BY-LAW NO. 1
being the General By-law of
CANADIAN ASSOCIATION OF STAFF PHYSICIAN RECRUITERS INCORPORATED
(hereinafter referred to as the ” Corporation”)
1. Definitions. In this By-law, unless the context otherwise specifies or requires:
(a) “Act” means the Canada Not-for-profit Corporations Act, S.C. 2009, c.23 including the Regulations made pursuant to the Act, and any statute or regulations that may be substituted, as amended from time to time;
(b) “articles” manes the original or restated articles of incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement or revival of the Corporation;
(c) “board” means the board of directors of the Corporation and “director” means a member of the board;
(d) “By-laws” means this by-law and any other by-law of the Corporation as amended and which are, from time to time, in force and effect ;
(e) “meeting of members” includes an annual meeting or members or a special meeting of members; “special meeting of members” includes a meeting of any class or classes of members and a special meetings of all members entitled to vote at an annual meeting of members;
(f) “Members in Good Standing” means members who have paid their annual dues within ninety (90) days of the date of the annual general meeting;
(g) “ordinary resolution” means a resolution passed by a majority of not less than 50% plus 1 of the votes cast on that resolution; “proposal” means a proposal submitted by a member of the Corporation that meets the requirements of section 163 (Shareholder Proposals) of the Act;
(h) “Regulations” means the regulations made under the Act, as amnded, restated or in effect from time to time; and
(i) “special resolution” means a resolution passed by a majority of not less than two-thirds (2/3) of the votes cast on that resolution.
2. Interpretation. This By-law shall be, unless the context otherwise requires, construed and interpreted in accordance with the following:
(a) all terms contained herein and which are defined in the Act or the Regulations shall have the meanings given to such terms in the Act or such Regulations;
(b) words importing the singular number only shall include the plural and vice versa; and the word “person” shall include individuals, bodies corporate, corporations, companies, partnerships, syndicates, trusts and any number or aggregate of persons; and
(c) the headings used in the By-laws are inserted for reference purposes only and are not to be considered or taken into account in construing the terms or provisions thereof or to be deemed in any way to clarify, modify or explain the effect of any such terms or provisions.
3. Qualifications. Every director shall be at least eighteen (18) years of age, have the capacity under law to contract and shall be a member of the Corporation, or shall become a member of the Corporation within ten (10) days after election or appointment as a director.
4. Election and Term. Subject to the articles, directors shall be elected yearly, according to their terms of office, by the members. A ballot listing all candidates in alphabetical order along with a condensed biography of each candidate shall be sent to all members by electronic mail prior to March 31 of each year. Members shall return their completed ballots to the office of the Corporation in accordance with voting procedures. Two scrutineers selected by the Nominating Committee, as hereinafter defined, shall tally the returned ballots and pronounce the results at the annual meeting of the Corporation. In the case of a tie, the scrutineers shall ask the Chairperson to cast the deciding ballot. The directors’ term of office shall be from the date of the meeting at which they are elected.
5. Removal of Directors. The office of a director shall automatically be vacated
(a) if the director does not within ten (10) days after election or appointment as a director become a member, or ceases to be a Member in Good Standing of the Corporation;
(b) if the director becomes bankrupt or suspends payment of debts generally or compounds with creditors or makes an authorized assignment or is declared insolvent;
(c) if the director is found to be a mentally incompetent person or becomes of unsound mind;
(d) if the director by notice in writing to the Corporation resigns office which resignation shall be effective at the time it is received by the Secretary of the Corporation or at the time specified in the notice, whichever is later;
(e) if at a special meeting of members, a resolution is passed by at least two-thirds (2/3) of the votes cast by the members at the special meeting removing the director before the expiration of the director’s term of office;
(f) if the director dies; or
(g) of the director is absent, without reasonable cause, from three consecutive board of directors’ meetings.
6. Filling Vacancies. Each year in February, the Chairperson shall convene a nominating committee for the purpose of seeking nominations to fill vacancies on the board (the “Nominating Committee”). The Nominating Committee shall consist of the Chairperson, the Vice-Chairperson, and one or more members at large, appointed by the Chairperson. Any member in good standing may be nominated as a candidate by completing a standard nomination form signed by the nominee. The Nominating Committee shall have the discretion to seek additional nominations. The Nominating Committee will present the names of all nominees to the board for preparation of ballots.
If a vacancy occurs as a result of the removal of any director by the members in accordance with section 5(e) above, it may be filled upon the vote of a majority of the members and any director elected to fill a removed director’s place shall hold office for the remainder of the removed director’s term. Any other vacancy in the board of directors may be filled for the remainder of the term by the directors then in office, provided there is a quorum. If there is not a quorum of directors, the remaining directors shall forthwith call a meeting of the members to fill the vacancy, and, in default or if there are no directors then in office, the meeting may be called by any member.
If the number of directors is increased between the terms, a vacancy or vacancies, to the number of the authorized increase, shall thereby be deemed to have occurred, which may be filled in the manner above provided.
7. Other Committees. The board of directors may from time to time appoint any other committee or committees, and their chairs, as it deems necessary or appropriate for such purposes and with such powers as the board shall see fit. Any such committee may formulate its own rules of procedure, subject to such regulations or directions as the board may from time to time make. Committee members shall be appointed from the body of the membership and shall act until the next annual meeting of the members or until their successor has been appointed, unless previously discharged by the committee or the board. At committee meetings, a majority shall constitute a quorum. Any committee member may be removed by resolution of the board of directors. The board of directors may fix any remuneration for committee members who are not also directors of the Corporation. Without limiting the generality of the foregoing, the following shall be standing committees of the Corporation:
(b) Programs/Conferences; and
8. Remuneration of Directors. The directors shall serve as such without remuneration and no director shall directly or indirectly receive any profit from occupying the position of director; provided that a director may be reimbursed for reasonable expenses incurred by the director in the performance of the director’s duties. Nothing herein contained shall be construed to preclude any director from serving the Corporation as an officer or in any other capacity and receiving compensation therefor.
MEETINGS OF DIRECTORS
9. Place of Meeting. Meetings of the board of directors may be held at any place within or outside Canada.
10. Notice. Notice of the time and place for the holding of a meeting of the board shall be given in the manner provided in section 42 of this by-law to every director of the Corporation not less than 7 days before the time when the meeting is to be held. Notice of a meeting shall not be necessary if all of the directors are present, and none objects to the holding of the meeting, or if those absent have waived notice of or have otherwise signified their consent to the holding of such meeting. Notice of an adjourned meeting is not required if the time and place of the adjourned meeting is announced at the original meeting. Unless the by-law otherwise provides, no notice of meeting need specify the purpose or the business to be transacted at the meeting except that a notice of meeting of directors shall specify any matter referred to in subsection 138(2) (Limits on Authority) of the Act that is to be dealt with at the meeting.
11. Regular Meetings. The board of directors may appoint a day or days in any month or months for regular meetings of the board of directors at a place or hour to be named by the board of directors and a copy of any resolution of the board of directors fixing the place and time of regular meetings of the board of directors shall be sent to each director forthwith after being passed, but no other notice shall be required for any such regular meetings. Members may attend regular meetings of the board of directors.
12. Quorum. Four (4) directors shall form a quorum for the transaction of business and, notwithstanding any vacancy among the directors, a quorum of directors may exercise all the powers of directors.
13. Voting at Meetings of Directors. Each director, except for the chairperson of the meeting, is authorized to exercise one (1) vote. Questions arising at any meeting of directors shall be decided by a majority of votes. In case of an equality of votes the chairperson of the meeting shall have the casting vote.
14. Detailed Voting Ballot. Where a director is unable to participate at a meeting of the directors of the Corporation then, subject to this By-law, the director may have his or her vote recorded for the purposes of the meeting by means of a detailed voting ballot. The detailed voting ballot shall be provided by the Secretary to any director who indicates his or her inability to attend a meeting of directors in person or by teleconference. The completed and signed voting ballot must be returned by the absent director to the Secretary and to another director of the Corporation who will be attending the meeting of directors prior to the commencement of the meeting at which the absent director’s vote is to be counted. The voting ballot must contain sufficient detail concerning matters to be raised at the meeting to allow a director who is unable to attend the meeting the opportunity to make a reasoned judgement on the matters contained therein. A director’s vote by ballot will only be counted if the motion on the floor of the meeting is identical to that contained in the mail ballot. The deposit of a ballot with the Secretary and a director of the Corporation will not constitute that director present for the purposes of establishing a quorum at any meeting of directors.
POWERS OF DIRECTORS
15. Administer Affairs. The board of directors of the Corporation shall 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 hereinafter provided, generally, may exercise all such other powers and do all such other acts and things as the Corporation is by its Letters Patent or otherwise authorized to exercise and do. The board may enact policies to establish proper practices and guidelines for the membership, administration, and operation of the Corporation, and these policies shall be binding on the board and the members.
16. Expenditures. The board of directors shall have power to authorize expenditures on behalf of the Corporation from time to time for the purpose of furthering the objects of the Corporation. The board of directors shall have the power to enter into a trust arrangement with a trust company or other financial institution for the purpose of creating a trust fund in which the capital and interest may be made available for the benefit of promoting the interest of the Corporation in accordance with such terms as the board of directors may prescribe.
17. Borrowing Power. The board of directors of the Corporation may from time to time:
(a) borrow money on the credit of the Corporation;
(b) limit or increase the amount to be borrowed;
(c) issue, sell or pledge debt obligations (including bonds, debentures, debenture stock, notes or other like liabilities whether secured or unsecured) of the Corporation;
(d) charge, mortgage, hypothecate or pledge all or any currently owned or subsequently acquired real or personal, movable or immovable property of the Corporation, including book debts, rights, powers and undertakings, to secure any debt obligations or any money borrowed, or other debt or liability of the Corporation; and
(e) delegate the powers conferred on the directors under this section to such officer or officers of the Corporation and to such extent and in such manner as the directors shall determine.
The powers hereby conferred shall be deemed to be in supplement of and not in substitution for any powers to borrow money for the purposes of the Corporation possessed by its directors or officers independently of this By-law.
18. Fund Raising. The board of directors shall take such steps as they may deem requisite to enable the Corporation 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 Corporation.
19. Agents and Employees. The board of directors may appoint such agents and engage such employees (and may delegate this function to an officer or officers of the Corporation) as it shall deem necessary from time to time and such persons shall have such authority and shall perform such duties as shall be prescribed at the time of such appointment. The remuneration of officers, agents, employees and committee members shall, subject to the other provisions of this Bylaw, be fixed by the board of directors by resolution provided that the board of directors may delegate this function to an officer or officers of the Corporation.
20. Appointment. The board of directors may annually or more often as may be required, appoint a Chairperson of the board, a Vice-Chairperson of the board, a Secretary, and a Treasurer. The board of directors may from time to time appoint such other officers and agents as it shall deem necessary who shall have such authority and shall perform such duties as may from time to time be prescribed by the board of directors.
21. Vacancies. Notwithstanding the foregoing, each incumbent officer shall continue in office until the earlier of:
(a) that officer’s resignation, which resignation shall be effective at the time the written resignation is received by the Secretary of the Corporation or at the time specified in the resignation, whichever is later;
(b) the appointment of a successor;
(c) that officer ceasing to be a director if such is a necessary qualification of appointment;
(d) the meeting at which the directors annually appoint the officers of the Corporation;
(e) that officer’s removal;
(f) that officer’s death.
If the office of any officer of the Corporation shall be or become vacant, the directors may, by resolution, appoint a person to fill such vacancy.
22. Remuneration of Officers. The remuneration of all officers appointed by the board of directors shall be determined from time to time by resolution of the board of directors. All officers shall be entitled to be reimbursed for reasonable expenses incurred in the performance of the officer’s duties.
23. Removal of Officers. Officers shall be subject to removal by resolution of the board of directors at any time, with or without cause.
24. Duties of Officers May be Delegated. In case of the absence or inability to act of any officer of the Corporation 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 any such officer to any other officer or to any director for the time being.
25. Powers and Duties. Both the Chairperson and the Secretary (or such other person or persons as authorized by the board of directors) shall sign such contracts, documents or instruments in writing as require signatures on behalf of the Corporation and each officer shall respectively have and perform all powers and duties incident to their respective offices and such other powers and duties respectively as may from time to time be assigned to them by the board of directors. The duties of the officers shall include:
(a) Chairperson of the Board. The Chairperson shall preside at all meetings of the board and all meetings of the members, and regulate the order of business at such meetings, receive and put lawful motions and communicate to the meeting concerns of interest to the Corporation, and present a general report of the activities of the year at the members’ annual meeting.
(b) Vice-Chairperson of the Board. The Vice-Chairperson shall act in the absence of the Chairperson. If both the Chairperson and the Vice-Chairperson are absent, the attendees of the meeting shall appoint a temporary Chairperson. The Vice-Chairperson shall assume the role of the Chairperson in their second year of their term.
(c) Secretary. The Secretary, subject to the direction by the board, shall be responsible for the general control and management of business affairs, conducting the Corporation’s correspondence, retaining copies of all official documents and perform all other such duties as properly pertain to the office. The Secretary shall maintain an accurate record of the proceedings of the board and of the Corporation. At the expiration of the term of office, the Secretary shall deliver to the board all books, papers and other property of the Corporation. The Secretary shall have custody of the corporate seal, if any.
(d) Treasurer. The Treasurer shall maintain the Corporation’s books and shall have charge of all funds of the Corporation and shall deposit or cause to be deposited same in a financial institution. Out of such funds, the Treasurer shall pay accounts approved by the Corporation and shall keep a regular account of income and expenditures of the Corporation and submit a financial statement thereof for presentation at the members’ annual meeting and at any other time as required by the board or the members. The Treasurer shall make such investments of the funds as the Corporation may direct. All cheques shall be signed by the Treasurer or such other person as the board may authorize.
(e) Conference Co-Chairs. Subject to the direction of the board the Conference Co-Chairs shall be responsible for the organization of the Corporation’s annual conference.
(f) Communications Chair. Subject to the direction of the board, the Communications Chair shall be responsible for the coordination of the Corporation’s newsletter and liaise with the Conference Co-Chairs regarding the Corporation’s annual conference.
(g) Past Chair. The Past Chair shall act as a resource for the executive committee.
(h) Members at Large. Subject to the direction of the Board, the Members at Large will assist with the business of the Corporation and engage in committee work at the executive level.
(i) Sponsorship Chair. Subject to the direction of the board, the Sponsorship Chair shall be responsible for the coordination of sponsorship, including maintaining the Sponsorship Guide and encouraging third party organizations to support CASPR.
(j) Membership Chair. Subject to the direction of the board, the Membership Chair shall be responsible for the coordination of membership, including administering the annual benchmarking survey, new membership, and membership renewals.
26. Membership. Subject to the articles, there shall be one class of members in the Corporation. Membership in the Corporation shall be available only to individuals who meet such membership criteria as may be determined by the Board from time to time and who have applied for and been accepted into membership in the Corporation by ordinary resolution of the board or in such other manner as may be determined by the board. Each member shall be entitled to receive notice of, attend and vote at all meetings of the members of the Corporation.
27. Responsibilities of Members. All members shall abide by the Letters Patent, By-Laws and policies of the Corporation and support the activities of the Corporation. A member in good standing shall be entitled to vote, hold office, attend meetings, serve on committees, receive all services provided by the Corporation, and use the insignia of the Corporation.
28. Membership Fees. The annual membership fees shall be established by the board and may be amended from time to time by the board in its discretion. In the event of any member being ninety (90) days in arrears of annual membership fees, the Treasurer shall give the member ten (10) days’ final notice of arrears. If the membership fees are not paid within that ten (10) day notice period, the member in default shall thereupon cease to be a member of the Corporation. A member shall not be entitled to vote or have other privileges of membership during the period in which their membership fees remain outstanding. A member may be reinstated by payment of all arrears in full.
29. Termination of Membership. The interest of a member in the Corporation is not transferable and lapses and ceases to exist when:
(a) the member dies, or, in the case of a member that is a corporation, the corporation is dissolved;
(b) a member fails to maintain any qualifications for membership described in section 26 of these by-laws;
(c) the member resigns by delivering a written resignation to the chair of the board of the Corporation in which case such resignation shall be effective on the date specified in the resignation;
(d) the member is expelled in accordance with section 30 below or is otherwise terminated in accordance with the articles or by-laws;
(e) the member’s term of membership expires; or
(f) the Corporation is liquidated or dissolved under the Act.
30. Discipline of Members. The board shall have authority to suspend or expel any member from the Corporation for any one or more of the following grounds:
(a) Violating any provision of the articles, by-laws or written policies of the Corporation;
(b) Carrying out any conduct which may be detrimental to the Corporation as determined by the board in its sole discretion; or
(c) For any other reason that the board in its sole and absolute discretion considers to be reasonable, having regard for the purpose of the Corporation.
In the event that any the board determines that a member should be expelled or suspended from membership in the Corporation, the president, or such other officer as may be designated by the board, shall provided twenty (20) days notice of suspension or expulsion to the member and shall provide reasons for the proposed suspension or expulsion. The member may make written submissions to the president, or such other officer as may be designated by the board, may proceed to notify the member that the member is suspended or expelled from membership in the Corporation. If written submissions are received in accordance with this section, the board will consider such submissions in arriving at the final decision and shall notify the member concerning such final decision within a further twenty (20) days from the date of receipt of the submissions. The board’s decision shall be final and binding on the member, without any further right of appeal..
31. Persons Entitled to be Present. The only persons entitled to be present at a meeting of members shall be those entitled to vote at the meeting, the directors and the public accountant of the Corporation and such other persons who are entitled or required under any provisions of the Act, articles or by-laws of the Corporation to be present at the meeting. Any other person may be admitted only on the invitation of the chair of the meeting or by resolution of the members.
32. Quorum. A quorum at any meeting of the members (unless a greater number of members and/or proxies are required to be present by the Act) shall be twenty (20) members or 20% of the total membership (whichever is less) present in person. If a quorum is present at the opening of the meeting of members, the members present may proceed with the business of the meeting even if a quorum is not present throughout the meeting.
33. Chairperson of the Meeting. In the event that the Chairperson of the board and the Vice-Chairperson of the board are absent, the members who are present and entitled to vote at the meeting shall choose another director as chairperson of the meeting and if no director is present or if all the directors present decline to take the chair then the members who are present and entitled to vote shall choose one of their number to be chairperson.
34. Adjournment. The chairperson of any meeting of members may with the consent of the meeting adjourn the same from time to time to a fixed time and place 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 or dealt with at the original meeting in accordance with the notice calling the same.
35. Voting of Members. At all meetings of the members, every question shall be duly moved and seconded by Members in Good Standing and determined on a show of hands by a majority of votes unless otherwise specifically provided by the Act or by these Bylaws. The chairperson of the meeting shall not have a vote except in the case of an equality of votes and then the chairperson of the meeting shall have the casting vote.
In the event of a special meeting for which proper notice was not provided to the members, every question shall be determined on a show of hands by two thirds (2/3) majority of members present.
No member shall be entitled either in person or by proxy to vote at meetings of members of the Corporation unless the member has paid all dues or fees, if any, then payable by the member.
At any meeting unless a ballot is demanded a declaration by the chairperson of the meeting that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact.
A ballot may be demanded either before or after any vote by show of hands by any person entitled to vote at the meeting. If at any meeting a ballot is demanded on the election of a chairperson or on the question of adjournment it shall be taken forthwith without adjournment. If at any meeting a ballot is demanded on any other question or as to the election of directors, the vote shall be taken by ballot in such manner and either at once, later in the meeting or after adjournment as the chairperson of the meeting directs. The result of a ballot shall be deemed to be the resolution of the meeting at which the ballot was demanded. A demand for a ballot may be withdrawn.
36. Records. Minutes of the proceedings of all meetings shall be entered in the books to be kept by the Secretary for that purpose. The entry of such minutes shall be signed by the Chairperson who presides at the meeting at which time they are adopted, and the Secretary.
37. Proxies. Votes at meetings of the members may be given either personally or by proxy or, in the case of a member who is a body corporate or Corporation, by an individual authorized by a resolution of the board of directors or governing body of the body corporate or Corporation to represent it at meetings of members of the Corporation. At every meeting at which a member is entitled to vote, every member and/or person appointed by proxy to represent one or more members and/or individual so authorized to represent a member who is present in person shall have one vote on a show of hands. Upon a ballot and subject to the provisions, if any, of the Letters Patent, every member who is entitled to vote at the meeting and who is present in person or represented by an individual so authorized shall have one vote and every person appointed by proxy shall have one vote for each member who is entitled to vote at the meeting and who is represented by such proxyholder.
A proxy shall be executed by the member or the member’s attorney authorized in writing or, if the member is a body corporate or Corporation, by an officer or attorney thereof duly authorized.
A person appointed by proxy must be a member.
A proxy may be in the following form:
The undersigned member of CANADIAN ASSOCIATION OF STAFF PHYSICIAN RECRUITERS INCORPORATED hereby appoints__________ of __________ or failing the person appointed above,__________ of __________ as the proxy of the undersigned to attend and act at the meeting of the members of the said Corporation to be held on the __________ day of __________ , __________ , and at any adjournment or adjournments thereof in the same manner, to the same extent and with the same power as if the undersigned were present at the said meeting or such adjournment or adjournments thereof.
DATED the __________ day of__________ , 20 __ .
Signature of Member
The directors may from time to time make regulations regarding the lodging of proxies at some place or places other than the place at which a meeting or adjourned meeting of members is to be held. The chairperson of any meeting of members may, subject to any regulations made as aforesaid, in the chairperson’s discretion accept electronic or written communication as to the authority of any person claiming to vote on behalf of and to represent a member notwithstanding that no proxy conferring such authority has been lodged with the Corporation, and any votes given in accordance with such electronic or written communication accepted by the chairperson of the meeting shall be valid and shall be counted.
38. Referendum. The board of directors is empowered to authorize a referendum by mail/fax/electronic mail on any subject matter not contravening the By-Laws. Members shall respond to the question within twenty-one (21) days from the date of the notification. A simple majority of those responding shall be binding.
CUSTODY AND VOTING SHARES AND SECURITIES
39. Voting Shares and Securities. All of the shares or other securities carrying voting rights of any company or corporation held from time to time by the Corporation may be voted at any and all meetings of shareholders, bondholders, debenture holders or holders of other securities (as the case may be) of such company or corporation and in such manner and by such person or persons as the board of directors of the Corporation shall from time to time determine. The duly authorized signing officers of the Corporation may also from time to time execute and deliver for and on behalf of the Corporation proxies and/or arrange for the issuance of voting certificates and/or other evidence of the right to vote in such names as they may determine without the necessity of a resolution or other action by the board of directors.
40. Custody of Securities. All shares and securities owned by the Corporation shall be lodged (in the name of the Corporation) with a chartered bank or a trust company or in a safety deposit box or, if so authorized by resolution of the board of directors, with such other depositories or in such other manner as may be determined from time to time by the board of directors.
EXECUTION OF INSTRUMENTS
41. Execution of Instruments. Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring execution by the Corporation shall be signed by the Chairperson and the Secretary. In addition, the board may from time to time direct the manner in which, and the person or persons by whom, a particular document or type of document shall be executed. Any person authorized to sign any document may affx the corporate seal (if any) to the document. Any signing officer may certify a copy of any instrument, resolution, by-law or other document of the Corporation to be a true copy thereof.
42. Method of Giving Notice. Any notice (which term includes any communication or document) to be given (which term includes sent, delivered or served), other than notice of a meeting of members or a meeting of the board of directors, pursuant to the Act, the articles, the by-laws or otherwise to a member, director, officer or member of a committee of the board or to the public accountant shall be sufficiently given:
(a) If delivered personally to the person to whom it is to be given or if delivered to such person’s address as shown in the records of the Corporation or in the case of notice to a director to the latest address as shown in the last notice that was sent by the Corporation in accordance with section 129 (Notice of directors) or 134 (Notice of change of directors); or
(b) If mailed to such person at such person’s recorded address by prepaid ordinary or air mail; or
(c) If sent to such person by telephonic, electronic or other communication facility at such person’s recorded address for that purpose; or
(d) If provided in the form of an electronic document in accordance with Part 17 of the Act.
A notice so delivered shall be deemed to have been given when it is delivered personally or to the recorded address as 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 so sent by any means or transmitted or recorded communication shall be deemed to have been given when dispatched or delivered to the appropriate communication company or agency or its representative for dispatch. The secretary may change or cause to be changed the recorded address by any member, director, officer, public accountant or member of a committee of the board in accordance with any information believed by the secretary to be reliable. The declaration by the secretary that notice has been given pursuant to this by-law shall be sufficient and conclusive evidence of the giving of such notice. The signature of any director or officer of the Corporation to any notice or other document to be given by the Corporation may be written, stamped, type-written or printed or partly written, stamped, type-written or printed.
43. Omissions and Errors. The accidental omission to give any notice to any member, director, officer, member of a committee of the board or public accountant, or the non-receipt of any notice by any such person where the Corporation has provided notice in accordance with the by-laws or any error in any notice not affecting its substance shall not invalidate any action taken at any meeting to which the notice pertained or otherwise founded on such notice.
RULES AND REGULATIONS
44. Rules and Regulations. The board of directors may prescribe such rules and regulations not inconsistent with the By-laws relating to the management and operation of the Corporation and other matters provided for in these By-laws as they may deem expedient, provided that such rules and regulations shall have force and effect only until the next annual meeting of the members of the Corporation when they shall be confirmed and in default of confirmation at such annual meeting of members shall at and from that time cease to have force and effect.
45. By-laws. The board of directors may from time to time enact Bylaws relating in any way to the Corporation or to the conduct of its affairs, including, but not limited to, By-laws providing for applications for supplementary letters patent, and may from time to time by By-law amend, repeal or re-enact the By-laws but no By-law shall be effective until sanctioned by at least two-thirds (2/3) of the votes cast at a meeting of the members duly called for the purpose of considering same and the repeal or amendment of By-laws not embodied in the Letters Patent shall not be enforced or acted upon until the approval of the Minister of Industry in respect thereof has been obtained.
46. Auditors. The members shall at each annual meeting appoint an auditor to audit the accounts of the Corporation for report to members who shall hold office until the next following annual meeting; provided, however, that the directors may fill any casual vacancy in the office of the auditor with the consent of all the members. The remuneration of the auditor shall be fixed by the board of directors. A complete review of the books and accounts of the Corporation shall be made at least once a year by the auditor.
47. Financial Year. The financial year of the Corporation shall terminate on the day of in each year or on such other date as the directors may from time to time by resolution determine.
48. Enactment. Subject to matters requiring special resolution of the member, this by-law shall be effective when made by the board.