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Bylaws

BY-LAW NO. 1

A by-law relating generally to the conduct of the affairs

and borrowing powers of

 

Canadian Public Safety Operations Organization

(the "Corporation")

 

TABLE OF CONTENTS

            Section 1 - General

            Section 2 - Membership – Matters Requiring Special Resolution

            Section 3 - Membership Dues, Termination and Discipline

            Section 4 - Meetings of Members

            Section 5 - Directors

            Section 6 - Meetings of Directors

            Section 7 - Officers

            Section 8 - Effective Date

 

BE IT ENACTED as a by-law of the Corporation as follows:

 

SECTION 1 - GENERAL

 

1.01 Definitions

In this by-law and all other by-laws of the Corporation, unless the context otherwise requires:

 

a.             "Act" means the Canada Not-for-profit Corporations Act S.C. 2009, c.23 including the Regulations made pursuant to the Act, and any statute or regulations that may be substituted, as amended from time to time;

b.             "Articles" means the original or restated articles of incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement or revival of the Corporation;

c.              "by-law" means this by-law and any other by-laws of the Corporation as amended and which are, from time to time, in force and effect;

d.             “Director” means those persons appointed by the Class A voting membership (governing class);

e.             "ordinary resolution" means a resolution passed by a majority of the votes cast on that resolution;

f.               "proposal" means a proposal submitted by a member of the Corporation that meets the requirements of the Act;

g.             "Regulations" means the regulations made under the Act, as amended, restated or in effect from time to time; and

h.             "special resolution" means a resolution passed by a majority of not less than two-thirds (2/3) of the votes cast on that resolution.

 

1.02 Mission

The mission of the Corporation is as follows:

       to own, operate, manage, incubate and or support a selection of national multi-agency public safety assets, including systems, applications, specifications, knowledge resources, forums, projects and programs

       to operate to the direct benefit of the emergency management and response community members

       to operate apolitical

1.03 Interpretation

In the interpretation of this by-law, words in the singular include the plural and vice-versa, words in one gender include all genders, and "person" includes an individual, body corporate, partnership, trust and unincorporated organization.

Other than as specified in 1.01 above, words and expressions defined in the Act have the same meanings when used in these by-laws.

1.04 Corporate Seal

The Corporation may have a corporate seal in the form approved from time to time by the Directors. If a corporate seal is approved by the Directors, the secretary of the Corporation shall be the custodian of the corporate seal.

1.05 Execution of Documents

Any documents requiring execution by the Corporation may be signed by any two (2) of its officers or directors. In addition, the Directors may from time to time direct the manner in which and the person or persons by whom a particular document or type of document shall be executed. Any person authorized to sign any document may affix the corporate seal (if any) to the document. Only a Director, President or Secretary may certify a copy of any instrument, resolution, by-law or other document of the Corporation to be a true copy thereof.

1.06 Financial Year End

The financial year end of the Corporation shall be the 31st day of March each year, or otherwise determined by the Directors.

1.07 Banking Arrangements

The banking business or any part of it shall be transacted by an officer or officers of the Corporation and/or other persons as the Directors may by resolution from time to time designate, direct or authorize.

1.08 Annual Financial Statements

Instead of providing financial statements to the members in advance of the Annual General Meeting, the Directors may send notice to members prior to the Annual General Meeting that financial statements are available at the Registered Office and any member may, on request, obtain a copy free of charge.

 

SECTION 2 - MEMBERSHIP

2.01 Membership Conditions

There shall be four classes of memberships in the Corporation, namely, Class A voting membership (governing), Class B non voting membership (general), Class C non-voting membership (suppliers) and Class D non-voting membership (other).

The Directors of the Corporation may by meeting or by written resolution in lieu of a meeting, issue memberships. The following conditions of membership shall apply:

Class A Voting Membership - Governing

a.         Class A voting membership is open to the Council of Canadian Fire Marshalls and Fire Commissioners (CCFMFC”) organization, CCFMC member organizations, and any other public safety organization who has applied and has been accepted for Class A voting membership in the Corporation.

b.         Membership dues will be required on an annual basis in an amount to be set by the Directors of the Corporation.

c.          Each Class A voting member is entitled to receive notice of, attend and vote at all meetings of members and shall be entitled to one (1) vote.

d.         The term of membership shall expire when:

                  (i)        the member no longer exists or is not able, in the opinion of the Directors, to provide a representative at meetings;

                  (ii)       the member resigns by delivering a written resignation to the Directors which shall be effective on the date specified;

                  (iii)      the member is removed pursuant to Section 3.01 or is otherwise terminated in accordance with the Act or the Bylaws;

                  (iv)      the member’s term of membership expires; or

(v)       the Corporation is dissolved.

e.         A Class A voting member may not transfer their membership to another organization or to another class of membership in the Corporation.

f.           Class A organizations may apply for another Class of membership.

g.         If there is a need to remove a Class A voting member, the recommendation shall be put forth to the remaining Class A voting membership whose decision will be approved and implemented by the Directors.

 

Class B Non-Voting Membership - General

a.             Class B non-voting membership shall be available only to corporations and organizations that meet the requirements of Appendix A and who have applied and have been accepted for Class B non-voting membership in the Corporation.

b.             Membership dues will be required on an annual basis in an amount to be set by the Directors of the Corporation.

c.              The term of membership of a Class B non-voting member shall be annual at which time the Class B non-voting member may reapply and the Directors may reissue the membership.

d.             A Class B non-voting member may withdraw from membership prior to the end of their term by providing written notice to the Directors of the Corporation.

e.             Prior to the end of their term a Class B non-voting member may be removed for reasons set out in Section 3.01 of these By-Laws.

f.               A Class B non-voting member may not transfer their membership to another organization or to another class of membership in the Corporation.

g.             Subject to the Act a Class B non-voting member shall not be entitled to receive notice of, attend or vote at meetings of the members of the Corporation.

 

Class C Non-Voting Membership - Suppliers

a.             Class C non-voting membership shall be available only to corporations and organizations that meet the requirements of Appendix B and who have applied and have been accepted for Class C non-voting membership in the Corporation.

b.             Membership dues will be required on an annual basis in an amount to be set by the Directors of the Corporation.

c.              The term of membership of a Class C non-voting member shall be annual at which time the Class C non-voting member may reapply and the Directors may reissue the membership.

d.             A Class C non-voting member may withdraw from membership prior to the end of their term by providing written notice to the Directors of the Corporation.

e.             Prior to the end of their term a Class C non-voting member may be removed for reasons set out in Section 3.01 of these By-Laws.

f.               A Class C non-voting member may not transfer their membership to another organization or to another class of membership in the Corporation.

g.             Subject to the Act a Class C non-voting member shall not be entitled to receive notice of, attend or vote at meetings of the members of the Corporation.

 

Class D Non-Voting Membership - Other

a.             Class D non-voting membership shall be available only to corporations and organizations who have applied and have been accepted for Class D non-voting membership in the Corporation.

b.             Membership dues will be required on an annual basis in an amount to be set by the Directors of the Corporation.

c.              The term of membership of a Class D non-voting member shall be annual at which time the Class D non-voting member may reapply and the Directors may reissue the membership.

d.             A Class D non-voting member may withdraw from membership prior to the end of their term by providing written notice to the Directors of the Corporation.

e.             Prior to the end of their term a Class D non-voting member may be removed for reasons set out in Section 3.01 of these By-Laws.

f.               A Class D non-voting member may not transfer their membership to another organization or to another class of membership in the Corporation.

g.             Subject to the Act a Class D non-voting member shall not be entitled to receive notice of, attend or vote at meetings of the members of the Corporation.

 

All appendices attached to these By-laws are part of By-Law No. 1 and may only be amended by special resolution of the Class A voting members.

 

2.02 Notice of Meeting of Members

Notice of the time and place of a meeting of members shall be given to each member entitled to vote at the meeting by the following means:

a.             by mail, courier or personal delivery to each member entitled to vote at the meeting, during a period of 21 to 60 days before the day on which the meeting is to be held; or

b.             by telephonic, electronic or other communication 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.

 

2.03 Absentee Voting by Ballot

Absentee voting may be allowed by proxy, telephone conferencing or electronic means.

If a Class A voting member is unable to attend a meeting either in person, by proxy or by electronic or telephone communication the following procedure may be followed:

a.             a Ballot clearly setting out details of each matter to be voted on at the meeting shall be provided to the member by email or regular mail immediately upon receiving notification from the Class A voting member that they are unable to attend; and

b.             the accountant of the Corporation or any two Directors of the Corporation shall be requested to count the votes for each matter being voted on at the meeting and to report the results to the Corporation and the Registered Office.

 

2.04  Amendment to Membership Conditions or Requirements

Pursuant to the Act, a special resolution of the members is required to make or amend any conditions, restrictions, privileges or requirements of membership set out in these By-Laws.

SECTION 3 - MEMBERSHIP DISCIPLINE

3.01 Discipline of Members

The Directors shall have authority to suspend or expel any member from the Corporation for any one or more of the following grounds:

a.             violating any provision of the Act, by-laws, or written policies of the Corporation;

b.             carrying out any conduct which may be detrimental to the Corporation as determined by the Directors in their discretion; and

c.              for any other reason that the Directors in their absolute discretion consider to be reasonable, having regard to the purpose of the Corporation.

 

In the event that the Directors determine that a member should be expelled or suspended from membership in the Corporation, the president, or such other officer as may be designated by the Directors, shall provide twenty (20) days notice of suspension or expulsion to the member and shall provide reasons for the proposed suspension or expulsion. The member may make written submissions to the president, or such other officer as may be designated by the Directors, in response to the notice received within such twenty (20) day period. In the event that no written submissions are received by the president, the president, or such other officer as may be designated by the Directors, may proceed to notify the member that the member is suspended or expelled from membership in the Corporation. If written submissions are received in accordance with this section the Directors will consider such submissions and on arriving at a final decision shall notify the member. The Directors' decision shall be final and binding on the member, without any further right of appeal.

SECTION 4 - MEETINGS OF MEMBERS

4.01 Persons Entitled to be Present

The only persons entitled to be present at a meeting of members shall be the Class A voting members, the Directors, the accountant of the Corporation and such other persons who are entitled or required under any provision of the Act or by-laws of the Corporation to be present at the meeting. Any other person, organization or non-voting member may be admitted only on the invitation of the Directors.

4.02 Chair of the Meeting

In the event that the chair of the meeting and the vice-chair of the meeting are absent, the members who are present and entitled to vote at the meeting shall choose one of their number to chair the meeting.

4.03 Quorum

A quorum at any meeting of the members shall be a majority of the Class A voting members. If a quorum is present at the opening of a meeting of members, the members present may proceed with the business of the meeting even if a quorum is not present throughout the meeting.

4.04 Votes to Govern

At any meeting of members every question shall, unless otherwise provided by the articles or by-laws or by the Act, be determined by a majority of the votes cast on the question. In case of an equality of votes either on a show of hands or on a ballot or on the results of electronic voting, the chair of the meeting in addition to an original vote shall have a second or casting vote.

 

SECTION 5 - DIRECTORS

5.01 Election and Term

The members will elect the Directors at each annual meeting that an election of Directors is required and the Directors shall be elected to hold office for a term expiring not later than the close of the third annual meeting of members following his or her election.

5.02 Number of Directors

The number of Directors is governed by the requirements of the Articles of the Corporation which has set the minimum number of Directors as Three (3) and the maximum number of Directors as ten (10).

SECTION 6 - MEETINGS OF DIRECTORS

6.01 Calling of Meetings

Meetings of the Directors may be called by any two (2) directors at any time.

6.02 Notice of Meeting

Notice of the time and place for the holding of a meeting of the Directors shall be given to every Director of the Corporation not less than 7 days before the time when the meeting is to be held by one of the following methods:

a.             delivered personally to the Director;

b.             mailed by prepaid ordinary mail to the Director's most recent address set out in the records of the Corporation and filed with Corporations Canada; or

c.              by telephone, electronic or other communication at the Director's recorded contact information for that purpose.

Notice of a meeting shall not be necessary if all of the directors are present, and none objects to the holding of the meeting, or if those absent have waived notice of or have otherwise signified their consent to the holding of such meeting.

6.03 Regular Meetings

The Directors may, by resolution, appoint a day or days in any month or months for regular meetings of the Directors at a place and hour to be named. A copy of such resolution shall be sent to each Director and no other notice shall be required.

6.04 Quorum

A quorum at any Directors meeting shall be 51% of the Directors entitled to vote at the meeting. If a quorum is present at the opening of a meeting of Directors, the Directors present may proceed with the business of the meeting even if a quorum is not present throughout the meeting.

The Chair shall abstain from voting except in the case of a tie vote at which time the Chair shall cast a vote.

6.06 Committees

The Directors may from time to time appoint any committee or other advisory body, as it deems necessary or appropriate for such purposes and, subject to the Act, with such powers as the Directors shall see fit. Any such committee may formulate its own rules of procedure, subject to such regulations or directions as the Directors may from time to time make. Any committee or any of the persons in the committee may be removed by resolution of the Directors.

SECTION 7 - OFFICERS

7.01 Description of Offices

The Directors may designate offices and specify the duties and powers associated with their positions.  Some offices and duties which might be appointed by the Directors shall be as follows:

a.             Chair  - The chair, if one is to be appointed, shall be a Director and shall, when present, preside at all meetings of the Directors. The chair shall have such other duties and powers as the Directors may specify.

b.             Vice-Chair - The vice-chair, if one is to be appointed, shall be a Director. If the chair is absent or is unable or refuses to act, the vice-chair if any, shall, when present, preside at all meetings of the Directors. The vice-chair shall have such other duties and powers as the Directors may specify.

c.              President – The president shall, subject to the authority of the Directors have general supervision of the affairs of the Corporation.

d.             Chief Executive Officer – Shall be responsible for implementing the strategic plans and policies of the Corporation.

e.             Secretary – If appointed, the secretary shall attend and be the secretary of all meetings of the Directors, members and committees of the Corporation. The secretary shall provide the signed minutes of all meetings to the Registered Office for placement into the minute book of the Corporation; the secretary shall give, or cause to be given, as and when instructed, notices to voting members, Directors, the public accountant and members of committees; the secretary shall be the custodian of all other books, papers, records, documents and other instruments belonging to the Corporation.

f.               Treasurer - If appointed, the treasurer shall have such powers and duties as the Directors may specify.

 

The powers and duties of all other officers of the Corporation shall be such terms as the Directors set out and require of them. The Directors may vary, add to or limit the powers and duties of any officer.

7.02 Vacancy in Office

In the absence of a written agreement to the contrary the Directors may remove, whether for cause or without cause, any officer of the Corporation. Unless so removed, an officer shall hold office until the earlier of:

a.             the officer's successor being appointed,

b.             the officer's resignation,

c.              such officer ceasing to be a director (if a necessary qualification of appointment) or

d.             such officer's death.

 

If the office of any officer of the Corporation shall be or become vacant, the Directors may, by resolution appoint a person to fill such vacancy.

SECTION 8 - EFFECTIVE DATE

8.01 Effective Date

By-Law No. 1 becomes effective as of the date of the resolution of the Directors upon confirmation of the members and approval by the Director of Corporations.

 

CERTIFIED to be By-Law No. 1 of the Corporation, as enacted by the Directors of the Corporation by resolution on the 16th day of September, 2015 and confirmed by the members of the Corporation by Special Resolution effective as of the 30th day of September 2015.

Dated as of the 30th day of September, 2015.

 

 

                                                                                    __________________________

  Douglas C. Allport, Director


Appendix A

Class B non-voting membership

 

The permitted Class B non-voting memberships are:

1      Federal government and its departments.

2      Provincial and territorial governments and their departments.

3      Regional governments.

4      Local and aboriginal governments,.

5      Crown corporations.

6      Universities, colleges, elementary and secondary school schools and school boards.

7      Hospitals, regional health boards and offices recognized by the provinces and territories..

8      National public service institutions, approved by the board, and departments of them having the approval of their senior management, such as, for example, Canadian Blood Services, Red Cross, Salvation Army.

9      Government and non-government owned utilities, and governing bodies, including electrical and heating fuel distribution companies, telecommunications companies, cable and satellite broadcast distribution units. 

10  Private transportation service providers, recognized by public transportation department having oversight of them. These will include ferry operators, highway operators, and perhaps highway maintenance service providers.

11  Associations and governing bodies of the aforementioned.

12  Others, with the approval of the board.


 

 

Appendix B

Class C non voting memberships

 

The permitted Class C non voting memberships are:

 

1      Companies which sell products and services to General members for the purpose of defining, creating, distributing, and receiving of public safety communications between members, such as Incident management systems and computer aided dispatch systems to name two of such possibilities. 

 

 

 

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