I.1 Definitions

Definitions – In this by-law and all other by-laws and resolutions of the Corporation, unless the context otherwise requires:

“Act” means the Ontario Corporations Act, including the Regulations made pursuant to the Act, and any statute or regulations that may be substituted therefor, including the ONCA, as amended from time to time;

“Articles” means the original or restated Letters Patent, Supplementary Letters Patent, articles of continuance, reorganization, arrangement or revival of the Corporation, or any other similar documents;

“Board” means the Board of Directors of the Corporation;

“By-Law” means this by-law and all other by-laws of the Corporation as amended and which are, from time to time, in force and effect;

“Director” means a member of the Board;

“Ex-officio” means membership, election, or appointment by virtue of office and incudes all rights, responsibilities, and power to vote except where otherwise specifically provided;

“Extraordinary resolution” means a resolution passed by at least eighty-percent (80%) of the votes cast at a special meeting of Members;

“Meeting of Members” includes an annual meeting of Members and a special meeting of Members;

“Member” means a member of the Corporation;

“ONCA” means the Ontario Not-for-Profit Corporations Act, 2010;

“Ordinary resolution” means a resolution passed by a majority of votes cast on that resolution;

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

“Special meeting of Members” means a special meeting of all Members entitled to vote at an annual meeting of Members and a meeting of any class or classes of Members entitled to vote on the question at issue; and

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

I.2 Interpretation

In the interpretation of this By-Law, unless the context otherwise requires, the following rules shall apply:

(a) except where specifically defined in this By-Law, words, terms and expressions appearing in this By-Law shall have the meaning ascribed to them under the Act;

(b) words importing the singular number only shall include the plural and vice versa;

(c) the word “person” shall mean an individual, body corporate, a partnership, a trust, a joint venture or an unincorporated association or organization;

(d) the headings used in the By-Law are inserted for reference purposes only and are not to be considered or taken into account in construing the terms or provisions of the By-Law or to be deemed in any way to clarify, modify or explain the effect of any such terms or provisions; and

(e) except where specifically stated otherwise, references to actions being taken “in writing” or similar terms shall include electronic communication and references to “address” or similar terms shall include e-mail address. It is the intent of the Corporation to use electronic communication whenever possible.

II.1 Registered Office – The registered office of the Corporation shall be situated in the City of Newmarket, Ontario or as otherwise set by the Board.

II.2 Corporate Seal –The Corporation may, but need not, have a corporate seal. If adopted, the seal shall be in the form approved from time to time by the Board and the Secretary of the Corporation shall be the custodian of the corporate seal.

II.3 Fiscal Year – The fiscal year of the Corporation shall end on December 31st of each year or as otherwise set by the Board.

II.4 Execution of Documents – Deeds, licences, contracts, and other written documents (collectively, “Documents”) shall be signed by the President and Treasurer, if either is unavailable a Director may sign on their behalf. The Board may also from time to time direct the manner in which and the person or persons by whom Documents generally and/or 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.

II.5 Banking – The banking business of the Corporation shall be transacted at such bank, trust company or other firm carrying on a banking business in Canada or elsewhere as the Board 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 may by resolution from time to time designate, direct or authorize.

II.6 Vacancy of Auditor – The Board shall immediately fill a vacancy in the position of auditor or person appointed to conduct a review engagement. The Board shall fix the remuneration of the auditor or person appointed to conduct a review engagement. Such individual shall be duly licensed under the laws of the Province of Ontario, and shall not be a Director, an officer, or an employee of the Corporation, or a partner, employer, or employee of any such person.

II.7 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.

III.1 Membership Conditions – Subject to the Articles, there shall be two classes of Members: Municipal Members and Affiliate Members.

(a) Municipal Members:

(i) Each Municipal Member shall be a municipality, local board or commission, public hydro electric or gas utilities corporation where the municipality retains controlling shareholder interest, or other levels of government that offer municipal services.

(ii) Each Municipal Member must also be engaged in public service delivery research, operations, management, or strategy and policy development.

(iii) Each Municipal Member shall be entitled to receive notice of, attend, and cast one vote at Meetings of Members.

(iv) Municipal Members shall have full access to the Corporation’s website (password protected)

(v) Municipal Members shall pay an annual membership fee that will cover all staff from the relevant municipality. The fee shall be levied on the basis of population as follows:

● Population under 20,000

● Population 20,001 to 100,000

● Population 101,000 to 300,000

● Population 301,000 to 500,000

● Population > 500,000

The amount of the membership fee will be reviewed by the Board each year and the amounts will be approved at the annual Meeting of Members as part of the annual budget. The membership fee must paid in one installment not later than March 31st of each year, for the following year. If the fee is not paid by the due date, the Member in default shall thereupon automatically cease to be a Member, but such Member, upon payment of the unpaid fee in full, may be reinstated at the discretion of the Board. The Board shall have the discretion to adjust, prorate, or waive an established membership fee.

(b) Affiliate Members:

(i) Each Affiliate Member shall be a Federal or Provincial government department, a board, a commission, a recognized service agency, a professional association, or another related interested party approved by the Board.

(ii) Each Affiliate Member must also be engaged in public service delivery research, operations, management, or strategic and policy development.

(iii) An Affiliate Member shall be entitled to receive notice of, but shall not be entitled to attend or vote at, a Meeting of Members (unless permitted otherwise by the Act).

(iv) Affiliate Members shall have such access to the Corporation’s website as determined by the Board.

(v) Affiliate Members shall pay a membership fee that will cover all staff from the Affiliate Member. The amount of the fee, and the waiver of the fee, will be determined at the discretion of the Board. The membership fee must paid in one installment not later than March 31st of each year, for the following year. If the fee is not paid by the due date, the Member in default shall thereupon automatically cease to be a Member, but such Member, upon payment of the unpaid fee in full, may be reinstated at the discretion of the Board.

III.2 Transferability of Membership – A Membership cannot be transferred.

III.3 Termination of Membership – The rights of a Member lapse and cease to exist when the membership terminates for any of the following reasons:

(a) the Member is dissolved or its existence is otherwise terminated;

(b) the Member is expelled or the Member’s membership is otherwise terminated in accordance with the Articles or Section 3.5 below;

(c) the Member fails to pay the required dues in accordance with Section 3.1;

(d) the Member’s term of membership expires; or

(e) the Corporation is liquidated or dissolved pursuant to the Act.

Subject to the Articles, upon any termination of membership, the rights of the Member automatically cease to exist but a Member shall remain liable for payment of any amount payable by such Member to the Corporation prior to the termination of membership.

III.4 Resignation – Any Member may resign as a Member by delivering a written resignation to the Secretary (or, if the Member is the Secretary, to the President), in which case such resignation shall be effective from the date specified in the resignation or accepted by the Board, whichever is earlier.

III.5 Discipline of Members– The Board shall have the authority to suspend or expel any member of the Corporation for any one or more of the following grounds:

(a) violating any provision of the Articles, By-Law, or written policies of the Corporation;

(b) carrying out any conduct which may be detrimental to the Corporation as determined by the Board in its sole discretion; or

(c) 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 written reasons for the proposed suspension or expulsion. The Member may make written submissions to the Secretary or such other officer as may be designated by the Board, in response to the notice received within such twenty (20) day period. In the event that no written submissions are received by the Secretary or such other officer as may be designated by the Board, the Secretary 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.

IV.1 Place of Meetings –Meetings of the Members may be held at any place within Ontario determined by the Board or, if all of the Members entitled to vote at such meeting so agree, outside Ontario.

IV.2 Annual Meetings – The Board shall call an annual meeting not later than fifteen (15) months after the last preceding annual meeting and not later than six (6) months after the end of the previous fiscal year. The Board shall call an annual meeting of Members for the purpose of:

(a) considering the financial statements and reports of the Corporation required by the Act to be presented at the meeting;

(b) electing Directors and officers, as necessary;

(c) appointing the auditor or, if permitted under the Act, a person to conduct a review engagement; and

(d) if permitted under the Act, passing an extraordinary resolution to have a review engagement instead of an auditor or to not have an audit or review engagement.

Any other matters of business shall constitute special business and a special meeting will need to be held; an annual meeting and special meeting may be combined into the same meeting.

IV.3 Special Meetings – The President, the Vice-President, or the Board, may at any time call a special meeting of Members for the transaction of any business which may properly be brought before the Members. The Board shall call a special meeting of Members on written requisition of Members carrying not less than ten per cent (10%) of the voting rights. If the Board does not call a meeting within twenty-one (21) days of receiving the requisition, any Member who signed the requisition may call the meeting.

IV.4 Notice of Meetings – Notice of the time and place of a meeting of Members shall be sent to the following:

(a) to each Member entitled to vote at the meeting (which may be determined in accordance with any record date fixed by the Board or failing which, in accordance with the Act);

(b) to each Director; and

(c) to the auditor of the Corporation or to the person appointed to conduct a review engagement of the Corporation.

A notice shall be provided not less than ten (10) days and not more than fifty (50) days prior to the meeting. A notice shall be provided in accordance with the requirements of Article X of this By-Law. Notice of a meeting of Members at which special business is to be transacted shall state the nature of that business in sufficient detail to permit the Member to form a reasoned judgment on the business and provide the text of any Special Resolution or By-Law to be submitted to the meeting.

IV.5 Waiving Notice – A person entitled to notice of a meeting of Members may in any manner and at any time waive notice of a meeting of Members by sending a written waiver to the Secretary, and attendance of any such person at a meeting of Members is a waiver of notice of the meeting, except where such person attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

IV.6 Persons Entitled to be Present – 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 auditor of the Corporation. Any other person may be admitted only on the invitation of the chair of the meeting or with the consent of the meeting. If multiple individuals from a Municipal Member attend a Meeting, each shall have the right to speak but only one individual shall have the right to vote.

IV.7 Chair of the Meeting – In the event that the President and the Vice-President are absent, the Members who are present and entitled to vote at the meeting shall choose one of their number to chair the meeting.

IV.8 Quorum – A quorum at any meeting of the Members shall be a majority of the Members. For the purpose of determining quorum, a Member may be represented in person, or by teleconference and/or by other electronic means. A quorum must be maintained throughout the meeting.

IV.9 Telephonic/Electronic Meetings and Participation – A meeting of the Members may be held by telephonic or electronic means. Any person entitled to attend a meeting of Members may participate in the meeting using telephonic or electronic means that permit all participants to communicate adequately with each other during the meeting if the Corporation makes such means available. A person participating through such means is deemed to be present at the meeting.

IV.10 Adjournment – The chair of the meeting may, with the consent of the meeting, adjourn the meeting to a fixed time and place; no notice of such adjournment will need to be given to the Members so long as the adjourned meeting takes place within thirty (30) days of the original meeting. Any business may be brought before or dealt with at any adjourned meeting which might have been brought before or dealt with at the original meeting in accordance with the notice calling the same.

IV.11 Votes to Govern – All questions proposed for consideration of the Members shall be determined by ordinary resolution of the Members. In case of an equality of votes, the chair of the meeting shall have a second vote. The individual representing a Municipal Member must produce and provide to the Secretary, prior to the commencement of the Meeting, a proxy form signed by the Municipal Member authorizing him/her to sign on behalf of the Municipal Member.

IV.12 Show of Hands –Except where a ballot is demanded, voting on any question proposed for consideration at a meeting of Members shall be by show of hands, and a declaration by the chair of the meeting as to whether or not the question or motion has been carried and an entry to that effect in the minutes of the meeting shall, in the absence of evidence to the contrary, be evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the motion.

IV.13 Ballots – For any question proposed for consideration at a meeting of Members, either before or after a vote by show of hands has been taken, any Member proxy holder may demand a ballot, in which case the ballot shall be taken in such manner as the chair directs and the decision of the Members on the question shall be determined by the result of such ballot.

IV.14 Resolution in Lieu of Meeting – A resolution in writing signed by all the Members entitled to vote on that resolution at a meeting of Members is as valid as if it had been passed at a meeting of the Members. A copy of every resolution referred to above shall be kept with the minutes of meetings of Members.

V.1 Powers – The affairs of the Corporation shall be managed by a Board of Directors consisting of up to eight (8) Directors. The number of Directors shall be set in accordance with the Act, from time to time, and may be increased or decreased by Special Resolution.

V.2 Qualifications – The following persons are disqualified from being a Director:

(a) anyone who is less than 18 years of age;

(b) anyone who has been found under the Substitute Decisions Act, 1992 or under the Mental Health Act to be incapable of managing property;

(c) anyone who has been found to be incapable by any court in Canada or elsewhere;

(d) anyone who is not an individual; or

(e) anyone who has the status of bankrupt.

V.3 Election and Term – The Members shall elect Directors by ordinary resolution at each annual meeting at which an election of Directors is required. Unless determined otherwise by an ordinary resolution of the Members, each Director shall be elected for a three (3) year term. No individual may serve as a Director for more than two (2) consecutive terms, unless determined otherwise by the Members. An individual who has served the maximum period of time as a Director shall be eligible for re-election as a Director after the passage of one (1) year following his/her retirement as a Director. A Director must consent to hold office before or within ten (10) days of the election or appointment.

V.4 Vacation of Office – A Director ceases to hold office when the Director dies, resigns, is removed from office by the Members, or becomes disqualified to serve as Director.

V.5 Resignation – A Director may resign from office by giving a written resignation to the Secretary (or the President, if the Director resigning is also the Secretary) and such resignation shall become effective when received by the Secretary or President, as appropriate, or at the time specified in the resignation, whichever is later. A Director will be deemed to have resigned upon his/her failure to attend three (3) consecutive meetings of the Board.

V.6 Removal –The Members may, by Ordinary resolution passed at a meeting of Members, remove any Director from office before the expiration of the Director’s term and may elect a qualified individual to fill the resulting vacancy for the remainder of the term of the Director so removed, failing which such vacancy may be filled by the Board.

V.7 Vacancies – Subject to Section 5.6, a vacancy on the Board may be filled for the remainder of the term by a qualified individual by Ordinary resolution of the Directors.

V.8 Remuneration and Expenses –The Directors and officers of the Corporation may not receive remuneration for their duties as such or for any other services to the Corporation performed in a different capacity. Any Director or officer of the Corporation may receive reimbursement for their expenses incurred on behalf of the Corporation.

V.9 Borrowing Powers – The Directors of the Corporation may, without authorization of the Members, on behalf of the Corporation:

(a) borrow money on the credit of the Corporation;

(b) issue, reissue, sell, pledge or hypothecate debt obligations of the Corporation;

(c) give a guarantee on behalf of the Corporation to secure performance of an obligation of any person; and

(d) mortgage, 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.

VI.1 Place of Meetings – Meetings of the Board may be held at the registered office of the Corporation or at any other place within or outside of Canada as the Board may determine.

VI.2 Calling of Meetings –Meetings of the Board may be called by the President or VicePresident, or by the Secretary upon direction in writing of any two (2) Directors, or by the Secretary upon direction of the President or Vice-President.

VI.3 Notice of Meeting – Notice of the time and place for the holding of a meeting of the Board shall be given in the manner provided in Article X of this By-Law to every Director of the Corporation not less than seven (7) days before the time when the meeting is to be held. 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. A notice of meeting need not specify the purpose or the business to be transacted at the meeting.

VI.4 Quorum – A majority of the Directors constitutes a quorum at any meeting of the Board. For the purpose of determining quorum, a Director may be present in person, or by teleconference and/or by other electronic means. A quorum must be maintained throughout the meeting.

VI.5 Resolutions in Writing – A resolution in writing, signed by all the Directors entitled to vote on that resolution at a meeting of Directors or of a committee of Directors, shall be as valid as if it had been passed at a meeting of Directors or committee of Directors. A copy of every such resolution in writing shall be kept with the minutes of the proceedings of the Directors or committee of Directors.

VI.6 Participation at Meeting by Telephone or Electronic Means – A Director may, if all Directors are in agreement and have provided their consent, participate in a meeting of Directors or of a committee of Directors using telephonic or electronic means that permits all participants to communicate adequately with each other during the meeting. A Director participating in the meeting by such means shall be deemed for the purposes of the Act to have been present at that meeting.

VI.7 Chair of the Meeting – In the event that the President and the Vice-President are absent, the Directors who are present shall choose one of their number to chair the meeting.

VI.8 Votes to Govern – At all meetings of the Board, every question shall be decided by a majority of the votes cast on the question. Each Director shall have one vote. In case of an equality of votes, the chair of the meeting shall have a second vote. Directors may not appoint proxies to attend meetings in their stead. The Board may invite or permit any person to attend or to speak at any meeting of the Board, but only the Directors will have the right to vote at such meeting

VII.1 Appointment –The following officers of the Corporation shall be elected by the Members at each annual meeting at which an election of officers is required: the President (who shall be referred to as the “Chair” once the ONCA comes into force), the Secretary, and the Treasurer. The Board may also appoint other additional officers, from time to time.

VII.2 President Must be Director – The President must be a Director. Two or more offices may be held by the same person, other than the offices of President and Vice-President (if any).

VII.3 Term of Office – An officer’s term of office shall be for three (3) years. There shall be no limit on the number of terms that an individual may serve as an officer. VII.4 Responsibilities – The officers of the Corporation shall have the following duties and powers associated with their positions:

(a) President of the Board – The President of the Board, shall, when present, preside at all meetings of the Board, of the executive committee, and of the Members. The President shall have such other duties and powers as the Board may specify.

(b) Secretary – 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, meeting notices to Members, Directors, the auditor, and members of committees. The Secretary shall be the custodian of all books, papers, records, documents and other instruments belonging to the Corporation. The Secretary shall have such other duties and powers as the Board may specify.

(c) Treasurer – The Treasurer shall have such duties and powers as the Board may specify. The Board may appoint additional officers from time to time. The powers and duties of all officers of the Corporation shall be as the Board requires of them. The Board may from time to time and subject to the Act, vary, add to, or limit the powers and duties of any officer.

VII.5 Vacancy in Office – An officer shall hold office until the earlier of:

(a) the officer’s successor being appointed;

(b) the officer’s resignation;

(c) the removal of the officer by resolution of the Board;

(d) such officer ceasing to be a Director; or

(e) such officer’s death. If the office of any officer of the Corporation shall be or becomes vacant, the Directors may, by resolution, appoint a person to fill such vacancy for the remainder of the original term of the vacating officer.

VII.6 Remuneration of Officers – The remuneration of all officers appointed by the Board shall be determined in accordance with Section 5.8.

VII.7 Portfolios – The Board may appoint individuals, who may or may not be Directors, to fulfill certain portfolios. Such individuals will not be officers of the Corporation. The powers and duties of such individuals shall be set by the Board. The Board may, from time to time, vary, add to, limit, or remove such powers and duties, in its sole discretion.

VIII.1 Executive Committee – In the event that the number of Directors is greater than six (6), the Directors may elect from among themselves an executive committee consisting of not fewer than three (3) Directors and may delegate to such executive committee any of the powers of the Board that may be delegated under the Act. The executive committee may meet for the transaction of business, adjourn, and other regulate its meetings as it sees fit. A majority of the members of the executive committee shall constitute a quorum.

VIII.2 Other Committees – 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. The chairperson of each committee shall be a Director. Any committee composed of one or more non-Directors may not be delegated any of the powers of the Board but shall only act in an advisory capacity.

IX.1 Standard of Care – Every Director and officer of the Corporation, in exercising such person’s powers and discharging such person’s duties, shall act honestly and in good faith with a view to the best interests of the Corporation and shall meet the standard of care required by the common law and the Act, which shall be no less than the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Every Director and officer of the Corporation shall comply with the Act, the regulations, Articles, and By-Law.

IX.2 Limitation of Liability – Provided that the standard of care required of the Director under the Act and the By-Law has been satisfied, which includes relying in good faith on financial statements of the Corporation presented by an officer, reports of the auditor or person conducting a review engagement, financial reports of the Corporation presented by an officer, a report or advice of an officer or employee of the Corporation, or a report of a professional, no Director shall be liable for money or property distributed or paid by the Corporation contrary to the Act.

IX.3 Indemnification of Directors and Officers – The Corporation shall indemnify each former and present Director and officer of the Corporation, and each other individual who acts or acted at the Corporation’s request as a Director or officer or in a similar capacity of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by such person in respect of any civil, criminal, administrative, or investigative action or other proceeding in which the individual is involved because of that association with the Corporation or other entity if:

(a) the person was not judged by any court or other competent authority to have committed any fault or omitted to do anything that the individual ought to have done;

(b) the person acted honestly and in good faith with a view to the best interests of the Corporation or, as the case may be, to the best interests of the other entity for which the individual acted as Director or officer or in a similar capacity at the Corporation’s request; and

(c) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the person had reasonable grounds for believing that the conduct was lawful. The Corporation may indemnify such persons, and their heirs, executors, administrators, and legal representatives, in all such other matters, actions, proceedings and circumstances as may be permitted by the Act or the law. Nothing in this By-Law shall limit the right of any person entitled to indemnity to claim indemnity apart from the provisions of this By-Law.

IX.4 Insurance – Subject to the Act, the Corporation shall purchase and maintain insurance for the benefit of any person entitled to be indemnified by the Corporation pursuant to Section 9.3 against any liability incurred by the individual in the individual’s capacity as a Director or an officer of the Corporation; or in the individual’s capacity as a Director or officer, or in a similar capacity, of another entity, if the individual acts or acted in that capacity at the Corporation’s request. The Corporation may not purchase insurance unless the Corporation complies with the Charities Accounting Act or a regulation made thereunder that permits the purchase of such type of insurance.

IX.5 Advances – With respect to the defence by a Director or officer or other individual of any claims, actions, suits or proceedings, whether civil or criminal, for which the Corporation is liable to indemnify a Director or officer pursuant to the terms of the Act, the Board may, if permitted by the Act, authorize the Corporation to advance to the Director or officer or other individual such funds as may be reasonably necessary for the defence of such claims, actions, suits or proceedings upon written notice by the Director or officer to the Corporation disclosing the particulars of such claims, actions, suits or proceedings and requesting such advance. The Director or officer shall repay the money advanced if the Director or officer if required to do so by the Act.

X.1 Method of Giving Notices – Any notice (which term includes any communication or document) to be given to a Member, Director, officer, member of a committee of the Board, or the auditor shall be sufficiently given if given by mail, courier or personal delivery, or by an electronic, telephonic, or other communication facility.

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 electronic or similar communication shall be deemed to have been given when delivered to the appropriate electronic server or equivalent facility. The Secretary may change or cause to be changed the recorded address of any Member, Director, officer, auditor, 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, typewritten or printed or partly written, stamped, type-written or printed.

X.2 Omissions and Errors – The accidental omission to give any notice to any Member, Director, officer, member of a committee of the Board or auditor, or the non-receipt of any notice by any such person where the Corporation has provided notice in accordance with the By-Law, 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.

X.3 Waiver of Notice – Any person entitled to notice may waive or abridge the time for any notice required to be given to such person, and such waiver or abridgement, whether given before or after the meeting or other event of which notice is required to be given shall cure any default in the giving or in the time of such notice, as the case may be. Any such waiver or abridgement shall be in writing.

XI.1 Mediation and Arbitration – Disputes or controversies among Members, Directors, or officers of the Corporation are, to the further extent permitted by law, to be resolved in accordance with mediation and/or arbitration as provided in Section 11.2.

XI.2 Dispute Resolution Mechanism – In the event that a dispute or controversy among Members, Directors, or officers of the Corporation arising out of or related to the Articles or By-Law, 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, or officers of the Corporation as set out in the Articles, By-Law or the Act, and as an alternative to such person instituting a law suit or legal action, such dispute or controversy shall be settled by a process of dispute resolution as follows:

(a) The dispute or controversy shall first be submitted to a panel of mediators whereby the one party appoints one mediator, the other party 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.

(b) The number of mediators may be reduced from three to one or two upon agreement of the parties.

(c) If the parties are not successful in resolving the dispute through mediation, then 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 laws of the Province of Ontario. 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.

XII.1 By-Law and Effective Date – Subject to the Articles, the Board may, by resolution, make, amend or repeal any By-Law 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 the Board until the next meeting of Members where it must 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 amendment that requires a Special Resolution under the Act because such By-Law amendments are only effective when confirmed by the Members.

Upon the enactment of this By-Law, all previous By-Laws of the Corporation shall be repealed. Such repeal shall not affect the previous operation of any By-Law or affect the validity of any act done or right or privilege, obligation, or liability acquired or incurred under, or the validity of any contract or agreement made pursuant to, or the validity of any Letters Patent of the Corporation obtained pursuant to, any such By-Law pursuant to its repeal. All Directors, officers, and person acting under any By-Law so repealed shall continue to act as if appointed under the provisions of this By-Law and all resolutions of the Members and of the Board with continuing effect passed under any repealed By-Law shall continue as good and valid except to the extent inconsistent with this By-Law and until amended or repealed.

ENACTED this 16th day of June , 2021.

President – Tanya Nelson

Secretary – Michelle Orth

CONFIRMED by the Members this 16th day of June , 2021.

President – Tanya Nelson

Secretary – Michelle Orth