IT IS DECREED that the following provisions constitute a by-law for the organization:
Unless a different meaning is indicated by the context, in the present by-law and all other by-laws of the organization:
In the interpretation of these by-laws, masculine terms (such as “he”, “his”, etc.) shall be understood to include their feminine equivalents, terms used in the singular shall include the plural and vice versa, and the term “person” shall include a natural person, a legal person, a partnership, a trust company, or an unincorporated organization.
Except as specified in point 1.01 above, the words and expressions defined in the Act have the same meaning when used in these by-laws.
Seal of the organization
The organization may have its own seal, which must be approved by the Board of Directors. The secretary of the organization shall be the custodian of any seal approved by the Board of Directors.
Deeds, transfers, disposals, contracts, obligations and other written documents requiring the organization’s signature can be signed by two (2) of its officers or directors. Furthermore, the Board of Directors can determine the manner in which a particular document or a type of document must be signed, and can designate the signatory or signatories. Any person authorized to sign a document can place the seal of the organization on the document in question, if required. Any authorized signatory can certify a copy of a document, resolution, by-law or any other document of the organization as a true copy of the original.
End of the fiscal year
The end of the organization’s fiscal year shall be determined by the Board of Directors.
The organization’s banking operations shall be carried out in a bank, a trust company, or other firm or company conducting banking activities in Canada or elsewhere, and designated, appointed or authorized by a resolution of the Board of Directors. Banking operations shall be carried out, in whole or in part, by one or more officers of the organization or by other persons designated, mandated or authorized to do so by resolution of the Board of Directors.
Annual financial statements
Instead of sending members a copy of the annual financial statements and other documents mentioned in paragraph 172 (1) of the Act (Annual financial statements), the organization may publish a notice indicating that these documents can be obtained at the organization’s head office, and that, upon request, any member may receive a free copy at the head office itself or by prepaid post.
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:
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:
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 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:
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.
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.
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.
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.
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.
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.
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.
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:
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:
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:
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