BYLAW # 1

A bylaw relating generally to the conduct of the affairs of ONTARIO WOMEN IN LAW ENFORCEMENT INC.  (the “Corporation”).

ARTICLE  I

Interpretation

1.01  Definitions

         In this bylaw and all other bylaws and special resolutions of the Corporation unless the context otherwise requires:

         (a)  “Act” means The Corporation Act of Ontario and any Act that may be substituted thereafter, as
         from time to time amended;

         (b)  “Active Member” means a person that satisfies the qualifications of an active  member as set in
         paragraph 8.02 (a) hereof and who has been admitted to membership in accordance with the
         provisions of section 8.03 hereof;

         (c)  “Articles” means the articles of the Corporation upon which is endorsed the certificate of
         incorporation dated 16 October 1997 , as from time to time amended, supplemented or restated;

         (d)  “Associate Member” means a person that satisfies the qualifications of an associate member as
         set forth in paragraph 8.02 (b) hereof and who has been admitted to membership in accordance
         with the provisions of section 8.03 hereof;

         (e)  “Board” means the board of directors of the Corporation;

         (f)  “Bylaws” means this bylaw and all other bylaws of the Corporation from time to time in force
         and effect;

         (g)  “Founding Executive” means Amy Ramsay, Myra James, Lee-Ann Ansell, Tracy Smith,
         Michele Paradis, Brenda Glass, Joanne Tawton, Lisa Hodgins, Pauline Gray, Monica Harris, and
         Val Jarvis.  (Name "Jarvis" Revised 1999)  

         (h)  “Lifetime Membership” is restricted to the original Founding Executive Members and all those
         Executive Members who are subsequently elected or appointed to the Board, and who serve their
         full term of office.  It can include those exceptional members who are considered by the Board to
         have provided an outstanding contribution to the organization.  (Added January 2001)

         (i)  “Members” includes Active Members, Associate Members, and Student Members;

         (j)  “Member in Good Standing” means a Member who has paid in full all membership dues owing
         by her/him at that particular time.

         (k)  “Ordinary Resolution” means a resolution passed by a majority of votes cast by members who
         voted in respect of that resolution.

         (l)  “Special Resolution” means a resolution passed by not less than 2/3 of the votes cast by the
         Members who voted in respect of that resolution;

Words and expressions defined in the Act have the same meanings when used herein.

ARTICLE  II

Objects of the Corporation

1.02  Objects

         The object of the Corporation is to encourage, promote, and advance women in law enforcement and shall include, but shall not be limited to:

         (a)  securing proper training for women in the law enforcement profession;

         (b)  encouraging the increased role of women in law enforcement;

         (c)  assisting in the creation of support groups for women in law enforcement;

         (d)  securing recognition of women within the law enforcement profession, and their work;

         (e)  fostering closer official and personal relationships among women in law enforcement.

2.02  Nature

         The Corporation shall be not-for-profit.

ARTICLE  III

Business of the Corporation

3.01  Registered Office

         Until changed in accordance with the Act, the registered office of the Corporation shall be at Toronto in the Province of Ontario , and at such location therein as determined by the Board.

3.02  Execution of Instruments

         Any contract, document or other instrument in writing requiring execution by the Corporation shall be executed by any two directors or officers, and all contracts, documents, or other instruments in writing so executed shall be binding upon the Corporation without any further authorization or formality.  The Board is authorized from time to time, by resolution, to appoint any officer, or officers, or any other person, or persons, on behalf of the Corporation to execute, either manually or by facsimile signature, and deliver either contracts, documents, or other instruments in writing, generally or specific contracts, documents, or other instruments in writing.  The term “contracts, documents, and other instruments in writing” as used in this Bylaw shall include, specifically but without limitation, deeds, mortgages, charges, security agreements, conveyances, releases, receipts and discharges for the payment of money or other obligations, transfers and assignments of property of all kinds, including, specifically but without limitation, transfers and assignments of shares, warrants, bonds, debentures or other securities and all paper writings.

3.03  Banking Arrangements

         The banking business of the Corporation shall be transacted with such chartered banks, trust companies, credit unions or other bodies corporate or organizations as may from time to time be designated by or under the authority of the Board.  Such banking business, or any part thereof, shall be transacted under such agreements, instructions, and delegations of powers as the Board may from time to time prescribe or authorize.

3.04  Withholding Information from Members

         Subject to the provisions of the Act, no member shall be entitled to discovery of any information respecting any details or conduct of the Corporation’s business which, in the opinion of the Board, it would be inexpedient in the interests of the members or the Corporation to communicate to the public.  The Board may from time to time determine whether and to what extent and at what time and place and under what conditions or regulations the accounts, records and documents of the Corporation or any of them shall be open to the inspection of the Members, and no Member shall have any right of inspecting any account, record or document of the Corporation except as conferred by the Act or authorized by the Board or by resolution passed at a general meeting of Members.

3.05  Borrowing

         The Board may, without the authorization of the Members: 

         (a)  borrow money upon credit of the Corporation;

         (b)  issue, reissue, sell or pledge debt obligations of the Corporation, including bonds, debentures,
         notes or other evidences of indebtedness or guarantees, whether secured or unsecured;

         (c)  subject to section 59 of the Act, give a guarantee on behalf of the Corporation to secure
         performance of an obligation of any person; and

        (d)  mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the
         Corporation, owned or subsequently acquired, to secure any obligation of the Corporation.

ARTICLE  IV

Directors

4.01  Number of Directors

         In accordance with the Articles, there shall be a minimum of 3 and a maximum of 15 directors.  The exact number of directors to form the Board shall be determined from time to time by the Board Members. (Revised January 2001).

4.02  Qualifications

         In order for an individual to be a director, the individual must:

         (a) be an Active Member in Good Standing;

         (b) be 18 years of age or older; and

         (c) not have the status of a bankrupt.

4.03  Election and Term

        Subject as hereinafter provided, each director shall serve a term of 3 years with at least one director being elected at each annual meeting of members following the original 4 year term of the founding directors.  A director shall retire upon the expiration of the term but, if qualified, shall be eligible for re-election.  (Revised January 2001)        

Such election shall be carried out by ballot as follows:

        (a)  the ballot shall list all candidates who have submitted nomination forms to the Secretary of the
         Corporation in accordance with the provisions of section 4.04 hereof;

      (b)  each member who is entitled to vote at the annual meeting, shall have that number of votes which is
         equivalent to the number of directors to be elected (the “Designated Number”);

      (c)  the Designated Number of nominees on the ballot who receive the highest number of votes cast
         shall be elected as directors of the Corporation for a 3 year term.

If an election of directors is not held at the proper time, the incumbent directors shall continue in office until the successors are elected.

In order to implement the provisions of this section, 3 directors shall be selected by the Regional Coordinator of the International Association of Women Police, who will assume the role of president for the first term of 4 years.  The members selected by the president will also serve an original 4 year term.  The purpose of these original selections shall be to organize the Corporation and construct a viable organization for the future.

4.03(a)  Notwithstanding Clause

If the Corporation is in the position of hosting a major event (i.e., International Police Conference), election of new executive members may be delayed until such time as the President deems suitable so as not to interfere with preparations for the event.  (Added 1999)

4.04  Nomination Procedure

         Any individual who desires to be a candidate for a vacancy on the Board must:     

         (a)  meet all of the qualifications set forth in section 4.02 hereof; and

         (b)  submit a nomination form to the Secretary of the Corporation which declares the intention to run
         at the time specified by the Board.

4.05  Removal of Director

         Subject to the provisions of the Act, the Members who are entitled to vote at Members meetings may by Ordinary Resolution at a special meeting remove any director or directors from office and may elect any qualified person or persons as a replacement for the remainder of the or their term.

4.06  Resignation of Director

        A director may resign office by giving written notice of such resignation to the Corporation which resignation shall be effective upon receipt by the Corporation or upon the date specified in the resignation, whichever is later.

4.07  Vacation of Office

         The office of a director shall be vacated if:

         (a)  the member dies;

         (b)  the member is removed from office in accordance with the provisions of  section 4.05 hereof;

         (c)  by written notice to the Corporation upon resignation;

         (d)  the member becomes a bankrupt; or

         (e)  the member ceases to be an Active Member in Good Standing.

4.08  Vacancies

         Subject to the Act, a quorum of the Board may fill a vacancy in the Board, except a vacancy resulting from an increase in the minimum number of directors or from a failure of the Members who are entitled to vote in respect thereof, to elect the minimum number of directors.  In the absence of a quorum of the Board, or if the vacancy has arisen from a failure of the Members to elect the minimum number of directors, the Board shall forthwith call a special meeting of members to fill the vacancy.  If the Board fails to call such meeting or if there are no such directors then in office, any Active Member in Good Standing may call the meeting.

4.09  Meetings of Directors

         Notwithstanding the provisions of section 10.01 hereof, meetings of the Board may be called upon 24 hours notice in writing or by telephone by any officer or director of the Corporation.  Any meeting of directors may be held at any place and time without such notice if all the directors are present or if a quorum is present and those directors who are absent have signified their consent to the holding of the meeting by an instrument in writing, or by telephone, or subsequently thereto signify their consent in writing.  Any resolution passed or proceeding had or action taken at such meeting shall be as valid and effectual as if it had been passed or taken at a meeting duly called.  Notice of any meeting or any irregularity in any meeting or in the notice thereof may be waived by any director.

4.10  Quorum

         A quorum for the transaction of business at any meeting of the Board shall consist of not fewer than one-third of the directors then in office.

4.11  Meetings by Telephone

         If all the directors consent, a director may participate in a meeting of the Board or of a committee of the Board by means of such telephone or other communications facilities as permit all persons participating in the meeting to hear each other and a director participating in such a meeting by such means is deemed to be present at the meeting.  Any such consent shall be effective whether given before or after the meeting to which it relates and may be given with respect to all meetings of the Board and of committees of the Board held while a director holds office.

4.12  Meeting of Board Without Notice

         Except for an annual or general meeting of Members or for a meeting of the Board at which a director is appointed to fill a vacancy on the Board, no notice of meetings shall be necessary in order for the meeting to be duly constituted, provided that a quorum of directors is present.

4.13  Votes to Govern

         At all meetings of the Board every question shall be decided by a majority of votes cast on the question, and each member of the Board shall have one vote.  In the case of an equality of votes, the chairperson of the meeting shall not be entitled to a second or casting vote.  A declaration by the chairperson of the meeting that a resolution has been carried and any entry to that effect in the minutes of the meeting shall be prima facia evidence of the fact without proof of the number or proportion of votes recorded in favor or against such resolution.

4.14  Chairperson

         The chairperson of any meeting of the Board shall be the President, and in the President’s absence, the Vice-President.  If both the President and the Vice-President are absent, the directors present shall choose one of their number to act as chairperson of the meeting.

4.15  Remuneration and Expenses

         The directors shall receive no remuneration as such, but shall be entitled to be reimbursed for expenses properly incurred by them while participating on the Board and any committee thereof, as approved by the directors.

4.16  Resolution in Lieu of Meeting

         A resolution in writing, signed by all of the directors entitled to vote thereon at a meeting of directors or committee of directors, is as valid as if it had been passed at a meeting of directors or committee of directors and is effective from the date specified in the resolution, but that date shall not be prior to the date on which the first director signed the resolution.

4.17  Delegation

         The Board may appoint from their number a Managing Director who is a resident of Canada or a committee of directors and, subject to subsection 283 of the Act, delegate to such Managing Director or committee any of the powers of the directors.  If the Board appoints a committee of directors, subject to subsection 283, the majority of the members of the committee must be residents of Canada .

ARTICLE  V

Officers

5.01  Election or Appointment

         From time to time, the Board shall elect or appoint a President, and may appoint any other such officers, including a Vice-President, Secretary, Treasurer, and such other officers as the Board may determine.  An officer may, but need not be, a director and two or more offices may be held by the same person.

5.02  President

         The President shall be the chief executive and operating officer of the Corporation and, subject to the authority of the Board shall have general supervision of the business of the Corporation, and shall without limiting the generality of the foregoing:

         (1)  Preside at all meetings of the Board or committees of the Board.

         (2)  Appoint standing committees and special committees.

         (3)  Act as member ex-officio of all committees.

         (4)  Coordinate committees.

         (5)  Submit articles to the editor of the Corporation’s official publication.

5.03  Vice-President

         The Vice-President, if any, shall have all of the powers and authority, and shall perform all of the duties of the President in the absence of, disability or refusal to act of the President.  In addition, the Vice-President shall assist the President, as necessary, in the performance of duties.

5.04  Secretary

         The Secretary, if any, shall perform, among other things, the following functions:

         (1)  Maintain such books, documents and papers as the Board shall determine.

         (2)  Attend and keep detailed minutes of all meetings of the Board and Members.

         (3)  Transcribe minutes and send copies to all members of the Board and to the editor of the
          Corporation’s official publication within thirty days after the meeting.

         (5)  Receive correspondence and other materials for the Corporation and maintain them in orderly
          files.  Respond to correspondence as requested by the President and/or Board.

         (6)  Assure that the records and files are available at meetings as may be needed or requested for
          reference.  Advise the President and Board as requested during meetings.

         (7)  Present minutes for approval at Members and Board meetings either in writing or as read, unless
         otherwise waived by a majority of the Members or of the Board, as the case may be.

504a   Membership Chair  (Added January 2001)

          The Membership Chair, if any, shall perform, among other things, the following functions:

           (a) Provide the Board with a complete and current listing of addresses and phone numbers of all
           Board and committee members and updates as necessary.

5.05  Treasurer

         The Treasurer, if any, shall perform, among other things, the following functions:

         (1)  Maintain custody of all funds, property and securities of the Corporation.

         (2)  Submit records to the Corporation’s accountant annually, prior to the preparation of tax returns
          and immediately after leaving office.

         (3)  Endorse for collections, cheques, notes and other obligations and deposit in the bank of the
         Corporation.

         (4)  Sign receipts, vouchers, cheques, bills of exchange and promissory notes issued by the
         Corporation.

         (5)  Make payments as necessary on behalf of the Corporation.

         (6)  Enter regularly on the books, the full and accurate account of all money received and obligations
         paid.

         (7)  Render annual financial statements to the Board.

         (8)  Make available at all times to the Board or Members, the Corporation’s books.

         (9)  As an ex-officio member of the membership committee, insure that the following duties are
         carried out:

                (a) forward appropriate information on all Members to the membershipcommittee for the
                  inclusion in the Corporation’s records;

                (b) maintain records of current dues paid and status of all members;

                (c) present membership cards to those joining the Corporation and to those renewing dues; and

                (d) send notices to those who owe dues.

5.06  Sergeant-at-Arms

         The Sergeant-at-Arms, if any, shall perform, among other things, the following functions:         

         (1)  Maintain order at all Business, Member, and Board meetings.

         (2)  Verify status of members present and their eligibility to vote at meetings.

         (3)  Assist the President and the Board of Directors as requested.

5.07  Editor/Historian

         The Editor/Historian, if any, shall perform, among other things, the following functions:        

          (1)  Prepares and manages the publishing and dissemination of the official publication of the
         Corporation.

                 (a) Edits items submitted for publication.

                 (b) Facilitates marketing and advertising.

          (2)  Maintain the archives of the Corporation.  

          (3)  Compile pertinent material of interest and/or concern to the Corporation.    

          (4)  Present materials of interest, as requested, to members at meetings and conferences.

          (5)  Prepare displays of historical value or of interest to the membership.      

          (6)  Assists the President and the Board of Directors as required.

5.08  Media Relations Director

         The Media Relations Director, if any, shall perform, among other things, the following functions:

          (1)  Promote the Corporation and its advancement by regularly supplying written articles for
           publication in law enforcement journals, magazines, etc.

          (2)  Represent the Corporation and its objects to any media requesting such information.

          (3)  Assist the President and the Board as required.

5.09  Professional Development Director

         The Professional Development Director, if any, shall perform, among other things, the following functions:

         (1)  The advancement and development of both the personal and professional capacities of the
          Corporation’s members through a regular program of selected speakers, instructors, activities, and
           events.

         (2)  Assist the President and the Board as required.

5.10  Special Events Director

         The Special Events Director, if any, shall perform, among other things, the following functions:

          (1)  Act as host(ess) at events and functions sponsored by the Corporation, by planning,
           coordinating, and directing the agenda of each of the aforementioned.

          (2)  Assist the President and the Board as required.

5.11  Publicity and Promotions Director

         The Publicity and Promotion Director, if any, shall perform, among other things, the following functions:

          (1)  Promote the Corporation and its objects in any manner deemed appropriate to specific
            functions of the organization.

          (2)  Acquisition of sponsors for selected functions sponsored by the Corporation.

          (3)  Assist the President and the Board as required.

5.12  Professional Association Liaison

         The Professional Association Liaison, if any, shall perform, among other things, the following functions:

          (1)  Establish contacts and introduce the object of the Corporation to all professional law
            enforcement associations, unions, and affiliates within the Province of Ontario .

          (2)  Assist the President and the Board of Directors as required.

5.13  Variation of Duties

         From time to time, the Board may vary, add to, or limit the powers and duties of any officer.

5.14  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 may deem sufficient, the Board may delegate all or any of the powers of such officer to any other officer or to any director for the period of time of such absence or inability to act.

5.15  Term of Office

         The Board may remove at its pleasure any officer of the Corporation.  Otherwise, each officer elected or appointed by the Board shall hold office for three years or until a successor is appointed.

5.16  Term of Office

         The Board shall have the power from time to time to appoint agents or attorneys for the Corporation with such powers of management or otherwise (including the power to subdelegate) as may be thought fit.         

ARTICLE  VI

Committees

6.01  Standing Committees

         The Corporation shall have the following standing committees:   

          (a)  Conference Committee, chaired by the Special Events Director;

          (b)  Bylaw Committee, chaired by the President;

          (c)  Membership Committee, chaired by the Secretary;

          (d)  Official Publication Committee, chaired by the Editor/Historian;

          (e)  Fundraising and Sponsorship Committee, chaired by the Director of Publicity
            & Promotion.

The composition and functions of each standing committee shall be determined by the Board. Except as specifically provided by this constitution, the committees shall be appointed by the President for the duration of the term and perform such duties as written in Policy and Procedures.  The President shall be a member ex-officio of all committees except the Nominating and Election Committee.  Treasurer shall be a member ex-officio of the Membership Committee.

6.02  Other Committees

         The Board may, from time to time, constitute such other committees as it deems necessary or advisable to assist the Board in carrying on the affairs of the Corporation.

6.03  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 deem necessary 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.

 ARTICLE  VII

Protection of Directors, Officers and Others

7.01  Indemnification of Directors and Officers

         The Corporation hereby consents that each and every officer and director of the Corporation shall be deemed to have assumed office on the expressed understanding and agreement and condition that every officer and director of the Corporation, her/his heirs, executors, administrators, estate and effects shall from time to time, and at all times, be indemnified and saved harmless out of the funds of the Corporation from and against all costs, charges and expenses whatsoever which such director or officer sustains or incurs in or about any action, suit or proceeding which is brought, commenced or prosecuted against the director or officer for or in respect of any act, deed, matter or transaction whatsoever made, done or permitted by the director or officer in or about the execution of the duties of the director or officer’s office, and also from and against all other costs, charges and expenses which the director or officer sustains or incurs in or about or in relation to the affairs of the Corporation in respect of which the director or officer has acted honestly and in good faith with a view of the best interests of the Corporation.

7.02  Indemnification of Others

         The Corporation shall indemnify and save harmless any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that the person is or was an employee or agent of the Corporation, or is or was serving, at the request of the Corporation, as a director, officer, employee, agent of or participant in another corporation, partnership, joint venture, trust or other enterprise, against expenses (including legal fees), judgments, fines, and any amount actually and reasonably incurred by the person in connection with such action, suit or proceeding if the person acted honestly and in good faith with a view to the best interests of the Corporation, and with respect to any criminal or administrative action or proceeding that is enforced by a monetary penalty, had reasonable grounds for believing that the conduct was lawful.  The termination of any action, suit or proceeding by judgment, order settlement, or conviction, shall not, of itself, create a presumption that the person did not act honestly and in good faith with a view to the best interests of the Corporation, or, with respect to any criminal or administrative action or proceeding that is enforced by a monetary penalty, had no reasonable grounds for believing that the conduct was lawful.

7.03  Right of Indemnity Not Exclusive

         The provisions for indemnification contained in the Bylaws of the Corporation shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any Bylaw, agreement, vote of Members or disinterested directors or otherwise, both as to action in an official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall ensure to the benefit of the heirs, executors and administrators of such a person.

7.04  No Liability of Directors, Officers or Employees for Certain Acts

         No director, officer or employee of the Corporation, for the time being, shall be liable for the acts, receipts, neglects or defaults of any other director, officer or employee or for joining in any receipt or act for conformity or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired by order of the Board for or on behalf of the Corporation, or for the insufficiency or deficiency of any security in or upon which any of the moneys of or belonging to the Corporation shall be placed or invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person or for any other loss, damage or misfortune whatever which may happen in the execution of the duties of the respective office or in relation thereto unless the same shall happen by or through the person’s own willful act or default.

7.05  Insurance

         Subject to the limitations contained in the Act, the Corporation may purchase and maintain such insurance for the benefit of its directors and officers as the Board may from time to time determine.

ARTICLE  VIII

Members

8.01  Membership.

         There shall be three classes of members of the Corporation, namely:

          (a)  Active Members;

          (b)  Associate Members; and

          (c)  Student Members.

8.02  Qualification for Membership

         (a)  Active Members.
            To be eligible to become an Active Member, a person must be either:

               (i)  a currently employed law enforcement officer having the power to arrest; or employed in a
                 full-time capacity as a law enforcement educator, (Revised 1999); or

               (ii)  a civilian member of a law enforcement agency occupying a permanent position; or 

             (iii)  a retired law enforcement officer who had the power to arrest while employed; or

             (iv)  a retired civilian member of a law enforcement agency who, while employed, occupied a
                 permanent position.

         (b)  Associate Members.

                To be eligible to become an Associate Member, a person must have such training, experience or
                other professional attainments in the law enforcement or related fields as may be determined by
                the Board from time to time.  Those persons employed as part-time law enforcement educators
                are eligible for Associate membership.  (Revised 1999)

          (c)  Student Members.

               To be eligible to become a Student Member, a person must be actively involved in the study of
                law enforcement, but not possess the power to arrest or be permanently employed by a law
                enforcement agency.

8.03  Admission to Membership

         Eligible persons who desire to become Active or Associate or Student Members, as the case may be, must submit an application to the Board in the form prescribed by the Board from time to time.  The Board shall, in its sole discretion, either accept or reject any application for membership.  If  the application is accepted by the Board, such applicant shall be admitted as an Active or Associate or Student Member, as the case may be, upon payment by her/him of the membership dues or portion thereof established by the Board from time to time.  Upon becoming a Member, a person shall receive:

                (a)  a membership card; and

                (b)  a copy of this Bylaw, as may be amended from time to time.

8.04  Incorporators as Active Members

         The First Directors, by virtue of the Act, are members of the Corporation and are hereby designated Active Members.

Furthermore, the First Directors will submit their Active Membership dues for the first year only.  As compensation and recognition for their efforts in the formation of the Corporation, the First Directors will then be granted a lifetime membership in the Corporation. 

Furthermore, subsequent serving executive members, either elected or appointed, will also be granted lifetime memberships to the Corporation as compensation and recognition for their service to the Corporation.  (Added 1999)     

8.05  Additional Classes of Membership

         The Board may from time to time create additional classes of membership, including membership ex-officio.

8.06  Rights of Active Members

         Each Active Member shall, provided the member is a Member in Good Standing, be entitled to:    

         (a)  receive notice of and to attend meetings of Members;

         (b)  vote at meetings of Members (every Active Member in Good Standing having one vote except
           for the purposes of electing directors which shall be governed by the provisions of section 4.03
           hereof);

         (c)  receive a copy of the official publication of the Corporation; and

         (d)  hold office.

8.07  Rights of Associate Members

         Each Associate Member shall, provided the person is a Member in Good Standing, be entitled to:

         (a)  receive notice of and attend meetings of Members; and

         (b)  receive a copy of the official publication of the Corporation.

An Associate Member shall not however, be entitled to vote at meetings of Members nor hold office.

8.08  Rights of Student Members

         Each Student Member shall, provided the person is a Member in Good Standing, be entitled to:

         (a)  receive notice of and attend meetings of Members; and 

         (b)  receive a copy of the official publication of the Corporation.

A Student Member shall not however, be entitled to vote at meetings of Members nor hold office.

8.09  Dues

         Each Member shall be obligated to pay to the Corporation annual dues in an amount which shall be established by the Board from time to time.  Upon payment of the annual dues in full, the Member shall be issued a new membership card which shall be valid for the upcoming year.  The Board may establish different dues for Active, Associate, and Student Members.

8.10  Ceasing to Be a Member

         A Member who fails to pay the Corporation any amount owing to the Corporation within thirty days of being notified in writing by the President or Secretary of the amount owing, shall automatically cease to be a Member of the Corporation, but any Member may, on payment of all unpaid amounts, be reinstated by resolution of the Board.

8.11  Resignation of Members

         Members may resign by resignation in writing which shall be effective upon receipt thereof by the Board.  Upon resignation, the Member shall cease to be a Member of the Corporation and accordingly, shall cease to have any rights in respect thereof.  Any membership fees paid shall not be refunded.

ARTICLE  IX

Meetings of Members

9.01  Annual Meeting

         Subject to the provisions of the Act, the annual meeting of the Members shall be at such place within Ontario and on such date in each year as the Board may determine. Any meeting of Members may be held outside Ontario , if all Members  entitled to vote at that meeting so agree.

9.02  Special Meetings

         Subject to the provisions of the Act, special meetings of  the Members may be convened at any time and at any place by order of the President or by the Board on their own motion or on the requisition of Members as provided for in the Act.

9.03  Notice

         Notice of the time and place of each meeting of Members shall be given in the manner provided in section 10.01 hereof not less than 30 nor more than 50 days before the date of the meeting to each director, to the auditor, if any, and to each Member who at the close of business on the record date, if any, is a Member in Good Standing.

9.04  Meetings Without Notice

         Notwithstanding the provisions of the Act relating to Notice, a meeting of Members may be held without notice at any time and at any place permitted by the Act or the Articles provided a waiver of notice is obtained in accordance with section 294 of the Act.

9.05  Quorum

         The quorum for the transaction of business at meetings of the Members shall consist of not less than 5 active Members who are Members in Good Standing present in person, except as otherwise provided by the Act or the Bylaws.

9.06  Chairperson

        The chairperson of any meeting of Members shall be the President, if present, or the Vice-President in the President’s absence.  If neither the President or the Vice-President is present, the Members present shall choose a person present to be the chairperson.

9.07  Votes to Govern

         At any meeting of Members, every question shall, unless otherwise required by the Articles or Bylaws, be determined by the majority of the votes cast on the question.  In the case of an equality of votes either upon a show of hands or upon a ballot, the chairperson of the meeting shall be entitled to a second or casting vote.

9.08  Show of Hands

         Subject to the provisions of the Act, any question at a meeting of Members shall be decided by a show of hands unless a ballot is demanded as hereinafter provided.  Upon a show of hands, every Member who is present and entitled to vote shall have one vote.  Whenever a vote by a show of hands shall have been taken upon a question, unless a ballot thereon is so demanded, a declaration by the chairperson of the meeting that the vote upon the question has been carried or not carried and an entry to that effect in the minutes shall be sufficient evidence of the fact without proof of the number or the proportion of the votes recorded in favor of or against the resolution or the proceeding in respect of the question, and the result of the vote so taken shall be the decision of the Members upon the question.

9.09 Ballots

        On any question proposed for consideration at a meeting of Members, and whether or not a show of hands has been taken thereon, any Member entitled to vote at the meeting may require a ballot.  A ballot so required shall be taken in such manner as the chairperson shall direct.  A requirement for a ballot may be withdrawn at any time prior to the taking of the ballot.  If a ballot is taken, each Member entitled to vote at the meeting shall be entitled to one vote and the result of the ballot so taken shall be the decision of the Members upon the question.

9.10  Voting By Proxy

         Under no circumstances shall voting by proxy be permitted at any meetings of the Members.

9.11  Resolution in Writing

         A resolution in writing signed by all of the Members entitled to vote thereon at a meeting of Members is as valid as if it had been passed at a meeting of the Members.

ARTICLE  X

Notices

10.01  Method of Giving Notices

           Any notice to be given (which term includes sent, delivered, or served) pursuant to the Act, the Articles, the Bylaws or otherwise to a Member, director, officer, auditor, member of a committee, shall, unless otherwise specified in the Act, the Articles, or the Bylaws, be sufficiently given if delivered personally to the person to whom is to be given, or if delivered to the last address known to the Corporation, or if mailed to the last address known to the Corporation by prepaid ordinary mail, or if sent to the last address known to the Corporation by transmittal by telecopier or facsimile.  A notice so delivered shall be deemed to have been given when it is delivered personally or to the last known address as aforesaid; a notice so mailed shall be deemed to have been given when deposited in a post office or public letter box, except in the case of an interruption in mail service in which case notice shall be deemed to be received when personally delivered; and a notice so sent by any means of transmittal by telecopier or facsimile shall be deemed to have been given on the date of transmittal.

10.02  Computation of Time

           In computing the date when notice must be given under provision requiring a specified number of days’ notice of any meeting or other event, the date of giving the notice shall be excluded and the date of the meeting or other event shall be included.

10.03  Execution of Notice

           The signature of any notice to be given by the Corporation may be lithographed, written, printed, or otherwise mechanically reproduced.

10.04  Omissions and Errors

           The accidental omission to give any notice to any Member, director, officer, auditor, member of a committee, or the non-receipt of any notice by a member, director, officer, auditor, member of a committee, or any error contained in any such notice, not affecting the substance of the notice, shall not invalidate any action taken at any meeting held pursuant to such notice or otherwise founded thereon.

10.05  Waiver of Notice

           Any Member, director, officer, auditor, member of a committee, may either before or after any meeting, waive any notice, or waive or abridge the time of any notice, required to be given under any provision of the Act, the regulations, the Articles, the Bylaws or otherwise, and such waiver or abridgment shall cure any default in the giving or in the time of such notice, as the case may be.  Any such waiver or abridgment shall be in writing.

10.06  Proof of Service

           A certificate of the Secretary or other duly authorized officers of the Corporation in office at the time of the making of the certificate as to facts in relation to the mailing or delivery of any notice to any Member, director, auditor, or officer or publication of any notice shall be conclusive evidence thereof and shall be binding on every member, director, auditor, or officer of the Corporation as the case may be.

Article  XI

Miscellaneous

11.01  Use of Proceeds

           The income and property of the Corporation wheresoever derived, shall be applied solely towards the promotion of the objects of the Corporation, as set forth in its Articles, and no portion thereof shall be paid or transferred or be available directly or indirectly by way of dividend, bonus or otherwise howsoever for the benefit of any Member or Members of the Corporation.  Provided that nothing herein shall prevent the payment in good faith of reasonable remuneration to any servant of the Corporation, in return for any services actually rendered to the Corporation, but no director of the Corporation shall be appointed to any salaried office of the Corporation or any office of the Corporation paid by fees and that no remuneration or other benefit of money or moneys shall be given by the Corporation to any of its Members.

11.02  Amendment of Bylaws

           The directors, by resolution, may make, amend, or repeal any Bylaws, provided that the enactment, repeal, or amendments of such Bylaws shall not be enforced or acted upon until sanctioned by an affirmative vote of not less then 2/3 of the votes cast by the Members who were entitled to vote thereon at a meeting duly called for the purpose of considering the said Bylaws.

11.03  Invalidity of Any Provision of This Bylaw.

          The invalidity or unenforceability of any provision of this Bylaw shall not affect the validity or enforceability of the remaining provisions of this Bylaw.

11.04  Rules of Order

           All questions not herein provided for, shall be decided upon the principles laid down in Robert’s Rules of Order and when the ruling of the President is so based on the Rule of Order it cannot be appealed against to unseat a member.

Article  XII

Winding-Up

12.01  Dissolution

           The Corporation shall be dissolved voluntarily whenever a Special Resolution requiring the Corporation to be so dissolved is passed by each class of Members whether or not they are otherwise entitled to vote.

12.02  Distribution on Dissolution

           Upon the dissolution of the Corporation, the remaining property of the Corporation (after payment of all debts and liabilities) shall be distributed to a non-profit and/or charitable organization or organization whose objects are similar to those of the Corporation, or failing the existence of any such organization or organizations, to such non-profit and/or charitable organization or organizations as may be designated by the directors of the Corporation.