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BY-LAW NO. 1
- 1. Definitions.
- 2. Interpretation.
- CORPORATE SEAL
- HEAD OFFICE
- CONDITIONS OF MEMBERSHIP
- MEMBERS' MEETINGS
- DIRECTORS
- MEETINGS OF DIRECTORS
- REMUNERATION OF DIRECTORS
- POWERS OF DIRECTORS
- INDEMNITIES TO DIRECTORS AND OTHERS
- OFFICERS
- POWERS AND DUTIES OF OFFICERS
- EXECUTION OF DOCUMENTS
- FINANCIAL YEAR
- BY-LAWS
- AUDITORS
- BOOKS AND RECORDS
- RULES AND REGULATIONS
- NOTICES
- REPEAL OF PREVIOUS BY-LAWS
A by-law relating generally to the conduct of the affairs ofTORONTO FREE-NET INC.
BE IT ENACTED as a by-law of Toronto Free-Net Inc. (the "Corporation") as follows:
1. Definitions. In this By-law, unless the context otherwise specifies or requires:
(a) "Act" means the Corporations Act, R.S.O. 1990, chap. c.38 as from time to time amended and every statute that may be substituted therefore and, in the case of such substitution, any references in the By-laws of the Corporation to provisions of the Act shall be read as references to the substituted provisions therefore in the new statute or statutes;
(b) "By-law" means any By-law of the Corporation from time to time in force and effect;
(c) "Corporation" means Toronto Free-Net Inc., an Ontario non-share capital corporation incorporated under the Act;
(d) "Letters Patent" means the Letters Patent and any supplementary letters patent of the Corporation;
(e) "Regulations" means the regulations made under the Act as from time to time amended and every regulation that may be substituted therefore and, in the case of such substitution, any references in the By-laws of the Corporation to provisions of the regulations shall be read as references to the substituted provisions therefore in the new regulations.
2. Interpretation. This By-law shall, unless the context otherwise requires, be construed and interpreted in accordance with the following:
(a) all terms which are contained in the By-laws of the Corporation and which are defined in the Act or the Regulations made thereunder shall have the meanings given to such terms in the Act or such Regulations;
(b) words importing the singular number only shall include the plural and vice versa; and the word "person" shall include bodies corporate, corporations, companies, partnerships, syndicates, trusts and any number or aggregate of persons;
(c) the headings used in the By-laws are inserted for reference purposes only and are not to be considered or taken into account in construing the terms or provisions thereof or to be deemed in any way to clarify, modify or explain the effect of any such terms or provisions.
3. Seal. The seal, an impression whereof is stamped in the margin hereof, shall be the seal of the Corporation.
4. Head Office. Unless changed in accordance with the Act, the head office of the Corporation shall be in the Municipality of Metropolitan Toronto, in the Province of Ontario, and at such place within the municipality in Ontario where the head office is situate as the directors of the Corporation may from time to time by resolution fix.
5. Entitlement. Membership in the Corporation shall be limited to persons interested in furthering the objects of the Corporation. The members shall consist of those persons who may from time to time be admitted into membership by resolution of the board of directors or who may be admitted by the Secretary in accordance with any rules for membership in the Corporation which have been approved by resolution of the board of directors.
6. Membership Dues. There shall be no membership fees or dues payable by members.
7. Resignation. Any member may withdraw from the Corporation by delivering to the Corporation a written resignation and lodging a copy of the same with the Secretary of the Corporation.
8. Termination of Membership. The interest of a member in the Corporation is not transferable and lapses and ceases to exist upon death or dissolution or when the member's period of membership expires (if any) or when the member ceases to be a member by resignation or otherwise in accordance with the By-laws; provided always that any member may be required to resign by a resolution passed by at least three-quarters (3/4) of the votes cast at a general meeting of the members.
9. Rules and Regulations. The board of directors may from time to time enact rules and regulations relating to the rights and obligations of the members of the Corporation, but such rules and regulations shall not conflict with or be inconsistent with the By-laws or Letters Patent.
10. Annual and General Meetings. The annual or any general meeting of the members shall be held at the head office of the Corporation or at any place within Ontario as the board of directors may determine and on such day as the said directors shall appoint.
11. Notice. Fourteen (14) days' written notice shall be given in the manner specified in paragraph 49 to each voting member of any annual or special general meeting of members. Notice of any meeting where special business will be transacted shall contain sufficient information to permit the member to form a reasoned judgment on the decision to be taken. Notice of each meeting of members may remind the member that he has the right to vote by proxy.
12.Waiver of Notice. A member and any other person entitled to attend a meeting of members may in any manner waive notice of a meeting of members and attendance of any such person at a meeting of members shall constitute a waiver of notice of the meeting except where such person attends a meeting for the express purposes of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.
13. Votes. At all meetings of members of the Corporation, every question shall be determined by a majority of votes unless otherwise specifically provided by statute or by the By-laws. In the case of an equality of votes the chairman of the meeting shall have a second or casting vote. Each voting member present at a meeting shall have the right to exercise one vote. A member may, by means of a written proxy, appoint a proxy holder to attend and act at a specific meeting of members, in the manner and to the extent authorized by the proxy. A proxy holder must be a member of the Corporation.
14. Omission of Notice. No error or omission in giving notice of any annual or general meeting or any adjourned meeting, whether annual or general, of the members of the Corporation, or the non-receipt of notice by any member or members or by the auditor of the Corporation, shall invalidate such meeting or make void any resolution passed or any proceedings taken thereat and any member may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat.
15. Quorum. A quorum at any meeting of the members (unless a greater number of members and/or proxies are required to be present by the Act, Letters Patent or any Supplementary Letters Patent) shall be six members of the Corporation. No business shall be transacted at any meeting unless the requisite quorum be present at the time of the transaction of such business.
16. Business. At every annual meeting, in addition to any other business that may be transacted, the report of the directors, the financial statements and the report of the auditors shall be presented and auditors appointed for the ensuing year. The members may consider and transact any business either special or general at any meeting of the members.
17. Calling of Meetings. The board of directors or the president or either vice-president shall have power to call, at any time, a general meeting of the members of the corporation. The board of directors shall call a special general meeting of members on written requisition of members carrying not less than 10% of the voting rights.
18. Duties and Number. The property and business of the Corporation shall be managed by a board of directors who may exercise all powers and do all such things as may be exercised or done by the Corporation that are not by the By-laws or by statute expressly directed or required to be done in some other manner. The board of directors shall be composed of the number of directors set out in the Letters Patent of the Corporation, or such number as may be determined from time to time by special resolution.
19. Qualifications. Each director shall be eighteen (18) or more years of age and shall be a member of the Corporation, or shall become a member of the Corporation within ten (10) days after election or appointment as a director and no undischarged bankrupt shall become a director.
20. Election and removal. The applicants for incorporation shall be the first directors of the Corporation whose term of office on the board of directors shall continue until their successors are elected. Unless the Letters Patent or any Supplementary Letters Patent provide otherwise, the directors' term of office shall be from the date of the meeting at which they are elected or appointed until the annual meeting next following or until their successors are elected or appointed, and the whole board of directors shall retire at the general meeting at which the yearly election of directors is to be made but, subject to the provisions of this By-law, shall be eligible for re-election.
21. Vacation of Office. The office of a director shall be automatically vacated if:
(a) a director has resigned by delivering a written resignation to the Secretary of the Corporation;
(b) a director is found by a court to be mentally incompetent or of unsound mind;
(c) a director becomes bankrupt or suspends payment of debts generally or compounds with his or her creditors or makes an authorized assignment or is declared insolvent;
(d) at a special general meeting of members, a resolution is passed by two-thirds of the members present at the meeting that a director be removed from office; or
(e) he or she does not within ten (10) days after his or her election or appointment as a director become a member, or if he or she ceases to be a member of the Corporation;
provided that if any vacancy shall occur for any reason in this paragraph contained, the board of directors by majority vote may, by appointment, fill the vacancy.
22. Executive Committee. In the event that the number of directors on the board is greater than six (6), the directors may elect from among their number an executive committee consisting of not fewer than three (3) directors, as the board may by resolution determine, for such purposes and with all such powers as the board of directors may determine from time to time. Subject to the Act, except to the extent otherwise determined by the board of directors or, failing such determination, as determined by the executive committee, the provisions of paragraphs 24 to 30 hereof, inclusive, shall apply, mutatis mutandis, to the executive committee.
23. Committees. The board of directors may appoint committees whose members will hold their offices at the will of the board of directors. The directors shall determine the duties of such committees and may fix any remuneration to be paid.
24. Place of Meetings. Meetings of the board of directors may be held at any time and place within Canada to be determined by the directors.
25. Notice. The notice of meeting need not specify the purpose of or the business to be transacted at the meeting. Notice of any such meeting shall be served in the manner specified in paragraph 49 of this By-law not less than 48 hours prior to the meeting; provided always that a director may in any manner and at any time waive notice of a meeting of directors and attendance of a director at a meeting of directors shall constitute a waiver of notice of the meeting except where a director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called; provided further that meetings of directors may be held at any time without notice if all the directors are resent (except where a director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called) or if all of the absent directors waive notice before or after the date of such meeting.
If the first meeting of the board of directors following the election of directors by the members is held immediately thereafter, then for such meeting or for a meeting of the board of directors at which a director is appointed to fill a vacancy in the board, no notice shall be necessary to the newly elected or appointed directors or director in order to legally constitute the meeting, provided that a quorum of the directors is present.
26. Omission of Notice. No error or omission in giving notice of any meeting of directors, or the non-receipt of notice by any director, shall invalidate such meeting or make void any resolution passed or any proceedings taken thereat.
27. Adjournment. Any meeting of directors may be adjourned from time to time by the chairperson of the meeting, with the consent of the meeting, to a fixed time and place. Notice of any adjourned meeting of directors is not required to be given if the time and place of the adjourned meeting is announced at the original meeting.
28. Quorum. The number of directors set out in the Letters Patent or a special resolution of the Corporation shall constitute a quorum for the transaction of business and, in the event of no such provision, a majority of the directors shall form a quorum for the transaction of business. Notwithstanding any vacancy among the directors, a quorum of directors may exercise all the powers of directors.
29. Voting. Each director is authorized to exercise one (1) vote at meetings of the board of directors. Questions arising at any meeting of directors shall be decided by a majority of votes. In the event of an equality of votes the chairperson of the meeting shall have a second or casting vote.
30. Telephone Participation. If all the directors of the Corporation present at or participating in the meeting consent, a director may participate in a meeting of the board or of a committee of the board by means of such conference telephone or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously, and a director participating in such a meeting by such means is deemed to be present at the meeting.
31. Remuneration of Directors. The directors shall serve without remuneration and no director shall directly or indirectly receive any profit from their position as such; provided that a director may be paid reasonable expenses incurred by them in the performance of their duties. Nothing herein contained shall be construed to preclude any director from serving the corporation as an officer or in any other capacity and receiving compensation therefore.
32. Administer Affairs. The directors of the Corporation may administer the affairs of the corporation in all things and make or cause to be made for the Corporation, in its name, any kind of contract which the Corporation may lawfully enter into and, save as hereinafter provided, generally, may exercise all such other powers and do all such other acts and things as the Corporation is by its Letters Patent or otherwise authorized to exercise and do.
33. Expenditures. The directors shall have power to authorize expenditures on behalf of the Corporation from time to time and may delegate by resolution to an officer or officers or executive committee of the Corporation the right to employ and pay salaries to employees. The directors shall have the power to enter into a trust arrangement with a trust company for the purpose of creating a trust fund in which the capital and interest may be made available for the benefit of promoting the interest of the Corporation in accordance with such terms as the board of directors may prescribe.
34. Fund Raising. The board of directors shall take such steps as they may deem requisite to enable the Corporation to acquire, accept, solicit or receive legacies, gifts, grants, settlements, bequests, endowments and donations of any kind whatsoever for the purpose of furthering the objects of the Corporation.
35. Agents and Employees. The board of directors may appoint such agents and engage such employees as it shall deem necessary from time to time and such persons shall have such authority and shall perform such duties as shall be prescribed by the board of directors at the time of such appointment.
36. Remuneration of Agents and Employees. A reasonable remuneration for all officers, agents and employees and committee members may be fixed by the board of directors by resolution. Such resolution shall have force and effect only until the next meeting of members when such resolution shall be confirmed by resolution of the members, then the remuneration to such officers, agents or employees and committee members shall cease to be payable from the date of such meeting of members.
37. Borrowing Power. The directors of the Corporation may from time to time:
(a) borrow money on the credit of the Corporation;
(b) issue, sell or pledge debt obligations (including bonds, debentures, debenture stock, notes or other like liabilities whether secured or unsecured) of the Corporation;
(c) charge, mortgage, hypothecate or pledge all or any currently owned or subsequently acquired real or personal, movable or immovable property of the Corporation, including book debts, rights, powers, franchises and undertakings, to secure any debt obligations or any money borrowed, or other debt or liability of the Corporation; and
(d) delegate the powers conferred on the directors under this By-law to such officer or officers of the Corporation and to such extent and in such manner as the directors shall determine.
The powers hereby conferred shall be deemed to be in supplement of and not in substitution for any powers to borrow money for the purposes of the Corporation possessed by its directors or officers independently of a borrowing By-law.
INDEMNITIES TO DIRECTORS AND OTHERS
38. Indemnities to Directors and Others. Every director or officer of the Corporation or other person who has undertaken or is about to undertake any liability on behalf of the Corporation or any corporation controlled by it and their heirs, executors and administrators, and estate and effects, respectively, shall from time to time and at all times, be indemnified and saved harmless out of the funds of the Corporation, from and against:
(a) all costs, charges and expenses which such director, officer or other person sustains or incurs in or about any action, suit or proceeding which is brought, commenced or prosecuted against them, or in respect of any act, deed, matter or thing whatsoever, made, done or permitted by them, in or about the execution of the duties of their office or in respect of any such liability; and
(b) all other costs, charges and expenses which they sustain or incur in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by their own willful neglect or default.
39. Appointment. Officers shall be appointed by resolution of the board of directors at the first meeting of the board of directors following an annual meeting of members in which the directors are elected. The officers of the Corporation shall include a President, Secretary and Treasurer and any such other officers as the board of directors may by by-law determine. Any two offices may be held by the same person. Officers need not be directors, but must be members. Each incumbent officer shall continue in office until the earlier of:
(a) the officer resigning by delivering a written resignation to the Secretary of the Corporation;
(b) the election or appointment of a successor;
(c) that officer ceasing to be a member;
(d) the meeting at which the directors annually appoint the officers of the Corporation;
(e) that officer's removal;
(f) that officer's death.
40. Remuneration of officers. The remuneration of all officers appointed by the board of directors shall be determined from time to time by resolution of the board of directors.
41. Removal of Officers. All officers shall be subject to removal by resolution of the board of directors at any time, with or without cause.
42. Powers and Duties. All officers shall sign such contracts, documents or instruments in writing as require their respective signatures and shall respectively have and perform all powers and duties incident to their respective offices and such other powers and duties respectively as may from time to time be assigned to them by the board of directors. The duties of the officers shall include:
(a) President. The President shall be the chief executive officer of the Corporation. The President shall preside at all meetings of the corporation and of the board of directors. The President shall have the general and active management of the affairs of the Corporation. The President shall see that all orders and resolutions of the board of directors are carried into effect.
(b) Treasurer. The Treasurer shall have the custody of the funds and securities of the Corporation and shall keep full and accurate accounts of all assets, liabilities, receipts and disbursements of the Corporation in the books belonging to the corporation and shall deposit all moneys, securities and other valuable effects in the name and to the credit of the Corporation in such chartered bank or trust company, or, in the case of securities, with such registered dealer in securities as may be designated by the board of directors from time to time. The Treasurer shall disburse the funds of the Corporation as may be directed by proper authority taking proper vouchers for such disbursements, and shall render to the president and directors at the regular meeting of the board of directors, or whenever they may require it, an accounting of all the transactions and a statement of the financial position, of the Corporation. The Treasurer shall also perform such other duties as may from time to time be directed by the board of directors.
(c) Secretary. The Secretary may be empowered by the board of directors, upon resolution of the board of directors, to carry out the affairs of the Corporation generally under the supervision of the officers thereof and shall attend all meetings and act as clerk thereof and record all votes and minutes of all proceedings in the books to be kept for that purpose. The Secretary shall give or cause to be given notice of all meetings of the members and of the board of directors, all shall perform such other duties as may be prescribed by the board of directors or President, under whose supervision the Secretary shall be. The Secretary shall be custodian of the seal of the Corporation which they shall deliver only when authorized by a resolution of the board of directors to do so and to such person or persons as may be named in the resolution.
(e) Other Officers. The duties of all other officers of the corporation shall be such as the terms of their engagement call for or the board of directors requires of them.
43. Execution of Documents. Contracts, documents or any instruments in writing requiring the signature of the Corporation, shall be signed by any two officers and all contracts, documents and instruments in writing so signed shall be binding upon the Corporation without any further authorization or formality. The directors shall have power from time to time by resolution to appoint an officer or officers on behalf of the Corporation to sign specific contracts, documents and instruments in writing. The directors may give the Corporation's power of attorney to any registered dealer in securities for the purposes of transferring and dealing with any stocks, bonds, and other securities of the Corporation. The seal of the Corporation when required may be affixed to contracts, documents and instruments in writing signed as aforesaid or by any officer or officers appointed by resolution of the board of directors.
44. Financial Year. The fiscal year-end of the Corporation shall be as determined by the board of directors from time to time in accordance with the Act.
45. By-laws. The board of directors may from time to time enact By-laws relating in any way to the Corporation or to the conduct of its affairs, including, but not limited to, By-laws providing for applications for supplementary letters patent, and may from time to time by By-law amend, repeal or re-enact the By-laws and any such by-law shall be sanctioned by the members and become effective in accordance with the Act.
46. Auditors. The members shall at each annual meeting appoint an auditor to audit the accounts of the Corporation for report to the members at the next annual meeting. The auditor shall hold office until the next annual meeting provided that the directors may fill any casual vacancy in the office of the auditor. The remuneration of the auditor shall be fixed by the board of directors.
47. Books and Records. The directors shall see that all necessary books and records of the Corporation required by the By-laws or by any applicable statute or law are regularly and properly kept.
48. Rules and Regulations. The board of directors may prescribe such rules and regulations not inconsistent with these by-laws relating to the management and operation of the Corporation as they deem expedient, provided that such rules and regulations shall have force and effect only until the next annual meeting of the members of the Corporation when they shall be confirmed, and failing such confirmation at such annual meeting of members, shall at and from that time cease to have any force and effect.
49. Service. Any notice or other document required by the Act, the Regulations, the Letters Patent or the By-laws to be sent to any member or director or to the auditor shall be delivered personally, or sent by prepaid mail or by telegram or cable or facsimile or by electronic mail transmission to any such member or director at their latest address as recorded on the books of the Corporation and to the auditor at its business address; provided always that notice may be waived or the time for the notice may be waived or abridged at any time with the consent in writing of the person entitled thereto.
50. Repeal of Previous By-laws. The general By-laws previously enacted by the directors of the Corporation are hereby repealed.
ENACTED as of the 15th day of January, 1995.
WITNESS the seal of the Corporation.
President Secretary
Richard Malinski Laine Ruus
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