REVISED AND RESTATED BY-LAW No. 1/97
Being a general by-law relating to the regulation of the business and affairs
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 Corporations Act, as amended from time
to time, or any act that may hereafter be substituted therefor;
(b)"Board" shall mean the board of directors of the Legal Fund including
alternate directors designated from time to time to serve as directors;
(c)"Division" means one of the divisions of the Royal Canadian Mounted
Police and includes the Directorates of Headquarters;
(d)“Division Board” means the board or boards created pursuant to Article 10
(e)“Executive Committee means the committee referred to in Section 11.01;
(f)“RCMP” means the Royal Canadian Mounted Police;
(g)“Representative” means a Division Staff Relations Representative elected
from time to time under the Division Staff Relations Representative Program
described in Chapter 11 Part 16 of the RCMP Administration Manual or in the
provisions of any regulation or administration manual which is adopted in place
(h)“Subrepresentative” means a Division Staff Relations Subrepresentative elected
from time to time under the Division Staff Relations Representative Program
described in Chapter II Part 16 of the RCMP Administration Manual or in the
provisions of any regulation or administration manual which is adopted in place
(i)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;
(j)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 Letters Patent 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 Letters Patent.
4. HEAD OFFICE
4.01 Unless changed by by-law, the head office of the Legal Fund shall be located
in the City of Orleans, in the Province of Ontario, 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:
(k)are eligible to vote for the election of Representatives;
(l)are interested in furthering the objects of the Legal Fund;
(m)have received approval of the Board of their application for admission as
a member; and
(n)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 CLASSES OF MEMBERSHIP. There shall be two (2) classes of members in the
Legal Fund, namely voting members and non-voting members, the rights and qualifications
of which are as follows:
(b) Voting Members. Voting members shall consist of all directors of the Legal
Fund, all Representatives who are members of the Legal Fund and all Subrepresentatives
who are members of the Legal Fund and members of a Division Board. Voting members
shall be entitled to receive notice of, attend and vote at all meetings
of members and each voting member will be entitled to one (1) vote or such other
number of votes as shall be determined in accordance with the rules of membership
of the Legal Fund; and
(c) Non-Voting Members. Non-voting members shall consist of all other individuals
who have been admitted into membership in accordance with section 5.01
hereof. A non-voting member is not entitled to receive notice of or vote at
any meeting of the members and may attend a meeting of members only at the invitation
of the Board. A non-voting membership will be converted to a voting membership
upon the individual becominga Representative or a Subrepresentative who is a
member of a Division Board.
5.04 FEES. The membership fee shall be $104.00 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 WITHDRAWAL. Any member may, on eight (8) weeks notice, withdraw from the
Legal Fund by delivering to the Legal Fund a written resignation and lodging
a copy of the same with the Secretary of the Legal Fund which shall be effective
eight (8) weeks from the date of receipt thereof. In case of resignation, a
member shall remain liable for payment of any fee or other sum levied or which
became payable by the member to the Legal Fund prior to receipt by the
Secretary of the member’s resignation.
5.06 REMOVAL. Membership in the Legal Fund will be terminated by a vote of
three-quarters (3/4) of the voting members at an annual or special meeting.
6.01 NUMBER. Unless changed by by-law, the Board shall comprise not less than
10 and not more than 35 directors. The Board shall from time to time by resolution
set the actual number of directors in accordance with s.7.01 hereof.
6.02 TERM OF OFFICE. The applicants for incorporation shall become the first
directors of the Legal Fund whose term of office on the Board shall continue
until their successors are elected.
At the first meeting of members, the provisional directors named in the Letters
Patent of the Legal Fund shall be replaced with the directors elected in accordance
with Article 7 hereof. Directors shall be elected for a term of two (2) years
by the members at an annual meeting of members, PROVIDED THAT if no directors
are elected at such annual meeting they shall continue in office until
their successors are elected or appointed.
6.03 QUALIFICATIONS. A director must be:
(a)a member of the Legal Fund;
(b)except in respect of a first director:
(i) a Representative of a Division that has more than 50% of its members
as members of the Legal Fund which shall be determined by the Board as at January
1 of each year based on the records maintained by the RCMP; and
(ii) a Representative of a Division that has a minimum of 500 members who are
members of the Legal Fund where less than 50% of the members of the Division
are members of the Legal Fund, which shall be determined by the Board as at
January 1 each year based on the records maintained by the RCMP. One Representative
of a Division, to be determined by the Division Board of that Division, for
each 500 members of a Division who are members of the Legal Fund shall be qualified
as a director of the Legal Fund until 50% of a Division’s members become members
of the Legal Fund at which time all Representatives of the Division will qualify
as directors of the Legal Fund; and
(c)not otherwise disqualified pursuant to the provisions of the Act.
6.04 CONFIDENTIALITY. The Board shall meet in camera to consider the admission
of a new member to the Board and shall not give any reasons for its decision
to approve or its failure to approve such admission.
7. ELECTION OF DIRECTORS
7.01 PROCEDURE. All Representatives who otherwise qualify as directors
of the Legal Fund in accordance with s.6.03 hereof, shall concurrently be qualified
to be elected as directors of the Legal Fund. The election of the Representatives
as the directors of the Legal Fund shall be confirmed at and be effective from
the date of the Annual General Meeting of the Legal Fund.
7.02 VACATION OF OFFICE. The office of a director shall automatically be vacated
(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 of the voting members
present at a special meeting of the members.
7.03 REPLACEMENT OF DIRECTOR. If the director who vacated office, at the same
time or subsequently, resigned as a Representative, the Board shall fill the
vacancy with the Representative elected by the members of the RCMP to replace
the vacating Representative if the person is qualified under section 6.03, and
the person so elected shall hold office for the unexpired term.
7.04 INCREASE IN BOARD. Subject to the provisions of section 6.03, if a vacancy
shall occur on the Board as a result of an increase in the number of directors
due to an increase in the number of Representatives elected,
the Board may, by resolution fill the vacancy at the next regular meeting of
the Board with the new Representative or Representatives who is or are elected.
8. MEETINGS OF DIRECTORS
8.01 QUORUM. Two thirds (2/3) of the directors present shall constitute
a quorum at any meeting of 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 two (2) days’ notice,
other than by mail, by the Executive Committee or by the Secretary on the
direction or authorization of the Executive Committee. Notice by mail shall
be sent at least fourteen (14) days prior to the meeting. The notice may be
in writing and delivered or mailed or may be given by telephone, facsimile
transmission, telegraph or telex and need not specify the purpose
of business to be transacted at the meeting.
A meeting of the Board 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. If all directors
consent, a director may participate in a meeting of directors by means
of such telephone or other communication facilities as permit all
persons participating in the meeting to hear each other, and a director participating
in the meeting by that means is deemed, for the purposes of the Act, to be present
at the 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
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.
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
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 annual membership dues shall be paid to and held in the
10.2 TRANSITIONAL PROVISIONS. Any monies held in an account maintained by a
Division shall be transferred to the national fund and disbursed in accordance
with section 10.01. Any Division matter that has been approved by a Division
Board prior to the enactment of section 10.01 shall be financed to its reasonable
conclusion out of the national fund.
11 DIVISION BOARDS
11.01 CONSTITUTION. The Representatives of a Division who are members of the
Legal Fund shall establish and organize a Division Board for that Division comprised
of themselves and up to a maximum of six (6) Subrepresentatives who are members
of the Legal Fund. Notice shall be provided to the Secretary of the Legal Fund
within 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 administer the fees and requests by members
of that Division where no Division Board is established.
11.02 REGULATION. Subject to approval of the Executive Committee, each Division
Board will pass its own by-law or regulations to govern the procedures and affairs
of the Division Board.
11.03 DUTIES. Each Division Board will be responsible for receiving and approving
requests for funds from members in its Division. If approved by the Division
Board, the Division Board shall forward the request to the Secretary of the
Legal Fund for consideration of the Applications Review Committee.
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)
12.03 MEETINGS. The Executive Committee shall meet at least two 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
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
(a)one (1) member applinted by the Executive Committee from among its members;
(b)two (2) 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 are Representatives
or Subrepresentatives of the Division from which the application originates.
13.02 DUTIES. The Applications Review Committee shall receive and assess all
applications 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
(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 Applications Review Committee. The decision
of the Executive Committee shall be final and binding and not subject to review.
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 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
with or without cause.
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;
(c)submission of required minutes, reports or recommendations in
person or in writing to the Executive Committee, or if required, to the general
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
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.
(d) 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
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 7.01.
16.02 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 20% of the members entitled to vote at such meeting.
16.03 NOTICE. Prior written notice of at least Fourteen (14) days shall be
given by regular news letter sent to each Representative who is a member of
the Legal Fund by ordinary prepaid post addressed to the office address of the
Representative as contained in the records of the Legal Fund, of any annual
or special meeting of members. The Representative shall then distribute the
notice to all voting members or shall post the notice in the office in a place
where all voting members have access. The notice may be contained in the regular
Divisions Staff Relations Representatives Publications.
16.04 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 voting
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.
16.05 PROXY. A voting member may appoint as proxy any other voting 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 , 19 , and at any adjournment thereof.
DATED the day of , 19 .
(Signature of Member)"
16.06 QUORUM. The quorum for any meeting of members shall be 50% of the voting
members personally present or by proxy. Each voting 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.
16.07 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
by-laws otherwise provide) on a poll of the votes entitled to be cast at such
Each voting 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.
16.08 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 voting 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 voting 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 13.06, 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. The by-laws of the Legal Fund not embodied in the
letters patent 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 voting members at a meeting duly called
for the purpose of considering the said by-law, provided that the repeal or
amendment of such by-laws shall not be enforced or acted upon until the approval
of the Minister of Consumer and Corporate Affairs has been obtained.
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 by-law 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 12 day of _September, 2005
A. G. Clarke Roy Hill