Bylaws for Apnée AIDA CANADA Freediving Non-profit Board

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Definitions

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 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;
“articles” means the original or restated articles of incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement or revival of the Corporation;
“board” 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‐law of the Corporation as amended and which are, from time to time, in force and effect;
“meeting of members” includes an annual meeting of members or a special meeting of members; “special meeting of members” includes a meeting of any class or classes of members and a special meeting of all members entitled to vote at an annual meeting of members;
“ordinary resolution” means a resolution passed by a majority of not less than 50% plus 1 of the votes cast on that resolution;
“proposal” means a proposal submitted by a member of the Corporation that meets the requirements of section 163 (Shareholder Proposals) of the Act;
“Regulations” means the regulations made under the Act, as amended, restated or in effect from time to time; 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.
“Immediate family” means parent, spouse, son or daughter and brother or sister “AIDA CANADA” means Apnée AIDA CANADA Freediving.

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Interpretation

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

Other than as specified above, words and expressions defined in the Act have the same meanings when used in these by‐laws.

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Corporate Seal

The seal, an impression of which is stamped in the margin of this document, shall be the seal of the corporation. The secretary of the Corporation shall be the custodian of the corporate seal.

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Execution of Documents

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 person authorized to sign any document may affix the corporate seal (if any) 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.

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Financial Year End

The financial year end of the Corporation shall be April 30 in each year.

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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.

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Borrowing Powers

If authorized by a by‐law which is duly adopted by 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 such 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.

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Annual Financial Statements

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 a copy free of charge at the registered office or by prepaid mail.

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Membership Conditions

MEMBERSHIP

Classes of Members and Entitlements

The Corporation shall have three classes of membership: regular, associate, honorary.
a) A “Regular” member shall be an individual who supports the objectives of the Corporation OR an incorporated (or unincorporated) organization (or group) whose objects are similar to those of the Corporation and carries on related business or activities in a municipal, provincial or regional sub‐district within the geographic jurisdiction of the Corporation. A Regular member shall have full rights to vote in the affairs of the Corporation and otherwise enjoy the benefits of membership as from time to time defined by resolution of the Board of Directors;
b) An “Associate” member shall be an individual (or organization) that generally supports the objectives of the Corporation but does not otherwise qualify as a Regular member. An Associate member may enjoy the benefits of membership as from time to time defined by resolution of the Board of Directors but shall not have a right to vote in the affairs of the Corporation;
c) An “Honorary” member shall be any person or organization that, by resolution of the Board of Directors, is deemed to have given distinguished service or support to the Corporation. An Honorary member shall enjoy such entitlements to benefits and votes as from time to time defined by resolution of the Board of Directors;

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Eligibility for Membership

Membership in the Corporation is open to any person who:
a) Is at least eighteen (18) years of age. A minor may become a member with written parental/guardian consent. Voting members should be eighteen (18) years of age or older.
b) Has paid the membership dues set by the Board of Directors;
c) Has, in the opinion of the Board, a genuine interest in the objectives of the Corporation and whose application for membership has been approved by the Board;
d) Membership in the Corporation shall be available to persons and associations, whether incorporated or unincorporated, interested in furthering the objectives of the Corporation and whose application for admission as a member has received the approval of the Board.
e) Any member may withdraw from the corporation by delivering to the corporation a written resignation and lodging a copy of the same with the secretary 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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Membership Transferability

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 Meeting 

(Notice sent by mail or electronic means.)
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:
a. 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
b. 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.
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

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 10% 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’ Meetings

(By electronic ballot.)
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 has a system that:
a. enables the votes to be gathered in a manner that permits their subsequent verification, and
b. 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

Do not include a by‐law governing the payment of membership dues.

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Termination of Membership

A membership in the Corporation is terminated when:
a. the member dies, or, in the case of a member that is a corporation, the corporation is dissolved;
b. a member fails to maintain any qualifications for membership described in the section on
membership conditions of these by‐laws;
c. 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;
d. the member is expelled in accordance with any discipline of members section or is otherwise terminated in accordance with the articles or by‐laws;
e. the member’s term of membership expires; or
f. the Corporation is liquidated or dissolved under the Act.

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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.

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Discipline of Members

The board shall have authority to suspend or expel any member from the Corporation for any one or more of the following grounds:
a. violating any provision of the articles, by‐laws, 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;
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.

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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 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.

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Proposals Nominating Directors at Annual Members’ Meetings Nomination of Directors

Nominations for vacant Director positions shall be submitted in writing to the Chair of the committee responsible for nominations at least 10 days in advance of the meeting at which the vote is to be held. It shall contain the signature of two members of the corporation in good standing and a signed acceptance of the nomination by the nominee. Where all directors consent, either generally or in respect of a particular meeting signature may be accepted by fax/email/web forum or other communication facilities as permit by all directors.

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Cost of Publishing Proposals for Annual Members’ Meetings

The member who submitted the proposal shall pay the cost of including the proposal and any statement in the notice of meeting at which the proposal is to be presented unless otherwise provided by ordinary resolution of the members present at the meeting.

Place of Members’ Meeting
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

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

At any General meeting of members of the Corporation, the chairman of the meeting shall be the President of the Corporation. In the situation where the president is absent, the members shall elect the chairman for the meeting. In the situation where the chairman is in conflict of interest, the members may elect a chairman to chair that issue only. If a delegate is the chairman he shall retain his vote. The chairman of any general meeting shall have a casting vote in case of a tie.

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Quorum at Members’ Meetings

At all meetings of the Corporation, a quorum shall consist of a majority of the votes held by the members present at the meeting.

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Votes to Govern at Members’ Meetings

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 to an original vote shall have a second or casting vote.

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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.

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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.

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Number of Directors Board of Directors

The affairs of the corporation shall be governed by a Board of Directors comprised of Minimum 3 Directors and a maximum of 4 directors elected by the members of the corporation.

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Term of Office of Directors Term of Office

At the first election of Directors following the approval of this by‐law two director vacancies shall be designated to be for a two‐year term of office and two director vacancies shall be designated to be for one‐year term of office. Thereafter except where an election is held to fill the unexpired portion of a term, the said director vacancies shall be designated to be for a two‐year term of office. Directors shall hold office so long as they remain eligible under the terms of Eligibility
Any person is eligible to be a Director of the Corporation who:
a) Meets the eligibility requirements for membership in the corporation set out in the Membership Conditions
b) Is not an employee of the Corporation; and
c) Is otherwise legally competent to conduct business and enter contracts under the laws of Canada and its provinces.

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Calling of Meetings of Board of Directors

Meetings of the board may be called by the chair of the board, the vice‐chair of the board or any two (2) directors at any time. 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

No formal notice of meetings of the board shall be necessary if all directors are present in person or waive notice thereof in writing. Emergency meetings may be called without notice provided that a quorum of directors is present. No error or omission in giving notice of any meeting of the board or of any adjourned meeting of the board shall invalidate such meeting or make 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 thereat.

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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 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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Votes to Govern at Meetings of the Board of Directors

Each director shall be entitled to one vote at meetings of the board, the President or the most senior officer participating having a casting vote in case of a tie. Decisions shall be determined by a simple majority of votes cast unless otherwise specified by this by‐law. Voting will be by show of hands or voice vote unless a ballot is requested by one or more of the directors.

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Committees of the Board of Directors

The Board may, from time to time, by resolution, establish such other ad hoc committees with such duties and powers as it deems to be in the interests of the Corporation. Except as otherwise established in this by‐law, each such committee shall be chaired by a director, have the committee membership and terms of reference approved by resolution of the Board, shall consider such matters as are referred to it by the Board, shall keep records of its activities and recommendations, and, shall report to the Board at such intervals as required by the Board.

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Appointment of Officers

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 may, but need not be, a director unless these by‐laws otherwise provide. Two or more offices may be held by the same person.

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Description of Offices

The offices shall be President, Vice President, Secretary, and Treasurer.

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President
The President shall be the chief executive officer of the Corporation. He shall preside at all meetings of the board and he shall ensure that all orders and resolutions of the board are carried into effect. He shall perform such other duties as may be directed from time to time by the board.

 

Vice‐President
The Vice‐President shall, in the absence or disability of the President, perform the duties and exercise the powers of the President and shall perform such other duties as shall from time to time be imposed upon them by the board.

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Secretary
The Secretary may be empowered, by resolution of the board, to carry on the affairs of the Corporation generally under the supervision of the officers thereof and shall attend all meetings and act as clerk thereof and record all votes and minutes of all proceedings in the books to be kept for that purpose. He shall give, or cause to be given, notice of all meetings of the members and of the board, and shall perform such other duties as may be prescribed by the board. He shall be custodian of the seal of the Corporation, which he shall deliver only when authorised by a resolution of the board to do so and to such person or persons as may be named in the resolution.

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Treasurer
The Treasurer shall keep full and accurate accounts of all receipts and disbursements of the corporation in proper books of account and shall deposit all monies or other valuable effects in the name and to the credit of the corporation in such bank or banks as may from time to time be designated by the Board. The Treasurer shall, under the direction of the Board, disburse the funds of the Corporation, taking proper vouchers therefor and shall render to the Board at regular meetings thereof or whenever required, an account of all such transactions and the financial position of the Corporation.

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Vacancy in Office

Any vacancy in a Director position, however caused, may be filled by a majority vote of the remaining directors so long as a quorum of directors remains in office. A Director so elected shall remain in office for the duration of the vacant term (or until the next meeting at which directors are to be elected). If there is not a quorum of directors, the remaining directors shall forthwith call a meeting of the members to fill the vacant Director positions.

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Method of Giving Any Notice

Meetings of the board may be called by the President at any time and place provided that fourteen (14) clear days’ notice of such meeting and its agenda shall be sent in writing to each director. In addition, upon the written request of three (3) or more directors, the Secretary shall issue a notice of, and an agenda for, a meeting of the board. Where all directors consent, either generally or in respect of a particular meeting, one or more directors may participate in a directors’ meeting by telephone or other communication facilities as permit all persons participating in the meeting to hear each other.

No formal notice of meetings of the board shall be necessary if all directors are present in person or waive notice thereof in writing. Emergency meetings may be called without notice provided that a quorum of directors is present. No error or omission in giving notice of any meeting of the board or of any adjourned meeting of the board shall invalidate such meeting or make 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 thereat.

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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.

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Omissions and Errors

No error or omission in giving notice of any meetings of the members of the Corporation shall invalidate such meeting or make void any proceedings taken thereat and any member may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. For the purpose of sending notice to any member, director or officer for any meeting or otherwise, the address of the member, director or officer shall be his last address recorded on the books of the Corporation.

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Mediation and Arbitration

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 Mechanism

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 law suit or legal action, such dispute or controversy shall be settled by a process of dispute resolution as follows:
• 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.

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By‐laws and Effective Date

The By‐Law of the Corporation not embodied in the letters patent may be repealed or amended by by‐ law enactment supported by unanimous consent of each and every Director of the Corporation signified in writing and shall hold force and effect until it is sanctioned by an affirmative vote of at least two‐ thirds (2/3) of the members at a meeting duly called for the purpose of considering the said by‐law, provided that the repeal or amendment of such by‐laws shall not be enforced or acted upon until the approval of the Minister of Industry has been obtained.

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.