Bylaws

A by-law relating generally to the conduct of the affairs of Office of the Grocery Sector Code of Conduct (OGSCC)

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 (the “Regulations”), and any statute or regulations that may be substituted, as amended from time to time. 

b. “Affiliate” has the meaning set out in the Act. 

c. “Annual Sales” shall have the meaning set out in the Operating Rules. As this term is defined in the Operating Rules, it can only be amended by amending the Operating Rules. . 

d. “Articles” means the original or restated articles of incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement or revival of the Corporation. 

e. “Board” means the board of directors of the Corporation and“Director” means a member of the Board, collectively the “Directors”. 

f. “By-Law” or “By-Laws” means this by-law and any other by-law of the Corporation as amended and which are, from time to time, in force and effect. 

g. “Chair” and Co-Chair have the meanings set out in Section 7.01 of this By-Law. 

h. “Code” means the Grocery Sector Code of Conduct, as further described herein and in the Operating Rules. 

i. “DRMP” has the meaning set out in the Code.

j. “First Elected Board” has the meaning set out in Section 5.03 of this By-Law.

k. “Grocery Products” shall have the meaning set out in the Code. As this term is defined in the Code, it can only be amended by amending the Code. 

l. “First Board” means the Board as set out on the Form 4002 filed on incorporation of the Corporation, as may be changed from time to time by resignation or appointment of Directors in accordance with this By-Law.

m. “Independent Retailer” shall have the meaning set out in the Operating Rules. As this term is defined in the Operating Rules, it can only be amended by amending the Operating Rules. 

n. “Interim Members” has the meaning set out in Section 2.01(a) of this By-Law.

o. “Large Manufacturer/Supplier” shall have the meaning set out in the Operating Rules. As this term is defined in the Operating Rules, it can only be amended by amending the Operating Rules. 

p. “Member Approval Date” has the meaning set out in Section 9.03(a) of this By-Law.

q. “Member Code Vote” means a Weighted Vote passed by a majority of not less than 2/3 of the votes cast on that resolution. This definition can only be amended by Special Director Vote and, as this term is set out in the Articles, it can only be amended by amending the Articles in accordance with the requirements of the Act and this By-law.

r. “Meeting of Members” includes an annual meeting of members (an “Annual Meeting”) or a Special Meeting; “Special Meeting” includes a meeting of any class or classes of members and a special meeting of all members entitled to vote at an Annual Meeting.

s. “Member” means a member of the Corporation, collectively the “Members”.

t. “Non-Affiliated Wholesalers/Distributors” has the meaning set out in Section 2.01(b)(iv) of this By-Law.

u. “Officer” or “Officers” means any one or more persons, respectively, who have been appointed as officers of the Corporation in accordance with the By-Laws.

v. “Operating Rules” means the operating rules of the Corporation as prescribed by the Board from time to time in accordance with the By-Laws and shall include, but not be limited to, any general rules, regulations or policies prescribed by the Board from time to time as well as the Corporation’s Mediation and Arbitration Rules.

w. “Ordinary Resolution” means a resolution passed by a majority of not less than fifty percent plus 1 (50% + 1 vote) of the votes cast on that resolution.

x. “Ordinary Weighted Vote” means a Weighted Vote passed by a majority of not less than fifty percent plus 1 (50% + 1 vote) of the votes cast on that resolution. As this term is set out in the Articles, it can only be amended by amending the Articles in accordance with the requirements of the Act and this By-law.

y. “Person” means a human individual, corporation, firm, association, partnership, limited liability company or other legal entity or other form of business organization.

z. “President & Adjudicator” means the employee of the Corporation who holds such title.

aa. “Primary Producer” shall have the meaning set out in the Operating Rules. As this term is defined in the Operating Rules, it can only be amended by amending the Operating Rules.

bb. “Proposal” means a proposal submitted by a Member of the Corporation that meets the requirements of Section 163 of the Act.

cc. “Retailer” shall have the meaning set out in the Code and can only be amended by amending the Code.

dd.  “Secretary” has the meaning set out in Section 7.01 of this By-Law.

ee. “SME Manufacturer/Supplier” set out in the Operating Rules. As this term is defined in the Operating Rules, it can only be amended by amending the Operating Rules.

ff. “Special Business” has the meaning set out in Section 4.05 of this By-Law.

gg. “Special Resolution” means a resolution passed by a majority of not less than two-thirds (2/3rds) of the votes cast on that resolution.

hh. “Special Director Vote” means a resolution of the Board in which Seventy-Five Percent (75%) of votes are cast in favour of the amendment and where at least Seventy-Five Percent (75%) of the Directors have cast a vote on the resolution. This definition can only be amended by both a Special Director Vote and, as this term is set out in the Articles, by amending the Articles in accordance with the requirements of the Act and this By-law.

ii. “Special Weighted Vote” means a Weighted Vote passed by a majority of not less than seventy five percent (75%) of the votes cast on that resolution. This definition can only be amended by both a Special Director Vote and by Amending the Articles in accordance with the requirements of the Act and this By-law.

jj. “Treasurer” has the meaning set out in Section 7.01 of this By-Law. 

kk. “Weighted Vote” means a vote of the Members where the Members are entitled to cast a weighted ballot as set out in the Articles. For further clarity, irrespective of the number of Members that cast a vote in a given class, the said class will have the number of weighted votes assigned pursuant to the Articles. As this term is set out in the Articles, it can only be amended by amending the Articles in accordance with the requirements of the Act and this By-law.

ll. “Vice Chair” has the meaning set out in Section 7.01 of this By-Law. 

1.02 Interpretation 

In the interpretation of these By-Laws, 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. If any of the provisions contained in the By Laws are inconsistent with those contained in the Articles or the Act, the provisions contained in  the Articles or the Act, as the case may be, shall prevail. 

1.03 Corporate Seal 

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

1.04 Execution of Documents 

Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring  execution by the Corporation may be signed by any one (1) Officer accompanied by any one (1)  Director. In addition, the Board 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.  Any signing officer may certify a copy of any instrument, resolution, By-Laws or other document  of the Corporation to be a true copy thereof. 

1.05 Financial Year 

The financial year of the Corporation shall end on December 31^st of each year, or as otherwise determined by the Board. 

1.06 Banking Arrangements 

The banking business of the Corporation shall be transacted at such bank, trust company or  other firm or corporation carrying on a banking business in Canada or elsewhere as the Board  may designate, appoint or authorize from time to time by resolution. 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 Board may by resolution from time to time designate, direct or authorize. 

1.07 Public Accountant and Level of Financial Review 

The Corporation shall be subject to the requirements relating to the appointment of a public  accountant and level of financial review required by the Act. 

1.08 Annual Financial Statements 

The Corporation may, instead of sending copies of the annual financial statements and other  documents referred to in subsection 172(1) of the Act to the Members, publish between twenty one (21) to sixty (60) days before the day on which an Annual Meeting is held a notice to its  Members stating that the annual financial statements and documents provided in subsection  172(1) are available at the registered office of the Corporation and any Member may, on request,  obtain a copy free of charge at the registered office or by prepaidmail. 

1.09 Operating Rules and Procedures 

The Board may adopt, amend, or repeal by resolution such rules and procedures as they may deem  appropriate from time to time, including without limitation the Operating Rules, provided that such  rules and procedures are not inconsistent with the requirements of this By-Law. Any rules or  procedures adopted by the Board will continue to have force and effect until amended, repealed,  or replaced by a subsequent resolution of the Board. The Operating Rules are incorporated herein by reference and Members shall be bound thereby as though the provisions of the Operating Rules were set out herein. 

1.10 The Code 

The Members agree to be bound by, and agree to conform with, the requirements of the Code as  though the provisions of the Code were set out herein, including without limitation as to the  objectives, principles, trade rules provisions and the arbitration and dispute resolution provisions set out in the Code.

SECTION 2 MEMBERSHIP

2.01 Classes of Membership and Membership Conditions 

a. Interim Members. As set out in the Articles, the Corporation will establish one (1) class of  interim members, who shall be corporations or organizations admitted to membership by the  Board and shall be eligible for membership until 11:59 p.m. on the day immediately prior to the  first Annual Meeting (the “Interim Members”), at which point the Interim Members shall  automatically be terminated as Members of the Corporation. At all Meetings of Members  prior to the first Annual Meeting, each Interim Member shall be entitled to receive notice of  and cast one (1) vote at all Meetings of the Members unless otherwise set out herein. Interim  Members shall not be permitted to vote at the first Annual Meeting, as their memberships will  have been automatically terminated prior to such meeting. 

b. Membership. As set out in the Articles, in addition to the Interim Members, the Corporation is  authorized to establish six (6) classes of Members, as set out below. Membership in the  Corporation shall be available to corporations, associations and partnerships as set out below,  who have applied for and been accepted into membership in the Corporation by resolution of  the Board or in such other manner as may be determined by the Board and who meet the  eligibility criteria for their respective class of membership, as follows: 

i. Class A Members – Primary Producers selling Grocery Products directly to Canadian  distributors/wholesalers and Retailers shall be eligible for Class A membership in the  Corporation. 

ii. Class B Members – SME Manufacturers/Suppliers of Grocery Products with Annual  Sales of Grocery Products to Canadian Retailers equal to or less than the amount  determined by the Board from time to time shall be eligible for Class B membership  in the Corporation. 

iii. Class C Members – Large Manufacturers/Suppliers of Grocery Products with Annual  Sales of Grocery Products to Canadian Retailers of more than the amount determined by the Board from time to time shall be eligible for Class C membership  in the Corporation. 

iv. Class D Members – Non-Affiliated Wholesalers/Distributors of Grocery Products shall  be eligible for Class D membership in the Corporation. For the purposes of these By-Laws a Non-Affiliated Wholesaler/Distributer is a wholesaler or distributor that is  not controlled by a Retailer. 

v. Class E Members – Independent Retailers of Grocery Products in Canada with Annual Sales of Grocery Products equal to or less than the amount determined by the Board  from time to time shall be eligible for Class E membership in the Corporation; and 

vi. Class F Members – Large Retailers of Grocery Products in Canada with Annual Sales  of Grocery Products in Canada of more than the amount determined by the Board  from time to time shall be eligible for Class F membership in theCorporation. 

c. Operating Rules. In addition to the criteria listed above, an applicant for membership must  meet the membership qualifications set forth in the Operating Rules. 

d. At or following the first Annual Meeting, any amendment to Section 2.01 (a),(b), (c) or (d) must  be approved by Special Weighted Vote. Prior to the first Annual Meeting, this Sections 2.01  (a), (b), (c) and (d) can only be amended in accordance with Section 2.01(a) through unanimous  vote. 

e. Further Membership Criteria. In addition, each applicant for membership: 

i. must agree to be bound by and comply with the Articles, By-Laws, Operating Rules and Code as are in force at the time of their admission to membership and as are amended from time to time; 

ii. must agree to participate in the DRMP as set out in the Operating Rules and the Code, in the event of a concern, complaint or dispute in respect of the Code;

iii. must not have suspended the operations of its business; 

iv. must not, and its Affiliates must not, have failed to comply with any order, award or direction issued as part of or the outcome of the DRMP, or have failed to comply with a mediated agreement reached pursuant to the DRMP, within the five (5) year period preceding their application for membership; and must not, and its Affiliates must not, have withdrawn or resigned their membership in anticipation of their involvement in the DRMP or during such DRMP, within the five (5) year period preceding their application for membership.

f. Rights and Obligations of Members. Each Member shall be entitled to receive notice of, attend and vote at all meetings of the Members of the Corporation, as furtherset out herein. Members shall have the rights and obligations set out in the Articles, the By-Laws, the Operating Rules and the Code. 

g. One Class of Membership. Where an applicant for membership is eligible for membership in  more than one (1) class of membership, the applicant must apply for membership in the class  that reflects its main area of activities. Under no circumstances can a Member be a member of  more than one (1) class of Members. 

h. Affiliates. Where an applicant for membership has an Affiliate or Affiliates, only one (1)  corporate entity or association may be a Member. Where a corporate entity or association is a  Member, each of its Affiliates is bound by the provisions of the Articles, By-Laws, Operating  Rules and the Code as though it were a Member and the Member is responsible for compliance of all Affiliates with such obligations. A Member must submit to the Code Resolution Process  in respect to the activities of its Affiliates as though such activities were conducted by the  Member itself. A Member may be disciplined, suspended or terminated from the Corporation  in the event that its Affiliate(s) are not compliant with the obligations of membership. 

2.02 Term of Membership 

The term of membership in the Corporation shall be annual and shall be subject to continued qualification as  Members and payment of dues where required in accordance with these By-Laws. 

2.03 Membership Fees 

Membership fees shall be determined by the Board. Members shall be notified in writing of the  membership fees at any time payable by them and, if any are not paid by the deadline set by the  Board for same, the Members in default shall automatically cease to be Members of the Corporation. 

2.04 Membership Transferability 

A membership cannot be transferred from a Member to another person or party and may only be  transferred from a Member back to the Corporation. 

2.05 Communications and Information 

Members shall promptly respond to all communication from the Corporation and shall provide  the Corporation with such information as it may request from time to time from the Member  and its Affiliates in order to ensure that the Member is fulfilling its obligations under the Articles,  By-Laws, Operating Rules and the Code, including but not limited to the information set forth in  the Operating Rules. For further certainty, nothing herein shall require a Member corporation to  provide information that is precluded from disclosure by operation of law or regulation  applicable to the Member or an Affiliate. 

A Member shall promptly notify the Corporation in writing within thirty (30) days of the  occurrence of any of the following events in respect of the Member or its Affiliates: 

a. any change in operating name; 

b. any change in the ownership of its business (except in respect of a publicly traded corporation); 

c. any assignment in bankruptcy, arrangement, proposal, receiving order or other similar  arrangement or proposal for the benefit of creditors or arrangement or compromise with  creditors under any statute; or 

d. the appointment of a receiver or receiver-manager or trustee to take possession or control of  any of the Member’s business or property.

SECTION 3 MEMBERSHIP TERMINATION AND DISCIPLINE

3.01 Automatic Termination of Membership 

A membership in the Corporation is automatically terminated when: 

a. the Member dies, or, in the case of a Member that is a corporation or partnership,the corporation or partnership dissolves; 

b. the Member ceases to carry on the operations of a business for a period of three (3) months, in  the sole discretion of the Board to determine; 

c. a Member fails to comply with or maintain the membership requirements set out in this By-Law; 

d. the Member resigns in which case such resignation shall be effective on the earlier of the date  it is delivered to the Corporation or the effective date in the resignation, whichever is earlier; 

e. the Member’s term of membership expires due to non-payment of membership fees, if any; or f. the Corporation is liquidated or dissolved under the Act. 

f. the Corporation is liquidated or dissolved under the Act.

Subject to the Articles, upon any termination of Membership, the rights of the Member, including  any rights in the property of the Corporation, automatically cease to exist. 

3.02 Discipline of Members 

In the event that discipline of a Member is required, the Board shall have the authority to  suspend, discipline or expel any Member from the Corporation on the following grounds: 

a. refusal to comply with the Articles, By-Laws, Operating Rules or the Code; 

b. carrying out any conduct which may be detrimental to the Corporation, as determined by the  Board in its sole discretion; 

c. for neglecting or refusing to submit to the Code Resolution Process as may be required by the  Operating Rules or Code, or refusing to comply with the results of suchprocess; 

d. for making false or misleading statements, or providing false or misleading information to the  Corporation as determined by the Board; or 

e. for any other reason that the Board considers to be reasonable, having regard to the purpose  of the Corporation. 

In the event that the Board proposes that a Member should be expelled or suspended from  membership in the Corporation, the Board shall provide ten (10) days written notice of  suspension or removal to the Member and shall provide reasons for the Board’s proposed  suspension or removal. The Member may make written submissions to the President &  Adjudicator in response to the notice, which must be received by the President & Adjudicator  within ten (10) days of the date of sending of the notice. In the event that no written  submissions are received by the President & Adjudicator, the President & Adjudicator may  proceed to notify the Member that the Member is suspended or removed from membership in  the Corporation. Where written submissions are received in accordance with this section, the  Board will consider such submissions in arriving at a final decision and shall notify the Member  concerning such final decision within a further twenty (20) days from the date of receipt of the  submissions. 

For further certainty, the above does not reflect the Code Resolution Process or the approach to  non-compliance with the Code, both of which will be addressed in accordance with the  provisions of the Operating Rules and the Code. Notwithstanding the foregoing, as set out above, this process can be used to discipline, terminate or suspend a Member who refuses to  submit to the Code Resolution Process or abide by any determination or order made during the  Code Resolution Process. 

3.03 Continuing Obligation 

A former Member, whether their membership has expired or has been terminated, is expected  to continue to submit disputes and participate in the Code Resolution Process in respect of any  claims arising out of transactions that occurred prior to the termination of the Member’s  membership in the Corporation and shall still be bound by the Operating Rules of the  Corporation for any such claims. Where a former Member refuses to submit disputes and  participate in the Code Resolution Process or withdraws or does not renew their membership in  anticipation of a dispute or compliant, the Corporation has the right to publish a notice to its  Members and the public in respect ofsame. 

3.04 Fruit and Vegetable Dispute Resolution Corporation 

Notwithstanding any other provision of the Articles, By-Laws, Operating Rules or the Code, or of  contracts entered into as a result of or in conjunction with membership in the Corporation, any  Member who is licensed, or subject to license, under the Fruit and Vegetable Dispute Resolution Corporation, shall not be required to submit to the Code Resolution Process with any other  Member who is also licensed, or subject to license, under such corporation provided the dispute or  controversy is subject to jurisdiction under the Fruit and Vegetable Dispute Resolution Corporation. 

SECTION 4 MEETINGS OF MEMBERS

4.01 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 twenty-one (21) to sixty (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 twenty-one (21) to thirty-five (35) days before the day on which  the meeting is to be held. 

Notice of a Meeting of Members shall also be given to each Director and to the public accountant  of the Corporation during a period of twenty-one (21) to sixty (60) days before the day on which  the meeting is to be held. The Directors may fix a record date for determination of Members  entitled to receive notice of any Meeting of Members in accordance with the requirements of  Section 161 of the Act. Subject to the Act, a notice of Meeting of the Members provided by the  Corporation shall include any Proposal submitted to the Corporation in accordance with the Act. 

4.02 Proposals at Annual Meetings 

Subject to compliance with the Act, a Member entitled to vote at an Annual Meeting may submit  to the Corporation notice of any matter that the Member proposes to raise at the Annual  Meeting. Any such Proposal may include nominations for the election of Directors if the Proposal  is signed by not less than five percent (5%) of the Members as prescribed by the Regulations  under the Act. Subject to the Act and the Proposal satisfying the exceptions and requirements therein, the Corporation shall include the Proposal in the notice of meeting and if so requested  by the Member, shall also include a statement by the Member in support of the Proposal and the  name and address of the Member. The Member who submitted the Proposal shall pay the cost  of including the Proposal and any statement in the notice of meeting at which the Proposal is to  be presented unless otherwise provided by Ordinary Weighted Vote of the Members present at the meeting. 

4.03 Annual Meetings 

An Annual Meeting shall be held at such time in each year, as the Board may from time to time  determine, provided that the Annual Meeting must be held not later than fifteen (15) months  after holding the preceding Annual Meeting and no later than six (6) months after the end of the  Corporation’s preceding fiscal year. The Annual Meeting shall be held for the purpose of  considering the financial statements and reports of the Corporation required by the Act to be  presented at the meeting, electing Directors, appointing the public accountant and transacting  such other business as may properly be brought before the meeting or is required under the Act. 

4.04 Special Meetings 

The Board may at any time call a Special Meeting for the transaction of any business which may  properly be brought before the Members. On written requisition by Members carrying not less  than five percent (5%) of the votes that may be cast at a Meeting of Members sought to be held,  the Board shall call a Special Meeting, unless the exceptions in the Act are met. If the Directors  do not call a meeting within twenty-one (21) days of receiving the requisition, any Member who  signed the requisition may call the meeting. 

4.05 Special Business 

All business transacted at a Special Meeting and all business transacted at an Annual Meeting,  except consideration of the financial statements, public accountant’s report, election of Directors  and re-appointment of the incumbent public accountant, is special business (“Special Business”).  The notice of any Meeting of Members at which Special Business will be conducted shall (a) set out  the Special Business in such detail that a Member can make a reasoned judgement thereon; and (b)  contain the text of any Special Resolution or resolution in respect of Special Business to be put  before the Members. 

4.06 Persons Entitled to be Present at a Meeting of Members 

The only persons entitled to be present at a Meeting of Members shall be those entitled to vote  at the meeting, the Directors and the public accountant of the Corporation and such other  persons who are entitled or required under any provision of the Act, Articles or By-Laws to be  present at the meeting. Any other person may be admitted only on the invitation of the chair of  the meeting or by Ordinary Weighted Vote. 

4.07 Waiving Notice 

A Member and any other person entitled to attend a Meeting of Members may in any manner  and at any time waive notice of a Meeting of Members, and attendance of any such person at a  Meeting of Members is a waiver of notice of the meeting, except where such person 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. 

4.08 Chair of the Meeting 

In the event that the Chair of the Board and the Vice-Chair(s) of the Board are absent, the Members who are present and entitled to vote at the meeting shall choose one of the Members  or, in the case of a Member that is a corporation, a representative of a Member, present to chair  the meeting. 

4.09 Quorum 

A quorum at any Meeting of the Members (unless a greater number of Members are required to  be present by the Act) shall be seven (7) of the Members present at the meeting. 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. 

4.10 Votes to Govern 

Other than a meeting of the Interim Members, which shall be governed by Section 2.01(a), at  any Meeting of Members every question shall, unless otherwise provided by the Articles, By Laws or by the Act, be determined by Ordinary Weighted Vote. In case of an equality of votes  either on a show of hands or on a ballot the question or motion shallfail. 

4.11 Participation by Electronic Means 

A Meeting of the Members may be held by telephonic or electronic means in accordance with the  Act as follows: 

a. Any person entitled to attend a Meeting of Members may participate in the meeting by means  of such telephonic, electronic or other communication facility that permits all participants to  communicate adequately with each other during the meeting, if the Corporation makes  available such a communication facility and the meeting complies with the requirements in the  Act and the Regulations. A person participating in a meeting by such means is deemed to be  present at the meeting. 

b. Notwithstanding Section 4.11(a)e (a), if the Directors or Members of the Corporation call a  Meeting of Members, those Directors or Members, as the case may be, may determine that  the meeting be held, in accordance with the Act and the Regulations, entirely by means of a  telephonic, electronic or other communication facility that permits all participants to  communicate adequately with each other during the meeting. 

c. Any person participating in a Meeting of Members by means of a telephonic, electronic or  other communication facility and entitled to vote at such meeting, may vote using the  communication facility that the Corporation has made available for that purpose. When a vote  is to be taken at a Meeting of Members, the voting may be carried out by means of a  telephonic, electronic or other communication facility only if that facility enables the votes to  be gathered in a manner that permits their subsequent verification; and permits the tallied  votes to be presented to the Corporation without it being possible for the Corporation to  identify how each Member voted. 

4.12 Voting of Members 

Business arising at any Meeting of Members shall be considered as follows, unless otherwise required  by the Act: 

a. votes shall be taken by a show of hands among all Members present and the chair of the  meeting, if a Member or entitled to vote on behalf of a Member, shall have a vote; 

b. an abstention shall not be considered a vote cast;

c. before or after a show of hands has been taken on any question, the chair of the meeting  may require, or any Member may demand, a written ballot. A written ballot so required or demanded shall be taken in such manner as the chair of the meeting shall direct; 

d. if there is a tie vote, the chair of the meeting shall require a written ballot, and shall not have  a second or casting vote. If there is a tie vote upon written ballot, the motion is lost; and 

e. whenever a vote by show of hands is taken on a question, unless a written ballot is required  or demanded, a declaration by the chair of the meeting that a resolution has been carried or  lost and an entry to that effect in the minutes shall be conclusive evidence of the fact without  proof of the number or proportion of votes recorded in favour of or against the motion. 

4.13 Absentee Voting by Mailed-In Ballot or Electronic Ballot 

A Member entitled to vote at a Meeting of Members may vote by mailed-in ballot or may vote by  means of a telephonic, electronic or other communication facility that enable the votes to be  gathered in a manner that permits their subsequent verification and permit the tallied votes to be  presented to the Corporation without it being possible for the Corporation to identify how each Member voted. 

SECTION 5 DIRECTORS

5.01 Number of Directors 

The Board shall consist of a number of Directors between the minimum of eight (8) and  maximum number of fifteen (15) Directors as specified in the Articles. The precise number of  Directors on the Board within that range shall be determined from time to time by the Members  by Special Weighted Vote. A Special Weighted Vote shall be required to amend this Section 5.01. 

5.02 Qualifications of Directors 

Each Director shall be an individual who is not less than eighteen (18) years of age. Neither a  person who has been declared by a court in Canada or elsewhere to be incapable, nor a person  who has the status of a bankrupt, shall be a Director. In order to be eligible to serve as a  Director, a person must provide their consent to electronic meetings of the Board. 

5.03 Election and Term 

a. The First Board shall remain in office until the first Annual Meeting or when theirsuccessors  are elected. The Board elected to succeed the First Board shall be the “First Elected Board”. 

b. Following the term of the First Board, Directors shall be elected by the Members by Special  Weighted Vote at each Annual Meeting at which an election of Directors is required, as follows: 

i. The Class A Members are entitled to elect two (2) Directors to the Board, each of  whom shall be a Class A Member, or, in the case of a Class A Member that is a  corporation, an owner or a senior executive employed by suchMember; 

ii. The Class B Members are entitled to elect two (2) Directors to the Board, each of  whom shall be a Class B Member, or, in the case of a Member that is a corporation,  an owner of a Class B Member or a senior executive employed by a Class B Member with Annual Sales at the threshold determined by the Board in the fiscal year immediately preceding their election; 

iii. The Class C Members are entitled to elect two (2) Directors to the Board, each of  whom shall be a Class C Member, or, in the case of a Member that is a corporation,  an owner of a Class C Member or a senior executive employed by a Class C Member  with Annual Sales at the threshold determined by the Board in the fiscal year  immediately preceding their election; 

iv. The Class D Members are entitled to elect one (1) Director to the Board, who shall  be a Class D Member, or, in the case of a Class D Member that is a corporation, an  owner or a senior executive employed by such Member; 

v. The Class E Members are entitled to elect two (2) Directors to the Board, each of  whom shall be a Class E Member, or, in the case of a Member that is a corporation,  an owner of a Class E Member or a senior executive employed by a Class E Member  with Annual Sales at the threshold determined by the Board in the fiscal year  immediately preceding their election; 

vi. The Class F Members are entitled to elect three (3) Directors to the Board, each of  whom shall be a Class F Member, or, in the case of a Member that is a corporation,  an owner of a Class F Member or a senior executive employed by a Class F Member  with Annual Sales at the threshold determined by the Board in the fiscal year  immediately preceding their election. 

c. Directors shall be elected for terms of two (2) years or such other term as may be determined  by Special Weighted Vote of the Members. 

d. A Special Director Vote and a Special Weighted Vote shall be required to amend Sections 5.03 (b), (c) and (d).

e. If Directors are not elected at a Meeting of Members, the incumbent Directors shall continue in  office until their successors are elected. 

5.04 Appointment of Directors 

Pursuant to the Articles, following the conclusion of the Annual Meeting in each year, by Special Director Vote, the Board may appoint Directors (the “Appointed Directors”) to hold office for a term expiring not later than the close of the next Annual Meeting. The number of Appointed Directors shall not exceed one-third (1/3) of the number of Directors elected by the Members at the previous Annual Meeting and the Board shall make best efforts to follow the allocation of directors set out in Section 5.03 hereof.

5.05 Appointment of Observer to the Board 

The Board may appoint one (1) non-voting observer to the Board for a term of two (2) years to represent federal, provincial and territorial governments. For further certainty, this appointment shall not restrict or preclude the Board from meeting in camera or without such observer present.

5.06 Ceasing to Hold Office 

A Director ceases to hold office when the Director dies, resigns, is removed from office by the Members in accordance with Section 5.07 of this By-Law, or no longer fulfils all the qualifications to be a Director set out in Section 5.02 of this By-Law, as determined in the sole discretion of the Board. 

5.07 Removal 

The Members may, by Ordinary Resolution passed at a Meeting of Members, remove any Director from office before the expiration of the Director’s term and may elect a qualified  individual to fill the resulting vacancy for the remainder of the term of the Director so removed,  failing which such vacancy may be filled by the Board. For further certainty, where a class of  Members has the authority to elect a Director, only that class of Members shall be entitled to  remove such Director. 

5.08 Filling Vacancies 

In accordance with and 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 number or the minimum or maximum  number of Directors, or from a failure of the Members to elect the number of Directors required  to be elected at any Meeting of Members. If there is not a quorum of the Board, or if the  vacancy has arisen from a failure of the Members to elect the number of Directors required to  be elected at any Meeting of Members, the Board shall forthwith call a Special Meeting to fill the  vacancy. If the Board fails to call such meeting or if there are no Directors then in office, any  Member may call the meeting. A Director appointed or elected to fill a vacancy holds office for  the unexpired term of their predecessor. 

5.09 Conflict of Interest 

In addition to the definition of conflict of interest set out in the Act, for the purposes of the  Corporation, a “conflict of interest” means a situation where there could exist the perception or  risk that the judgment of a Director or Officer, or the fiduciary duty of such individual to the  Corporation, could be influenced or appear to be influenced by: their personal interests or the  personal interests of their friends, family or business associates; the interests of another entity in  which they are involved, interested or to which they owe an obligation; or any interest or  relationship that is outside of the corporation, including in respect of disputes pursuant to the  Code. Every Director and Officer shall disclose to the Corporation the nature and extent of any  conflict of interest that the Director or Officer has in respect of any matter before the Board and, in  addition to any requirements of the Act in respect of such conflict, shall not vote on a motion in  respect of any subject on which the Director has a conflict. 

5.10 Confidentiality 

Every Director, Officer, and committee member shall respect the confidentiality of matters brought  before the Board or before any committee of the Board and shall not disclose same to any other  person unless such disclosure is authorized by the Board. 

5.11 Remuneration of Directors 

The remuneration of all Directors shall be determined from time to time by resolution of the Board.

SECTION 6 MEETINGS OF DIRECTORS

6.01 Calling of Meetings

Meetings of the Board may be called by the Chair, a Vice-Chair of the Board, or any two (2)  Directors at any time. If the Corporation has only one (1) Director, that Director may call and  constitute a meeting. 

6.02 Notice of Meeting 

Notice of the time and place for the holding of a meeting of the Board shall be given in the  manner provided in Section 8.01 of this By-Law to every Director not less than forty- eight (48)  hours before the time when the meeting is to be held. 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. Notice of an adjourned meeting is not required if the time and place of the adjourned  meeting is announced at the original meeting. Unless the By-Laws otherwise provide, no notice  of meeting need specify the purpose or the business to be transacted at the meeting except that  a notice of meeting of Directors shall specify any matter referred to in subsection 138(2) of the  Act that is to be dealt with at the meeting. 

6.03 Regular Meetings 

The Board may appoint a day or days in any month or months for regular meetings of the Board  at a place and hour to be named. A copy of any resolution of the Board fixing the place and time  of such regular meetings of the Board shall be sent to each Director forthwith after being passed,  but no other notice shall be required for any such regular meeting except if subsection 136(3) of  the Act requires the purpose thereof or the business to be transacted to be specified in the notice. 

6.04 Participation at Meeting by Telephone or Electronic Means 

If all of the Directors consent, a Director may, in accordance with the Regulations, participate in a  Board meeting, by means of a telephonic, electronic or other communications facility that  permits all participants to communicate adequately with each other during the meeting. A  Director participating in the meeting by such means shall be deemed for the purposes of the Act  to have been present at that meeting. A consent pursuant to this section may be given before or  after the meeting to which it relates and may be given with respect to all meetings of the Board  and committees of the Board. 

6.05 Quorum 

A majority of the number of Directors then in office constitutes a quorum for any meeting of the  Board. For the purpose of determining quorum, a Director may be present in person, or, as  authorized under this By-Law, by teleconference and/or by other electronic means. 

6.06 Votes to Govern 

Unless otherwise set out herein, at all meetings of the Board, every question shall be decided by  Ordinary Resolution. For further certainty, the Operating Rules and the Code shall only be  amended in accordance with Section 9.03 of this By-Law. A question or motion shall fail in the  case of an equality of votes. 

6.07 Resolutions in Writing 

A resolution in writing, signed by all the Directors entitled to vote on that resolution at a Board  meeting, shall be as valid as if it had been passed at a Board meeting. A copy of every such  resolution in writing shall be kept with the minutes of the proceedings of the Board or committee of Directors.

6.08 Committees 

The Board 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  Board shall see fit. The terms of reference and any other requirements relating to committees  shall be described in the Operating Rules. Any such committee may formulate its own rules of  procedure, subject to such regulations or directions as the Board may from time to time make in  accordance with the Operating Rules. Any committee member may be removed by resolution of  the Board of Directors.

SECTION 7 OFFICERS

7.01 Appointment 

The Board may annually, or more or less often as may be required, designate the offices of the  Corporation and specify the duties associated with such offices, appoint the Officers thereto,  including a chair or co-chairs of the Board (referred to as the “Chair” or “Co-Chair(s)”) and two (2)  or more Vice- Chairs of the Board (the “Vice-Chairs”, each a “Vice-Chair”), a secretary and a  treasurer of the Board (a “Secretary” and a “Treasurer” respectively) and such other Officers as it  deems appropriate. All Officers must be Directors. In addition, Officers must reside in Canada. Following the term of the First Elected Board, a Director must have served on the Board for a  minimum of one (1) year to be eligible to serve as an Officer. A Director may be appointed to any  office of the Corporation. Two (2) or more offices may be held by the same person. 

7.02 Duties of Officers. Unless otherwise specified by the Board which may, subject to the Act modify,  restrict or supplement such duties and powers, the offices of the Corporation, if designated and if  Officers are appointed, shall have the following duties and powers associated with their positions: 

a. The Chairshall facilitate highly effective Board performance and ensure the Corporation fulfils  its mandate and responsibilities. The Chair shall, when present, preside at all meetings of the  Board and of the Members. The Chair will conduct all aspects of the role of Chair with the application of governance best practices. The Chair shall have such other duties as the  Board may determine. The Board may appoint Co-Chairs at its discretion and may divide the  duties of the Chair between such Co-Chairs. 

b. The Vice-Chair or Vice-Chairs shall carry out the Chair’s duties where the Chair is unable or  refuses to Act. Where there is more than one (1) Vice-Chair in office, in the absence of the  Chair the Board shall determine which of the Chair’s responsibilities shall be performed by  each Vice-Chair. The Vice-Chair(s) will provide support and assistance to the Chair in carrying out their responsibilities. The Vice-Chair(s) shall have such other duties as the Chair orBoard  may determine. 

c. The Treasurer shall have charge and custody of and be responsible for all funds and securities  of the Corporation; receive and give receipts for moneys due and payable to the Corporation  from any source whatsoever, and deposit all such moneys in the name of the Corporation in  such banks, trust companies or other depositories as shall be selected by the Board. The  Treasurer shall have such other duties as the Chair or Board may determine. 

d. The Secretary shall keep the minutes of the Meetings of the Members and of the meetings of  the Board, in one or more books provided for that purpose; see that all notices are duly given  to the Members and Directors in accordance with the provisions of the By-Laws, or as required by law, be custodian of the corporate seal and of the records of the Corporation, and see that  the seal is affixed to all documents requiring the same; keep a register of the post office  address of each Member and Director, which address shall be furnished to the Secretary by  each such Member and Director; and make any and all reports as may from time to time be  required of the Corporation. The Secretary shall have such other duties as the Chair or Board  may determine. 

7.03 Removal of Officers 

Officers shall be subject to removal by the Board at any time, with or without cause.

7.04 Vacancies 

Each Officer shall continue in office until the earlier of: 

a. that Officer’s resignation, which resignation shall be effective at the time the written  resignation is received by the Secretary or at the time specified in the resignation, whichever is  later; 

b. the appointment of their successor in office; 

c. that Officer ceasing to be a Director or a Member, if such is a necessary qualificationof  appointment; 

d. that Officer’s removal by the Board; 

e. that Officer’s inability to carry out their duties; or 

f. that 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 NOTICES

8.01 Method of Giving Notices 

Any notice (which term includes any communication or document) to be given (which term  includes sent, delivered or served) pursuant to the Act, the Articles, the By-Laws or otherwise to  a Member, Director, Officer or member of a committee of the Board or to the public accountant  shall be sufficiently given: 

a. if delivered personally to the person to whom it is to be given or if delivered to such  person’s address as shown in the records of the Corporation or in the case of notice to  a Director to the latest address as shown in the last notice that was sent by the  Corporation in accordance with Sections 128 or 134 of the Act and received by the Director; or 

b. if mailed to such person at such person’s recorded address by prepaid ordinary or air mail; or

c. if sent to such person by telephonic, electronic or other communication facility at such  person’s recorded address for that purpose; or 

d. if provided in the form of an electronic document in accordance with Part 17 of the  Act. 

A notice so delivered shall be deemed to have been given when it is delivered personally or to  the recorded address as aforesaid; a notice so mailed shall be deemed to have been given when  deposited in a post office or public letter box; and a notice so sent by any means of transmitted  or recorded communication shall be deemed to have been given when dispatched or delivered  to the appropriate recipient company or agency or its representative for dispatch. The Secretary  may change or cause to be changed the recorded address of any Member, Director, Officer,  public accountant or member of a committee of the Board in accordance with any information  believed by the Secretary to be reliable. The declaration by the Secretary that notice has been  given pursuant to this by-law shall be sufficient and conclusive evidence of the giving of such  notice. The signature of any Director or Officer of the Corporation to any notice or other  document to be given by the Corporation may be written, stamped, type-written or printed or  partly written, stamped, type-written or printed. 

8.02 Computation of Time 

If a given number of days’ notice or notice extending over a period is required to be given under  the By-Laws, the day of service, posting or other delivery of the notice shall not, unless it is  otherwise provided, be counted in such number of days or other period. 

8.03 Undelivered Notices 

If any notice given to a Member is returned on two (2) consecutive occasions because such  Member cannot be found, the Corporation shall not be required to give any further notices to such  Member until such Member informs the Corporation in writing of their new address. 

8.04 Omissions and Errors 

The accidental omission to give any notice to any Member, Director, Officer, member of a  committee of the Board or public accountant, or the non-receipt of any notice by any such  person or any error in any notice not affecting its substance shall not invalidate any action taken  at any meeting to which the notice pertained or otherwise founded on such notice. 

8.05 Waiver of Notice 

Any Member, Director, Officer, member of a committee of the Board or public accountant may  waive or abridge the time for any notice required to be given to such person, and such waiver or  abridgement, whether given before or after the meeting or other event of which notice is  required to be given shall cure any default in the giving or in the time of such notice, as the case  may be. Any such waiver or abridgement shall be in writing except a waiver of notice of a  meeting of Members or of the Board or of a committee of the Board, which may be given in any  manner.

SECTION 9 AMENDMENT OF CORPORATE DOCUMENTS

9.01 Amendment of Articles

Prior to the first Annual Meeting, any amendments to the Articles must be unanimously  approved by the Interim Members. At or following the first Annual Meeting, in addition to the  approvals required by the Act, all amendments to the Articles must be approved by Special  Weighted Vote. Any amendment to the Articles is effective on the date shown in the certificate  of amendment issued by Corporations Canada. Following the first Annual Meeting, a Special  Weighted Vote shall be required to amend this Section 9.01. 

9.02 Amendment By-Laws. 

Prior to the first Annual Meeting, any amendments to the By-Laws must be unanimously approved  by the Interim Members. At or following the first Annual Meeting, in addition to the approvals  required by the Act and except as may be otherwise set out herein, all amendments to the By-Laws  must be approved by Ordinary Weighted Vote prior to implementation of same. Any amendment  to the By-Laws is effective on the date of approval of same by the Members or the date identified  for implementation of the amendment in the resolution approving same. 

9.03 Amendment of Code. 

a. The term “Member Approval Date” means the earlier of the third Annual Meeting or a date to  be determined by the Board after which amendments to the Code will require approval of the  Members as set out herein. For further certainty, if the Board sets the Member Approval Date  such date must be no later than the third Annual Meeting. 

b. The first version of the Code will be approved by the Board and the Interim Members prior to  the first Annual Meeting, each by unanimous vote. 

c. Following the first Annual Meeting and prior to the Member Approval Date, the Code may only  be amended by a Special Director Vote. 

d. Following the Member Approval Date, the Code may only be amended with approval of the  Board and the Members, as follows: 

i. by resolution of the Board by Special Director Vote; and 

ii. by resolution of the Members by Member Code Vote. 

e. Any amendment to the Code is not effective until it has received the approval(s) set out above  and is thereafter effective on the date of final approval of same or the date identified for  implementation of the amendment in the resolution approving same. 

f. Following the Member Approval Date, any changes to this Section 9.03 must be approved by  Member Code Vote. Prior to the Member Approval Date, any changes to this Section 9.03  must be approved by special director vote.

g. Unanimous approval of the Board is required to approve the inaugural version and modify the Operating Rules prior to the election of the first elected Board. Following the election of the first elected Board, the Operating Rules shall only be amended by the Board by Special Director Vote.

SECTION 10 PARAMOUNTCY

Pending a French translation of these By-Laws being approved by the Board and Members in accordance with  the Act and this By-Law, the English version of this By-Law shall be paramount in the event of any discrepancy  or inconsistency between the English and French versions of this By-Law. On approval of the French  translation of the By-Laws by the Members, the English and French versions shall be equally valid and neither
shall be paramount. 11.01

SECTION 11 EFFECTIVE DATE

11. 01 Effective Date 

This By-Law shall be effective when approved by the Members.

[signature follows immediately]

CERTIFIED to be By-Law No. 1 of the Corporation, as approved by the Directors of the Corporation by resolution on the ____________ and by the Members of the Corporation by resolution on the __________. 

DATED as of the ______ day of ______ , 20__ . 

Name:

Title: