BE IT ENACTED
as a by-law of the Corporation as follows:
ARTICLE
I - INTERPRETATION
1. Definitions
- In this by-law and all other by-laws of the Corporation, unless the
context otherwise requires:
"Act" means the
Canada Corporations Act Revised Statues of Canada 1970, chap. C-32, and
any act that may be substituted therefore, as from time to time amended;
"appoint" includes
"elect" and vice versa;
"board" means
the board of directors of the Corporation;
"by-laws" means
this by-law and all other by-laws of the Corporation from time to time
in force and effect;
"Corporation"
means Canadian Machine Tool Distributors Association;
"Corporate Head
Office" means the premises care of Mr. Jim Burrows, Denna Lake Road, Minden,
Ontario, K0M 2K0
"meeting of members"
includes an annual meeting of members and a special meeting of members;
"members" includes
any class of member;
"rules" means
any rules, regulations and standards adopted by the board pursuant to
the by-laws;
and words importing
the singular number include the plural and vice versa;
words importing the masculine gender include the feminine and
neuter genders and words importing a person include an individual, partnership,
association, body corporate, trustee, executor, administrator and other
legal personal representative.
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ARTICLE
II - AFFAIRS OF THE CORPORATION
2.01
HEAD OFFICE - Until changed in accordance with the Act, the head office
of the Corporation shall be located care of Mr. Jim Burrows, Denna Lake
Road, Minden, Ontario, K0M 2K0.
2.02
CORPORATE SEAL - The Corporation shall have a corporate seal and it shall
be in such form as the board may approve. It shall not be necessary for
the seal to be affixed to any document or instrument or agreement made
by or entered into by the Corporation.
2.03
FINANCIAL YEAR - Until otherwise ordered by the board, the financial year
of the Corporation shall end on the last day of August in each year.
2.04
EXECUTION OF INSTRUMENTS - Deeds, transfers, assignments, contracts, obligations,
certificates and other instruments may be signed on behalf of the Corporation
by any two of the directors or officers of the Corporation. In addition,
the board may from time to time direct the manner in which and the person
or persons by whom any particular instrument or class of instruments may
or shall be signed. Any signing officer may affix the corporate seal thereto.
2.05
BANKING ARRANGEMENTS - The banking business of the Corporation shall be
transacted with such banks, trust companies or other
bodies corporate or organizations as may from time to time be designated
by or under the authority of the board. Such banking business or any part
thereof shall be transacted under such agreements, instructions and delegations
of powers as the board may from time to time prescribe.
2.06
RULES AND REGULATIONS - The board shall have the power to adopt rules,
regulations and standards, not inconsistent with the Act and the by-laws,
to regulate the use of the conduct of the Corporation's affairs and to
provide for the proper operation, governance and management of the Corporation.
2.07
RECORDS - The directors shall see that all necessary books and records
of the Corporation, as required by the By-laws, the Act, or otherwise
by law, are regularly and properly kept.
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ARTICLE
III - MEMBERS
3.01
Classes of Membership -There shall be three classes of members, namely:
-
HONOURARY
MEMBERS
-
REGULAR
MEMBERS
-
ASSOCIATE
MEMBERS
3.02
HONOURARY MEMBERS - An Honourary Member is one elected by unanimous vote
of the Board or by two-thirds vote of the members present at an annual
meeting.
Any
member may, in recognition of length of membership and of contribution
to the character, interest and welfare of the Corporation, or of the public,
be elected an Honourary Member. Members so elected to Honourary Membership
shall relinquish any other class of Membership held.
An
Honourary Member shall be exempt from payment of entrance fees, if not
already paid, and further annual dues. In all other respects an Honourary
Member shall be entitled to the privileges of Regular Membership and be
subject to the rules of the Corporation, but shall not be eligible to
vote or hold office in the Corporation.
3.03
REGULAR MEMBERS - A regular member may be elected by an affirmative vote
of not less than two-thirds majority of the current directors of the Corporation.
A
regular member is one which:
-
maintains
an office or other recognized place of business;
-
represents
at least one recognized manufacturers on an exclusive basis in a designated
territory;
-
carries
its own accounts;
-
is
established and actively engaged in the distribution of machine tools
in Canada for at least one year at the time application for membership
is made;
-
does
at least 51% of its business in new machinery;
-
provides
monthly orders booked data in the format set out by the Corporation.
3.04
ASSOCIATE MEMBERS - An associate member may be elected by an affirmative
vote of not less than two-thirds majority of the current directors of
the Corporation.
An
associate member is one which:
-
maintains
an office or other recognized place of business anywhere in the world;
-
provides
machine tools or equipment/services ancillary or complimentary tools;
and
-
carries
its own accounts directly or through distribution.
Associate
members shall not be entitled to vote.
3.05
APPLICATIONS FOR MEMBERSHIP - Every application for membership shall be
made in writing to the President in a form approved by the Board. The
President will submit each such application to the next meeting of members,
or of directors, as the case may be.
3.06
FEES AND DUES - The entrance fees, annual dues and other fees to be paid
by the members shall be determined by an affirmative vote of not less
than two-thirds of the members present at an annual meeting.
3.07
RESIGNATIONS AND REINSTATEMENTS - All resignations shall be made in writing
to the Corporation and shall be effective on the ninetieth day after its
receipt. Any member who resigns or is expelled shall remain liable to
the Corporation for all unpaid amounts owed to the Corporation.
Any
member in good standing which resigns from the Corporation may be reinstated
to membership upon such terms and conditions and upon payment of such
fees and dues as the board may prescribe provided however that any member
which is expelled or resigns cannot be reinstated or rejoin until two
years after the date of expulsion or resignation.
3.08
SUSPENSIONS AND EXPULSIONS - The board may, by a vote of two-thirds of
those present at a meeting of the board, suspend or expel any member whose
conduct, shall be determined by the board to be improper, unbecoming or
likely to endanger the welfare, interest or character of the Corporation,
or who wilfully violates or neglects the observance of any by-law or rule
of the Corporation, or who no longer qualifies as a regular or associate
member, as the case may be. No member shall be suspended or expelled without
first having been notified and given an opportunity of being heard by
the board at a meeting called for the purpose, such notification being
sent at least 10 days prior to the meeting of the board at which the hearing
is to be held. All votes, communi-cations, conversations and debates on
the subject of suspensions or expulsions shall be confidential.
If
at any time within three months after the suspension or expulsion of a
member, a special meeting of the Corporation shall be requested by 20
members in writing, such meeting shall be called forthwith and an appeal
thereat may be taken from the decision of the board, and the member may
be reinstated by an affirmative vote of two-thirds of the members then
present notwithstanding section 3.07 of this by-law.
3.09
NOT TRANSFERABLE - No Membership in the Corporation is transferable.
3.10
REPRESENTATIVES - Every member, which is not a natural person, shall from
time to time appoint one representative from among its current directors,
officers and employees, which representative may attend meetings, act
as a director or officer, make submissions and generally participate in
the affairs of the Corporation on the member's behalf. Each member shall
give notice forthwith of such appointment to the Executive Director. A
member may appoint its representative as its proxy, according to section
7.09 of this by-law.
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ARTICLE
IV - DIRECTORS
4.01
NUMBER OF DIRECTORS AND QUORUM - The management of the affairs of the
Corporation shall be supervised by its board of directors. Until changed
in accordance with the Act, the number of directors shall be 7. At the
annual meeting, the members shall elect 7 members or representatives of
members who together with the past president, an ex officio member of
the board for a period of two years, shall constitute the board. At any
meeting 4 directors shall constitute a quorum for the transaction of business.
Notwithstanding vacancies the remaining directors may act if constituting
a quorum.
4.02
QUALIFICATION - No person shall be qualified as a director unless such
person shall:
at
the time of election, and throughout the term of office, be a member,
or director, officer, partner, employee of a member of the Corporation;
be at least eighteen (18) years old; be a natural person; and have capacity
to contract under law.
4.03
NOMINATING COMMITTEE - The Nominating Committee, consisting of the three
immediate past presidents, shall propose a slate of members for election
as directors at the annual meeting. These and any other nominations shall
be sent to the Secretary at least 6 days before the date of the annual
meeting.
4.04
ELECTION AND TERM - The whole board shall be elected at every second annual
meeting of members to hold office for two years until the second following
annual meeting, but if a new board is not elected thereat, the directors
then in office shall continue in office until their successors are duly
elected. The election may be by a show of hands or by resolution of the
members unless a ballot be demanded by any members.
4.05
REMOVAL OF DIRECTORS - The members may, by resolution passed by at least
two-thirds of the votes cast thereon at a meeting of members called for
the purpose, remove any director before the expiration of the director's
term of office and may, by majority vote at that meeting, elect any person
for the remainder of the director's term.
4.06
VACATION OF OFFICE - The office of a director shall be vacated upon the
occurrence of any of the following events: (a) if the director dies, or
becomes bankrupt, or is found by a court to be of unsound mind or is disqualified
under the Act from acting as a director; (b) if the director ceases to
be qualified as provided in section 4.02; (c) if the director shall be
removed from office by resolution of the members as provided in section
4.05; or (d) if, by notice in writing to the Corporation, the director
resigns and such resignation, if not effective immediately, becomes effective
in accordance with its terms.
4.07
VACANCIES - If a vacancy occurs on the board, the remaining directors
if constituting a quorum may appoint a qualified individual to fill the
vacancy for the remainder of the term.
CALLING
OF MEETINGS - Meetings of the board shall be held from time to time at
the call of the board or the president or any two directors. Notice of
the time and place of every meeting so called shall be given to each director
other than by mail not less then 48 hours before the time when the meeting
is to be held; provided that no notice of a meeting shall be necessary
if all the directors are present, or if those absent waive notice of,
or otherwise signify their consent to, such meeting being held. Notice
by mail shall be sent at least 14 days prior to the meeting.
4.09
FIRST MEETING OF NEW BOARD - Provided a quorum of directors is present,
each newly elected board may without notice hold its first meeting within
30 days following the meeting of members at which such board is elected.
4.10
REGULAR MEETINGS - The board may appoint a day or days in any month or
months for regular meetings at a place and hour to be named. The directors
shall be advised of the place and time of regular meetings of the board,
but no other notice shall be required for any such regular meeting.
4.11
PLACE OF MEETINGS - Meetings of the board shall be held at the Corporate
Head Office or elsewhere in Ontario, as the board may decide.
4.12
CHAIR - The president or, in the absence of the president, the president-elect,
or in the absence of both of them the secretary shall act as chair of
any meeting of directors. If no such officer be present, the directors
present shall choose one of their number to act as chair.
4.13
VOTES TO GOVERN - At all meetings of the board every question shall be
decided by a majority of the votes cast on the question. In case of an
equality of votes the chair of the meeting shall be entitled to a second
or casting vote.
4.14
DECLARATION OF INTEREST - It shall be the duty of every director of the
Corporation who is in any way, whether directly or indirectly, interested
in a contract or proposed contract with the Corporation to declare such
interest to the extent, in the manner and at the time required by the
Act.
4.15
REMUNERATION - Every director shall serve as such without remuneration,
provided that a director may be paid reasonable expenses incurred by him
in the performance of his duties.
4.16
POWERS - The directors of the Corporation may administer the affairs of
the Corporation in all things and make or cause to be made for the Corporation,
in its name, any kind of contract which the Corporation may lawfully enter
into and, save as hereafter provided generally, may exercise all such
other powers and do such acts and things as the Corporation is by its
letters patent or otherwise, authorized to exercise and do.
The
directors shall have the power to authorize expenditures on behalf of
the Corporation from time to time and may delegate by resolution to an
officer or officers of the Corporation the right to employ and pay salaries
to employees.
4.17
AGENTS - The board may appoint such agents and engage such employees as
it shall be necessary from time to time and such persons shall have the
authority and shall perform such duties as shall be prescribed by the
board at the time of such appointment.
4.18
SALARIES - Remuneration of all officers, agents and employees and committee
members shall be fixed by the board by resolution.
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ARTICLE
V - OFFICERS AND COMMITTEES
OFFICERS
- The directors shall elect only from among the members of the board a
president, and a president-elect at the first meeting of the board of
directors following an annual meeting of members and such other officers
as the board may determine.
EXECUTIVE
DIRECTOR - The board shall appoint an executive director, who shall be
responsible for the management of the Corporation, subject to the direction
of the board. The board may prescribe the duties of the executive director
and may remove the executive director from office. If so appointed by
the board, the executive director shall act as secretary of the Corporation.
The executive director shall attend at and keep minutes of all general
meetings of the directors.
5.03
PRESIDENT - The president shall be the chief executive officer of the
Corporation and shall perform such duties as are required by law, by the
By-Laws and rules and regulations of the Corporation or by the board.
He shall see that the orders and resolutions of the board are carried
into effect.
5.04
PRESIDENT-ELECT - The president-elect shall, in the absence or disability
of the president, perform the duties and exercise the powers of the president
and such other duties as shall from time to time be imposed upon by the
board of directors. The president-elect shall ensure proper books of account
of the Corporation are kept as required by the Act, prepare financial
statements for the members and directors and generally supervise the financial
affairs of the Corporation. The Corporation's seal, shall be kept in the
custody of the president-elect.
5.05
BONDING - The board may require any officer at the Corporation to furnish
at the expense of the Corporation a Bond for the faithful discharge of
his duties in such amount as the directors may determine.
5.06
COMMITTEES - The board may designate such committees as the board determines
and may appoint the members of such committees. The directors shall determine
the duties of such committees.
5.07
TERMS OF OFFICE-The board, in its discretion, may remove any officer or
member of a committee of the Corporation and may fill any vacancy in any
office or committee. Each officer, who is also a director, shall serve
a term of two years and each shall be elected every second year, but if
new officers are not then elected, the officers then in office shall continue
to hold office until their successors are duly elected. If the person
serving as president-elect is re-elected as a director, at the end of
his term as president-elect, then he shall automatically become president.
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ARTICLE
VI - PROTECTION OF DIRECTORS AND OFFICERS
6.01
LIMITATION OF LIABILITY - No director or officer 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 other act for
conformity, or for any loss, damage or expense happening to the Corporation
through the insufficiency or deficiency of title to any property acquired
by order of the board 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 the
Corporation shall be invested, or for any loss or damage arising from
the bankruptcy, insolvency or tortuous act of any person with whom any
of the moneys, securities or effects of the Corporation shall be deposited,
or for any loss occasioned by any error of judgment or oversight on the
director's or officer's part, or for any other loss, damage or misfortune
whatever which shall happen in the execution of the duties of the director
or officer or in relation thereto unless the same are occasioned by the
director's or officer's own willful neglect or default.
6.02
INDEMNITY - Every director and officer of the Corporation and their heirs
and personal representatives 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 that
such director or officer sustains or incurs in or about any action, suit
or proceeding that is brought, commenced or prosecuted against them for
or in respect of any act, deed, matter or thing whatsoever made, done
or permitted in or about the execution of the duties of office; and (b)
all other costs, charges and expenses that are sustained or incurred in
or about or in relation to the affairs of the Corporation, except such
costs, charges or expenses as are occasioned by such person's own wilful
neglect or default. The Corporation shall also indemnify such person in
such other circumstances as the Act and law permits or requires. Nothing
in this by-law shall limit the right of any person entitled to indemnity
to claim indemnity apart from this by-law.
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ARTICLE
VII - MEETINGS OF MEMBERS
7.01
ANNUAL MEETINGS - The annual meeting of the members shall be held in each
year at such time and on such day as the board or the president may from
time to time determine, for the purpose of receiving the reports and statements
required by the Act to be placed before the annual meeting, electing the
directors, and for the transaction of such other business as may properly
be brought before the meeting.
7.02
SPECIAL MEETINGS - The board or the president shall have power to call
a special meeting of members at any time. The board shall call a special
meeting of members on the written request of at least 10% of regular members
in good standing specifying the specific items for consideration at such
meeting. A special meeting shall be held not less than fourteen (14) and
not more than twenty-one (21) days from the receipt of such a request.
7.03
PLACE OF MEETINGS - Meetings of members shall be held at Corporate Head
Office or, if the board shall so determine, elsewhere including but not
limited to, in any one of the City of Toronto, the Town of Woodbridge,
the Town of Markham, or the City of Mississauga.
7.04
NOTICE OF MEETINGS - Notice of the time and place of each meeting of members
shall be given in the manner hereinafter provided not less than 14 days
before the day on which the meeting is to be held to each voting member
of record at the close of business on the day preceding the day on which
the notice is given. If so determined by the board, notice may be given
by publication in the Corporation's newsletter. Notice of a special meeting
of members shall state the general nature of the business to be transacted
at it.
7.05
CHAIR, SECRETARY AND SCRUTINEERS - Unless otherwise determined by the
board, the president or, in the absence, the president-elect, or in the
absence of both of them, the secretary shall be chair of any meeting of
members. If no such officer be present within 30 minutes from the time
fixed for holding the meeting, the persons present and entitled to vote
shall choose one of their number to be chair. If the secretary of the
Corporation be absent, the chair shall appoint some person, who need not
be a member, to act as secretary of the meeting. If desired, one or more
scrutineers, who need not be members, may be appointed by resolution,
or by the chair with the consent of the meeting.
7.06
PERSONS ENTITLED TO BE PRESENT - The only persons entitled to attend a
meeting of members shall be members (whether or not they are entitled
to vote thereat) or their proxy holders. Any other person may be admitted
only on the invitation of the chair of the meeting or with the consent
of the meeting.
7.07
QUORUM - At any meeting of members two individuals present in person who
are members or two proxy holders of members present in person shall constitute
a quorum for the appointment of a chair and adjournment of the meeting.
For all other purposes, two or more individuals present in person, who
are members, or two or more proxy holders of members present in person,
who constitute, or represent by proxy, not less than thirty percent (30%)
of regular members shall constitute a quorum.
RIGHT
TO VOTE - Only regular members shall be entitled to vote at a meeting
of members.
7.09
PROXIES - Any member entitled to vote at a meeting of members may, by
means of a proxy, appoint its representative, or failing that another
member or member's representative as nominee to attend and act at the
meeting in the manner, to the extent and with the power conferred by the
proxy. A proxy shall be executed by the member, shall contain the date
thereof and the appointment and name of the nominee and may contain a
revocation of a former proxy and restrictions, limitations or instructions
as to the manner in which the nominee is to vote. A proxy may be revoked
by instrument in writing executed by the member and deposited with the
secretary at any time up to and including the last business day preceding
the day of the meeting, or any adjournment thereof, at which the proxy
is to be used or with the chair of such meeting on the day of the meeting,
or adjournment thereof. The directors may by resolution fix a time not
exceeding 48 hours, excluding Saturdays, Sundays and holidays, preceding
any meeting or adjourned meeting of members before which time proxies
to be used at the meeting must be deposited with the Corporation, and
any period of time so fixed shall be specified in the notice calling the
meeting. A form of proxy or reminder of the right of a member to appoint
a proxy shall accompany the notice of all meetings sent to members.
7.10
VOTES TO GOVERN - At any meeting of members every question shall, unless
otherwise required by the Act or by-laws of the Corporation or by law,
be determined by majority of the votes duly cast on the question.
7.11
SHOW OF HANDS - Any question at a meeting of members shall be decided
by a show of hands unless, after a show of hands, a poll thereon is required
or demanded as hereinafter provided. Whenever a vote by show of hands
shall have been taken upon a question, unless a poll thereon is so required
or demanded, a declaration by the chair of the meeting that the vote upon
the question has been carried or carried by a particular majority or not
carried and an entry to that effect in the minutes of the meeting shall
be prima facie evidence of the fact without proof of the number or proportion
of the votes recorded in favour of or against any resolution or other
proceeding in respect of the said question, and the result of the vote
so taken shall be the decision of the members upon the said question.
7.12
POLLS - After a show of hands has been taken on any question, the chair
may require or any person entitled to vote on the question may demand
a poll thereon. A poll so required or demanded shall be taken in such
manner as the chair shall direct. A demand for a poll may be withdrawn
at any time prior to the taking of the poll.
7.13
CASTING VOTE - In case of an equality of votes at any meeting of members,
either upon a show of hands or upon a poll, the chair of the meeting shall
be entitled to an additional or casting vote.
7.14
ADJOURNMENT - The chair at a meeting of members may, with the consent
of the meeting and subject to such conditions as the meeting may decide,
adjourn the meeting from time to time and from place to place.
7.15
OTHER MATTERS - The board may solicit the views of the members of the
Corporation regarding any matter which, in its opinion, is of sufficient
importance to merit such action, whether or not the matter in question
requires the formal approval of the members under the bylaws of the Corporation
or applicable law. A notice shall be sent to each member containing a
summary of the relevant facts and of the board's proposal for dealing
with the matter and a request for an expression of the views of the members
accompanied, if appropriate, by a form to facilitate responses. In any
case where the board solicits the views of the members of the Corporation
it shall refrain from making or implementing its final decision regarding
the matter without giving due consideration to all responses received
by it from members by mail or otherwise.
7.16
MINUTES - Minutes shall be kept of all members' meetings and of the board
of directors' meetings. A copy of such minutes shall be sent to each member
not later than thirty (30) days after such meeting.
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ARTICLE
VIII - AUDITORS
8.01
AUDITORS - The members shall, at the annual meeting of the Corporation,
appoint an auditor whose remuneration shall be fixed by the board, and
whose duties shall be:
to
examine the annual financial statements of the Corporation and report
thereon to the members at the next annual meeting of the Corporation;
to
audit and sign the annual financial statement and report to the members
at the next annual meeting of the Corporation whether the financial statement
is fairly presented in accordance with generally accepted accounting principles;
to
do such other things as may from time to time be required by resolution
of the board; and
to
do such other things as may be within the duties of an auditor.
8.02
CANDIDATES FOR AUDITOR - Unless all the regular members so agree, the
auditor may not be a director, officer or employee of the Corporation
or of an affiliated corporation, or associated with an officer, director
or employee of the Corporation.
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ARTICLE
IX - NOTICES
9.01
METHOD OF GIVING NOTICES - Any notice (which term in this Article 9 includes
any communication or document) to be given (which term in this Article
9 includes sent, delivered or served) pursuant to the Act, the by-laws
or otherwise to a member, director, officer or auditor shall be sufficiently
given if delivered personally to the person to whom it is to be given
or if delivered to the person's last address as recorded in the books
of the Corporation or if mailed by prepaid ordinary or air mail addressed
to such person at such address or if sent to such member at such address
by means of transmitted or recorded communication (including facsimile,
electronic mail or internet). The secretary may change the address on
the Corporation's books of any member, director, officer or auditor in
accordance with any information believed to be reliable. A notice so delivered
shall be deemed to have been given when it is delivered personally or
at the address aforesaid; a notice so mailed shall be deemed to have been
given when deposited in a post office or public letter box; and a notice
sent by any means of transmitted or recorded communication shall be deemed
to have been given one day after it is sent.
Notice
of a meeting of members, or other communication to the members, may be
given by publication in the Corporation's newsletter.
9.02
COMPUTATION OF TIME - In computing the date when notice must be given
under any provision requiring a specified number of days notice of any
meeting or other event, the date of giving the notice shall be excluded
and the date of the meeting or other event shall be included.
9.03
OMISSIONS AND ERRORS - The accidental omission to give any notice to any
member, director, officer or auditor or the non-receipt of any notice
by any member, director, officer or auditor, or any error in any notice
not affecting the substance thereof, shall not invalidate any action taken
at any meeting held pursuant to such notice or otherwise founded thereon.
9.04
WAIVER OF NOTICE - Any member (or a duly appointed proxy), director, officer
or auditor may waive any notice required to be given under any provision
of the Act, the by-laws or otherwise and such waiver, whether given before
or after the meeting or other event of which notice is required to be
given, shall cure any default in giving such notice.
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ARTICLE
X - EFFECTIVE DATE AND REPEAL
10.01
EFFECTIVE DATE - This by-law shall come into force when approved by the
Minister of Industry, having been approved by a majority of the board
of directors and sanctioned by an affirmative vote of at least two-thirds
of members present and voting at a meeting duly called for the purpose
of considering the by-law.
REPEAL
- All previous by-laws of the Corporation are repealed as of the coming
into force of this by-law. Such repeal shall not affect the previous operation
of any by-law so repealed or affect the validity of any act done or right,
privilege, obligation or liability acquired or incurred under, or the
validity of any contract or agreement made pursuant to any such by-law
prior to its repeal. All directors and officers and other persons acting
under any by-law so repealed shall continue to act as if appointed under
the provisions of this by-law and all resolutions of the members or the
board or a committee of the board with continuing effect passed under
any repealed by-law shall continue to be good and valid except to the
extent inconsistent with this by-law and until amended or repealed.
ARTICLE
XI - AMMENDMENT OF BY-LAWS
11.01
The by-laws may be repealed or amended by by-law, or a new by-law regulating
the requirements of section 155 (2) of the Act, may be enacted by a majority
of the directors present at a meeting of the board of directors and sanctioned
by an affirmative vote of at least two-thirds of the members at a meeting
duly called for the purpose of considering the said by-law, provided that
the repeal or amendment of such by-law shall not be enforced or acted
upon until the approval of the Minister of Industry has been obtained.
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NOVEMBER,
1974
REVISED NOVEMBER, 1989
REVISED JANUARY, 1994
REVISED NOVEMBER, 1999 |
