BYLAWS

(2019)



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BYLAWS

of the

COSMETOLOGY ASSOCIATION WESTERN CANADA

(dba “ BeautyCouncil”) TABLE OF CONTENTS

PART 1. - INTERPRETATION 1

    1. Definitions 1

    2. Societies Act Definitions 2

PART 2. - MEMBERSHIP 3

    1. Eligibility for Membership 3

    2. Admission to Membership 3

    3. Representative of Organization Member 3

    4. Membership not Transferable 3

    5. Expulsion of Member 3

    6. Process for Expulsion 3

    7. Cessation of Membership 3

    8. Membership Fees 4

    9. Standing of Members 4

    10. Compliance with Constitution, Bylaws and Policies 4

PART 3. - MEETINGS OF MEMBERS 4

    1. Time and Place of General Meetings 4

    2. Extraordinary General Meeting 4

    3. Calling of Extraordinary General Meeting 4

    4. Notice of General Meeting 4

    5. Contents of Notice 4

    6. Omission of Notice 5

    7. Annual General Meetings 5

PART 4. - PROCEEDINGS AT GENERAL MEETINGS 5

    1. Special Business 5

    2. Requirement of Quorum 5

    3. Loss of Quorum 5

    4. Quorum 6

    5. Lack of Quorum 6

    6. Chair 6

    7. Alternate Chair 6

    8. Adjournment 6

    9. Notice of Adjournment 6

    10. Ordinary Resolution Sufficient 6

    11. Entitlement to Vote 6

    12. Decisions by Show of Hands, Voice Vote or Secret Ballot 7

    13. Voting Procedures 7

    14. Voting by Proxy 7

    15. Ordinary Resolution in Writing 7

    16. Special Resolution in Writing 7

    17. Copy of Special Resolution to be filed with the Registrar 7

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PART 5. - DIRECTORS 7

    1. Powers of Directors 7

    2. Management of Property and Affairs 8

    3. Number of Directors 8

    4. Election of Directors 8

    5. Term of Office 8

    6. Consecutive Terms 8

    7. Term Limit 8

    8. Election by Secret Ballot 8

    9. Voiding of Ballot 8

    10. Director Must be a Member 9

    11. Election of Less than Required Number of Directors 9

    12. Directors Subscribe to and Support Purposes 9

    13. Replacement of Directors 9

    14. Invalidation of Acts 9

    15. Removal of Director 9

    16. Ceasing to be a Director 9

    17. Reimbursement of Directors’ Expenses 9

    18. Code of Conduct 10

    19. Remuneration of Directors 10

    20. Powers of the Board 10

    21. Investment of Property and Standard of Care 10

    22. Investment in Mutual or Pooled Funds 10

    23. Investment Advice 10

    24. Delegation of Investment Authority to Agent 10

PART 6. - PROCEEDINGS OF THE BOARD 10

    1. Procedure of Meetings 10

    2. Quorum 11

    3. Chair of Meetings 11

    4. Alternate Chair 11

    5. Calling of Meetings 11

    6. Notice 11

    7. Passing Resolutions 12

    8. Procedure for Voting 12

    9. Resolution in Writing 12

PART 7. – COMMITTEES 12

    1. Standing and Special Committees 12

    2. Delegation to Committees 12

    3. Terms of Reference and Rules 12

    4. Meetings 12

    5. Nominating Committee 13

PART 8. - DUTIES OF OFFICERS 14

    1. Election of Officers 14

    2. Secretary and Treasurer Required 14

    3. Removal of Officers 14

    4. Replacement 14

    5. Duties of Chair 14

    6. Duties of Vice-Chair 15

    7. Duties of Secretary-Treasurer 15


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PART 9. – EXECUTION OF INSTRUMENTS 15

    1. No Seal 15

    2. Execution of Instruments 15

PART 10. - BORROWING 15

    1. Powers of Directors 15

    2. Issuance of Debentures 16

    3. Restrictions on Borrowing Powers 16

PART 11. - AUDITOR 16

    1. Requirement 16

    2. Appointment of Auditor at Annual General Meeting 16

    3. Removal of Auditor 16

    4. Notice of Appointment 16

    5. Restrictions on Appointment 16

    6. Attendance at Annual General Meetings 16

PART 12. - NOTICES 16

    1. Entitlement to Notice 16

    2. Method of Giving Notice 17

    3. When Notice Deemed to have been Received 17

    4. Days to be Counted in Notice 17

PART 13. - MISCELLANEOUS 17

    1. Inspection of Records 17

    2. Participation in Meetings 17

    3. Rules Governing Notice, Board Resolutions and Ordinary Resolutions 17

    4. Right to become Member of other Society 18

    5. Not a Reporting Society 18

    6. Branch Societies 18

PART 14. - INDEMNIFICATION 18

    1. Indemnification of Directors and Officers 18

    2. Indemnification of Past Directors and Officers 18

    3. Advancement of Expenses 18

    4. Approval of Court and Term of Indemnification 18

    5. Indemnification not Invalidated by Non-Compliance 19

    6. Purchase of Insurance 19

PART 15. - BYLAWS 19

    1. Entitlement of Members to copy of Constitution and Bylaws 19

    2. Special Resolution required to Alter or Add to Bylaws 19


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SOCIETIES ACT BYLAWS

of the


COSMETOLOGY ASSOCIATION WESTERN CANADA


PART 1. - INTERPRETATION


    1. Definitions


      In these Bylaws and the Constitution of the Society, unless the context otherwise requires:


      1. Address of the Society” means the address of the Society as filed from time to time with the Registrar in the Notice of Address;


      2. Board” means the Directors acting as authorized by the Constitution and these Bylaws in managing or supervising the management of the affairs of the Society and exercising the powers of the Society;


      3. Board Resolution” means:


        1. a resolution passed at a duly constituted meeting of the Board by a simple majority of the votes cast by those Directors who are present and entitled to vote at such meeting; or


        2. a resolution that has been submitted to all Directors and consented to in writing by 75% of the Directors who would have been entitled to vote on the resolution in person at a meeting of the Board;


      4. Bylaws” means the bylaws of the Society as filed in the Office of the Registrar;


      5. Chair” means a Person elected to the office of Chair in accordance with these Bylaws;


      6. Constitution” means the constitution of the Society as filed in the Office of the Registrar;


      7. Directors” means those persons who have become directors in accordance with these Bylaws and have not ceased to be directors, and a “Director” means any one of them;

      8. Income Tax Act” means the Income Tax Act, R.S.C. 1985 (5th Supp.), c.1 as amended from time to time;


      9. Members” means the applicants for incorporation of the Society and those Persons or Organizations who have subsequently become members in accordance with these Bylaws and, in either case, have not ceased to be members, and a “Member” means any one of them;


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      10. Nominating Committee” means the committee established in accordance with Bylaw 7.5 hereof;


      11. Ordinary Resolution” means


        1. a resolution passed at a general meeting by the Members by a simple majority of the votes cast in person, or


        2. a resolution that has been submitted to the Members and consented to in writing by 75% of the Members who would have been entitled to vote on the resolution in person at a general meeting of the Society, and a resolution so consented to is deemed to be an Ordinary Resolution passed at a general meeting of the Society;


      12. Organization” means a trust, corporation, society, partnership, foundation or other entity;

      13. Person” means a natural person;


      14. Registered Address” of a Member or Director means the address of that Person as recorded in the register of Members or the register of Directors;


      15. Registrar” means the Registrar of Companies of the Province of British Columbia;


      16. Society” means the “Cosmetology Industry Association of British Columbia”;


      17. Societies Act” means the Societies Act R.S.B.C. 1996, c.433, as amended from time to time; and


      18. Special Resolution” means:


        1. a resolution passed at a general meeting by a majority of not less than 75% of the votes of those Members who, being entitled to do so, vote in person,


          1. of which the notice that the Bylaws provide, and not being less than 14 days’ notice, specifying the intention to propose the resolution as a Special Resolution has been given, or


          2. if every Member entitled to attend and vote at the meeting agrees, at a meeting of which less than 14 days’ notice has been given, or


        2. a resolution that has been submitted to the Members and consented to in writing by every Member who would have been entitled to vote on the resolution in person at a general meeting of the Society, and a resolution so consented to is deemed to be a Special Resolution passed at a general meeting of the Society.


    2. Societies Act Definitions


The definitions in the Societies Act on the date these Bylaws become effective apply to these Bylaws and the Constitution.



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PART 2. - MEMBERSHIP


    1. Eligibility for Membership


      Membership in the Society is limited to those Persons or Organizations who are involved in cosmetology including hairdressers, nail technicians and estheticians and who agree to uphold the Code of Ethics established by the Board from time to time.


      In the case of any ambiguity or doubt as to whether a Person or Organization is eligible for membership, such ambiguity or doubt will be resolved by the Board and its decision will be final and binding.


    2. Admission to Membership


      A Person or Organization may apply for membership in the Society by completing and submitting the application for admission approved by the Board from time to time and by paying the current membership fee.


    3. Representative of Organization Member


      A Member which is not a Person must appoint an individual, by notice in writing delivered to the secretary of the Society, who will from time to time exercise the Member’s rights with respect to the Society.


    4. Membership not Transferable


      Membership is not transferable.


    5. Expulsion of Member


      A Member may be expelled by a Special Resolution.


    6. Process for Expulsion


      A Member must be given notice of any proposed Special Resolution to expel him, her or it and the reasons for such proposed expulsion. At the meeting at which the vote upon the Special Resolution is to be taken, the Member will be given the opportunity to address the reasons for the proposed expulsion prior to the vote being taken.


    7. Cessation of Membership


      A Person will immediately cease to be a Member:


      1. upon the date which is the later of the date of delivering his, her or its resignation in writing to the secretary of the Society or to the Address of the Society and the effective date of the resignation stated thereon; or


      2. upon failing to pay his, her or its membership fee by the date upon which such amount is payable; or


      3. upon his, her or its expulsion; or


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      4. upon his or her death, or if a Member is an Organization, upon its wind-up or dissolution.


    8. Membership Fees


      The Board will propose the membership fee and the date upon which such amount is payable. The Board may, in their discretion, reduce or discount the membership fee.


    9. Standing of Members


      All Members are deemed to be in good standing except those who have failed to pay his, her or its current membership fee by the date upon which such amount is payable.


    10. Compliance with Constitution, Bylaws and Policies


      Every Member will, at all times:


      1. uphold the Constitution and comply with these Bylaws and the policies of the Society adopted by the Directors from time to time;


      2. adhere to the Code of Ethics established by the Board; and


      3. further and not hinder the purposes, aims and objects of the Society.


PART 3. - MEETINGS OF MEMBERS


    1. Time and Place of General Meetings


      The general meetings of the Society will be held at such time and place, in accordance with the

      Societies Act, as the Board decides.


    2. Extraordinary General Meeting


      Every general meeting other than an annual general meeting is an extraordinary general meeting.


    3. Calling of Extraordinary General Meeting


      The Board may, whenever it thinks fit, convene an extraordinary general meeting.


    4. Notice of General Meeting


      The Society will give not less than 14 days’ written notice of a general meeting to those Members entitled to receive notice; but those Members may waive or reduce the period for a particular meeting by unanimous consent in writing.


    5. Contents of Notice


      Notice of a general meeting will specify the place, the day and the hour of the meeting and the business to be transacted at the meeting.


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    6. Omission of Notice


      The accidental omission to give notice of a general meeting to, or the non-receipt of notice by, any Member entitled to receive notice does not invalidate proceedings at that meeting.


    7. Annual General Meetings


The first annual general meeting of the Society will be held not more than 15 months after the date of incorporation, and thereafter an annual general meeting will be held at least once in every calendar year and not more than 15 months after the holding of the last preceding annual general meeting.


PART 4. - PROCEEDINGS AT GENERAL MEETINGS


    1. Special Business


      Special business is:


      1. all business at an extraordinary general meeting except the adoption of rules of order; and


      2. all business that is transacted at an annual general meeting, except:


        1. the adoption of rules of order;


        2. consideration of the financial statements;


        3. consideration of the report of the Directors;


        4. consideration of the report of the auditor, if any;


        5. the appointment of the auditor, if any;


        6. the election of Directors; and


        7. such other business that, under these Bylaws or any governing statutes, ought to be transacted at an annual general meeting, or business which is brought under consideration by the report of the Directors if the report was issued with the notice of the meeting.


    2. Requirement of Quorum


      No business, other than the election of a Person to chair the meeting and the adjournment or termination of the meeting, will be conducted at a general meeting at a time when a quorum is not present.


    3. Loss of Quorum


      If at any time during a general meeting there ceases to be a quorum present, business then in progress will be suspended until there is a quorum present or until the meeting is adjourned or terminated.



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    4. Quorum


      A quorum at a general meeting is ten (10) Members.


    5. Lack of Quorum


      If within 30 minutes from the time appointed for a general meeting a quorum is not present, the meeting, if convened on the requisition of Members, will be terminated; but in any other case it will stand adjourned to the same day and time of the following week, at the same time and place, and if, at the adjourned meeting, a quorum is not present within 30 minutes from the time appointed for the meeting, the Members present will constitute a quorum.


    6. Chair


      The Chair of the Society will, subject to a Board Resolution appointing another Person, chair all general meetings; but if at any general meeting the Chair, or such alternate Person appointed by a Board Resolution, is not present within 15 minutes after the time appointed for the meeting or requests that he or she not chair that meeting, the Members present may choose one of their number to chair that meeting.

    7. Alternate Chair


      If a Person presiding as chair of a general meeting wishes to step down as chair for all or part of that meeting, he or she may designate an alternate to chair such meeting or portion thereof, and upon such designated alternate receiving the consent of a majority of the Members present at such meeting, he or she may preside as chair.


    8. Adjournment


      A general meeting may be adjourned from time to time and from place to place, but no business will be transacted at an adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.


    9. Notice of Adjournment


      It is not necessary to give notice of an adjournment or of the business to be transacted at an adjourned meeting except where a meeting is adjourned for more than 14 days, in which case notice of the adjourned meeting will be given as in the case of the original meeting.


    10. Ordinary Resolution Sufficient


      Any issue at a general meeting which is not required by these Bylaws or the Societies Act to be decided by a Special Resolution will be decided by an Ordinary Resolution.


    11. Entitlement to Vote


      Each Member is entitled to one (1) vote.



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    12. Decisions by Show of Hands, Voice Vote or Secret Ballot


      Voting will be by show of hands or voice vote recorded by the secretary of the meeting, except that, at the request of 25% of the Members present at the meeting, a secret vote by written ballot will be required.


    13. Voting Procedures


      The Board may, by Board Resolution, decide to establish electronic or other voting procedures regarding the election of Directors.


    14. Voting by Proxy


      Voting by proxy is not permitted.


    15. Ordinary Resolution in Writing


      A resolution in writing which is identified as an Ordinary Resolution and signed by a minimum of 75% of the Members who would have been entitled to vote on the resolution at a general meeting of the Society is as valid and effectual as an Ordinary Resolution as if it had been passed at a meeting of Members duly called and constituted and will be deemed to be an Ordinary Resolution. Such a resolution may be in two or more counterparts which together will be deemed to constitute one Ordinary Resolution in writing. Such Ordinary Resolution will be filed with minutes of the proceedings of the Members and will be deemed to be passed on the date stated therein or, in the absence of such a date being stated, on the latest date stated on any counterpart.


    16. Special Resolution in Writing


      A resolution in writing which is identified as a Special Resolution and has been signed by all the Members who would have been entitled to vote on the resolution at a general meeting of the Society is as valid and effectual as a Special Resolution as if it had been passed at a meeting of Members duly called and constituted and will be deemed to be a Special Resolution. Such a resolution may be in two or more counterparts which together will be deemed to constitute one Special Resolution in writing. Such Special Resolution will be filed with minutes of the proceedings of the Members and will be deemed to be passed on the date stated therein or, in the absence of such a date being stated, on the latest date stated on any counterpart.


    17. Copy of Special Resolution to be filed with the Registrar


A copy of any Special Resolution passed in accordance with the Bylaws will be filed with the Registrar in the appropriate form and will not take effect until such copy is accepted by the Registrar.


PART 5. - DIRECTORS


    1. Powers of Directors


      The Board may exercise all such powers and do all such acts and things as the Society may exercise and do, and which are not by these Bylaws or by statute or otherwise lawfully directed or required to be exercised or done by the Members in general meeting, but nevertheless subject to the provisions of:


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      1. all laws affecting the Society; and


      2. these Bylaws and the Constitution.


    2. Management of Property and Affairs


      The property and the affairs of the Society will be managed by the Board.


    3. Number of Directors


      The number of Directors will be such number, not being less than five (5) nor greater than seven (7), as may be determined from time to time by Board Resolution.


    4. Election of Directors


      Directors will be elected by the Members at a general meeting and will take office commencing at the close of such meeting provided however that in the event the Board has decided to establish an electronic or other form of distance voting procedure in accordance with Bylaw 4.13 hereto, the Directors will be elected in accordance with that procedure.


    5. Term of Office


      Subject to Bylaw 4.13, elections for Directors will normally be held at the annual general meeting and the term of office of Directors will normally be two (2) years. However the Directors may by resolution determine that some or all vacant Directors’ positions will have a term of less than two

      (2) years, the length of such term to be determined by the Directors in their discretion. For purposes of calculating the duration of a Director’s term of office, the term will be deemed to commence at the close of the annual general meeting at which such Director was elected. If, however, the Director was elected at an extraordinary general meeting his or her term of office will be deemed to have commenced at the close of the annual general meeting next following such extraordinary general meeting.


    6. Consecutive Terms


      Directors may be elected for consecutive terms.


    7. Term Limit


      A Director may serve for no more than 3 consecutive terms.


    8. Election by Secret Ballot


      In elections where there are more candidates than vacant positions for Directors, election will be by secret ballot with the name of each duly nominated candidate appearing individually on the ballot. Candidates will be deemed to be elected in order of those candidates receiving the most votes.


    9. Voiding of Ballot


No Member will vote for more Directors than the number of vacant positions for Directors. Any ballot on which more names are voted for than there are vacant positions will be deemed to be void.



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5.80 Director Must be a Member


A Person must be a Member of the Society to be eligible to be a Director of the Society.


5.11 Election of Less than Required Number of Directors


Every Director serving a term of office will retire from office at the close of the annual general meeting in the year in which his or her term expires; but if no successor is elected and the result is that the number of Directors would fall below three (3), the Person previously elected as a Director will continue to hold office until such time as successor Directors are elected.


5.92 Directors Subscribe to and Support Purposes


Every Director will unreservedly subscribe to and support the purposes of the Society.


    1. Replacement of Directors


      Notwithstanding the foregoing Bylaws, if a Director ceases to hold office, the Board may appoint a Person as a replacement Director to take the place of such Director until the next annual general meeting.


    2. Invalidation of Acts


No act or proceeding of the Board is invalid by reason only of there being less than the prescribed number of Directors in office.


5.105 Removal of Director


The Members may remove a Director before the expiration of such Director’s term of office by Special Resolution and may elect a replacement Director by Ordinary Resolution to serve for the balance of the removed Director’s term.


5.116 Ceasing to be a Director


A Person will automatically cease to be a Director:


  1. upon the date which is the later of the date of delivering his or her resignation in writing to the secretary of the Society or to the Address of the Society and the effective date of the resignation stated therein; or


  2. upon the date such Person is no longer a Member; or


  3. upon his or her removal; or


  4. upon his or her death.


    1. Reimbursement of Directors’ Expenses


      A Director may be reimbursed for all expenses necessarily and reasonably incurred by him or her while engaged in the affairs of the Society.


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    2. Code of Conduct


      All Directors agree to be bound by the Code of Conduct adopted by the Board.


    3. Remuneration of Directors


A Director will be remunerated for acting as a director by an honorarium established annually at the annual general meeting by Ordinary Resolution.


5.120 Powers of the Board


The Board will have the power to make expenditures, including grants, gifts and loans, whether or not secured or interest-bearing, in furtherance of the purposes of the Society. The Board will also have the power to enter into trust arrangements or contracts on behalf of the Society in furtherance of the purposes of the Society, provided however that the Board may not enter into any form of contract with a Member or Director, other than in furtherance of the obligations or duties of such Member or Director, including such matters as indemnity agreements and non-disclosure or confidentiality agreements.


5.131 Investment of Property and Standard of Care


If the Board is required to invest funds on behalf of the Society, the Board may invest the property of the Society in any form of property or security in which a prudent investor might invest. The standard of care required of the Directors is that they will exercise the care, skill, diligence and judgment that a prudent investor would exercise in making investments in light of the purposes and distribution requirements of the Society.


5.142 Investment in Mutual or Pooled Funds


The property of the Society may be invested by the Board, or by any agent or delegate of the Board, in any mutual fund, common trust fund, pooled fund or similar investment.


5.153 Investment Advice


The Directors may obtain advice with respect to the investment of the property of the Society and may rely on such advice if a prudent investor would rely upon the advice under comparable circumstances.


5.164 Delegation of Investment Authority to Agent


The Directors may delegate to a stockbroker, investment dealer, or investment counsel the degree of authority with respect to the investment of the Society’s property that a prudent investor might delegate in accordance with ordinary business practice.


PART 6. - PROCEEDINGS OF THE BOARD


    1. Procedure of Meetings


      After issuance of the certificate of incorporation, a meeting of the Board will be held at which the Directors may:



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      1. appoint officers;


      2. make banking arrangements;


      3. appoint an auditor to hold office until the first annual general meeting; and


      4. transact any other business.


        Subsequent meetings of the Board may be held at any time and place determined by the Board, provided that two (2) days’ notice of such meeting will be sent to each Director. However, no formal notice will be necessary if all Directors were present at the preceding meeting when the time and place of the meeting were determined or are present at the meeting or waive notice thereof in writing or give a prior verbal waiver to the secretary of the Society.


    2. Quorum


      The Board may from time to time fix the quorum necessary to transact business and, unless so fixed, the quorum will be a majority of the Directors.


      A Director who has, or may have, an interest in a proposed contract or transaction with the Society will be counted in the quorum at a meeting of the Board at which the proposed contract or transaction is considered but is not entitled to vote on the proposed contract or transaction.


    3. Chair of Meetings


      The Chair of the Society will, subject to a Board Resolution appointing another Person, chair all meetings of the Board; but if at any Board meeting the Chair or such alternate Person appointed by a Board Resolution is not present within 15 minutes after the time appointed for the meeting, or requests that he or she not chair that meeting, the Directors present may choose one of their number to chair that meeting.


    4. Alternate Chair


      If the Person presiding as chair of a meeting of the Board wishes to step down as chair for all or part of that meeting, he or she may designate an alternate to chair such meeting or portion thereof, and upon such designated alternate receiving the consent of a majority of the Directors present at such meeting, he or she may preside as chair.


    5. Calling of Meetings


      A Director may at any time, and the secretary at the request of a Director will, convene a meeting of the Board.


    6. Notice


      For the purposes of the first meeting of the Board held immediately following the appointment or election of a Director or Directors at an annual or other general meeting, or for the purposes of a meeting of the Board at which a Director is appointed to fill a vacancy in the Board, it is not necessary to give notice of the meeting to the newly elected or appointed Director or Directors for the meeting to be properly constituted.


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    7. Passing Resolutions


      Any issue at a meeting of the Board which is not required by these Bylaws or the Societies Act to be decided by a resolution requiring more than a simple majority will be decided by Board Resolution.


    8. Procedure for Voting


      Voting will be by show of hands or voice vote recorded by the secretary of the meeting except that, at the request of any one Director, a secret vote by written ballot will be required.


    9. Resolution in Writing


A Board Resolution in writing which has been deposited with the secretary is as valid and effectual as if it had been passed at a meeting of the Board duly called and constituted. Such Board Resolution may be in two or more counterparts which together will be deemed to constitute one resolution in writing. Such resolution will be filed with minutes of the proceedings of the Board and will be deemed to be passed on the date stated therein or, in the absence of such a date being stated, on the latest date stated on any counterpart.


PART 7. – COMMITTEES


    1. Standing and Special Committees


      The Board may create such standing and special committees as may from time to time be required. Any such committee will limit its activities to the purpose or purposes for which it is appointed and will have no powers except those specifically conferred by a Board Resolution. Unless specifically designated as a standing committee, any special committee so created must be created for a specified time period only. Upon completion of the earlier of the specified time period or the task for which it was appointed, a special committee will automatically be dissolved.


    2. Delegation to Committees


      The Board may delegate any, but not all, of its powers to committees which may be in whole or in part composed of Directors as it thinks fit.


    3. Terms of Reference and Rules


      In the event the Board decides to create a committee, it must establish Terms of Reference for such committee. A committee, in the exercise of the powers delegated to it, will conform to any rules that may from time to time be imposed by the Board in the Terms of Reference or otherwise, and will report every act or thing done in exercise of those powers at the next meeting of the Board held after it has been done, or at such other time or times as the Board may determine.


    4. Meetings


      The members of a committee may meet and adjourn as they think proper and meetings of the committees will be governed mutatis mutandis by the rules set out in these Bylaws governing proceedings of the Board.


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    5. Nominating Committee


      The Board will annually establish a nominations committee, the purpose of which is to nominate candidates to stand for election as Directors.


      The nominations committee must:


      1. set a date for the close of nominations for the election of Directors each year, which date must be at least fifteen (15) days before the annual general meeting;


      2. at least thirty (30) days before the annual general meeting, give notice to all Members of the date for the close of nominations; and


      3. solicit and receive nominations.


The nominations committee may nominate candidates for election as Directors. The nominations committee must:

  1. ensure that the number of nominees equals or exceeds the number of anticipated vacancies;


  2. review all information submitted by nominees, and ensure it is truthful and complete;


  3. interview all nominees; and


  4. rank the nominees based on skills, experience, education, employment history and ability to contribute as Directors, and report this to the Directors immediately subsequent to the date upon which nominations close.


The Directors may:


  1. create policies relating to the conduct of nominations and elections; and


  2. endorse nominees.


The nominations committee must send to all Members, with the notice of the annual general meeting, the following:


  1. the name of all nominees; and


  2. the number of positions to be filled, and the terms of the positions.


Nominations must be in writing in a form approved by the nominations committee, and must be signed by at least two Members.


A nominee must:


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  1. provide to the nominations committee the names of at least two (2) references, and contact information for those references; and


  2. provide his or her resume;


A nominee must confirm in writing that the nominee:


  1. has disclosed all personal, employment and business relationships with the Society and its employees, suppliers, contractors and Directors;


  2. has disclosed all conflicts between the nominee’s personal interests and those of the Society;


  3. will disclose any conflicts of interest as soon as they arise; and


  4. will comply with the Constitution and Bylaws and any policies set by the Directors.


PART 8. - DUTIES OF OFFICERS


    1. Election of Officers


      At the first meeting of the Board, the Board will elect the officers. All officers must be Directors. The Board will elect a Chair, together with such other officers as are required in accordance with these Bylaws, who will hold office until the first meeting of the Board held after the next following annual general meeting.


    2. Secretary-Treasurer Required


      The Board will appoint a secretary-treasurer and may appoint and remove such other officer(s) of the Society as it deems necessary and determine the duties, responsibilities and term, if any, of all officers.


    3. Removal of Officers


      A Person may be removed as an officer by a resolution passed at a meeting of the Board by a majority of not less than two-thirds (2/3) of the Directors present.


    4. Replacement


      Should the Chair or any other officer for any reason not be able to complete his or her term, the Board will remove such officer from his or her office and will elect a replacement without delay.


    5. Duties of Chair


      The Chair will supervise the other officers in the execution of their duties and will preside at all meetings of the Society and of the Board.


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    6. Duties of Vice-Chair


      The Vice-Chair will perform the Chair’s duties in the absence of the Chair.


    7. Duties of Secretary-Treasurer


      The secretary-treasurer will be responsible for making the necessary arrangements for:


      1. the issuance of notices of meetings of the Society and the Board;


      2. the keeping of minutes of all meetings of the Society and the Board;


      3. the custody of all records and documents of the Society;


      4. the maintenance of the register of Members;


      5. the conduct of the correspondence of the Society;


      6. the keeping of such financial records, reports and returns, including books of account, as are necessary to comply with the Societies Act and the Income Tax Act; and


      7. the rendering of financial statements to the Directors, Members and others, when required.


PART 9. – EXECUTION OF INSTRUMENTS


    1. No Seal


      The Society will not have a seal.


    2. Execution of Instruments


      Contracts, documents or instruments in writing requiring the signature of the Society may be signed by:


      1. the Chair, together with the secretary-treasurer, or


      2. any two (2) Directors


and all contracts, documents and instruments in writing so signed will be binding upon the Society without any further authorization or formality. The Board will have power from time to time by Board Resolution to appoint any officer or officers, or any Person or Persons, on behalf of the Society either to sign contracts, documents and instruments in writing generally or to sign specific contracts, documents or instruments in writing.


PART 10. - BORROWING


    1. Powers of Directors


      In order to carry out the purposes of the Society, the Board may, on behalf of and in the name of the Society, raise or secure the payment or repayment of money in any manner it decides,


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      including the granting of guarantees, and in particular, but without limiting the foregoing, by the issue of debentures.


    2. Issuance of Debentures


      No debenture will be issued without the authorization of a Special Resolution.


    3. Restrictions on Borrowing Powers


The Members may by Ordinary Resolution restrict the borrowing powers of the Board.


PART 11. - AUDITOR


    1. Requirement


      The Society is not required to be audited; however, if it wishes to be audited, it is required to appoint an external auditor with the qualifications described in section 42 of the Societies Act.


    2. Appointment of Auditor at Annual General Meeting


      If the Society wishes to appoint an auditor that auditor will be appointed at an annual general meeting to hold office until he, she or it is reappointed or his, her or its successor is appointed at the next following annual general meeting in accordance with the procedures set out in the Societies Act or until the Society no longer wishes to appoint an auditor.


    3. Removal of Auditor


      An auditor may be removed by Ordinary Resolution in accordance with the procedures set out in the Societies Act.


    4. Notice of Appointment


      An auditor will be promptly informed in writing of his, her or its appointment or removal.


    5. Restrictions on Appointment


      No Director or employee of the Society will act as auditor.


    6. Attendance at Annual General Meetings


The auditor may attend general meetings.


PART 12. - NOTICES


    1. Entitlement to Notice


      Notices of a general meeting will be given to:


      1. every Person shown on the register of Members as a Member on the day the notice is given; and


      2. the auditor.


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        No other Person is entitled to be given notice of a general meeting.


    2. Method of Giving Notice


      A notice may be given to a Member or a Director either personally, by delivery, facsimile, electronic mail, or by first class mail posted to such Person’s Registered Address.


    3. When Notice Deemed to have been Received


      A notice sent by mail will be deemed to have been given on the day following that on which the notice was posted. In proving that notice has been given, it is sufficient to prove the notice was properly addressed and put in a Canadian Government post office receptacle with adequate postage affixed, provided that if, between the time of posting and the deemed giving of the notice, a mail strike or other labour dispute which might reasonably be expected to delay the delivery of such notice by the mails occurs, then such notice will only be effective when actually received. Any notice delivered either personally, by delivery, facsimile, or electronic mail will be deemed to have been given on the day it was so delivered or sent.


    4. Days to be Counted in Notice


If a number of days’ notice or a notice extending over any other period is required to be given, the day the notice is given or deemed to have been given and the day on which the event for which notice is given will not be counted in the number of days required.


PART 13. - MISCELLANEOUS


    1. Inspection of Records


      The documents, including the books of account, of the Society and the minutes of meetings of the Society and the Board will be open to the inspection of the Directors. The minutes of any meeting of the Society will be open to the inspection of Members in good standing upon reasonable notice to the keeper of such documents but the Members will not be entitled or have the right to inspect any other document of the Society.


    2. Participation in Meetings


      Any meeting of the Society, the Board or any committee, may also be held, or any Member, Director or committee member may participate in any meeting of the Society, the Board or any committee, by telephone or video conference call or similar communication equipment as long as all the Members, Directors, or Persons participating in the meeting can hear and respond to one another. All such Members, Directors, or Persons so participating in any such meeting will be deemed to be present in person at the stated location of such meeting and, notwithstanding the foregoing Bylaws, will be entitled to vote by a voice vote recorded by the secretary of such meeting. This method of voting will from time to time be used for passing resolutions.


    3. Rules Governing Notice, Board Resolutions and Ordinary Resolutions


      The rules governing when notice is deemed to have been given set out in these Bylaws will apply mutatis mutandis to determine when a Board Resolution will be deemed to have been submitted to all of the Directors and when an Ordinary Resolution will be deemed to have been submitted to all of the Members.


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    4. Right to become Member of other Society


      The Society will have the right to subscribe to, become a member of, and cooperate with any other society, corporation or association whose purposes or objectives are in whole or in part similar to the Society’s purposes.


    5. Not a Reporting Society


      Subject to an order of the Registrar pursuant to the Societies Act stating that the Society is a “reporting society” as defined under the Societies Act, the Society is not a “reporting society”.


    6. Branch Societies


The Society may establish and maintain one or more branch societies with the powers, not exceeding the powers of the Society, that the Society confers.


PART 14. - INDEMNIFICATION


    1. Indemnification of Directors and Officers


      Subject to the provisions of the Societies Act, each Director and each officer of the Society will be indemnified by the Society against all costs, charges and expenses reasonably incurred in connection with any claim, action, suit or proceeding to which that Person may be made a party by reason of being or having been a Director or officer of the Society.


    2. Indemnification of Past Directors and Officers


      To the extent permitted by the Societies Act, the Society will indemnify and hold harmless every Person heretofore now or hereafter serving as a Director or officer of the Society and that Person’s heirs and personal representative.


    3. Advancement of Expenses


      To the extent permitted by the Societies Act, all costs, charges and expenses incurred by a Director or officer with respect to any claim, action, suit or proceeding may be advanced by the Society prior to the final disposition thereof, in the discretion of the Board, and upon receipt of an undertaking satisfactory in form and amount to the Board by or on behalf of the recipient to repay such amount unless it is ultimately determined that the recipient is entitled to indemnification hereunder.


    4. Approval of Court and Term of Indemnification


      The Society will apply to the court for any approval of the court which may be required to ensure that the indemnities herein are effective and enforceable. Each Director and each officer of the Society on being elected or appointed will be deemed to have contracted with the Society upon the terms of the foregoing indemnities.



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    5. Indemnification not Invalidated by Non-Compliance


      The failure of a Director or officer of the Society to comply with the provisions of the Societies Act, or of the Constitution or these Bylaws, will not invalidate any indemnity to which he or she is entitled under this part.


    6. Purchase of Insurance


The Society may purchase and maintain insurance for the benefit of any or all Directors, officers, employees or agents against personal liability incurred by any such Person as a Director, officer, employee or agent.


PART 15. - BYLAWS


    1. Entitlement of Members to copy of Constitution and Bylaws


      On being admitted to membership, each Member is entitled to, and upon request the Board will provide him or her with, a copy of the Constitution and Bylaws of the Society.


    2. Special Resolution required to Alter or Add to Bylaws


These Bylaws will not be altered or added to except by Special Resolution.


PART 16. – PROVISIONS FROM THE SOCIETY’S PRE-TRANSITION CONSTITUTION


    1. Unalterable Provision


      The activities of the Society shall be carried on without purpose of gain for the members of the Society and any income, profits or other accretions to the Society shall be used in promoting the purposes of the Society. This paragraph shall be unalterable in accordance with section 22 of the Societies Act of British Columbia.


    2. Alterable Provision


In the event of winding-up or dissolution of the Society, all funds and assets of the Society remaining after the payment or satisfaction of all costs, charges, expenses, debts and liabilities of the Society, including the remuneration (if any) of a liquidator, and after payment of employees of the Society of any arrears of salaries or wages, and after the payment of any other debts of the Society, shall be as determined by the directors of the Society, divided among the members in good standing of the Society or transferred to such organization or organizations that are determined by the members of the Society to have purposes similar to those of the Society; In the event that the directors do not make the determination, then the assets remaining must be paid, transferred or delivered directly to the Ministry of Finance and Corporate Relations. This paragraph is alterable in accordance with section 22 of the Societies Act of British Columbia.


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