CONSTITUTION OF B.C. TUNA FISHERMEN’S ASSOCIATION (as of November 28 2018)

1. The name of the Society is "B.C. Tuna Fishermen’s Association".

2. The purposes of the Society are:

(a) to represent and advance the interests of owners of Pacific region fishing vessels that hold tuna fishing licences.

(b) to initiate and maintain liaisons and working relationships with other industry groups, Fisheries and Oceans Canada, other governmental groups and regulatory agencies, and non-governmental organizations;

(d)to consider and make representations with respect to any legislation or regulations of any government or regulatory body or agency or any other measure with a view to attaining any or all of the purposes of the Society;

(e)to do all such things as may be expedient for the protection and benefit of its members;

(f)to receive, acquire and hold gifts, fees, donations and other revenues to be utilized for the above stated purposes; and

(g) to do all things incidental and necessary to promote and attain the foregoing purposes.

BY-LAWS

ARTICLE 1 - INTERPRETATION

1.1 Definitions

In these By-laws, unless the context otherwise requires:

(a) "Act" means the Societies Act of British Columbia and regulations thereto, as amended from time to time, and any successor legislation that may be hereinafter substituted therefor, as from time to time amended.

(b) “directors” or “board of directors” or “the board” means the of directors of the Society as described in Article 3 of these By-laws.

(c) “tuna fishing licence” means a commercial tuna fishing licence eligibility issued by Fisheries and Oceans Canada (“DFO”) and includes a Category “USA68” tuna licence and any commercial communal tuna fishing licences that may be created by DFO.

(d) “tuna fishing vessel” means a Canadian fishing vessel to which a tuna fishing licence is attached.

(e)“member" or "members" means Ordinary Members and Associate Members unless the context otherwise requires.

(f) "Ordinary Members" and "Associate Members" have the meanings specified under section 7 of these By-laws.

(g) “person” when used herein includes a natural person, corporation, incorporated society, or native band and the personal or other legal representatives of a person to whom the context can apply according to law.

(h)"registered address" of a member means its, his or her municipal address as recorded in the register of members or, if the member elects to provide an email address instead, that member’s email address as recorded in the register of members.

(i) "Society" means the "B.C. Tuna Fishermen’s Association”.

1.2 Incorporation by Reference

The definitions in the Act on the date these By-laws become effective are incorporated herein by reference to the extent that they are not inconsistent with the definitions contained in these By-laws.

1.3 Gender

Words importing the singular include the plural and vice versa and words importing persons include individuals, corporations, partnerships, trusts and unincorporated organizations.

ARTICLE 2 - TRANSACTION OF THE AFFAIRS OF THE SOCIETY

2.1 Head Office

The head office of the Society shall be in the Province of British Columbia at such place therein as the Board may from time to time determine.

2.2 Seal

The Board may adopt a common seal for the Society.

2.3 Financial Year

Until otherwise ordered by the Board, the financial year of the Society shall end on the 31st day of October in each year.

2.4 Borrowing by Society

(a) Subject to subsection 2.4(b), the Board may from time to time borrow money on behalf of the Society on the credit of the Society. Such action shall require a resolution passed by the Board.

(b) No debentures shall be issued without the sanction of a special resolution.

2.5 Cheques and other Negotiable Instruments

All cheques, bills of exchange or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Society, shall be signed by such officer or officers of the Society as may be formally designated for that purpose by the Board. Any such proper signing officers may arrange, settle, balance and certify all books and accounts between the Society and the Society's bankers and may receive all paid cheques and vouchers and sign all the bank’s forms or settlement of balance and release or verification slips.

2.6 Execution of Instruments

Deeds, transfers, licences, contracts and engagements on behalf of the Society shall be signed, whether under seal or otherwise, by such officer or officers of the Society as may be formally designated for that purpose by the Board. In addition, the Board may from time to time direct the manner in which and the person or persons by whom, any particular instrument, contract or obligations of the Society may or shall be executed.

2.7 Books and Records

The Board shall ensure that all necessary books and records of the Society required by the Act, these By-laws or for any other reason are regularly and properly kept.

ARTICLE 3 - DIRECTORS

3.1 of the Board

(a) The affairs of the Society shall be managed by a board of directors. The Board may exercise all the powers and do all the acts and things that the Society may exercise and do, and which are not by these By-laws or by statute or otherwise lawfully directed or required to be exercised or done by the Society in general meeting, but subject, nevertheless to:

(i) all laws affecting the Society;

(ii) the Act and these By-laws;

(iii) rules, not being inconsistent with these By-laws, which are made from time to time by the Society in general meeting.

(b) No rule made by the Society in general meeting invalidates a prior act of the Board that would have been valid if that rule had not been made.

3.2 Number of Directors

The Board shall be comprised of six (6) persons or such greater number of persons up to a maximum of 12 as determined from time to time by ordinary resolution of the members or such lesser number as the members may subsequently be determined by special resolution, as may be permitted by the Act.

3.3 Qualification

No person shall be eligible to be elected or appointed as a director of the Society unless such person is an Ordinary Member in good standing.

3.4 Election

(a) The first directors shall be those named in the list of first directors filed with the Registrar of Companies.

(b) The directors shall retire from office at each annual general meeting when their successors shall be elected. If no successor is elected the person previously elected or appointed continues to hold office unless they resign by notice in writing to the Secretary of the Society.

3.5 Vacation of Office

The office of any director shall be vacated upon the occurrence of any of the following events:

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

(b) if an order is made declaring the director a bankrupt;

(d) if the director resigns from office by notice in writing to the Secretary of the Society; or

(e) if the director ceases to be an Ordinary Member;

(f) upon removal by special resolution as provided in Bylaw 3.6.

3.6 Removal of Directors

The members may by special resolution remove a director before the expiration of his term of office, and may elect a successor to complete the term of office.

3.7 Vacancies

The directors may at any time and from time to time appoint a member as a director to fill a vacancy on the Board.

(a) A director appointed to fill a vacancy on the Board shall hold office only until the conclusion of the next following annual general meeting of the Society, but is eligible for re-election at the meeting.

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

3.8 Meetings of the Board

(a) The Board may meet at such times and places as they may determine to dispatch business, adjourn and otherwise regulate their meetings and proceedings, as they see fit.

(b) The Secretary of the Society shall call a meeting of the Board upon request of the President or any two (2) directors.

(c) Notice of the time and place of every Board meeting shall be given to each director not less than five (5) days before the time the meeting is to be held, provided that notice of a meeting shall not 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.

(d) A director may participate in a meeting of the Board by means of conference telephone or other communication facilities by means of which all directors participating in such meetings can hear each other provided that all directors participating agree to such participation. A director participating in a Board meeting in accordance with this subsection (d) shall be deemed to be present at the meeting and to have so agreed and shall, unless disqualified for any other reason be counted in the quorum therefore and be entitled to speak and vote thereat.

3.9 Quorum

The directors may from time to time fix the quorum necessary to transact business at a meeting of the Board, provided that the minimum quorum shall be five. No meeting of the Board shall be held unless a quorum is present. Where there is a vacancy among the directors, the remaining directors may exercise all the powers of the Board so long as a quorum remains in office.

3.10 Chairman

The President shall at his or her option be chairman of any meeting of the Board. If the President is not present or elects not to chair the meeting, the directors present shall choose one of their number to be chairman.

3.11 Secretary

The Secretary of the Society shall attend all meetings of the Board in order to prepare the minutes thereof. In the absence of the Secretary, or if a Secretary has not been appointed by the Board, the directors present shall choose one of their number or another attendee to act as Secretary of that meeting.

3.12 Voting

(a) At all meetings of the Board every director present shall be entitled to one vote and, subject to the provisions of these By-laws, every resolution or question shall be decided by a majority of the votes cast on the resolution or question.

(b) In the case of an equality of votes, the chairman of the meeting shall not be entitled to a second or casting vote.

(c) No resolution proposed at a meeting of the Board need by seconded and the chairman of a meeting may move or propose a resolution.

3.13 Resolutions in Writing

A resolution in writing signed by all the directors and placed with the minutes of the Board is as valid and effective as if regularly passed at a meeting of the Board.

3.14 Declaration of Interest

Every director of the Society who:

(a) is, directly or indirectly, interested in a proposed contract or transaction with the Society; or

(b) holds any office or possesses any property whereby, whether directly or indirectly, duties or interests might be created in conflict with his or her duties or interests as a director of the Society;

shall disclose fully and promptly the fact, nature and extent of the interest or conflict by a notice or statement in writing which such director shall deliver to each member of the Directors and otherwise comply with the requirements of the Societies Act, and it is further provided that a director shall not vote in respect of the approval of any such contract or transaction with the Society in which he is interested and if he shall do so his vote shall not be counted, but he shall be counted in the quorum present at the meeting in which such vote is taken.

3.15 Remuneration

Directors shall not be compensated by the Society for being or acting as a director or receive any other direct or indirect profit from their office but a director shall be reimbursed for all expenses necessarily and reasonably incurred by him while engaged in the affairs of the Society.

ARTICLE 4 - COMMITTEES

4.1 Committees

The Board may from time to time appoint such committee or committees as it deems necessary or appropriate for such purposes and with such powers as it shall see fit. Any such committee shall report to the Board on a timely basis concerning its activities. The members of such committees shall serve at the pleasure of the Board, as the case may be.

4.2 Committee Meetings

The provisions of Article 3 governing meetings of the board shall apply equally to meetings of any committee appointed by the Board.

ARTICLE 5 - OFFICERS

5.1 Appointment and Remuneration of Officers

The Board shall, from time to time, appoint a President and such other officers as the Board may determine. The remuneration of such officers and the terms and conditions of their tenure of office or employment shall from time to time be determined by the Board.

5.2 Qualification

No person shall be eligible to be appointed as an officer of the Society unless such person is an Ordinary Member in good standing.

5.3 President

The President is the chief executive officer of the Society and shall supervise the other officers in the execution of their duties.

5.4 Secretary

The Secretary, if one has been appointed by the Board, shall:

(a) conduct the correspondence of the Society;

(b) issue notices of meetings of the Society and directors;

(d) have custody of all records and documents of the Society except those required to be kept by the Treasurer;

(e) have custody of the common seal of the Society; and

(f) maintain the register of members.

5.5 Duties of Other Officers

The duties of all other officers of the Society shall be such as the terms of their engagement call for or the Board requires of them.

5.6 Variation of Duties

From time to time the Board may vary, add to or limit the powers and duties of any officer including the duties of those officers specifically referred to above.

5.7 Limitations

Each officer shall be appointed for a period of one (1) year, but if no person has been appointed to succeed any officer at the expiration of one year, then the person then in office shall continue in office until a successor has been appointed. Incumbent officers shall be eligible for re-election.

5.8 Resignation

Any officer may resign from such office by delivering a written resignation to the Board.

5.9 Removal

The directors may by resolution remove any officer before the expiration of his term of office, and may appoint any person in place of such officer for the remainder of the term.

ARTICLE 6 - PROTECTION OF DIRECTORS AND OFFICERS

6.1 Exercise of Duties in Good Faith

Every director and officer of the Society shall exercise the powers and discharge the duties of the office honestly, in good faith and in the best interests of the Society, and in connection therewith shall exercise the degree of care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

6.2 Limitation of Liability

Subject to the provisions of the Act, no director or officer of the Society shall be liable for:

(a) the acts, receipts, neglects or defaults of any other director, officer or employee of the Society;

(b) any joint receipt or act with one or more of the directors, officers or employees of the Society;

(c) any loss, damage or expense happening to the Society through the insufficiency or deficiency of title to any property acquired by order of the Board for the Society;

(d) any loss of monies of the Society invested in securities which are either insufficient or defective;

(e) any loss or damage the Society may incur in the event a person with or in whom the Society had investments is declared bankrupt or insolvent or has committed a tortious act;

(f) any loss occasioned by any error of judgment or oversight on the part of such director or officer; or

(g) for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of such office or in relation thereto;

unless the same shall happen by reason of a breach of that director's or officer's duty provided for in section 6.1 of these By-laws.

6.3 Indemnity

(a) Subject to the provisions of the Act, the Society may indemnify a director or officer or former director or officer of the Society, and their heirs and legal representatives against all costs, charges and expenses reasonably incurred by the director or officer or former director or officer in respect of any civil, criminal and administrative action or proceeding to which the director or officer or former director or officer is made a party by reason of being a director or officer of the Society, if

(i) the director or officer or former director or officer acted honestly and in good faith with a view to the best interests of the Society, and

(ii) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the director or officer or former director or officer had reasonable grounds for believing such course of conduct was lawful.

(b) No director or officer or former director or officer shall be indemnified by the Society should that director or officer or former director or officer be found in breach of any duty or responsibility imposed by law in an action brought against the director or officer or former director or officer in such capacity, unless the director or officer or former director or officer:

(i) was substantially successful on the merits in defence of the action or proceeding, and

(ii) has fulfilled the conditions set out in subsections (a)(i) and ( ii).

6.4 Insurance

The Society may purchase and maintain insurance for the benefit of any director or officer against personal liability incurred by him as a director or officer of the Society.

ARTICLE 7 - MEMBERSHIP

7.1 General

The members of the Society are the applicants for incorporation of the Society, and such other persons as are admitted as members pursuant to the provisions of this Article and, in either case, have not ceased to be members.

7.2 Classes of Membership

There shall be the following classes of membership in the Society:

(a) Ordinary Member; or

(b) Associate Member.

7.3 Admission to Membership

(a) Ordinary Member - Those persons eligible to become ordinary members shall be those persons who own a tuna fishing vessel to which is attached a tuna fishing licence and whose applications for membership in the Society have been submitted to and have been approved by the Board, or by a committee or person designated by the Board, and whose name has been entered on the register of members, which shall be determinative of membership in the Society and of the class of membership.

(b) If there are more than one owners of a tuna fishing vessel, or one owner owns more than one fishing vessel with a tuna licence, the owner or owners of that vessel or vessels shall, in the case of multiple owners of one vessel, be required to designate one, and only one, of those owners as an ordinary member for each tuna licence attached to the vessel and, in the case of one owner owing multiple vessels, that owner shall be entitled to designate any person as an ordinary member in respect of each vessel. Such appointments, and any changes to such appointments, shall be made in writing and be signed by the owner or owners of the tuna fishing vessel, and shall be delivered to the Secretary of the Association.

7.4 Associate Members

The Board may in their sole discretion establish a class or classes of associate members that shall have no voting rights. Persons that are not eligible to be ordinary members but are involved in the fishing, buying, marketing and distribution of tuna, and are interested in furthering the Society’s objectives, may be accepted as associate members.

(a) The classes, if any, of associate members, and criteria for becoming associate members in those classes, shall be established by a resolution or resolutions of the board of directors made pursuant to the provisions of these Bylaws.

(b) All applications for admission to the Society as associate members shall be submitted to the Board, and upon approval by a simple majority of the Board the applicant shall become an associate member.

(c) The Board shall have the absolute discretion to determine the proper membership classification for any associate member and shall have the absolute discretion to terminate the membership of an associate member of the Society.

(i)The board of directors shall set initiation fees and annual dues for the associate members according to the needs of the Society.

(d) Any corporation, society or native band that is an ordinary or associate member of the Society may by notice in writing signed by an authorized signatory of the corporation, society or native band delivered to the Secretary of the Society authorize such person as it thinks fit to act as its representative at any general meeting of the Society and Secretary or the directors of the Society may at their option require any such member to make such an appointment. The person so authorized shall be entitled to exercise in respect of and at such meeting the same powers on behalf of the corporation, society or native band which he or she represents as that corporation, society or native band could exercise if it were an individual member of the Society personally present, and will be counted for the purpose of forming a quorum if present at the meeting, provided that the member corporation, society or native band may by subsequent notice in writing designate an alternate or substitute representative to act as its representative.

7.5 Rights of Members

(a) General

Every member shall uphold the Constitution and By-laws of the Society.

(b) Ordinary Member

An Ordinary Member shall:

(a) be entitled, to have and to exercise all the powers and rights of a member under the provisions of the Act and, without limiting the generality of the foregoing, shall be entitled to receive notice of and to vote at all meetings of members of the Society; and

(b) pay such annual membership dues or fees as may be determined in accordance with the provisions of these By-laws.

An Associate Member shall:

(a) be entitled to receive notice of and attend all meetings of members of the Society but shall not have the right to vote at such meeting;

(b) pay such annual membership dues or fees as may be determined in accordance with the provisions of these By-laws; and

(c) not be entitled to stand for election as a director of the Society or be eligible for appointment as an officer of the Society.

7.6 Ceasing to be a Member

A person shall cease to be a member of the Society:

(a) by delivering his resignation in writing to the Secretary of the Society or by mailing or delivering it to the address of the Society;

(b) on his death or in the case of a corporation on dissolution;

(d) on having been a member not in good standing for a period of twelve (12) consecutive months.

7.7 Suspension or Expulsion

(a) The Board may suspend or expel any member for:

(i) default in the payment of dues, fees or assessments levied in accordance with these By-laws; or

(ii) any cause, conduct or behavior which in the opinion of the Board is inimical to the best interests of the Society or its members or for failure to comply with these By-laws or a direction of the Society.

(b) Prior to suspending or expelling a member, the Board shall provide notice to the member of the proposed suspension or expulsion, which notice shall set forth the reasons for the suspension or expulsion and give the member the right to make representations and appear in person before the Board.

(c) A member who is suspended or expelled shall not have any right to vote nor shall it or any of its officers or employees hold any office or position in the Society during the period of its suspension or upon expulsion, but, while suspended, shall continue to be bound by the duties and obligations of membership as defined in these By-laws.

(d)A suspended member may be reinstated upon a vote of the Board.

7.8 Good Standing

A member is in good standing unless a member is in default in payment of dues or fees levied in accordance with these By-laws or is under suspension.

7.9 Dues

The dues or fees payable by both the ordinary members and the associate members shall be as determined by the Board from time to time, and may be waived in special circumstances at the discretion of the Board. Membership dues or fees shall be payable at such times as is determined by the Board.

ARTICLE 8 - MEETINGS OF MEMBERS

8.1 Annual General Meetings

(a) Subject to any extensions of time permitted pursuant to the Act, annual general meetings of the Society shall be held at least once in every calendar year, as provided in the Act.

(b) The place and time of annual general meetings shall be determined by the Board in accordance with the Act.

(c) The business to be conducted at the annual general meeting of the Society shall be to receive the reports and statements required by the Act to be placed before the meeting, the election of directors, the election of delegate-directors, the appointment of auditors, if required, and the transaction of such other business as may be properly brought before the meeting.

8.2 Special General Meetings

The Board shall have the power to call a special general meeting of members at any time, the general nature of which shall be specified in a notice calling the meeting which shall be in the form required under this Article. Upon the written request of not less than ten percent (10%) of the members entitled to vote at a meeting of members, the Board shall call a special general meeting.

8.3 Notice of Meetings

(a) Notice of a general meeting shall be given to the members at their registered address in accordance with the Act and shall specify the place, day and hour of the meeting, and the general nature of the business to be conducted at the meeting.

(b) The auditors, if any, of the Society are entitled to receive all notices and other communications relating to any meeting of members that any members are entitled to receive.

8.4 Chairman

The President or, in the absence of the President, one of the other directors present, shall be the chairman of any meeting of members. If no such officer is present within fifteen (15) minutes of the time fixed for holding the meeting, the members present and entitled to vote thereat shall choose one of their number to be the chairman. If the Secretary of the Society is absent, the chairman shall appoint some person who need not be a member, to act as Secretary of that meeting.

8.5 Quorum

(a) A quorum at general meetings shall consist of persons present and being, or representing by proxy, not less than ten (10) members entitled to vote at the meeting.

(b) No business, other than the election of a chairman and the adjournment or termination of the meeting, shall be conducted at a general meeting at a time when a quorum is not present.

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

(d) If within thirty (30) minutes from the time appointed for the meeting a quorum is not present, the meeting, if convened on the requisition of members, shall be terminated; but in any other case, it shall stand adjourned to the same day in the next week, at the same time and place, and if, at the adjourned meeting, a quorum is not present within thirty (30) minutes from the time appointed for the meeting, the members present shall constitute a quorum.

8.6 Voting

(a) A member is not entitled to a vote on a resolution unless he is a voting member in good standing or proxy in accordance with these By-laws.

(b) Voting shall be by a show of hands unless (before or on the declaration of the result of the show of hands) a poll is directed by the chairman or demanded by at least one member entitled to vote who is present in person or by proxy. The chairman shall declare to the meeting the decision on every question in accordance with the result of the show of hands or the poll, and such decision shall be entered in the book of proceedings of the Society. A declaration by the chairman that a resolution has been carried, or carried unanimously, or by a particular majority, or lost or not carried by a particular majority and an entry to that effect in the book of the proceedings of the Society shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of, or against, that resolution.

(d) Subject to the Act, resolutions or questions arising at general meetings shall be determined by the majority of the votes cast on the resolution or question.

(e) No resolution proposed at a meeting need be seconded and the chairman of a meeting may move or propose a resolution.

(f) In the case of equality of votes, the chairman may not cast a second or deciding vote in addition to the vote to which he may be entitled as a member.

8.7 Voting by Proxy

(a) Every member entitled to vote at a meeting of members may, by means of a written proxy, appoint a person, who must be a voting member in good standing, as his nominee to attend and act on his behalf at a specific meeting of members, or any adjournment thereof, in the manner and to the extent authorized by the proxy, provided that no member attending the meeting may act as proxy holder for more than one other member at any particular meeting. The instrument appointing a proxy shall be in writing executed by the member and delivered to the President or the Secretary at any time prior to the commencement of voting at the meeting. A proxy may be revoked by the member giving it by a written instrument executed by the member and delivered in the same manner as the proxy may be delivered, or by the member attending the meeting in person and declaring to the meeting that the member revokes the proxy. A member may vote by proxy on any matter, including the election of directors.

(b) A form of proxy shall be in writing under the hand of the appointer or of his attorney duly authorized in writing, or, if the appointer is a corporation, either under the seal of the corporation or under the hand of a duly authorized officer or attorney.

(c) A form of proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy thereof shall be deposited at the address of the Society or at such other place as is specified for that purpose in the notice convening the meeting, not less than 48 hours (excluding Saturdays, Sundays and holidays) before the time for holding the meeting in respect of which the person named in the instrument is appointed. In addition to any other method of depositing proxies provided for in these Bylaws, the Board may from time by resolution make regulations relating to the depositing of proxies.

(d) Unless the Act or another statute or law which is applicable to the Society requires any other form of proxy, a proxy, whether for a specified meeting or otherwise, shall be in the form following, but may also be in any other form that the Board or the chairman of the meeting shall approve:

(Name of Society)

The undersigned, being a member of the above Society, hereby appoints _________________ as proxyholder for the undersigned to attend, act and vote for and undersigned at the general meeting held on the ____________ day of _____________ and at any adjournment thereof.

Signed this _____________ day of ______________

(Signature of Member)

(e) A vote given in accordance with the terms of a proxy is valid notwithstanding the previous death or incapacity of the member giving the proxy or the revocation of the proxy or of the authority under which the form of proxy was executed, provided that no notification in writing of such death, incapacity or revocation shall have been received at the registered address of the Society or by the chairman of the meeting or adjourned meeting for which the proxy was given before the vote is taken.

(f) Every proxy may be revoked by an instrument in writing:

(i) attorney authorized in writing or, where the member is a corporation, by a duly authorized officer or attorney of the corporation; and

(ii) delivered either to the registered address of the Society 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 to the chairman of the meeting on the day of the meeting or any adjournment thereof before any vote in respect of which the proxy is to be used shall have been taken;

or in any other manner provided by law.

8.8 Adjournment

The chairman at a general meeting of members may, subject to any other provisions of these By-laws, with the consent of the meeting and subject to such conditions as the meeting may decide, and notwithstanding that no quorum is present, adjourn the general meeting from time to time and from place to place. Any business as may properly have been transacted at the original meeting may be transacted at the continuation of such meeting. No notice shall be required of the continuation of an adjourned general meeting.

8.9 Meeting by telephone or other communications medium

Only if such participation is first authorized by the board of directors in the notice of the general meeting sent out to the persons entitled to receive such notice, a person who is entitled to participate in a general meeting may do so by telephone or other communications medium if all of the persons participating in the meeting, whether by telephone, by other communications medium or in person, are able to communicate with each other

ARTICLE 9 – NOTICES

9.1 Method of Giving Notice

A notice may be given to a member, either personally delivered or by mail or email at his, her or its registered address or email address provided to the Secretary from time to time and a notice of a director of a directors' meeting may be given orally by telephone, radio, email or other similar communications device.

A notice given personally to a member shall be deemed to have been given on the date on which it is given and a notice sent by mail shall be deemed to have been given on the third business day following that day on which the notice is posted, and a notice given by email shall be deemed to have been given on the day on which it is sent. A certificate signed by any officer of the Society that the letter containing the notice was so addressed and mailed or otherwise transmitted shall be conclusive evidence thereof, provided that if mailed, should there be, at the time of mailing or between the time of mailing and the deemed receipt of the notice, a mail strike, slow down or other labour dispute which might affect the delivery of such notice by the mails, then such notice shall be only effective if actually delivered or emailed.

9.2 Omissions and Errors

The accidental omission to give any notice to any member, director, officer or auditor of the Society or the non receipt of any notice by any member, director, officer or auditor or any error in any notice not effecting the substance thereof shall not invalidate any action taken at any meeting held pursuant to such notice or otherwise founded thereon.

9.3 Waiver of Notice

A member, director, officer or auditor may waive any notice required to be given to themselves under any provision of the Act or the By-laws of the Society, and such waiver, whether given before or after the meeting or other event of which-notices required to be given, shall cure any default in giving such notice.

ARTICLE 10 - AUDITOR

10.1 Application

This Article 10 shall only apply where the Society is required or has resolved to have an auditor.

10.2 Appointment

(a) The auditor of the Society prior to the first annual general meeting of the Society shall be appointed by the Board.

(b) At each annual general meeting the members entitled to vote thereat shall appoint an auditor to hold office until a successor is appointed.

10.3 Vacancy

The Board may fill any casual vacancy occurring in the office of the auditor.

10.4 Remuneration

The remuneration of the auditor shall be fixed by the Board.

10.5 Removal

An auditor may be removed by ordinary resolution passed at a general meeting called for such purpose before the expiration of his term of office.

ARTICLE 11 - RULES AND REGULATIONS

11.1 Generally

The Board may, from time to time, by resolution, establish, amend, vary and abolish such rules and regulations not inconsistent with these By-laws relating to the management and operation of the Society as it deems expedient.

ARTICLE 12 – ACCESS TO RECORDS

12.1 Members of the Society shall have full access to and may inspect all records the Society is required to keep under section 20 of the Act.

12.2 Subject to the preceding sub-paragraph of these bylaws, no person, other than a member or director, may inspect a record the Society is required to keep under section 20(1) of the Societies Act

ARTICLE 13 - BY-LAWS

13.1 Amendment

These By-laws may be amended or altered by special resolution.

ARTICLE 14 - NON-PROFIT PURPOSE

14.1 Not for Profit

The Society shall:

(a) not carry on a business, trade, industry or profession for profit or gain except as an incidental to its purposes; and

(b)be carried on without purpose of gains for its members and any profits or other accretions to the Society shall be used for promoting its purposes. This provision is alterable.

14.2 Donations, Gifts, Etc.

The Society shall have the power to accept donations, gifts, legacies and bequests.

14.3 Distributions

The Society shall not distribute to the members or to any other person any gain, profit or dividend, or otherwise dispose of its assets without receiving full and valuable consideration and any profits or accretions to the assets of the Association shall be used in promoting its objects.

14.4 Winding Up

Upon the winding up and dissolution of the Society any assets remaining after all debts of the Society have been paid or provision for their payment has been made, shall be distributed to a qualified recipient specified by the members or directors pursuant to the provisions of Section 124 of the Societies Act or, failing that, shall vest, be paid, transferred or delivered, to the government or a surviving joint tenant in accordance with the provisions of section 154 of the Societies Act