Constitution and By-Laws

Constitution and By-Laws of CJA

Approved by Board of directors on September 18, 2008

Canadian Jiu Jitsu Association (2008) -By Law No. 1

A By-law relating generally to the transaction of the business and affairs of

Canadian Jiu Jitsu Association (2008).

WHEREAS the Canadian Jiu Jitsu Association (2008) BLACK BELT ASSOCIATION, now

carrying on its undertaking under the name ”Canadian Jiu Jitsu Association (2008)”

(hereinafter referred to as the ”CJA”) was incorporated by Letters of Patent the

Canadian Jiu Jitsu Association (2008);

AND WHEREAS Canadian Jiu Jitsu Association (2008) is recognized by the JJIF (Ju Jitsu International Federation) and is striving to be recognized by the IOC, the Canadian Olympic Committee or its successor, and Sport Canada as the official governing body for the sport of Jiu Jitsu in Canada;

1. OBJECTIVES

The objectives of the CJA are:

to promote the principles and teachings of the sport of Jiu Jitsu and to work

towards the advancement of Jiu Jitsu throughout Canada in conjunction with all

other groups and countries;

to establish and maintain grading standards;

to arrange matches, contests and competitions of every nature relating to Jiu Jitsu;

to develop an elite class of Jiu Jitsu athletes, coaches, referees and instructors;

to select and nominate Canadian Jiu Jitsu athletes, coaches and referees for World

Tournaments, Olympic Games and other international events sanctioned by

International Jiu Jitsu organizations;

to offer or grant and contribute towards prizes, awards and distinctions;

to establish policies and procedures for the administration of Jiu Jitsu in Canada:

to acquire and to hold and otherwise dispose of all lands, buildings and

equipment necessary for the operation and maintenance of the sport of Jiu Jitsu.

2. AFFILIATION

The CJA shall be a member of the JJIF (Ju Jitsu International Federation), and shall be the sole Canadian representative to this body and all other bodies affiliated with and

recognized by any International Ju Jitsu organizations.

3. GENERAL AFFAIRS OF THE CJA

3.1 Head Office

The Head Office of CJA shall be in the National Capital Region, or in any

Province in Canada as the Board of Governors may determine from time to time, at the place therein where the business of the Association may be, from time to time, carried on; currently it will be in Ayr, Ontario.

The Association may establish other offices and agencies elsewhere in Canada.

3.2 Corporate Seal

The seal of Association shall be in the form determined by the Board of

Directors of the CJA.

The seal shall remain in the custody of the President or Secretary of the CJA

and shall be lodged in the CJA's head office.

3.3 Rules of Order

The rules contained in ”Robert’s Rules of Order” shall be used to conduct all meetings of the Association in all cases to which they are applicable and in which they are not inconsistent with these By-laws.

3.4 Language

As and when required by circumstances, provisions shall be made for the conduct of

Association’s business in the official languages of Canada.

3.5 Interpretation

In all articles herein, the singular shall include the plural and the plural shall

include the singular; the word ”person” shall include firms and corporations; the words ”Provincial Jiu Jitsu Association ” shall include ”Territory Jiu Jitsu Associations"

4. MEMBERSHIP

4.1 Membership Classes

There shall be five (5) classes of membership in the Association, namely: Regular Member, Life Member, Honorary Member, Associate Member and Voting Member.

a) Regular Member:

Any person being a Canadian citizen or landed immigrant residing in Canada and

holding a Black Belt Degree in Jiu Jitsu granted by the CJA or by a member

federation of the World Council of Ju Jitsu, shall upon payment of the annual

membership dues become eligible for Regular Membership and upon acceptance of

the application for membership by the Directors on the recommendation of the

Provincial Jiu Jitsu Association of the province or territory in which such person

resides and shall continue to be a Regular Member until he resigns or ceases to be

a Regular Member in accordance with the provisions of these By-laws or ceases to be

a member of a Provincial Jiu Jitsu Association.

b) Life Member:

Any person that the Board of Directors may appoint in accordance with its

guidelines adopted from time to time, and on the recommendation of the Provincial Jiu Jitsu Association of the province or territory in which such person is a member, shall be entitled to be a Life Member of the CJA. A Life Member shall be entitled to all the rights and privileges of a Regular Member save that he shall not be required to pay any membership dues.

c) Honorary Member:

Any person that the Board of Directors may appoint from time to time, shall be

entitled to be an Honorary Member of the CJA and as such shall be entitled to

all the rights and privileges of a Regular Member save that he shall not be entitled to vote at, nor shall he be entitled to notice of meetings of the CJA, nor shall he be required to pay any membership fees.

d) Associate Member:

Any person not yet having qualified as a Regular Member, and upon payment of the annual membership dues, and upon acceptance of the application for Associate Membership by the CJA on the recommendation of the Provincial Jiu Jitsu Association of the province or territory in which such person resides, shall become an Associate Member until he resigns or ceases to be an Associate Member in accordance with the provisions of these By-laws or until he qualifies for Regular Membership.

e) Voting Members:

Any member of a Provincial Jiu Jitsu Association that is accredited by the Board of Directors in accordance with its guidelines adopted from time to time, as representing exclusively the

Regular Members and the Life Members who hold a black belt, and the Board of Directors of Provincial Jiu Jitsu Association of a province or territory, all residing in its respective province or territory, shall be a Voting Member and shall continue to be a Voting Member until such member resigns or ceases to be a Voting Member in accordance with the provisions of these By-laws.

4.2 Dues

The Board of Directors may from time to time establish annual dues or fees and any other fees in such amounts as it shall deem advisable and may, for such purposes, establish different classes with different fees with respect to each class; provided however, that any change shall be brought before the next meeting of members and notice of such change shall be given. Any action of the Board of Directors as aforesaid,

unless rescinded at such meeting of members shall continue and be valid, but the members may at such meeting vary the action of the Board of Directors as determined by a majority of the Voting Members present.

All dues or fees of members shall be collected and remitted to the CJA by the Provincial or Territorial Jiu Jitsu Association of their province or territory in which such member resides at the time of payment to the Provincial Jiu Jitsu Association. All Provincial or Territorial Jiu Jitsu Association embers accepting individual membership fees and remitting to the CJA on behalf of the member, shall provide a list of corresponding names and addresses of such individual members at the time of

payment. Any member who has failed to pay his dues or fees to the CJA by March 31 of each calendar year shall not be entitled to the rights and privileges of membership until arrears and fees are paid unless the Board of Directors shall otherwise direct. The individual or club are specifically excluded any rights as a member and will have no coverage of insurance of the CJA. The period of inactivity of members wherein arrears in fees may have accumulated, shall be declared non-accumulative time in the record of such member and the time shall not accrue to promotion or other retroactive benefits.

4.3 Resignation of Members

Members may withdraw from the CJA at any time by submitting a written

resignation. In the case of resignation, the member shall remain liable for payment of any assessment or other sum levied or which became payable by him to the CJA prior to acceptance of his resignation.

4.4 Discipline, Suspension and Expulsion of Individual Members

The Board of Directors may suspend or expel Regular Members, Life Members, Honorary Members and Associate Members for infringement of this by-law or the rules of the CJA, including those specifically listed below.

Any such member who is alleged to have contravened any provision of this by-law or the rules of the CJA shall be given ten(10) clear days notice in writing setting particulars of the

alleged contravention and the time and place of a hearing before the Board of Directors when such member may defend his/her conduct. After such hearing or upon any member failing to attend such hearing any member so expelled or suspended shall cease to be a member of the association immediately and the Secretary shall notify the party so expelled or suspended of this expulsion or suspension.

A member ceasing to be a member shall forfeit all rights and privileges as a member and shall only be eligible for readmission as a member upon such terms as the Directors shall determine. All rights as a member including any insurance coverage will become null and void.

Members may be suspended or expelled based on any of the following grounds or infringements or any other by-laws and rules put forth by the Board of Directors:

Any member failing to pay his/her fees prior to March 31 in any year shall automatically be suspended from membership and all rights and privileges thereof shall be terminated

until the Board agrees that he/ she may be reinstated after he/she pays all arrears of fees or any other fees or debt due to the CJA and the Board approves their reinstatement.

any contravention of these By-laws or any rules made hereunder;

conduct contrary to the standards of good behaviour and the ethics of CJA;

the organization, promotion or use of Jiu Jitsu for other than self defence, sport, demonstration or teaching purposes;

participation in a tournament, event, demonstration or other display where

participation is not approved by the CJA or sanctioned by the CJA

conviction for commission of an indictable offense under a Federal or Provincial Statute.

4.5 Discipline, Suspension and Expulsion of Voting Members

Voting Members may be subject to discipline, suspension or expulsion by resolution passed by a majority in number of such members representing at least two-thirds (2/3) of the votes, calculated in accordance with these By-laws, cast at an Annual or Special

General Meeting of members of which notice specifying the intention to pass such a resolution has been given on any of the following grounds:

non-payment of required membership dues or any other fees or debt due to the CJA;

any contravention of these By-laws or any rules made hereunder;

conduct contrary to the standards of good behaviour and the ethics of Jiu Jitsu;

the organization, promotion or use of Jiu Jitsu for other than self defence, sport,

demonstration or teaching purposes;

organization or operation of a tournament, event, demonstration or other display or activity not approved by the CJA.

4.6 Appeals

Appeals of decisions of the CJA shall be conducted in accordance with the appeal policies as established by the CJA from time to time and the appellant shall be bound to follow the procedures of such appeal policies as set out therein.

4.7 Reinstatement

A member ceasing to be a member shall forfeit all rights and privileges of a member and shall only be eligible for reinstatement as a member upon the terms set out in these Bylaws.

A member ceasing to be a member shall remain liable for payment of any

assessment or sum levied or which became payable by him to the CJA prior to his ceasing to be a member.

5. MEETING OF MEMBERS

5.1 Annual General Meeting

The annual meeting of the members, designated ”Annual General Meeting”, shall be held in each year at such date, time and place within Canada as the Board of Directors shall by resolution determine, provided that such meeting be held within six (6) months of the

fiscal year end.

The business to be transacted at the Annual General Meeting shall consist of but not limited to:

the report of the President on the affairs of the CJA for the previous year;

the financial statements of the CJA, the auditor’s report and appointment

of the auditor;

the report of the chairperson of all committees and such other information or

reports relating to the CJA’s affairs as the Board of Directors may determine;

the election of officers of the CJA.

5.2 Special General Meeting

Other meetings of members, designated ”Special General Meeting”, may be called by the Board of Directors, or shall be convened from time to time by the President on written

requisition, signed by not less than three (3) Voting Members who shall specify the purpose of the meeting. Any such Special General Meeting shall be held at such date, time and place within Canada as the Board of Directors shall determine. Business

conducted at a Special General Meeting shall be limited to those items for which the meeting was called. Meetings shall be convened within three (3) months of receipt of a

requisition from the Voting Members noted herein.

5.3 Notice of Meetings

A written notice stating the date, time and place of the meeting and including sufficient information to allow each Voting Member to make a reasoned judgement on the business to be transacted, shall be served by sending such notice to each Voting Member at least twenty (20) days before the date of every meeting directed to such address of each such Voting Member as appears on the books of the CJA, or the e-mail address recorded on the

books of the CJA, or if no address or e-mail address is given therin, then the last address or e-mail address of each such Voting Member known to the CJA; provided always that a meeting of members may be held for any purpose, on any date, time and place within Canada without notice if all the Voting Members shall have signified their assent in writing, or by e-mail, to such meeting being held. Notice of any

meeting or any irregularity in any meeting or in the notice thereof may be waived by any voting member of the CJA. Notice of each meeting of members must remind the member of the right to vote by proxy.

5.4 Omission of Notice

The accidental omission to give notice of any meeting to any member or members or the non-receipt of any notice by any member or members shall not invalidate any resolution

passed or any proceeding taken at any meeting.

5.5 Attendance

All Members of the CJA are entitled to attend a meeting of the members although not entitled to vote. Any other persons may be admitted only on the invitation of the Chairperson of the meeting or with the consent of the meeting.

5.6 Quorum

The presence of Five (5) Voting Members shall be a quorum of any general meeting of the members. No business shall be transacted at any meeting unless the ”requisite quorum”

be present at the commencement of the business.

5.7 Voting

At each meeting of members, every Voting Member who has paid their membership for that Year by March 31 shall be entitled to vote and on any such vote, shall be entitled to one (1)

vote for each paid up Regular Member, or one (1) vote for a paid up director of a provincial or territorial board of directors, or one (1) vote for each Life Member of the CJA, no membership fee is due for the Life Member.

In the event that the number of eligible votes results in one or two of the Voting Members having a majority of the total eligible votes, then in such event, the additional votes shall

be adjusted by the Board of Governors so that any one or two of the Voting Members shall not have a majority of the total eligible vote. No Voting Member, in calculating the number of its paid up members, shall include in

that number, a Regular Member or Associate Member whose membership dues and fees have not been received by the CJA by the 31st day of March of that year. If no Regular membership or Associate membership dues of a Provincial Association are received by the CJA by the 31st day of March in that particular calendar year, then, in such event, the Voting Member shall not be entitled to represent any signed proxy votes.

5.8 Proxy

Every Voting Member who has paid their membership for that year is entitled to vote at meetings of the members may, by means of a proxy, appoint one proxy holder to attend

and act at the meeting in a manner and with the authority conferred by the proxy. A proxy shall be executed by the Voting Member or by its attorney authorized in writing. A proxy is valid only at the meeting in respect of which it is given or any adjournment thereof. A Voting Member may revoke a proxy at its pleasure.

5.9 Scrutineers

At each meeting of members, one or more scrutineers may be appointed by a resolution of the meeting or by the Chairperson with the consent of the meeting to serve at the meeting. Such scrutineer need not be member of the CJA.

5.10 Secret Ballot

At the request of any three (3) of the Voting Members present a vote by secret ballot shall be taken provided the request is made prior to the Chairperson calling the question.

A vote by secret ballot shall not be permitted on a procedural motion with one exception:

If the initial question was resolved by a secret ballot, a secret ballot will be permitted on a motion of reconsideration.

When a standing vote or vote by raising of hands or a vote by secret ballot has been ordered, no adjournment or recess shall take place and no one, except with permission of the Chairperson, shall be permitted to enter or leave the floor until the results of the vote have been announced.

The Chairperson shall be required to initiate procedures to ensure privacy of voting and shall cause to have the number of members voting in the affirmative and the negative recorded.

5.11 Polls

At any meeting of members, every question shall be decided by a show of hands unless a secret ballot has been ordered or a poll thereon be required by the Chairperson or be demanded. After a show of hands has been taken on any question, the Chairperson may

require, or any Voting Member may demand a poll thereon.

Whenever a vote by a show of hands shall have been taken upon, and the question has been carried or carried by a particular majority or not carried, an entry to that effect in the minutes of the proceedings at the meeting shall be prima facie evidence of the fact

without proof of the numbers 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 Association upon the question.

A demand for a poll may be withdrawn at any time prior to the taking of the poll. If a poll be required upon the question it shall be taken in such a manner as the Chairperson of the

meeting shall direct and the voting provisions as set forth in Articles 5.7 shall herein apply.

5.12 Recorded Vote

Unless a vote has been taken by secret ballot, any two (2) Voting Members at the meeting may request a recorded vote. Upon receiving such a request the Chairperson shall cause the Secretary to call the roll and record the vote of each Voting Member.

5.13 Adjournment

The Chairperson may with the consent of the meeting adjourn the same from time to time, and no notice of such adjournment need be given to the members. Any business may be brought before or dealt with at any adjourned meeting which might have been brought before and dealt with at the original meeting in accordance with the notice calling the same.

5.14 Information to Members

The Directors may from time to time determine whether and to what extent and at what times and place and under what conditions or regulations the accounts and books of the Association or any of them shall be open to the inspection of members and no member

shall have the right of inspecting any account or book or document of the Association except as conferred by a statute or authorization by the Board of Directors or by a resolution of the members in general meetings.

6. BOARD OF Directors

6.1

The Board of Directors shall manage the affairs of the Association and may exercise all such powers and do all such acts and things as may be exercised or done by the CJA, including any such powers given to them, including such acts and things to be done by any officer of the CJA or by statute, expressly directed or required to

be done by the CJA at a meeting of the members and shall have such powers as have the officers of the CJA as provided herein if it is so determined by a majority of the Board of Directors.

6.2 Composition

The Board of Directors shall be composed of Regular or Life Members, 21 years of age or older, with power under law to contract, as follows:

- up to 3 Directors from the western Provinces of B.C., Alberta, Saskatchewan, Manitoba

Northwest Territories, and Yukon Territory

- up to 4 Directors from Ontario

- Up to 3 Directors from Quebec, New Brunswick, Nova Scotia, P.E.I, Newfoundland, and Nunavut

6.3 Election and Term

At the time of start up of the Canadian Jiu Jitsu Association (2008) the initial Board Members shall be appointed for up to 3 years of term by the current President, Vice President and Secretary. All future Directors shall be elected to hold office for 3 years or until their successors shall have been duly elected. The board of directors

will be elected on a rotating basis, one board member from each region, every year, and 2 from Ontario every third year.

6.4 Voting Members of the Board of Directors

The elected Provincial or Territorial CJA Directors representing each region;

the President of the CJA;

the Vice-President of the CJA;

The Secretary of the CJA;

The Treasurer of the CJA;

6.5 Removal of Directors or Officers

The Voting Members may, by resolution passed by a majority in number of such Voting Members representing at least two-thirds (2/3) of the votes cast at a general meeting of members of which notice specifying the intention to pass such resolution has been given

remove any Director before expiration of his term of office

6.6 Vacancy

The Office of a Director shall be deemed vacant:

if he/she is found to be a mentally incompetent person or become of unsound mind; or

if by notice in writing to the CJA he resigns his/her office, provided that such resignation shall take effect at the time specified therein, or if no time be specified, at the time of its receipt by the Association; or

if he/she becomes bankrupt or suspends payments with creditors; or

if he/she ceases to be a Regular Member of the CJA or is subject to suspension or expulsion pursuant to these By-laws; or

if he/she is removed from office after a Special General Meeting called for that purpose in accordance with these By-laws; or

if his Provincial Jiu Jitsu Association has been suspended or expelled as a Voting Member from the CJA pursuant to these By-laws.

6.7 Replacement

If a director of the CJA shall be or becomes vacant the vacancy in the Board may be filled for the remainder of the term of office from among the qualified regular members or

Life Members, from that person's region, either by members at a general meeting called for that purpose or, by the remaining Directors if the remaining Directors constitute a quorum; otherwise such vacancies shall be filled at the next meeting of the members at which Directors are elected. If the number of Directors is increased, a vacancy or vacancies in

the Board to the number of authorized increase shall thereby be deemed to have occurred which may be filled in the manor above.

7. MEETINGS OF THE BOARD OF DIRECTORS

7.1 Notice of Meetings

Meetings of the Board of Directors may be held at any date, time and place within Canada as the Board of Directors may from time to time determine. A meeting of the Board of Directors may be called by the President, or any six (3) Directors, and the Secretary shall forthwith convene such a meeting of the Board of Directors.

Notice in writing, or by e-mail, of the date, time and place of each such meeting of the Board of Directors shall be given to each Director not less than fourteen (14) days prior to the date of the meeting.

Where Directors are appointed or elected at a general meeting (or in the case of a Director appointed to fill a vacancy on the Board of Directors, at a meeting of the Board of Directors), no notice of the first meeting following the election or appointment shall be required to be given to the newly elected or appointed Directors or Director in order to legally institute the meeting, provided that a quorum of Directors is present.

7.2 Omission of Notice

No error or omission in giving notice of any meeting of the Board of Directors or any adjourned meeting of the Board of Directors shall invalidate such meeting or make void any related proceedings where such proceedings are subsequently ratified by a majority

of the Directors.

7.3 Meetings by Telephone

If all the Directors consent, either generally or in respect of a particular meeting and except where the Act requires a meeting, a Director may participate in a meeting of the

Board or of a committee of the board by means of conference telephone or other communication facilities as permit all persons participating in the meeting to hear each other and a Director participating in such a meeting by such means is deemed to be present at the meeting. Any such consent shall be effective whether given before or after the meeting to which it relates and may be given with respect to all meetings of the board

and of committees of the board held while a Director holds office.

7.4 Attendance

A Director who is unable to participate in a meeting of the Board of Directors may not appoint a substitute for the purpose of such meeting.

7.5 Quorum

Fifty-one Percent (51%) of the Directors entitled to vote, with a minimum of 3, shall form a quorum for the transaction of business.

7.6 Voting

Questions arising at any meeting of the Board of Directors shall be decided by a 2/3 majority of votes.

7.7 Written Resolutions

Written resolutions of the Board of Directors may be signed in counterpart, including by

way of facsimile transmission, each of which shall be deemed an original and all of which when taken together shall constitute one and the same resolution.

7.8 Minutes

Minutes of all meetings of the Board of Directors shall be kept in regular form and such minutes shall be at all times available to the Regular and Voting Members and shall be distributed to all Directors.

7.9 Method of Giving

Any notice, communication or other document to be given by the Association to a member, Director, officer, or auditor of the Association under any provisions of the letters patent or by-laws shall be sufficiently given if delivered personally to a

person to whom it is to be given or if delivered to his/her last address as recorded in the books of the Association or if mailed by prepaid ordinary or air mail in a sealed envelope addressed to him/her at his/her last address as recorded in the

books of the Association or if sent by any means of wire or wireless or any other form of transmitted or recorded communication, including e-mail. The Secretary may change the address on the books of the Association of any member in accordance with any information believed by him/her to be reliable. A notice, communication

or document so delivered shall be deemed to have been given when it is delivered personally or at the address aforesaid; and a notice, communication or document 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 wire or wireless or any other

form of transmitted or recorded communication shall be deemed to have been given when delivered to the appropriate communication company or agency or its representative for dispatch, or record of sent electronically by e-mail.

7.10 Signature of Notice

The signature to any notice to be given by the Association may be written, stamped, typewritten, or printed or partly written, stamped, typewritten or printed.

7.11 Computation of Time

Where a given number of days notice or notice extending over any period is required to be given the day of service or posting of the notice shall, unless it is otherwise provided, be counted in such number of days or other period.

7.12 Proof of Service

A certificate of the Secretary or other duly authorized officer of the association in office at the time of making of the certificate as to facts in relation to the mailing or delivery

of any notice to any member, Director, officer or auditor or publication of any notice shall be conclusive evidence thereof and shall be binding on every member, Director, officer or auditor of the Association as the case may be.

8. OFFICERS

8.1 Elected Officers

The Association shall have as officers a President, Vice President, Treasurer and Secretary who shall be Directors of the Association and such other officers as the Board of Directors may determine from time to time All officers of the Association must be a Regular

Member or Life Member, and of the minimum age of 21 and hold a black belt degree in Jiu Jitsu.

Any member nominating or any member standing for an elected position on the Board of Directors must so declare by notifying the Secretary in writing not less than thirty (30) days in advance of the Annual General Meeting at which such election shall

take place.

At the annual meeting of the members of the CJA election to any office shall be declared only on receipt of a simple majority of the ballots cast. In the event that two or more nominees stand for election to any one office the election procedure shall be by way

of elimination unless any candidate has received a clear majority of ballots cast.

8.2

Officers of the Association shall be elected at the first meeting of the Board after each election of Directors. In the default of such elections the then incumbents shall hold office until their respective successors are elected. One person may hold more than one

office and if the same person holds both the office of Secretary and the office of Treasurer, he/she may be known as Secretary-Treasurer. A resolution of the Board of Directors shall be necessary for the election or appointment of the said officers. The Board may appoint and remove such other officers and agents and employees as it shall deem necessary, who shall have such authority and shall perform such functions or duties and receive such remuneration as from time to time shall be prescribed by the Board.

8.4 President

The President shall be the Chief Executive Officer of the Association and shall see that all resolutions and orders of the Board of Directors are carried into effect; he/she shall, if

present, preside at all meetings of members and the Board of Directors; he shall sign all instruments which require his signature and perform all duties incidental to this office

and shall have other powers and duties as may from time to time be assigned by the Board of Directors; he shall represent the Association in relation to other bodies and at events and shall have the prerogative to appoint any person to carry out this duty on behalf of the President.

8.5 Vice-President

During the absence or inability of the President, his/her duties may be performed and his/her powers may be exercised by the Vice-President. If the Vice-President exercises any such duty or power, the absence or inability of the President shall be presumed with

reference thereto. The Vice-President shall also perform such duties and exercise such powers as the President may from time to time delegate to him/her or the Board may prescribe.

8.7 Secretary

The Secretary shall give, or cause to be given, all notices required to be given to members, Directors, auditors and members of the Committees; he/she shall attend all meetings of the Board of Directors and of the members and shall enter, or cause to be entered in the books kept for the purpose, minutes of all proceedings at such meetings; he/she shall be custodian of the stamp or mechanical device generally used for affixing the corporate seal of the Association, and of all books, papers, records, and

other instruments belonging to the Association, and he/she shall perform such other duties as may from time to time be prescribed by the Board of Directors. A copy of all records, minutes, documents and other instruments belonging to the association shall be lodged in the head office.

8.8 Treasurer

The Treasurer shall have the authority for the care and custody of all the funds and securities of the Association and shall cause to be deposited same in the name of the Association in such Bank or Banks or with such depository or depositories as the Board

of Directors may direct. He/she shall at all reasonable times cause to be exhibited his/her books and accounts to any Director of the Association upon the application to the office of the Association during business hours. He/she shall sign or countersign such documents as require his/her signature and shall perform all duties incidental to his/her office or that are properly required of him/her by the Board. He/she may be required to give such bond for the faithful performance of his/her duties as the Board of Directors in their uncontrolled discretion may require and no Director shall be liable for failure to require any bond or

for the insufficiency of any bond or for any loss by reason of the failure of the Association to receive any indemnity’ thereby provided.

8.9 Absence

In the case of the absence or inability of the President, Vice-President or any other officer of the Association or for any other reason that the Board of Directors may deem sufficient, the Board of Directors may delegate all or any of the powers of such officers

to any other officer or to any Director for the time being provided that a majority of the entire board concurs therein.

8.10 Removal from office

The President, the Vice-President, the Secretary or the Treasurer, may be removed from office for conduct which is detrimental to the proper operation of the Association as determined at a meeting of the Board of Directors duly called for the purpose of considering such removal, and by a resolution passed by a two-thirds (2/3) majority of votes cast by the Board of Directors present in person.

9. EXECUTIVE COMMITTEE

9.1 Composition

There shall be an Executive Committee consisting of the elected officers of the

Association who shall be the President, the Vice-President, the Secretary, the

Treasurer and such members as the Board of Directors may from time to time appoint, all of whom shall be Regular or Life Members of the Association. Members so appointed

may be removed by the Board of Directors at their pleasure, otherwise, each member elected or appointed by the Board of Directors shall continue as a member of the Executive Committee until his successor is elected or appointed. The members of the

Executive Committee shall serve without remuneration save that they shall be entitled to be reimbursed for traveling and other expenses properly incurred by them in attending

meetings or in performing their duties.

9.2 Quorum

Three (3) members of the Executive Committee shall constitute a quorum for the transaction of business.

9.3 Voting

The President or Secretary shall convene meetings of the Executive Committee.

All members of the Executive Committee shall be entitled to vote at such meetings.

Every question submitted to a meeting of the Executive Committee shall be decided by a simple majority vote of votes cast.

9.4 Duties

It shall be the duties of the Executive Committee:

to employ and discharge agents and employees;

to deal with all matters relating to the day to day operation of the Association;

to assist in the operations of the standing and advisory committees;

to perform such other functions as the Board of Directors may from time to time direct, provided that the Executive Committee shall be responsible to and shall act in accordance with the directions and policies established from time to time by resolution of the Board of Directors and these By-laws.

10. COMMITTEES

The Board of Directors may appoint such standing committees or advisory committees as it deems fit and may delegate this authority to the Executive Committee, to perform such functions as the Board of Directors may from time to time determine. The President shall be entitled to receive notice and attend all meetings of the Committees but shall have no vote. The Board of Directors may remove any committee member so appointed at its pleasure.

11. PROXIES

No member may be represented by proxy at any meeting of members or meetings of the Board of Directors or the Executive Committee except as provided in these By-laws herein.

12. RULES AND REGULATIONS

The Board of Directors may prescribe rules and regulations not inconsistent with the By-laws relating to the Association and may delegate this authority to the Executive

Committee, and such rules and regulations shall have force and effect unless changed by the Board of Directors.

13. FISCAL MATTERS

13.1 Financial Year End

Until otherwise ordered by the Board of Directors, the financial year of the Association shall end on the last day of March in each year.

13.2 Auditors

The Association shall at each Annual General Meeting appoint auditors to audit the accounts of the Association. The auditors shall hold office until the next annual meeting provided that the Board of Directors may fill any casual vacancy in the office of the auditor. The auditors shall make an annual report to the members and they shall make

such a report and have such powers as the Canada Corporations Act (the ”Act”) or other statute regulating the affairs of the Association may provide.

13.3 Banking Arrangements

The banking business of the Association, or any part thereof, shall be transacted with such banks, trust companies, or other firms or corporations carrying on a banking business as the Board may designate, appoint, or authorize from time to time by resolution and all such banking business, or any part thereof, shall be transacted on the Associations behalf

by such one or more officers and/or other persons as the Board may designate, direct or authorize from time to time by resolution and to the extent therin provided, including, but

without restricting the generality of the foregoing, the operation of the Association's accounts; the making, signing, drawing, accepting, endorsing, negotiating, lodging, depositing, or transferring of any cheques, promissory notes, drafts, acceptances, bills of exchange and orders for the payment of money; the giving of receipts for orders relating

to any property of the Association; the execution of any agreement relating to any such banking business and defining the rights and powers of the parties thereto; and the authorization of any officer of such banker to do any act or thing on the Association's behalf to facilitate such banking business.

Such banking business or any part thereof shall be transacted under such

agreements, instructions and delegations of power as the Board of Directors may from time to time prescribe or authorize.

The Board of Directors may by resolution, from time to time:

borrow money upon the credit of the Association in such amounts and upon

such terms as the Association may deem expedient;

ii)

issue debentures or other securities of the Association in such amounts and

upon such terms and pledge or sell the same for such sums and at such prices

as the Board of Directors may deem expedient;

iii)

mortgage, hypothecate, charge or pledge all or any of the real or personal

property, undertakings and right of the Association to secure any such

debentures or other securities or money borrowed or any other liability of the Association.

13.4 Remuneration

The Board of Directors and Officers of the Association shall serve without remuneration and no Director or Officer shall directly or indirectly receive any profit from his position

as such; provided that a Director or Officer may be paid reasonable expenses incurred by him in the performance of his duties or fees for acting for the Association in a

professional capacity if such payments are authorized by the Board of Directors.

The Board of Directors shall fix the remuneration (if any) to be paid to the Officers or agents of the Association.

13.5 Trust Fund

The Board of Directors shall have the power to enter into a trust arrangement for the purpose of creating a trust fund in which the capital and interest may be made available for the benefit of promoting the objects of the Association in accordance with such terms as the Board of Directors may prescribe.

The Board of Directors shall take such steps as they may deem requisite to enable the Association to acquire, accept, solicit or receive legacies, gifts, grants, settlements, bequests, endowments and donations of any kind whatsoever for the purpose of

furthering the objects of the Association.

13.6 Custody of Securities

All shares and securities owned by the Association shall be lodged ( in the name of the Association) with a chartered bank or a trust company, or with other depositaries as may be determined from time to time by the Board of Directors.

14. Execution of Documents

Contracts, documents or any instruments in writing requiring the legal authority of the Association shall be signed on behalf of the Association by any two (2) of the President,

Vice-President, Secretary, or treasurer or by any one(1) of the foregoing and a Director, and all contracts, documents and instruments in writing so signed shall be binding upon the Association without any further authorization or formality. The Board of Directors

shall have the power from time to time by resolution to appoint any officer or officers, person or persons on behalf of the Association either to sign contracts, documents, and

instruments in writing generally or to sign specific contracts, documents or instructions in writing.

The seal of the Association may, when required, be affixed to contracts, documents and instruments in writing signed as aforesaid or by any officer or officers, person or persons,

appointed by resolution of the Board of Directors.

The term ”contracts, documents or any instruments in writing” as used herein shall include, but not limited to deeds, mortgages, hypothetical, charges, conveyances, transfers and assignment of property, real or personal, immovable or movable, agreements,

employment contracts, releases, receipts, and discharges and assignments of shares, stocks, bonds, debentures, rights, warrants or other securities.

In particular, without limiting the generality of the foregoing, the Directors shall have authority to sell, assign, transfer, exchange, convert or convey any and all shares, stocks,

bonds, debentures, rights, warrants or other securities owned by or registered in the name of the Association and to sign and execute under the corporate seal of the Association or otherwise, all assignments, transfers, conveyances, powers of attorney and other instruments that may be necessary for the purpose of selling, assigning, transferring, exchanging, converting or conveying any such shares, stocks, bonds, debentures, rights, warrants or other securities.

15.

PROTECTION of BOARD of DIRECTORS and OFFICERS

15.1

Every Director or Officer of the Association and his/her heirs, executors and administrators and estate and effects, respectively, shall from time to time and at all times, be indemnified and saved harmless out of the funds of the Association, from and

against:

all costs, charges and expenses whatsoever which such Director or Officer or other person sustains or incurs in or about any action, suit or proceeding which is brought commenced or prosecuted against him/her for or in respect to any act, deed, matter or thing whatsoever made, done or permitted by him/her in or about the execution of the duties of his/her office, or in respect of any such liability; and,

all other costs, charges and expenses which he/she sustains or incurs in or about, or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his/her own wilful neglect or default.

No Director or Officer for the time being of the Association shall be liable for the acts, receipts, neglects or faults of any other Director, Officer or employee or for joining in any receipts or act for conformity or for any loss, damage, expense or misfortune whatever happening to the Association through the insuffiency or deficiency of title to any property acquired by order