may be written, stamped, type-written or printed or partly written, stamped, typewritten or printed.
37. Invalidity of any Provisions of this By-law
The invalidity or unenforceability of any provision of this By-law shall not affect the validity or enforceability of the remaining provisions of this By-law.
38. Omissions and Errors
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.
39. Dispute Resolution Mechanism
A dispute or controversy among members, Directors, officers, committee members, or volunteers of the Corporation must so far as is reasonably practicable be resolved by with mediation and/or arbitration as provided below.
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.
The number of mediators may be reduced from three to one or two upon agreement of the parties.
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.
40. Amendment of the By-laws and Effective Date
The Board of Directors may not make, amend or repeal any By-laws that regulate the activities or affairs of the Corporation without having the By-law, amendment or repeal confirmed by the members by Ordinary Resolution or Special Resolution of the members according to the Act. The By-law, amendment or repeal is only effective upon the confirmation of the members and in the form in which it was confirmed.
41. Indemnification for Expenses
The Corporation may reimburse the Directors, officers and employees for any expenses they incur on behalf of the Corporation in performing their duties.
42. Effective Date
Subject to matters requiring a special resolution of the members, this By-law shall be effective when made by the Board of Directors.
CERTIFIED to be By-law No. 1 of the Corporation, as enacted by the Directors of the Corporation by resolution on the 26th day of March, 2013 and confirmed by the members of the Corporation by special resolution on the 26th of March, 2013.
Dated as of the 29th day of March 2013
The Canadian Beef Breeds Council