REVISED AND RESTATED BY-LAW No. 1/2017
Being a By-Law to replace By-Law 1/97
Being a general by-law relating to the regulation of the business and affairs of
THE MOUNTED POLICE MEMBERS’ LEGAL FUND/FONDS DE RECOURS JURIDIQUE DES MEMBRES DE LA GENDARMERIE
hereinafter referred to as the “Legal Fund”.
1.01 In this and all other by-laws of the Legal Fund:
(a) “Act” shall mean 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” means the original or restated articles of incorporation, letters patent, or articles of amendment, amalgamation, continuance, reorganization, arrangement or revival of the Legal Fund;
(c) “Board” shall mean the board of directors of the Legal Fund;
(d) “Division” means one of the divisions of the Royal Canadian Mounted Police and includes the Directorates of Headquarters;
(e) “Division Board” means the board or boards created pursuant to Article 11 hereof;
(f) “Executive Committee” means the committee referred to in Article 12 hereof;
(g) “RCMP” means the Royal Canadian Mounted Police;
(h) Any other word or term contained in this and in any other by-law of the Legal Fund which is defined in the Act shall have the meaning given thereto in the Act;
(i) Where the context so requires, the singular shall include the plural; the plural shall include the singular; the masculine shall include the feminine; and the word “person” shall include firms and corporations.
2.01 The Legal Fund is a body corporate established separate and apart from the RCMP and the Office of the Commissioner of the RCMP. Such persons subscribing to these by-laws in conformance with the provisions herein and in conformance with the Articles and by-laws of the Legal Fund shall together constitute the Legal Fund.
3.01 The objects of the Legal Fund shall be those set out in its Articles.
4. HEAD OFFICE
4.01 Unless changed by by-law, the head office of the Legal Fund shall be located in the City of Fall River, in the Province of Nova Scotia, at such address within such place as the directors may from time to time determine.
4.02 The Legal Fund may establish such other offices and agencies elsewhere in Canada as the Executive Committee may deem expedient.
5.01 ELIGIBILITY. Membership in the Legal Fund shall be limited to members of the RCMP who:
(a) are interested in furthering the objects of the Legal Fund; and
(b)have paid their annual fees to the Legal Fund.
5.02 CONFIDENTIALITY. The consideration of membership applications by the Board shall be held in camera, in the absence of the applicant, and the Board shall not give any reasons for its decision to approve or reject an application.
5.03 ONE CLASS OF MEMBERSHIP. All members of the Legl Fund belong to the same class and shall be entitled to vote on all matters on which members are entitled to vote.
5.04 FEES. The membership fee shall be Ninety-nine Dollars ($99.00) per annum, or such other amount as may be determined from time to time by the Board. The fees shall be paid at such times and in such manner as may be determined by the Board.
5.05 TRANSFERABILITY. A membership may only be transferred to the Legal Fund. Pursuant to Section 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to add, change or delete this section of the by-laws.
5.06 WITHDRAWAL. Any member may withdraw from the Legal Fund by delivering a resignation notice to Legal Fund Support at www.mplegalfund.com which will be effective upon receipt.
5.07 REMOVAL. Membership in the Legal Fund will be terminated by a vote of three-quarters (3/4) of the members at an annual or special meeting.
5.08 EFFECT. Subject to the Articles, upon any termination or withdrawal of membership, the rights of the member, including any rights in the property of the Legal Fund, automatically cease to exist.
5.09 AMENDMENT. Pursuant to Section 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendments to this Section 5 of the by-laws if those amendments affect membership rights and/or conditions described in paragraphs 197(1)(e), (h), (l) or (m).
6.01 NUMBER. Unless changed by by-law, the Board shall comprise not less than ten (10) and not more than thirty-five (35) directors. The Board shall from time to time by resolution set the actual number of directors in accordance with Section 6.06 hereof.
6.02 ELECTION AND TERM OF OFFICE. On motion duly made and seconded, directors shall be elected by the members at an annual meeting of members for a term ending at the time of the second annual general meeting held after the annual general meeting at which the director was elected provided that if not replaced at such second annual general meeting a director shall continue in office until his or her successor is elected.
6.03 QUALIFICATIONS. A director must be:
(a) a member of the Legal Fund;
(b) not otherwise disqualified pursuant to the provisions of the Act; and
(c) not a person who is, or who has been in the two year period prior to the members’ meeting at which directors are to be elected, an officer or director of the National Police Federation; Mounted Police Professional Association of Canada; the Association des membres de la Police Montee du Quebec or any other corporation or association seeking to become certified as the bargaining agent for the RCMP.
6.04 REPRESENTATION OF DIVISIONS. The directors may propose that a member who is elected as a director, in addition to his powers and duties as a director, either alone or with other directors, serve on a Division Board created for a Division. A person who is otherwise qualified to be a director, is qualified to serve on a Divison Board as a director if he or she was assigned by the RCMP to a Division at the time the Notice to Members was sent for the annual general meeting at which the director was elected or re-elected.
6.05 DIRECTORS AT LARGE. In addition to the number of persons the Board proposes be elected as directors and serve on Division Boards, the Board may propose the election of directors to serve as directors at large.
6.06 NUMBER OF DIRECTORS. The total number of directors to be elected at an annual general meeting shall be the number of directors who are proposed by the Board for election at an annual general meeting of members provided that the number proposed to be elected plus the number of directors whose term of office has not expired at the time of the annual general meeting does not exceed the maximum number of directors permitted by the Articles of the Legal Fund.
6.07 PROCEDURE. The directors shall include with the Notice to Members for an annual general meeting a list of each director who will continue in office after the annual general meeting for the second year of the director’s term and a list of those persons whom the directors propose should be elected or re-elected for a new term. Each list shall indicate the Division Board on which the person, if elected, will serve as applicable, or that the person will serve as a director at large and include a short profile of each person’s service with the RCMP and the Legal Fund.
7. REPLACEMENT OF DIRECTORS
7.01 VACATION OF OFFICE. The office of a director shall automatically be vacated if:
(a) the director resigns by delivering a written resignation to the Secretary of the Legal Fund;
(b) the director ceases to be qualified as a director of the Legal Fund in accordance with Section 6.03 hereof; or
(c) the director is removed by resolution of three-quarters (3/4) of the members present at a special meeting of the members.
7.02 DIRECTORS MAY FILL VACANCY. A quorum of directors may fill a vacancy among the directors, except a vacancy resulting for an increase in the number or the minimum or maximum number of directors provided for in the Articles or a failure to elect the number or minimum number of directors provided for in the Articles.
8. MEETINGS OF DIRECTORS
8.01 QUORUM. A majority of the number of directors or minimum number of directors required by the Articles constitutes a quorum at any meeting of directors and, despite any vacancy among the directors, a quorum of directors may exercise all the prowers of the directors.
8.02 PLACE OF MEETING. Meetings of the Board may be held at any place the Executive Committee may from time to time determine.
8.03 NOTICE. A meeting of directors shall be held at least once a year and more often, if required, and may be convened on at least five (5) days’ notice, by the Executive Committee or by the Secretary on the direction or authorization of the Executive Committee. The notice may be in writing and delivered or mailed or may be given by telephone, facsimile transmission, email or other electronic communication and need not specify the purpose of business to be transacted at the meeting, except that a notice of meeting of directors shall specify any matter referred to in Section 138(2) (Limits on Authority) of the Act that is to be dealt with at the meeting.
A meeting of the directors may be held and duly constituted at any time without notice if all the directors are present or, if any be absent, those absent have waived notice or signified their consent in writing to the meeting being held in their absence.
8.04 PARTICIPATION BY TELEPHONE OR OTHER COMMUNICATION FACILITIES. Subject to the By-laws, a director may, in accordance with the Regulations, if any, and if all the directors of the Corporation consent, participate in a meeting of directors or of a committee of directors by means of telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting. A director so participating in a meeting is deemed for the purposes of this Act to be present at that meeting.
8.05 VOTING. Questions arising at any meeting of directors shall be decided by a majority of votes of those present. Each director is authorized to exercise one (1) vote. In case of an equality of votes, the chairperson of the meeting, in addition to his original vote, shall not have a second or casting vote.
9. DUTIES OF THE BOARD
9.01 MANAGEMENT. The Board shall manage the affairs of the Legal Fund in accordance with these by-laws and may exercise all such powers of the Legal Fund as are not required by the Act or by these by-laws to be exercised by the members at general meetings.
9.02 EXPENDITURES. The Board shall have the power to authorize expenditures on behalf of the Legal Fund from time to time for the purpose of furthering the objects of the Legal Fund and may delegate by resolution to an officer or officers of the Legal Fund the right to employ and pay salaries to employees and, subject to a limitation of the amount of fees that can be incurred, the power to retain counsel for the Legal Fund for the purpose of obtaining an opinion for the Legal Fund with respect to the legal rights and obligations of a member of the Division who requests funds from the Legal Fund.
The Board may authorize officers or employees of the Legal Fund or Division Boards to administer the disbursement of funds for expenditures the Board has authorized.
10. NATIONAL FUND
10.01 NATIONAL FUND. There shall be a national fund established and maintained by the Legal Fund. The fund shall be utilized for national matters as well as those Division matters approved by the Executive Committee in accordance with Article 13 hereof. All membership dues shall be paid to and held in the national fund.
11. DIVISION BOARDS
11.01 CONSTITUTION. The Board, in its discretion, may establish and organize a Division Board for a Division comprised of the director or directors elected to represent the Division, directors at large and up to a maximum of six (6) others who are members of the Legal Fund and, at the time of their appointment, assigned by the RCMP to the Division. Each such person shall be appointed for a two (2) year term. Notice shall be provided to the Secretary of the Legal Fund within thirty (30) days following the Annual Meeting as to the membership of the Division Board and any officers appointed by the Division Board. If a Division Board is not established within 30 days following the Annual Meeting, the Board may designate another Division Board to consider matters raised by members of that Division where no Division Board is established.
11.02 APPLICATIONS FOR FUNDING. Members who seek funding from the Legal Fund shall make application to the Secretary or assistant-Secretary (both hereafter referred to as “Secretary”) of the Legal Fund who shall forward the application for consideration by the Division Board for the Division to which the applicant is assigned by the RCMP or, if there is no Division Board for that Division, to the Division Board which the Board has designated to consider applications received from such applicant.
11.03 DUTIES. The Division Board to which an application is referred will be responsible for considering and determining that the application is refused or approved or that it requires a legal opinion before making its decision and shall advise the referring Secretary of its decision which such Secretary shall communicate to the applicant. If the Division Board requires a legal opinion, the referring Secretary will make arrangements to obtain the same for the Division Board at a cost which the Secretary is authorized by the Board to incur. If an application is approved by the Division Board, the Division Board shall forward the application to the Secretary of the Legal Fund for consideration of the Applications Review Committee and advise the applicant of the referral of the application to the Committee.
11.04 REMOVAL OF DIVISION BOARD. If the Board, in its sole discretion, decides that the members of a Division Board are acting improperly in fulfilling their duties, the Board, by a majority vote of those present at a duly constituted meeting of the Board, may remove the Division Board and delegate to another Division Board the duties and responsibilities with respect to the members of the Division whose Division Board has been removed.
12. EXECUTIVE COMMITTEE
12.01 NUMBER. The Executive Committee shall be comprised of five (5) directors appointed to serve at the Board’s pleasure.
12.02 APPOINTMENT. The Chairperson and Vice-Chairperson appointed in accordance with this by-law shall automatically be members of the Executive Committee. The directors elected by the members in accordance with this by-law shall, at the Annual General Meeting, appoint from their respective numbers the remaining three (3) members of the Executive Committee as indicated above, in accordance with the procedures adopted by the Board, to hold office for a term of two (2) years.
12.03 MEETINGS. The Executive Committee shall meet at least two (2) times each year or more frequently as may be required or deemed necessary by the Executive Committee at any place the Executive Committee may from time to time determine. A majority of the members of the Executive Committee shall constitute a quorum for the transaction of business. If all members of the Executive Committee consent, meetings may be held by telephone. At least two (2) days prior notice of a meeting must be given, other than by mail, provided that no notice will be necessary if all members of the Executive Committee are present at or participate in the meeting or waive notice thereof in writing. Notice by mail shall be sent at least fourteen (14) days prior to the meeting.
12.04 VOTING. Questions arising at any meeting of the Executive Committee shall be decided by a majority of votes of those present. Each Executive Committee member shall have one (1) vote. In the case of an equality of votes the motion shall be defeated and the chairperson of the meeting shall not have a second or casting vote. In respect of decisions regarding a request for funds from a Division Board, if a member of the Executive Committee has a conflict of interest by reason of being a member of the Division from which the request for funds originates, that member shall abstain from the vote in respect of that request.
12.05 DUTIES AND POWER. The Executive Committee shall have all of the duties, power and authority of the Board provided that the Executive Committee shall report on its activities at each meeting of the Board and decisions taken by the Executive Committee shall be binding on the Board and shall not be subject to review.
12.06 VACATION OF OFFICE. The office of an Executive Committee member shall automatically be vacated if:
(a) the Executive Committee member resigns by delivering a written resignation to the Secretary of the Legal Fund;
(b) the Executive Committee member ceases to be eligible to continue as a member of the Legal Fund;
(c) the Executive Committee member ceases to be qualified as a director of the Legal Fund under Section 6.03 hereof; or
(d) the Executive Committee member is removed by majority vote of the Board at a meeting of the Board or on a petition filed with the Secretary of the Board which is signed by the majority of Board members.
12.07 REPLACEMENT OF EXECUTIVE COMMITTEE MEMBER. Subject to the provisions of Section 6.03, if a vacancy shall occur, the Board shall fill the vacancy and the person so appointed shall hold office for the unexpired term.
13. APPLICATIONS REVIEW COMMITTEE
13.01 NUMBER AND APPOINTMENT. There shall be an Applications Review Committee with respect to each application submitted under Section 11.03 comprised as follows:
(a) one (1) member appointed by the Executive Committee from among its members;
(b) one (1) or two (2), depending on availability, directors appointed by the Board, excluding any director then serving on the Executive Committee; and
(c) one (1) member of the Legal Fund appointed by those directors who represent the Division from which the application originates or who are on the Division Board which considered the application.
(d) should there be difficulty in forming an Applications Review Committee to review any application, the Secretary will forward the application directly to the Executive Committee.
13.02 DUTIES. The Applications Review Committee shall receive and assess all applications, except as mentioned in 13.01(d), for funding referred to it by a Division Board and shall forward the Committee’s recommendation regarding the application, together with a cost/benefit analysis to the Secretary of the Legal Fund for referral to the Executive Committee.
13.03 REFERRAL TO EXECUTIVE COMMITTEE. The Secretary of the Legal Fund shall refer all applications and recommendations received from the Applications Review Committee to the Executive Committee for review and consideration. The Executive Committee may:
(a) approve the application in full;
(b) approve the application in part; or
(c) deny the application
and the decision of the Executive Committee, together with written reasons therefore shall be given to the Secretary. The decision of the Executive Committee shall be final and binding and not subject to review.
14. OTHER COMMITTEES
14.01 CONSTITUTION OF COMMITTEES. The Board may from time to time constitute such committees as it deems necessary to assist the directors in carrying on the affairs of the Legal Fund.
14.02 APPOINTMENT. The Board shall annually or more often appoint such members of the Legal Fund to be members of each of the committees as it deems necessary and shall designate one (1) of the members of each committee as chairperson thereof. All members shall be eligible for appointment to committees. Members of committees shall be subject to removal by the Board at any time at its pleasure.
14.03 MEETINGS. Except as may be provided by the Board, the committees may meet for the transaction of business, adjourn and otherwise regulate their meetings as they think fit provided, however, that a majority of the members of each committee shall constitute a quorum thereof for the transaction of business. Questions arising at any meeting of a committee shall be decided by a majority of votes and in case of an equality of votes the chairperson shall not have a second or casting vote.
14.04 DUTIES. Each committee is charged with the duty of performing such duties and responsibilities as are assigned to it from time to time by the Board or by the membership at an Annual General Meeting or other special meeting.
14.05 CHAIRPERSON. The chairperson of each committee is responsible for:
(a) conducting the committee meeting in an orderly manner;
(b) maintaining the properly recorded minutes or notes; and
(c) submission of required minutes, reports or recommendations in person or in writing to the Executive Committee, or if required, to the general membership.
15.01 OFFICERS. The officers of the Legal Fund shall be the Chairperson and Vice-Chairperson to be appointed from amongst the directors of the Legal Fund, a Secretary and a Treasurer and such other officers as the Board may from time to time by resolution determine. A director or member of the Legal Fund may be appointed to any office of the Legal Fund but no officer, other than the Chairperson and Vice-Chairperson, need be a director of the Legal Fund.
15.02 APPOINTMENT. The Board shall annually, or as often as may be required, appoint the officers of the Legal Fund by secret ballot. The officers shall hold office for a period of two (2) years or until their successors are appointed.
15.03 POWERS AND DUTIES.
(a) CHAIRPERSON. The Chairperson shall preside at all meetings of the members, of the Executive Committee and of the Board. The Chairperson shall be the Chief Executive Officer of the Legal Fund and be charged with the general and active supervision, subject to the authority of the Board, of the business and affairs of the Legal Fund. The Chairperson shall also see that all orders and resolutions of the Board and of the Executive Committee are carried into effect.
(b) VICE-CHAIRPERSON. The Vice-Chairperson shall, in the absence of or disability or refusal to act of the Chairperson, act as Chairperson of the Legal Fund and shall have all the powers and authority and shall perform all of the duties of the Chairperson. The Vice-Chairperson shall perform such other duties as may be imposed from time to time by the Board.
(c) SECRETARY. The Secretary shall give, or cause to be given, all notices required to be given for all meetings of the Board, all meetings of the Executive Committee, and all meetings of members; he or she shall attend all meetings of the Board, the Executive Committee and members and shall enter or cause to be entered in books kept for that purpose minutes of all proceedings at such meetings; he or she shall have charge of the corporate records (other than accounting records) which the Legal Fund is required to prepare and maintain by the provisions of the Act; she or he shall be custodian of the Corporate Seal which seal the Secretary shall deliver only when authorized hereunder or by a resolution of the Board or Executive Committee to do so and to such other person or persons as may be named in the resolution; she or he shall perform such other duties as may be prescribed by the Board or by the Chairperson under whose supervision the Secretary shall be.
(d) TREASURER. The Treasurer shall have custody of the corporate funds and securities; keep full and accurate books of account in which shall be recorded all receipts and disbursements of the Legal Fund and, under the direction of the Board shall control the deposit of money, the safekeeping of securities and the disbursement of the funds of the Legal Fund; she or he shall render to the Board and Executive Committee at the meetings thereof, or whenever required of him or her, an account of all his or her transactions as Treasurer and of the financial position of the Legal Fund; and he or she shall perform such other duties as may from time to time be prescribed by the Board or the Executive Committee.
(e) OTHER OFFICERS. The duties of all other officers of the Legal Fund shall be such as the Board assigns to them and are permitted by the Act. Any of the powers and duties of an officer to whom an assistant has been appointed may be exercised and performed by such assistant, unless the Board otherwise directs. An assistant appointed for an officer shall be an officer of the Legal Fund.
15.04 VACANCIES. If the office of Chairperson or Vice-Chairperson, Secretary or Treasurer, or any other office, shall be or become vacant by reason of death, resignation, disqualification, or otherwise, the Board by resolution may appoint an officer to fill such vacancy.
15.05 REMOVAL OF OFFICERS. The Board shall be entitled to remove any officer by resolution at its pleasure.
15.06 AGENTS AND EMPLOYEES. The Board may appoint such agents and engage such employees as it deems necessary from time to time and such persons shall have the authority, perform the duties and receive the remuneration as shall be prescribed and fixed by the Board by resolution. An employee may be appointed by the Board to an office other than Chairperson or Vice-Chairperson.
16. MEETINGS OF MEMBERS
16.01 ANNUAL MEETING. The annual meeting of the members shall be held each year at such place in Canada and on such day and at such time as the Executive Committee may by resolution determine. At such meeting, the members shall receive a report of the directors, the financial statements and the report of the auditors and elect as directors for the ensuing year those persons who are qualified to be directors under Section 6.03.
16.02 MEMBER PROPOSALS. Subject to the Regulations under the Act, any proposal may include nominations for the election of directors if the proposal is signed by not less than five percent (5%) of members entitled to vote at the meeting at which the proposal is to be presented.
The member who submitted the proposal shall pay the cost of including the proposal and any statement in the notice of meeting at which the proposal is to be presented unless otherwise provided by ordinary resolution of the members present at the meeting.
16.03 ANNUAL FINANCIAL STATEMENTS. The Legal Fund shall send to the members a copy of the annual financial statements and other documents referred to in Section 172(1) (Annual Financial Statements) of the Act or a copy of a publication of the Legal Fund reproducing the information contained in the documents. Instead of sending the documents, the Legal Fund may send a summary to each member along with a notice informing the member of the procedure for obtaining a copy of the documents themselves free of charge. The Legal Fund is not required to send the documents or a summary to a member who, in writing, declines to receive such documents.
16.04 SPECIAL MEETINGS. Special meetings of the members may be convened at any time by order of the Chairperson or of the Board or of the Executive Committee to be held at such place in Canada as may be determined. In addition, the Chairperson or, failing the Chairperson, the Board or the Executive Committee shall call a special meeting of the members upon receipt of a written requisition to do so of not less than five percent (5%) of the members entitled to vote at such meeting. If the directors do not call a meeting within twenty-one (21) days of receiving the requisition, any member who signed the requisition may call the meeting.
16.05 NOTICE OF MEETING OF MEMBERS. For the purpose of subsection 162(1) of the Act, notice of a members’ meeting may be given in one or more of the following manners:
(a) by mail or courier addressed to the member at the residential or office address of the member as contained in the records of the Legal Fund or by personal delivery during a period of 21 to 60 days before the day on which the meeting will be held.
(b) By electronic or other commiunication facility to each member entitled to vote at the meeting, during a period of 21 to 35 days before the day on which the meeting is to be held, and
(c) By publication at least once in a publication of the corporation that is sent to all its members, during a period of 21 to 60 days before the day on which the meeting is to be held.
16.06 CONTENT OF NOTICE. Notice of any meeting of members shall include a statement of the right of such member to appoint a proxy, who is a member, to exercise the same voting rights that the member appointing such proxy would be entitled to exercise if present at the meeting. The notice of such meeting shall contain sufficient information concerning such business to permit the member to form a reasoned judgment on the decision to be taken.
16.07 AMENDMENT TO NOTICE PROVISIONS. Pursuant to Section 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to the by-laws of the Legal Fund to change the manner of giving notice to members entitled to vote at a meeting of members.
16.08 PROXY. A member may appoint as proxy any other member to vote at any annual or special meeting of the members by executing an instrument in substantially the following form:
“The undersigned member of THE MOUNTED POLICE MEMBERS’ LEGAL FUND/FONDS DE RECOURS JURIDIQUE DES MEMBRES DE LA GENDARMERIE (the “Legal Fund”) hereby appoints of whom failing, of as the proxy of the undersigned to vote and act for the undersigned on behalf of the undersigned at the meeting of members of the Legal Fund to be held on the day of , 20 , and at any adjournment thereof.
DATED the day of , 20 .
(Signature of Member)”
If the directors solicit proxies when sending a Notice of Meeting, a form of proxy which complies with the Regulations made under the Act shall be included with the Notice of Meeting.
16.09 QUORUM. The quorum for any meeting of members shall be thirty percent (30%) of the members personally present or by proxy. Each member shall be entitled to one vote.
No business shall be transacted at any meeting unless the requisite quorum be present at the commencement of the business.
16.10 VOTING. Every question submitted to any meeting of members may be decided in the first instance by a show of hands, if the decision be unanimous; otherwise the question shall be decided by the majority (unless the Act or these bylaws otherwise provide) on a poll of the votes entitled to be cast at such meeting.
Each member present in person or by proxy at a meeting shall have the right to exercise one vote. In case of an equality of votes on a poll, the chairperson shall not have a casting vote in addition to the vote to which the chairperson may be entitled as a member.
At a meeting, unless a poll is demanded, a declaration by the chairperson that a resolution has been carried or carried unanimously or by a particular majority or lost shall be conclusive evidence of the fact.
16.11 ADDITIONAL NOMINEES. If the number of persons nominated at a meeting of members to be elected as directors exceeds the number of directors to be elected as set out by the Board, the election of directors shall be held by ballot with a separate ballot for each nominee and:
(a) those persons who are nominated to represent a specified Division who receive a higher number of votes than other persons nominated to be elected as a director to represent the Division shall be declared elected as directors starting with the person who received the highest number of votes and continuing with the person who received the next highest number of votes until the number of directors to be elected at the meeting to represent the Division have been declared elected;
(b) those persons nominated to be elected as directors at large who receive a higher number of votes than other persons nominated to be elected as a director at large shall be declared elected starting with the person who received the highest number of votes and continuing with the person who received the next highest number of votes until the number of directors to be elected at the meeting to serve as directors at large have been declared elected;
provided that no person shall be elected as a director if the number of votes withheld in respect of his or her election exceeds the number of votes cast in favour of his or her election.
16.12 USE OF PROXIES. For the purposes of an election by ballot, the holder of a proxy or proxies shall be provided with a certificate of the scrutineers for the meeting and a ballot which specifies the total number of votes the proxy holder is entitled to vote and the ballot shall be in a form which allows the proxy holder to indicate the number of votes cast in favour of a nominee and the number of votes withheld from the nominee.
16.13 AMENDMENT TO METHOD OF VOTING. Pursuant to Section 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to the by-laws of the Legal Fund to change this method of voting by members not in attendance at a meeting of members.
16.14 PROCEDURE. In the absence of the Chairperson and the Vice-Chairperson, the members present entitled to vote shall choose another director as chairperson and, if no director be present or if all the directors decline to take the chair, then the members present shall choose one of their number to be chairperson.
If at any meeting a poll 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 poll is demanded on any other question, it shall be taken by ballot in such manner and either at once, later in the meeting or after adjournment, as the Chairperson directs. A demand for a poll may be withdrawn at any time prior to the taking of the poll.
17.01 NOTICES. A notice required by the Act to be sent to a member or director of the Legal Fund shall be sent in the manner and within such period of time as may be set out in the Act or in this by-law.
17.02 COMPUTATION OF TIME. In computing the date when notice must be given under any provision of the Act or this by-law requiring a specified number of days’ notice of any meeting or other event, the date of giving the notice and the date of the meeting or other event shall be excluded.
17.03 OMISSIONS AND ERRORS. The accidental omission to give a notice to any member, director, officer or auditor or the non-receipt of any notice by any member, director, officer or auditor or any error in any notice not affecting the substance thereof shall not invalidate any action taken at any meeting held pursuant to such notice or otherwise founded thereon, unless otherwise provided in the Act.
17.04 CHEQUES, DRAFTS AND NOTES. All cheques, drafts or orders for the payment or money and all notes and acceptances and bills of exchange shall be signed by such officer or officers or person or persons, whether or not officers of the Legal Fund, and in such manner as the Board or the Executive Committee may from time to time designate.
17.05 BANKING. The banking business of the Legal Fund, or any part thereof, shall be transacted with such bank, trust company or other firm or corporation carrying on a banking business as the Board or the Executive Committee may designate, appoint or authorize from time to time by resolution and all such banking business, or any part thereof, shall be transacted on behalf of the Legal Fund by such one or more officers and/or other persons as the Board or the Executive Committee may designate, direct or authorize from time to time by resolution and to the extent therein provided including, but without restricting the generality of the foregoing, the operation of the accounts of the Legal Fund; the making, signing, drawing, accepting, endorsing, negotiating, lodging, depositing or transferring of any cheques, promissory notes, drafts, acceptances, bills of exchange and orders for payment of money; the giving of receipts for and orders relating to any property of the Legal Fund; the execution of any agreement relating to any such banking business and defining the rights and powers of the parties thereto; and the authorizing of any officer of such bank to do any act or thing on behalf of the Legal Fund to facilitate such banking business.
17.06 BORROWING FUNDS. The directors may, without authorization of the members:
(a) borrow money upon the credit of the Legal Fund;
(b) limit or increase the amount to be borrowed;
(c) issue debentures or other securities of the Legal Fund;
(d) pledge or sell such debentures or other securities for such sums and at such prices as may be deemed expedient; and
(e) secure any such debentures, or other securities, or any other present or future borrowing or liability of the Legal Fund, by mortgage, hypothec, charge or pledge of all or any currently owned or subsequently acquired real and personal, movable and immovable, property of the Legal Fund, and the undertaking and rights of the Legal Fund.
The directors may from time to time by resolution delegate to such officers or directors or a committee of directors as deemed appropriate all or any of the powers conferred on the directors in this section to the full extent thereof or such lesser extent as the directors may in any such resolution provide, except that securities may only be issued in the manner and on the terms authorized by the directors. Nothing herein limits or restricts the power of the directors to borrow money on bills of exchange or promissory notes made, drawn, accepted or endorsed by or on behalf of the Legal Fund.
17.07 AUDITORS. The members shall at each annual meeting appoint an auditor to audit the financial statements of the Legal Fund for report to the members at the next annual meeting. The auditor shall hold office until the next annual meeting provided that the Executive Committee may fill any casual vacancy in the office of the auditor. The remuneration of the auditor shall be fixed by the Board.
17.08 REMUNERATION. Except for officers who are also employees appointed pursuant to Section 15.06, the directors, officers and committee members shall not be entitled to receive any remuneration for their services, but may be paid reasonable expenses incurred in the performance of their duties and in connection with their attendance at each regular or special meeting of the Board or of any committee.
17.09 AMENDMENT OF BY-LAWS. Except for fundamental changes described in Section 19(1) of the Act, the by-laws of the Legal Fund not embodied in the Articles may be repealed or amended by by-law enacted by a majority of the directors at a meeting of the Board and sanctioned by an affirmative vote of at least two-thirds of the members at a meeting duly called for the purpose of considering the said by-law.
17.10 EXECUTION OF INSTRUMENTS. Contracts, documents or instruments in writing requiring the signature of the Legal Fund may be signed by the Chairperson or Vice-Chairperson and the Secretary and all contracts, documents or instruments in writing so signed shall be binding upon the Legal Fund without any further authorization or formality. The Board and the Executive Committee shall have power from time to time by resolution to appoint any officer or officers or any other person or persons on behalf of the Legal Fund either to sign contracts, documents or instruments in writing generally or to sign specific contracts, documents or instruments in writing.
The Corporate seal of the Legal Fund, may, when required, be affixed to contracts, documents or instruments in writing signed as aforesaid or by any officer or officers, person or persons appointed as aforesaid by resolution of the Board or the Executive Committee.
The term “contract, documents or instruments in writing” as used in this bylaw shall include deeds, mortgages, hypothecs, charges, conveyances, transfers and assignments of property, real or personal, immovable or movable, agreements, releases, receipts and discharges for the payment of money or other obligations, conveyances, transfers and assignments of shares, share warrants, bonds, debentures or other securities and all other paper writing.
17.11 INDEMNIFICATION OF DIRECTORS AND OFFICERS. Each director and officer of the Legal Fund, member of a Division Board, former director or officer of the Legal Fund, former member of a Division Board or a person who acts or acted at the Legal Fund’s request as a director or officer of a body corporate of which the Legal Fund is or was a shareholder or creditor, and such person’s heirs and legal representatives, shall be indemnified against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by such person in respect of any civil, criminal or administrative action or proceeding to which such person is made a party by reason of being or having been a director or officer of the Legal Fund or body corporate or a member of a Division Board.
17.12 FISCAL YEAR. The fiscal year of the Legal Fund shall terminate on such date as the directors may from time to time by resolution determine.
17.13 ENFORCEABILITY. The invalidity or unenforceability of any provision of this by-law shall not affect the validity or enforceability of the remaining provisions of this by-law.
17.14 RULES AND REGULATIONS. The Board may prescribe such rules and regulations not inconsistent with these by-laws relating to the management and operation of the Legal Fund as they deem expedient.
17.15 INTERPRETATION. In these by-laws and in all other by-laws of the Legal Fund hereafter passed unless the context otherwise requires, words importing the singular number or the masculine gender shall include the plural number or the feminine gender, as the case may be, and vice versa, and references to persons shall include firms and corporations.
ENACTED THIS 7th. day of April , 2017.
- G. Clarke Trevor Dinwoodie