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By-Laws

By-laws relating generally to the conduct of the affairs of the Canadian Association of South Asian Lawyers (“CASAL”).

BE IT ENACTED AND IT IS HERBY ENACTED as a bylaw of the Canadian Association of South Asian Lawyers (hereinafter called the “Corporation”) as follows:

DEFINITIONS

In this bylaw and all other by-laws of the Corporation, unless the context otherwise specifies or requires:

(a) “Act” means the Canada Corporations Act, as from time to time amended, and every statute that may be substituted therefore and, in the case of such amendment or substitution, any references in the by-laws of the Corporation shall be read as referring to the amended or substituted provisions therefore;

(b) “by-law” means any bylaw of the Corporation from time to time in force and effect;

(c) all terms contained in the by-laws which are defined in the Act shall have the meanings given to such terms in the Act;

(d) words importing the singular number only shall include the plural and vice versa; words importing the masculine gender shall include the feminine and neuter genders; words importing persons shall include bodies corporate, corporations, companies, partnerships, syndicates, trusts and any number or aggregate of persons;

(e) the headings used in the by-laws are inserted for reference purposes only and are not to be considered or taken into account in construing the terms or provisions thereof or to be deemed in any way to clarify, modify or explain the effect of any such terms or provisions.

(f) “Special resolution” means a resolution passed by at least two-thirds of the votes cast by Regular members at a general meeting of the Corporation duly Called.

(g) “South Asians” refers to:

(i) individuals who can trace their ancestry to the Indian sub-continent,irrespective of the generational removal from the Indian sub-continent; and

(ii) individuals who are the spouses or adopted children of South Asian persons as defined in 2(g)(i).

MEMBERSHIP

3. Membership of the Corporation shall be open to South Asians as defined in sub- section 2(g), except as it pertains to members covered by section 8.

3. Classes of members. There shall be five classes of members in the Corporation:
3.1 Regular member,

3.2 Articling student member,3.3 Student member,3.4 Retired member.3.5 Honorary member.

4. Regular members. Any individual member in good standing of the Law Society in any Canadian jurisdiction who is shown on the records of the relevant Law Society.

5. Articling Student members. Any articling student in Canada.

6. Student members. Any student in any accredited Canadian law school or the National Committee of Accreditation (“NCA”) program, who may be eligible for membership of any Law Society in Canada upon completion of his/her academic courses.

7. Retired members. Any individual who may be retired from the active practice of law, who is eligible to acquire membership in any Canadian Law Society.

8. Honorary members. An individual who has made outstanding contributions towards humanity and whose membership has been approved by two-thirds of the Board of Directors

9.Every person who wishes to become a member of the Corporation must submit an application in the form prescribed by the Board of Directors.

10. Approval of membership. Membership in the Corporation shall consist of those individuals who are eligible for membership in any of the foregoing classes and whose application for admission as a member to any such class has received the approval of the Board of Directors of the Corporation or any committee specifically designated by the Board of Directors to be responsible therefore. The approval of an application shall not be unreasonably withheld.

11.Fees. The Board of Directors may from time to time fix annual dues or fees payable by the members, subject to approval in a general meeting by a special resolution. Members\’ dues for fees (the “Dues”) so fixed need not be the same annual sum for each classes of membership. The members shall be notified of the applicable Dues at any time payable by them and, if such Dues are not paid within 90 days of the date of such notice, the members in default shall thereupon automatically cease to be members of the Corporation, but any such member may on payment of all unpaid Dues be reinstated automatically.

12. Until changed by a “special resolution” the following yearly membership fee is prescribed, from January 1 to December 31, to be apportioned to the month of membership.

12.1 Regular member: up to 2 years of practice: $30.00 More than 2 years of practice: $50.00
12.2 Articling student member: No Charge

12.3 Student member: No Charge

12.4 Retired member: $30.00

12.5 Honorary member: No charge

13. Privileges of membership. All regular and retired members shall be entitled to any and all privileges, rights and benefits accruing to members of the Corporation generally, and to no other privileges, rights or benefits.

14. Resignation from membership. Any member may resign from membership in the Corporation upon notice in writing to the Secretary of the Corporation. There shall be no refund of membership dues if a member resigns.

15. Termination of membership. Disbarment of a member by any Canadian Law Society or ceasing to be a student shall automatically terminate membership of such an individual in the Corporation.

16. Suspension of membership. Suspension of membership by any Canadian Law Society or law school shall automatically suspend membership in the Corporation, until such time as the member is re-instated by the suspending law society or law school or admitted to another Canadian law society or law school.

17. Amendments. Sections 1 through 16, 23, 30, and 31 of this bylaw shall not be amended, repealed or rescinded except by a bylaw confirmed by at least two-thirds of the votes cast at a general meeting of the Corporation duly called for that purpose.

MEETINGS OF MEMBERS

18. Annual meetings. The annual meeting of the members shall be held at any place within Canada and at such time as the Board of Directors may by resolution determine. At annual meetings, there shall be presented a financial statement of the Corporation and such other information or reports relating to the Corporation\’s affairs as the Act may require or the Board of Directors may determine. There shall be at least one general meeting within each 12 months period. There shall be a general meeting held not later than 4 months following the date of incorporation of the corporation.

19. Special general meetings. Other meetings of the members (to be known as “special general meetings”) may be convened by order of the President or the VIce-President or by the Board of Directors to be held at any date, time and place within Canada The Board of Directors shall call a special general meeting on written request of not less than ten (10%) percent of the voting members as defined by Section 23 or by two-thirds of the Board of Directors.

20. Notice. Notice of Special General Meeting stating the date, hour and place of meeting and the general nature of the business to be transacted shall be given to each member in good standing at least 2 days before the date of every such meeting. Notice of any meeting where special business will be transacted shall contain information to permit the member to form a reasoned judgment on the decision to be taken. Notice of each meeting of members shall state that the member may vote by proxy and shall include the form of proxy to be used for such purpose. All proxies, to be effective, are to be returned to the office of the Corporation by no later than 12:00 pm Eastern Standard Time on the business day preceding the date of the meeting.

21. Omission of notice. The accidental omission to give notice of any meeting or the non-receipt of any notice by anyone entitled to notice shall not invalidate any resolution passed or any proceedings taken at any meeting of members.

22. Voting. Every question submitted to any meeting of members shall be decided in the first instance by a majority of votes given on a show of hands and in case of an equality of votes, the chairperson shall both on a show of hands and at a poll have a second or casting vote in addition to the vote to which he or she is entitled as a member. No other members of the Corporation shall be entitled to vote on any issue raised at a meeting of members of the Corporation unless and until all Dues payable by the member have been paid in accordance with the by-laws.

23. Voting right. Voting right shall be restricted to Regular members and to Retired members of the Corporation in good standing whose dues are fully paid.

24. Determination of vote. At any meeting, unless a poll is demanded, a declaration by the chairperson that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact without proof of the number or proportion of votes recorded in favour of or against the motion.

25. Chairperson. In the absence of the President and Vice-President, the members present shall choose another director as a chairperson of the meeting and if no director is present or if all the directors present decline to act as chairperson the members present shall choose one of the members present to be chairperson.

26. Polls. If at any meeting a poll is taken on the election of a chairperson or on the question of adjournment, it shall be taken forthwith without adjournment. If a poll is demanded on any other question or as to the election of directors, it shall be taken in the manner and at the time as the chairperson directs. The result of a poll shall be deemed to be the resolution of the members at the meeting at which the poll was demanded. A demand for a poll may be made either before or after any vote by show of hands and may be withdrawn.

27. Adjournments. The chairperson may, with the consent of the members at any meeting, adjourn it from time to time to a fixed date, time and place and no notice of the date, time and place for the holding of the adjourned meeting need be given to the members. 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.

28. Quorum. The presence of 3 members in good standing shall be a quorum of any meeting of members for the choice of a chairperson and the adjournment of the meeting; for all other purposes the presence of 15 members in good standing shall be necessary to constitute a quorum. No business shall be transacted at any meeting unless the requisite quorum is present at the commencement of the business.

DIRECTORS

29. Number and powers. Effective at the annual meeting of members to be held within 4 months of the incorporation of the corporation (the “Effective Time”), the affairs of the Corporation shall be managed by a board of 12 directors. The Board of Directors of the Corporation may exercise all powers and do all acts and things as may be exercised or done by the Corporation and are not prohibited by the by-laws or any special resolution of the Corporation or by statute expressly directed or required to be done by the Corporation at a general meeting of members.

30. Qualifications of directors. Every director shall be a regular member of the corporation who is at least 18 years of age who is not under any disbarment, suspension or other legal disabilities which prevent him or her from acting in the capacity of a director, whether such disability is created by Statute or by the by-laws of this corporation.

31. Election of directors and term of office. Subject to sections 13, 15, 16, 23 and 30 of these by-laws, the directors shall be elected in accordance with the by-laws, at every annual meeting of the members of the Corporation in accordance with the following:

(1) the initial directors shall be the members of the steering committee who shall call a general meeting of members within 4 months of the date of incorporation;

(2) At the first annual general meeting, the initial directors shall resign;
(3) Twelve directors shall be elected at the first meeting to serve staggered terms of office of 1 to 3 years. Each director shall first be nominated by a member in good standing and must have his or her nomination agreed to (“seconded”) by at least 3 other members in good standing. Each person so nominated shall have his or her name placed into an opaque box or other suitable container from which will be drawn 12 names. The twelve names drawn will be the first elected directors of the corporation;
(4) In order to determine the length of their respective term of office, the first twelve elected directors shall proceed to drawn one slip of paper from an opaque box containing twelve slips of paper. Four slips of paper shall be marked “one”, another four slips of paper shall be marked “two” and the last four slips of paper shall be marked “three”. Each director shall be deemed elected for his or her initial term of office for a time period corresponding to the number on the slip drawn;
(5) At the second annual general meeting and at each annual general meeting thereafter, the directors whose terms have expired shall resign and three new directors from the regular members shall be elected for terms of office of three years each in accordance with the method set out in 31(3) above.

Vacation of office. The office of a director of the Corporation shall be vacated if:

(a)The director becomes bankrupt or a receiving order is made against him or her or he or she makes an assignment under the Bankruptcy Act (Canada);

(b)An order is made declaring the director to be a mentally incompetent person or incapable of managing his or her own affairs;

(c)The director dies;

(d)The director misses three (3) consecutive meetings of the Board of Directors or fifty percent (50%) of the regularly scheduled meetings of the Board of Directors, unless the Board of Directors determines by resolution otherwise;

(e)By notice in writing to the Secretary of the Corporation the director resigns his or her office and the resignation, if not effective immediately, becomes effective in accordance with its terms; or

(d)The director ceases to be a member.

32. Removal of directors. The members of the Corporation may, by resolution passed by at least two-thirds of the votes cast at a general meeting of which notice specifying the intention to pass the resolution has been given, remove any director before the expiration of his or her term of office and may, by a majority of the votes cast at the meeting, elect any person in his or her stead for the remainder of his or her term.

33. Remuneration of directors. The directors shall serve without remuneration and no director shall directly or indirectly receive any profit from his or her position, provided that a director may be paid reasonable expenses incurred in the performance of his or her duties.

MEETINGS OF DIRECTORS

34. Place of meetings. Meetings of the Board of Directors may be held at any place or places within Canada, on such dates and at such times as the directors may by resolution determine, and in the directors’ discretion, either by personal attendance, via telephone conference or via video conference.

35. Notice. The President may convene a meeting of directors at any time or a Vice-President or any two directors and the Secretary, by direction of the President or a Vice-President or any two directors, shall convene a meeting of directors. The directors may from time to time by resolution determine to hold regular meetings of the directors and shall by this resolution fix the dates and times of the regular meetings; so long as any such resolution is in effect, the Secretary shall convene the regular meetings by notice given in the manner hereinafter referred to.

Notice of any meeting of directors stating the day, hour and place of meeting shall be given to each director at least 2 business days before the meeting is to take place, provided always that meetings of the board of directors may be held at any time without formal notice if all the directors are present or those absent have waived notice or have signified their consent in writing to the meeting being held in their absence. Any director thereof may waive notice of any meeting or any irregularity in any meeting or in the notice and this waiver may be validly given either before or after the meeting to which the waiver relates.

For the first meeting of the Board of Directors to be held immediately following the election of directors at an annual or special general meeting of the members or for a meeting of the Board of Directors at which a director is appointed to fill a vacancy in the board, no notice of the meeting shall be necessary in order for the meeting to be duly constituted, provided that a quorum of directors is present.

36. Quorum and Voting. A majority of directors shall constitute a quorum for the transaction of business. Questions arising at any meeting of directors shall be decided by a majority of votes. In case of equality of votes, the chairperson of the meeting in addition to his or her original vote shall have a second or casting vote.

S

SUBMISSION OF CONTRACTS OR

TRANSACTIONS TO MEMBERS FOR APPROVAL

37. The Board of Directors in its discretion may submit any contract, act or transaction for approval or ratification at any annual meeting of the members or at any special general meeting of the members called for the purpose of considering it and any contract, act or transaction that is approved or ratified by a resolution passed by a majority of the votes cast at the meeting (unless any different or additional requirement is imposed by the Act) shall be as valid and as binding upon the Corporation and upon all the members as if it had been approved or ratified by every member of the Corporation.

INDEMNITIES TO DIRECTORS AND OTHERS

38. Every director or officer of the Corporation or other person who has undertaken or is about to undertake any liability on behalf of the Corporation and their heirs, executors, administrators, legal representatives and estates shall from time to time and at all times, be indemnified and saved harmless, out of the funds of the Corporation, from and against:

(a)All costs, charges and expenses whatsoever which the director, officer or other person sustains or incurs in or about any action, suit or proceeding which relates to the affairs of the Corporation, brought, commenced or prosecuted against him or her for or in respect of any act, deed, matter or thing whatsoever made, done or permitted by him or her in or about the execution of the duties of his or her office or in respect of any such liability; and

(b)All other costs, charges and expenses which he or she sustains or incurs in or about or in relation to the affairs of the Corporation; except such costs, charges or expenses as are occasioned by his or her own willful neglect or default.

FOR THE PROTECTION OF DIRECTORS AND OFFICERS

39. No director or officer for the time being of the Corporation shall be liable for the acts, receipts, neglects or defaults of any other director or officer or employee or for joining in any receipt or act for conformity or for any loss, damage or expenses suffered or incurred by the Corporation through the insufficiency or deficiency of title to any property acquired by the Corporation or for or on behalf of the Corporation or for the insufficiency or deficiency of any security in or upon which any of the moneys of or belonging to the Corporation is placed out or invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person, firm or corporation, including any person, firm or corporation with whom or which any moneys, securities or effects is lodged or deposited, or any loss, conversion, misapplication or misappropriation of or any damage resulting from any dealings with any moneys, securities or other assets belonging to the Corporation or for any other loss, damage or misfortune whatever which may happen in the execution of the duties of his or her respective office or trust or in relation thereto unless caused by or through his or her own wrongful and willful act or through his or her own wrongful and willful neglect or default.

The directors for the time being of the Corporation shall not be under any duty or responsibility in respect of any contract, act or transaction whether or not made, done or entered into in the name or on behalf of the Corporation, except those as shall have been submitted to and authorized or approved by the Board of Directors. The Corporation shall not employ or otherwise contract, directly or indirectly, with any of the following to perform services for the Corporation:

(a)Director or officer of the Corporation;

(b)Any firm whose members include a director or officer of the Corporation, or

(c)Any corporation in which a director or officer of the Corporation is a shareholder, director or officer, Unless the Board of Directors is satisfied that it would be in the best interests of the Corporation to do so, in which case the fact of his or her being a director or officer of the Corporation shall not disentitle him or her, the firm or the corporation, as the case may be, from receiving proper remuneration for these services.

(d) No director or officer who has a potential interest in any contracts or dealings with the director shall vote on such deal. Any such director or officer shall excuse him or herself from the voting on such contract or deal in order to prevent any potential conflicts of interest between himself and the corporation.

(e) The Board of Directors may in its discretion obtain insurance coverage for directors and officers in sufficient amounts to indemnify all directors or officers for all acts done in the performance of their duties.

OFFICERS

40. Election and appointment. The Board of Directors shall annually or more often as may be required elect a President and one or more Vice-Presidents, and a Secretary/Treasurer. All of these officers must be members of the Board of Directors. Subject to the preceding sentence, the same person may, but need not be, known as the Secretary-Treasurer. The directors may appoint other officers and agents as they shall deem necessary who shall have such authority and shall perform such duties as may from time to time be prescribed by the Board of Directors. Following the first year of operation of the corporation, no director shall hold the position of president unless he or she has previously served in the capacity of Vice-president and no director shall hold the position of vice-president unless he or she has previously served in the capacity of secretary/treasurer. Following the first year of operation, there shall be an election of the Board of Directors yearly for the position of secretary/treasurer only, with the progression of the vice-president to the position of president and the progression of the secretary/treasurer to the position of vice-president.

41. Delegation of duties of officers. In the case of the absence or inability to act of the President, a Vice-President or any other officer of the Corporation or for any other reason that the directors may deem sufficient, the directors may delegate all or any of the powers of the officer to any other officer or to any director for the time being. The Board of directors may appoint any person(s) to act as the chief executive officer or other officers of the corporation to handle the day to day affairs of the corporation. Such person(s) need not be a member or a director of the corporation and shall have such powers and duties as the Board of directors may assign from time to time.

42. President. The President shall, when present, preside at all meetings of the Board of Directors and of members of the Corporation. The President shall represent the Corporation in dealings with any governmental or non-governmental authority/organization. He or she shall possess and exercise such powers and shall perform such other duties as the Board of Directors may from time to time assign to him or her. After the first year of operation of the corporation, no member shall hold the position of President unless he or she has previously served as a Vice-President.

43. Vice-President. The vice-President or, if more than one, the Vice-Presidents in order of seniority shall be vested with all the powers and shall perform all the duties of the President in the absence or inability or refusal to act of the President. The Vice-President or, if more than one, the Vice-Presidents shall possess and may exercise such other powers and duties as may from time to time be assigned to him or her or them by the Board of Directors. After the first year of operation of the corporation, no member shall hold the position of Vice-President unless he or she has previously held the position of Secretary-Treasurer.

44. Secretary. The Secretary shall, when present, act as secretary of all meetings of directors and members, and shall have charge of the minute books of the Corporation and the documents and registers referred to in the Act. He or she shall perform all duties incidental to his or her office or that are properly required of him or her by the Board of Directors. The Secretary may also act in the capacity as the Treasurer of the corporation pursuant to Sections 41 and 46 and may be known as the Secretary-Treasurer of the corporation.

45. Treasurer. The Treasurer shall collect all Corporation fees and, subject to the provisions of any resolution of the Board of Directors, shall have the care and custody of all the funds and securities of the Corporation and shall deposit them in the name of the Corporation in a bank or banks or with a depository or depositories as the Board of Directors may direct. He or she shall keep or cause to be kept the books of account and accounting records required by the Act. He or she shall perform all duties incidental to his or her office or that are properly required of him or her by the Board of Directors. He or she may be required to give a bond for the faithful performance of his or her duties as the Board of Directors in their uncontrolled discretion may require but no director shall be liable for failure to require any bond or the insufficiency of any bond or for any loss by reason of the failure of the Corporation to receive any indemnity thereby provided. The Treasurer shall also act as the Secretary of the corporation pursuant to Sections 41 and 45 and may be known as the Secretary-Treasurer.

46. Vacancies. If the office of President, Vice-President, Treasurer or Secretary shall be or become vacant by reason of death, resignation, and disqualification or otherwise the directors may appoint another director to fill the vacancy.

47. Election: Elections of directors and officers shall be conducted in accordance with Section 41.

47. The retiring President shall remain an ex-officio director of the corporation without the right to vote until the next annual general meeting of the Corporation following the end of his or her term.
Term Limits. Following completion of a term of office in any of the positions of President, Vice-President, Secretary or Treasurer, no person shall be eligible to hold the same position for a period of at least six years except with a special resolution duly passed by at least 2/3 of the votes of the elected Directors.

COMMITTEES

48. Constitution of committees. In addition to the Standing Committees, the

Board of Directors may from time to time constitute those committees it deems
necessary to assist it in carrying on the affairs of the Corporation and shall, in
furtherance thereof, prescribe duties of the committees. STANDING COMMITTEES

49. These will be permanent Standing Committees:

50.1 COMMITTEE TO PROTECT AND PROMOTE THE INTERESTS OF SOUTH ASIAN LAWYERS AND TO HANDLE PUBLIC RELATIONS;

50.2 COMMITTEE TO HANDLE COMMUNITY LEGAL AFFAIRS;

50.3 COMMITTEE TO HANDLE WOMEN’S ISSUES;

50.4 COMMITTEE TO HANDLE FINANCE AND SOCIAL AFFAIRS

50.5 AN ADVISORY COMMITTEE and

50.6 SUCH OTHER COMMITTEES THAT THE BOARD OF DIRECTORS MAY SEE FIT TO ESTABLISH FROM TIME TO TIME

51. Form of committees. There will be at least 3 members in each committee. Each Committee shall be chaired by one of the Directors of the Corporation.
Members of each Committee shall be appointed by the Board of Directors from members of the Corporation and/or such other persons as the Directors may see fit to appoint. The members so appointed shall remain on the Committee for such term as is set by the Board of Directors. All committees shall report to the Board of Directors whenever requested to do so.

52. Meetings. The committees constituted as aforesaid may meet for the transaction of business, adjourn and otherwise regulate their meetings as they
think fit provided, however, that a majority of the members of each committee shall constitute a quorum thereof for the transaction of business. Questions
arising at any meeting of a committee shall be decided by a majority of votes and in case of an equality of votes the chairperson shall have a second or casting vote.

VOTING SHARES AND SECURITIES IN OTHER ISSUER

53. All of the shares or other securities carrying voting rights of any other body corporate or other issuer held from time to time by the Corporation may be voted at any and all meetings of shareholders, bondholder, denture holders or holders of other securities (as the case may be) of any other body corporate or other issuer and in the manner and by the person or persons as the Board of Directors of the Corporation shall from time to time determine.
The duly authorized signing officers of the Corporation may also from time to time execute and deliver proxies for and on behalf of the Corporation and arrange for the issuance of voting certificates and other evidence of the right to vote in those names as they may determine without the necessity of a resolution or other action by the Board of Directors.

54. Service. Any notice to be given to any member director or auditor shall be served either personally or sent by prepaid mail or by telefax or email to the member, director or auditor addressed to him or her at his or her address as it appears in the books of the Corporation or if no address is given there, then addressed to the last address of the member, director or auditor known to the Secretary of the Corporation. With respect to every notice sent by prepaid mail, it shall be sufficient to prove that the envelope or wrapper containing the notice was properly addressed and put into a post office or into a post office letter-box. Notices sent by mail shall be deemed to have been received five (5) days after posting. Notices sent by telefax or email shall be deemed to have been received upon successful transmission.

55. Signature to notices. The signature to any notice may be written, stamped, type written or printed or partly written, stamped, typewritten or printed.

56. Computation of time. Where a given number of days\’ notice or notice extending over any period is required to be given, the day of service or posting of the notice shall not be counted in the number of days or other period but the day for which notice is given shall be so counted.

Where the term “business days” is used in this bylaw it shall mean Mondays, Tuesdays, Wednesdays, Thursdays and Fridays except where such days fall on statutory holidays.

57. Proof of service. A certificate of the President, the Vice-President, the Treasurer or the Secretary of the Corporation or of any full time employee of the Corporation in office at the time of making of the certificate as to facts in relation to the mailing or delivery of any notice to any member, director, officer or auditor or publication of any notice shall be conclusive evidence thereof and shall be binding on every member, director, officer or auditor of the Corporation, as the case may be.

CHEQUES, DRAFTS, NOTES, ETC.

58. All cheques, drafts or orders for the payment of money and all notes and acceptances and bills of exchange shall be signed by an officer or officers or person or persons, whether or not officers of the Corporation, and in such manner as the Board of Directors may from time to time designate by resolution.

BORROWING

59. Without limiting the borrowing powers of the Corporation as set forth in the Act, but subject to the provisions of the Act, the Board of Directors may from time to time, without authorization of the members:

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

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

(c)Give guarantees on behalf of the Corporation to secure performance of an obligation of any person; and

(d)Mortgage, hypothecate, pledge or otherwise create a security interest in all or any of the property of the Corporation owned or subsequently acquired, to secure any obligation of the Corporation.

60. The Board of Directors may from time to time authorize any director or directors, officer or officers, employee of the Corporation or other person or persons, whether connected with the Corporation or not, to make arrangements with reference to the monies borrowed or to be borrowed as a aforesaid and as to the terms and conditions of the loan thereof and as to the securities to be given therefore, with power to vary or modify such arrangements, terms and conditions and to give such additional debt obligations for any monies borrowed or remaining due by the Corporation as the directors of the Corporation may authorize and generally to manage, transact and settle the borrowing of money by the Corporation.

The words “debt obligations” as used in this Section 59 means bonds, debentures, notes or other similar obligation or guarantees of such an obligation, whether secured or unsecured.

HEAD OFFICE

61. The regular members at the first constituting meeting of the Corporation shall by special resolution fix the location of the head office of the Corporation within Canada.

SEAL

62. The seal, an impression whereof is stamped in the margin hereof, shall be the seal of the Corporation.

CUSTODY OF SECURITIES

63. All shares and securities owned by the Corporation shall be lodged (in the name of the Corporation) with a chartered bank or a trust company or in a safety deposit box or, if so authorized by resolution of the Board of Directors, with such other depositories or in such other manner as may be determined from time to time by the Board of Directors.

All share certificates, bonds, debentures, notes or other obligations belonging to the Corporation may be issued or held in the name of a nominee or nominees of the Corporation (and if issued or held in the names of more than one nominee shall be held in the names of the nominees jointly with right of survivorship) and shall be endorsed in blank with endorsement guaranteed in order to enable transfer hereof to be completed and registration thereof to be effected.

EXECUTION OF CONTRACTS, ETC.

64. Either the President or a Vice-President together with the Secretary may sign contracts, documents or instruments in writing requiring the signature of the Corporation, and all contracts, documents or instruments in writing so signed shall be binding upon the Corporation without any further authorization or formality. No person, including, President or Vice-president together with the Secretary may enter into a contract for $5000.00 or more, or sign it, on behalf of the Corporation without prior approval by the Board of Directors.

The seal of the Corporation may when required be affixed to contracts, documents or instruments in writing signed as aforesaid or by any officer or officers, person or persons, appointed as aforesaid by resolution of the Board of Directors.

The term “contracts, documents or instruments in writing” as used herein shall include deeds, mortgages, hypothecs, charges, conveyances, transfers and assignments of property, real or personal, immovable or movable, powers of attorney, agreements, releases, receipts and discharges for the payment of money or other obligations, conveyances, transfers and assignments of shares, bonds, debentures or other securities and all paper writings.

In particular, without limiting the generality of the foregoing, the President or a Vice-President together with the Secretary are authorized to sell, assign, transfer, exchange, convert or convey any and all shares, bonds, debentures, rights, warrants or other securities owned by or registered in the name of the Corporation and to sign and execute (under the corporate seal of the Corporation or otherwise) all assignments, transfers, conveyances, powers of attorney and other instruments that may be necessary for the purpose of selling, assigning, transferring, exchanging, converting or conveying any such shares, bonds, debentures, right, warrants or other securities.

FISCAL YEAR

65. The fiscal period of the Corporation shall terminate on the 31st day of December of each year.

MINUTES OF BOARD OF DIRECTORS’ MEETINGS

66. After approval of the minutes of meetings of the Board of Directors, these minutes shall be made available to the general membership of the Corporation. Minute of meetings shall always be available to the directors, each of who shall receive a copy of these minutes prior to the next meeting of the Board of Directors.

BOOKS AND RECORDS

67. The Board of Directors shall ensure that all necessary books and records of the Corporation required by the Act, the bylaws of the Corporation or by any other applicable statute or law are regularly and properly kept.

RULES AND REGULATIONS

68. The directors may prescribe such rules and regulation not inconsistent with these bylaws relating to the management and operation of the Corporation, as they deem expedient.

WRITTEN RESOLUTION

69. Subject to the Act, the letters patent or the bylaws, a resolution in writing signed by all the directors entitled to vote on such resolution at a meeting of directors or a resolution in writing signed by all the members entitled to vote on such resolution at a meeting of members is as valid as if it had been passed at a meeting of directors or a meeting of members, as the case may be. Such resolutions in writing satisfy al the requirements of the letters patent and bylaws relating to meetings of directors or members.

70. In the event the Corporation is dissolved, all funds belonging to the Corporation on the date of dissolution shall be donated in equal proportion to endowment funds of all Canadian law societies.

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