Quebec Chapter

Membership conditions

Subject to the articles, the organization has two (2) membership classes: regular members and honorary members.

Pursuant to paragraph 197 (1) of the Act (Fundamental Changes), a special resolution of the members shall be required to modify this article of the by-laws if the modifications affect the members’ rights or the terms and conditions described in points 197(1)(e), (h), (l) or (m).

Notice of a meeting of members

A notice indicating the date, time and location of a meeting of members shall be sent to every member entitled to vote by at least one of the following methods:

1. by mail, by messenger or in person, with the notice being sent to every member entitled to vote at the meeting during the period beginning sixty (60) days before the date of the meeting and ending twenty-one (21) days before;
2. by any electronic, telephonic or other means of communication, with the notice being communicated to every member entitled to vote at the meeting during the period beginning thirty-five (35) days before the date of the meeting and ending twenty-one (21) days before.

Pursuant to paragraph 197 (1) of the Act (Fundamental Changes), a special resolution of the members shall be required to modify the by-laws of the organization in order to change the manner of giving notice to members entitled to vote at meetings of members.

Absentee voting by mail

Pursuant to paragraph 171 (1) of the Act (Absentee voting), a member entitled to vote at a meeting of members may exercise this right by using a ballot sent by mail if the organization has established a system that allows for both of the following:

1. collecting the vote in such a manner that it can subsequently be verified;
2. presenting the result of the vote to the organization without allowing the organization to learn what the member’s vote was.

Pursuant to paragraph 197 (1) of the Act (Fundamental Changes), a special resolution of the members shall be required to modify the by-laws of the organization in order to change the authorized methods of voting by members not in attendance at the meeting of members.

Membership fees

Membership fees are free.

The membership period corresponds to the fiscal year during which the member has attended one of the activities organized by FMI-Quebec, and ends after the Annual General Meeting (AGM) following the end of that fiscal year.

Disciplinary measures against members

The Board of Directors is authorized to suspend or expel a member from the organization for one or more of the following reasons:

1. the violation of a provision of the organization’s articles, by-laws or written policies;
2. conduct likely to result in harm to the organization, in the opinion of the Board of Directors and at its sole discretion;
3. any other reason that the Board of Directors deems reasonable, at its sole discretion, in consideration of the organization’s statement of purpose.

If the Board of Directors determines that a member should be suspended or expelled from the organization, the President, or any other officer designated by the Board, shall give the member twenty (20) days’ prior notice of their suspension or expulsion, and indicate the reasons for the proposed suspension or expulsion. During this twenty (20) day period, the member may deliver a written response to the received notice to the President, or to any other officer designated by the Board. If there is no written response in accordance with this provision, the President, or any other officer designated by the Board, can notify the member that he has been suspended or expelled from the organization. If the President, or any other officer designated by the Board, receives a written response in accordance with this provision, the Board of Directors shall review it in order to arrive at a final decision, and shall inform the member of this final decision within twenty (20) additional days starting from the date on which the response is received. The Board of Directors’ decision is final and enforceable, and the member has no right of appeal.

Persons entitled to attend a meeting

The only persons entitled to attend a meeting shall be those who are entitled to vote at that meeting, the Directors and the organization’s auditor, as well as any other person whose presence is authorized or required under the provisions of the Act or under the articles or by-laws of the organization. Other persons may be admitted solely at the invitation of the president of the meeting or by a resolution of the members.

President of the meeting

If the President and Vice-President of the Board of Directors are absent, the members who are present and entitled to vote at the meeting shall choose one of their number to chair the meeting.

Quorum

The quorum established for all meetings of members (unless the Act requires a larger number of members) shall correspond to the presence of twenty-five (25) members entitled to vote at such a meeting, whether in person or represented by proxy by the members entitled to vote at the meeting. Once a quorum is achieved, the meeting may begin so that members can deliberate.

Deciding votes

Unless otherwise provided for by the articles, the by-laws or the Act, decisions on all questions shall be made by majority vote at all meetings of members. In the event of an equality of votes after a vote by show of hands, a vote by secret ballot or a vote by electronic means, the president of the meeting shall cast a second vote.

Election and term

Subject to the articles, members shall elect the Directors at their first meeting and at each annual meeting at which an election of Directors is required. Directors are elected for a term ending no later than the end of the second subsequent annual meeting.

Calling meetings

Meetings of the Board of Directors can be called by its President, its Vice-President or by two (2) Directors at any time.

Notice of meeting

A notice indicating the date, time and location of a meeting of the Board of Directors shall be given to each Director of the organization, in the manner specified in Article 8.01 of these by-laws, no later than three (3) days before the planned meeting date. This notice may be communicated by any electronic, telephonic or other means of communication. This notice shall not be required if all Directors are present and if none of them are opposed to holding the meeting, or if the Directors not present have waived notice or otherwise consented that the meeting in question be held. Notice of adjournment of a meeting shall not be required if the date, time and location of the adjourned meeting are announced at the initial meeting. Unless otherwise provided for in the by-laws, it shall not be required that the notice of the meeting of the Board of Directors specify the meeting’s purpose or agenda, but this notice shall specify all items indicated in paragraph 138 (2) of the Act (Limits) that will be addressed at the meeting.

In the event that the President of the Board, the Vice-President of the Board, the president or the vice-president who is a director determines, at his discretion, that it is urgent to call a meeting of the Directors, he can give notice of a meeting of Directors by any electronic, telephonic or other means of communication at least twenty-four (24) hours prior to the time chosen for the meeting.

Regular meetings

The Board of Directors can designate one or more days of one or more months for regular meetings, the time and location of which shall be determined subsequently. A copy of any resolution of the Board setting the time and location of regular meetings of the Board of Directors shall be sent to each of the Directors immediately after it is adopted. No other notice shall be necessary for another regular meeting, unless paragraph 136 (3) of the Act (Notice of meeting) requires that the purpose or agenda be specified in the notice.

Deciding vote

In all meetings of the Board of Directors, the decision on a given question is carried by the majority of votes cast on that question. In the event of an equality of votes, the president of the meeting shall cast a second vote.

Committees

If the Board of Directors deems it necessary or appropriate for this purpose, and subject to the provisions of the Act, the Board may delegate certain powers to a committee or advisory body. Subject to the rules or instructions issued by the Board of Directors, this committee can establish its own rules of procedure. Any member of a committee can be removed by resolution of the Board of Directors.

Position descriptions

Unless otherwise indicated by the Board of Directors, an officer may modify, restrict or expand his functions and powers, subject to the provisions of the Act. If positions are created within the organization and officers are appointed to those positions, the position holders shall exercise the following functions and powers:

1. President – The President is appointed by the Directors and chosen from among the Directors. He has the powers and exercises the functions that are assigned to him by these by-laws, and has all other powers and exercises all other functions that the Board of Directors may determine from time to time. Unless another person is appointed as Chief Executive Officer, the President is the Chief Executive Officer and has all the powers and exercises all the functions associated with this title, except insofar as the Board of Directors decides otherwise, if applicable.
2. Vice-President(s) – The vice-president or vice-presidents have the powers and exercise the functions that are assigned to him or them by these by-laws, and have all other powers and exercise all other functions that the Board of Directors may assign to them from time to time. In the event of the absence or incapacity of the President, or of the President’s refusal or failure to act, the Vice-President (or, if there are multiple Vice-Presidents, the one who has been designated for this purpose by resolution of the Board of Directors) can exercise the powers and functions of the President. If this Vice-President exercises certain powers or functions of the President, it is presumed that the President is absent, unable to act, or has failed or refused to act; however, no Vice-President who is not a Director may chair a meeting of the Board or a meeting of members, unless he has the right to attend that meeting.
3. Chief Executive Officer – Unless the Board of Director decides otherwise, the Chief Executive Officer exercises overall control and monitoring of the organization’s business.
4. Secretary and Deputy Secretaries – It is the Secretary’s responsibility to provide and serve all notices issued by the organization. He records the minutes of all meetings of members and meetings of the Board of Directors, and retains them in one or more books designated for this purpose. He is in charge of the organization’s records, including the registries containing the names and addresses of the members and Directors of the organization, and copies of all reports prepared by the organization and all other books and documents determined by the Board of Directors. He is responsible for maintaining and producing all registers, reports, certificates and other documents that the organization must maintain and produce in accordance with the law and that are not under the responsibility of another officer or agent of the organization. He completes all the tasks under his responsibility, subject to review by the Board of Directors, and he has all the other powers and exercises all the other functions that the Board of Directors may assign to him from time to time.Deputy Secretaries can carry out all of the Secretary’s functions that are delegated to them from time to time by the Board of Directors or by the Secretary.
5. Treasurer and Deputy Treasurers – The Treasurer bears overall responsibility for the organization’s finances. He reports to the Board of Directors, when the Board requests him to do so, on the organization’s financial situation and on all of his operations in his capacity as Treasurer; as soon as possible after the end of each fiscal year, he prepares and submits an annual report for that fiscal year. He is in charge of and responsible for the accounting records that the organization must maintain in accordance with the laws that govern the organization. He completes all the other tasks under his responsibility as Treasurer, subject to review by the Board of Directors, and he has all the other powers and exercises all the other functions that the Board of Directors may assign to him from time to time. Deputy Treasurers can carry out all of the Treasurer’s functions that are delegated to them from time to time by the Board of Directors or by the Treasurer.
6. Secretary-Treasurer – When the Secretary also serves the function of Treasurer, he may, at the discretion of the Board of Directors, be called “Secretary-Treasurer”; likewise, when a Deputy Secretary also serves the function of Deputy Treasurer, he may, at the discretion of the Board of Directors, be called “Deputy Secretary-Treasurer”.

The functions and powers of all other officers of the organization shall be determined based on their mandate or on the requirements set by the Board of Directors or the President. Subject to the provisions of the Act, the Board of Directors can modify, expand or restrict the functions and powers of any officer.

Vacancy in a position

Unless otherwise provided for in a written agreement, the Board of Directors can remove any officer of the organization with a valid reason. Unless removed in this way, an officer shall exercise their functions until the first of the following events occurs:

1. his successor has been named;
2. the officer has presented his resignation;
3. the officer has ceased to be a Director (if this is a condition for appointment);
4. the officer has died.

If an officer’s position in the organization is or becomes vacant, the Directors may appoint a person to fill it by resolution.

Method of communicating notices

All notices (including all communications and all documents) other than a notice of a meeting of members to be provided (e.g. sent, delivered or posted) in accordance with the Act, the articles, the by-laws or another source to a member, a Director, an officer or a member of a committee of the Board of Directors, or the certified public accountant, shall be considered to have been given in any of the following cases:

1. if the notice is given to the recipient in person or delivered to his address as listed in the organization’s records or, in the case of notice to a Director, to the last address indicated on the last notice sent by the organization in accordance with Articles 128 (Notice of directors) or 134 (Notice of change of director or director’s address);
2. if it is mailed to the recipient by ordinary mail or prepaid air mail to his address as listed in the organization’s records;
3. if it is communicated to the recipient by telephone, electronic or other communication at his address as listed in the organization’s records for this purpose;
4. if it is communicated in the form of an electronic document in accordance with Part 17 of the Act.

A notice communicated in this way is considered to have been given when it is given in person or delivered to the address listed in the organization’s records; a notice sent by mail is considered to have been given at the moment when it is dispatched at a post office or placed in a public mailbox; and a notice sent by any documented or registered form of communication is considered to have been given when it is communicated or delivered to the company or the appropriate communication organization or to its representative for purposes of communication. The Secretary may modify or order the modification of the address listed in the organization’s records for any member, Director, officer, certified public accountant or member of a committee of the Board of Directors in accordance with the information he deems to be reliable. The Secretary’s declaration that a notice has been given in accordance with this by-law shall constitute sufficient and irrefutable proof of that notice. The signature of any Director or officer of the organization on any notice or any other document issued by the organization may be handwritten, stamped, typed or printed, or partially handwritten, stamped, typed or printed.

Invalidity of a provision of this by-law

The invalidity or inapplicability of a provision of this by-law shall not in any way affect the validity or applicability of the other provisions of this by-law.

Omissions and errors

An unintentional failure to communicate a notice to a member, Director, officer, member of a committee of the Board of Directors, or the certified public accountant, failure to receive a notice by one of its intended recipients when the organization has given notice in accordance with the by-laws, or the presence of an error in a notice that does not affect its content shall not invalidate any measure taken at a meeting that is the subject of the notice in question or otherwise based on that notice.

Entry into force

Subject to questions that require a special resolution of the members, the present by-laws shall enter into force immediately upon their adoption by the Board of Directors.

WE HEREBY CERTIFY that the present by-laws no. 1 have been adopted by a resolution of the Board of Directors and confirmed by a special resolution of the members of the organization on September 20, 2017.

Dated December 8, 2017.

Original signed by:

Isabelle Savard, Officer, FMI-Quebec

Secretary