By-Laws

BYLAWS OF
CALGARY CONSTRUCTION ASSOCIATION

ARTICLE 1
NAME AND AFFILIATION

1.1 Name

The name of the Society is Calgary Construction Association.

ARTICLE 2 INTERPRETATION

2.1 Definitions

In this bylaw the following capitalized words have the following meanings and other words left undefined, as applicable, have the meanings defined by the Act:
(a) “Act” means the Societies Act, RSA 2000, c. S-14 and the regulations under the Act from time to time.
(b) “Active Member” means a properly constituted organization or an individual engaged in the construction industry or carrying on a business for the purpose of providing service or materials to any other person, firm or organization engaged in the construction industry, approved for such membership by the Board and in compliance with any other conditions or criteria for such membership as established by these Bylaws or the Board from time to time.
(c) “Annual General Meeting” will mean the meeting of Members described in Section 4.1.
(d) “Associate Member” means a properly constituted organization or an individual approved for such membership by the Board and in compliance with any other conditions or criteria for such membership as established by these Bylaws or the Board from time to time.

(e) “Board” means the board of directors of CCA from time to time.

(f) “Bylaws” means the bylaws of CCA as amended from time to time.

(g) “CCA” means Calgary Construction Association.

(h) “Chair” means the Officer of the CCA elected by the Board to serve as Chair of the Board.

(i) “Director” means a director of the Board.

(j) “Honorary Member” means a properly constituted organization or an individual approved for such membership by the Board and in compliance with any other conditions or criteria for such membership as established by these Bylaws or the Board from time to time.

(k) “Life Member” means a properly constituted organization or an individual approved for such membership by the Board and in compliance with any other conditions or criteria for such membership as established by these Bylaws or the Board from time to time.

(l) “Member” means an Active Member, Associate Member, Honorary Member or a Life Member or such other member of the CCA as the Director determine from time to time.

(m) “Officer” has the meaning defined by Section 5.2.

(n) “Ordinary Resolution” means

(i) a resolution passed:

(A) at an Annual General Meeting or Special Meeting of which not less than 21 days’ notice specifying the intention to propose the resolution has been duly given, and
(B) by the vote of not less than a majority of those Members who, if entitled to do so, vote in person or by proxy, or
(ii) a resolution consented to in writing by all the Members who would have been entitled at an Annual General Meeting or Special Meeting to vote on the resolution in person or, where proxies are permitted, by proxy.

(o) “Record Date” has the meaning defined by Section 4.4(a).
(p) “Secretary” means the Officer elected or appointed by the Board to have the title Secretary, if any.
(q) “Section” means an industry category of Active Membership that is from time to time created, changed or rescinded by the Board.
(r) “Special Meeting” means a meeting of the Members other than an Annual General Meeting.
(s) “Special Resolution” means

(i) a resolution passed:

2.2 Notice

(A) at an Annual General Meeting or Special Meeting of which not less than 21 days’ notice specifying the intention to propose the resolution has been duly given, and
(B) by the vote of not less than 75% of those Members who, if entitled to do so, vote in person or by proxy, or
(i) a resolution consented to in writing by all the Members who would have been entitled at an Annual General Meeting or Special Meeting to vote on the resolution in person or, where proxies are permitted, by proxy.

Whenever a period of notice is required under these Bylaws, the day on which notice is given will not be counted as part of the notice period, but the day appointed by the notice for the event to which the notice relates will be counted as part of the notice period.

ARTICLE 3 MEMBERSHIP

3.1 Membership

(a) Membership will consist of Active Members, Associate Members, Honorary Members and Life Members and any other category of membership established by the Board from time to time. For certainty, Active Members will have the right to vote and Associate Members, Honorary Members and Life Members will not be entitled to vote.

(b) Active Members will be admitted to Membership and assigned by the Board to one Section from time to time as determined in the sole discretion of the Board.

(i) a Section from time to time; and

(ii) any conditions, policies, procedures or criteria for a Section or kind of membership that are not inconsistent with the terms of these Bylaws;

as the Board determines is in the best interests of the CCA.

3.2 Address of Members

(a) The Board will maintain a register of current Members in good standing together with an address for notice for each Member.

(b) Each Member will provide the Board with a mailing address for notices, and, if available and if requested by the Board, also a telephone number, a fax number or e-mail address, in each case if any. If fax numbers or e-mail addresses are available and provided to the Board, then they may be used for the purposes of giving any notice required to be given to Members pursuant to these Bylaws. Each Member will be responsible for informing the Board of any change of address that occurs while a Member is in good standing.

3.3 Membership Fees
The Board will establish the membership fees, dues, and other charges, in each case if any, to be paid by Members and the terms for paying such fees, dues, and other charges from time to time.

3.4 Withdrawal

Members may resign or withdraw from membership by written notice to the Board. The effective date of resignation or withdrawal will be the date on which the Board receives the notice or the date specified in the notice, whichever is later.

3.5 Expulsion or Suspension

The Board may, by a three quarters majority vote at a duly called meeting of the Board, expel or suspend, with or without conditions, any Member from membership if:

(a) the conduct of the Member is determined by the Board, in its sole discretion, to be improper, unbecoming of, or contrary to the interests or reputation of CCA; or,

(b) the Member materially breaches the Bylaws or any policy, rule, or regulation of CCA in effect from time to time.

3.6 Voting Rights of Members
A Member, with voting rights, will have one vote. A Member with voting rights will be entitled to vote in person or through one delegate or representative that has been authorized by written proxy to vote on behalf of such Member. Voting rights may only be exercised by a properly authorized individual who attends and votes at a duly called Member’s meeting. If a Member is not fully in compliance with membership fees, dues, and other charges, to be paid by Members and the terms for paying such fees, dues, and other charges as established by the Board from time to time, then notwithstanding anything to the contrary, such Member will not be entitled to exercise its voting rights, attend or participate in an Annual General Meeting or Special Meeting without express approval of the Board to do so.

ARTICLE 4 MEMBER MEETINGS

4.1 Annual General Meeting and Special Meetings

The Members of CCA will meet at least once every fiscal year at the Annual General Meeting for the purposes of:
(a) electing the Directors of CCA;

(b) presenting the financial statements and the auditors’ report to the Members;

(d) presenting the report of the Board to the Members; and,

(e) any other matters that properly come before the meeting.

4.2 Calling Members Meetings
(a) The Chair will call the Annual General Meeting and any Special Meetings on the direction of the Board by giving notice of the meeting, directly or via, or on behalf of the Chair, to the Members, the members of the Board and the Auditor. If the Chair fails to call a required meeting, then the Board will call the meeting or delegate the responsibility to call the required meeting to the Secretary, if any, or any other Officer.

(b) A Special Meeting may be requisitioned at any time by the written request of any 20 Members who are entitled to vote, addressed to the members of the Board and to CCA. Within ten (10) days of receiving such request, the Board will call the Special Meeting. A written requisition to hold a meeting will contain a description of the business to be conducted at such meeting. If the Board does not call a properly requisitioned meeting as required, then any one of the Members who signed the requisition may call the meeting.

4.3 Notice of Members Meetings
All Annual General Meetings and Special Meetings will require at least twenty-one (21) days’ and not more than fifty (50) days’ prior notice of the meeting. Such notice will specify the date, time, and place of the meeting and contain sufficient information for the Members, who are entitled to vote, to make an informed decision with respect to any proposed resolutions. For the purposes of giving notice to a Member, the last information on the books and records of CCA as of the Record Date will be the address to which notice will be sufficiently sent. If notice is sent by mail, fax, or e-mail, it will be considered given on the day it was sent.

4.4 Record Date
(a) The Directors may fix in advance a date as the record date for notice of a meeting of Members (“Record Date”), but such date shall not precede the meeting in question by more than fifty (50) days or by fewer than fourteen (14) days.

(b) If no Record Date for a particular meeting is fixed by the Directors, then the Record Date for such meeting of Members will be:

(i) 5:00 PM on the last business day preceding the day on which the notice is sent; or,

(ii) if no notice is sent, the day on which the meeting is held.

4.5 Waiver of Notice for Members Meetings

Waiver of notice of an Annual General Meeting or a Special Meeting may be given in writing to the Chair or in any other reasonable manner before or after the meeting. Attendance at a meeting will be considered to be a waiver of notice unless attendance is for the sole express purpose of objecting to the validity of the meeting.

4.6 Errors in Notice of Members Meetings
No error or omission in giving notice of any Annual General Meeting or Special Meeting or any adjournment thereof will invalidate such meeting or make void any proceedings or decisions made by the Members at such meeting unless such error or omission was caused by the wilful or grossly negligent conduct of the Chair, the Board, or the Member who prepared the notice.

4.7 Decisions of Members

All decisions of the Members, who are entitled to vote, will be made by Ordinary Resolution or by Special Resolution. Voting will be by a show of hands unless in the circumstances the chair of the meeting determines that it is appropriate to use secret ballots or if any of the Members present request that the vote be by secret ballot in which case the vote will be conducted by secret ballot. The chair of the meeting, if a Member, will not cast a vote unless there is a tie in which case the chair may cast a tie breaking vote.

4.8 Quorum for Member’s Meetings
(a) A quorum for all Annual General Meetings and Special General Meetings will be forty (40) of the Members who are eligible to attend, participate and vote at such meeting.

(b) If a quorum is present at the start of a meeting but ceases to be present after the meeting has started, the meeting may continue as if a quorum were still present.

(c) If a quorum is not present at the start of a meeting the chair of the meeting may adjourn the meeting to a time and place announced at the meeting. A reasonable effort will be made to notify those Members who were not present of the time and place of the adjourned meeting, however, the provisions of Section 4.3 do not apply and the time and place for the reconvened meeting will be at the discretion of the chair of the meeting. If a quorum is not present at the start of the reconvened meeting, the meeting may proceed as if a quorum were then present.

4.9 Participation in Meetings

(a) Except for matters of business properly brought before the meeting by the Board, only those persons entitled to vote at meetings of the Members will be permitted to make motions, speak to motions, or second motions from the floor.

(b) With the consent of a Member, who is entitled to vote and who is not physically present at a meeting of the Members, such Member may participate in the meeting by telephone or other communication device that permits all persons participating in the meeting to hear each other.

4.10 Chairman of Member’s Meetings

The Chair will act as chair of all meetings of the Members, and in the absence of the Chair, the next most senior Officer, and in the absence of both the Chair and the next most senior Officer, then any other member of the Board, may sit as chair with the consent of the majority of the Members present and entitled to vote.

ARTICLE 5 THE BOARD

5.1 Authority

(a) The Board will manage the business and affairs of CCA subject to the Bylaws and the Act.

(b) The Board may delegate its authority from time to time except its authority to:

(i) expel or indefinitely suspend a Director or a Member;

(ii) fill a vacancy on the Board;

(iii) borrow or raise money on the credit of CCA;

(iv) issue, sell or pledge securities of CCA; or

(v) charge, mortgage, hypothecate or pledge all or any of the real or personal property of CCA.

5.2 Number

(a) Effective as of the end of the 2020 Annual General Meeting the Board will consist of a minimum of one (1) individual appointed by each Section and up to twelve (12) additional Directors (“Directors at Large”) who are elected by the Members, who are entitled to vote, at an Annual General Meeting or a Special Meeting. Such Members will determine how many Directors at Large will be elected at an Annual General Meeting or Special Meeting by Ordinary Resolution.

(b) From the effective date of these Bylaws to the end of the 2020 Annual General Meeting the Board will consist of the Chair, a Senior Vice-Chair, Two Vice-Chairs, a Secretary-Treasurer, Past Chair (the “Elected Officers”) and one Director for each trade or business section of the membership and up to twelve directors at large. An executive committee made up of the Elected Officers (the Executive Committee”) may act in place and stead of the Board between Board meetings. Actions of the Executive Committee shall be reported to the Board for ratification. Effective as of the end of the 2020 Annual General Meeting, this subsection 5.2(b) will no longer be in force or effective.

5.3 Term of Office

(a) Subject to the remaining provisions of this Section 5.3, a Director will be elected or appointed for a term of two years commencing at the conclusion of the Annual General Meeting or Special Meeting at which such Director is elected or appointed, and expiring at the conclusion of the second succeeding Annual General Meeting or Special Meeting at which directors are elected or appointed.

(b) With the consent of the Board for such reasons as it may determine, a Director may be allowed to stand for re-election or re-appointment and to serve on the Board if re-elected or reappointed for more than four (4) consecutive terms, but in the ordinary course four (4) consecutive terms will be the longest permissible continuous period of service on the Board for any Director. However, after ceasing to be a Director for one complete term, such individual, if qualified to do so, may again stand for election or appointment as a Director and, if again elected or appointed, thereafter seek re-election or reappointment and may then serve another four (4) consecutive terms.

(c) Directors will be elected or appointed so that approximately one half of the Directors are elected or appointed each year at the Annual General Meeting.

5.4 Vacancies

(a) The Directors may fill any vacancy on the Board that results from an elected or appointed Director ceasing to hold office before the expiry of such Director’s term. A Director appointed by the Board to fill a vacancy will hold office for the unexpired term of the predecessor.

(b) If the Members fail to elect the minimum number of Directors at Large required at an Annual General Meeting, the remaining Directors then in office will call a Special Meeting to elect at least such minimum number, and if they fail to call a Special Meeting, the Special Meeting may be called by any Member who is entitled to vote. A Director elected at such Special Meeting will serve the balance of the term that he or she would have served if they had been elected at the AGM prior to the Special Meeting.

(c) If the Members fail to elect the minimum number of Directors required at a Special Meeting for that purpose, then the Board may proceed to carry on business of the Board without the minimum number of Directors until the end of the next Annual General Meeting.

(d) If the Members of a Section fail to appoint a Director at an Annual General Meeting, the remaining Directors then in office will have the ability to appoint a Director to fill that vacancy. A Director so appointed will serve the balance of the term that he or she would have served if they had been appointed at the AGM prior to their appointment by the Board.

5.5 Qualifications

(a) The following persons are disqualified from being a Director:

(i) anyone who is less than 18 years old;

(ii) anyone who

(A) is a represented adult as defined in the Adult Guardianship and Trusteeship Act or is the subject of a certificate of incapacity that is in effect under the Public Trustee Act,

(B) is a formal patient as defined in the Mental Health Act,

(C) is the subject of an order under The Mentally Incapacitated Persons Act, RSA 1970 c.232 appointing a committee of the person or estate, or both, or,

(D) has been found to be a person of unsound mind by a court elsewhere than in Alberta;

(iii) a person who is not an individual;

(iv) a person who is not a Member entitled to vote; or,

(b) A person who is elected or appointed a Director is not a Director unless:
(i) the person was present at the meeting when the person was elected or appointed and did not refuse to act as a Director, or
(ii) if the person was not present at the meeting when the person was elected or appointed:
(A) the person gave written consent to act as a Director before the person’s election; or
(B) the person has acted as a Director pursuant to the election or appointment.
(c) For the purpose of this subsection, a person who is elected or appointed to be a Director but refuses or fails to consent to or act as a Director is deemed not to have been elected or appointed a Director.

5.6 Removal of Directors

(a) The Board may remove any Director from the Board before the expiry of such Director’s term for any failure in the discharge of such Director’s duties including, without limitation, compliance with the Bylaws and policies of CCA, or for conduct that, in the sole opinion of the Board, reflects poorly on the Board or CCA. Removal of a Director by the Directors must be approved by at least three quarters of the votes cast by Directors voting in respect of the proposed resolution at a meeting called for that purpose. Written notice of the meeting and the proposed resolution must be given to the affected Director at least fourteen
(14) days before the date of the meeting. The notice will include a summary of the reasons for the proposed resolution. The Director will be given a reasonable opportunity to be heard at the proposed meeting before the Directors vote.

(b) The Members, who are entitled to vote, may, by Special Resolution, remove any Director from office before the expiration of such Director’s term of office and may, by a simple majority of votes cast at the same meeting, elect any person in the stead of such Director for the remainder of such removed Director’s term.

5.7 Nominations

(a) The Board will directly or via its appointment of a nominating committee prepare a list of persons nominated or standing for election to the Board to accompany the notice of the Annual General Meeting each year. If the number of candidates nominated or standing for election is equal to or less than the number of positions available, then the list will be presented as a slate and the slate will be declared elected at the meeting.
(b) Any Member, who is entitled to vote and in good standing may nominate an individual, who meets the qualifications described in Section 5.5, to stand for election as a Director at Large. Notice of such nomination must be delivered to the attention of the Chair by midnight on the 30th day preceding the Annual General Meeting or Special Meeting scheduled to elect directors, as the case may be. All such nominations must be accompanied by the written consent of the nominee.

5.8 Vacation of Office

A Director will cease to hold office upon death, resignation, removal from office or ceasing to be qualified to be a director. A resignation of a Director will be effective at the later of the time a written notice of resignation has been received by the Chair or the time specified in the written resignation.

5.9 Validity of Acts

An act of a Director is valid notwithstanding an irregularity in election or appointment or a defect in qualification.

5.10 Remuneration of Directors

No person will be entitled to be paid any remuneration by reason solely of being a Director of CCA. The Directors of CCA will be entitled to be reimbursed their reasonable pre-approved out of pocket expenses properly incurred in connection with the affairs of CCA that are consistent with any policy approved by the Board from time to time.

5.11 Conflict of Interest

(a) A Director will disclose to the other Directors, in writing or by requesting to have it entered in the minutes of a meeting or the resolutions of the Directors, the nature and extent of any interest that the Director has in a material contract or material transaction, whether made or proposed, with CCA if the Director:

(i) is a party to the contract or transaction;
(ii) is a director or officer or an individual acting in a similar capacity of a party to the contract or transaction; or,
(iii) has a direct or indirect material interest in a party to the contract or transaction.
(b) The disclosure required by subsection 5.11(a) will be made:

(i) at the meeting at which a proposed contract or transaction is first considered;

(ii) if the Director was not, at the time of the meeting referred to in subsection (a), interested in the proposed contract or transaction, at the first meeting after the Director becomes so interested;
(iii) if the Director becomes interested after a contract or transaction is made, at the first meeting after the individual becomes so interested; or,
(iv) if an individual who is interested in a contract or transaction later becomes a Director, at the first meeting after the individual becomes a Director.
(c) If a material contract or material transaction, whether entered into or proposed, is one that, in the ordinary course of CCA’s activities, would not require approval by the Directors, a Director will immediately after becoming aware of the contract or transaction, disclose in writing to the Board, or request to have entered in the minutes of a meeting or the written resolutions of the Board, the nature and extent of such Director’s interest.

(d) A Director required to disclose under subsection 5.11(b):

(i) will not vote on any resolution to approve the contract or transaction unless the contract or transaction is for an indemnity or insurance to reasonably protect the Director; and,
(ii) will not unduly attempt to influence the outcome of the vote on any resolution to approve the contract or transaction.
(e) Even if the conditions of this Section 5.11 are not met, a Director, acting honestly and in good faith, is not accountable to CCA for any profit realized from a contract or transaction for which disclosure is required, and the contract or transaction is not invalid by reason of the interest of the Director in the contract or transaction, if:

(i) the contract or transaction is approved by the Members, who are entitled to vote;

(ii) disclosure of the interest was made to the Members, who are entitled to vote, in a manner sufficient to indicate its nature and extent before the contract or transaction was approved or confirmed; and,
(iii) the contract or transaction was reasonable, fair, and in the best interests of CCA when it was approved or confirmed.

ARTICLE 6 DIRECTOR’S MEETINGS

6.1 Decisions of Directors

All decisions of the Board will be made by resolution passed by a majority of those present and voting at a meeting of the Board. In the case of a tie, the chair of the meeting will have a second or casting vote.

6.2 Written Resolution in Lieu of Directors Meeting

A written resolution of the Directors signed by all of the Directors in lieu of a meeting will be as valid as if the resolution were passed at a duly called meeting of the Board. Furthermore, if all of the Directors have consented expressly or by their conduct to the use of email or other similar mode of communication as being acceptable for the conducting of Board business, then a Director may signify assent to a proposed resolution communicated via email by so responding from such Director’s email account, and if all such messages of response taken together signify unanimous consent to such proposed resolution, then all such messages taken together will be deemed to comprise a single written resolution.

6.3 Place of Directors Meetings

Meetings of the Directors and any committees of the Board may be held at any place in the City of Calgary or any other place as determined from time to time by the Board.

6.4 Notice for Directors Meetings

(a) Except as required by subsection 5.6(a), notice of the time and place for holding any meeting of the Directors will be sent to each Director not less than seven (7) days before the date of the meeting. Notice of the meeting may, but unless otherwise required by these Bylaws, need not state the business to be conducted at the meeting.

(b) The accidental omission to give notice by or to any person will not invalidate any resolution passed or proceeding taken at such meeting.

6.5 Waiver of Notice for Directors Meetings

Waiver of notice for any meeting of the Directors may be given in writing to the Chair or in any other reasonable manner before or after the meeting. Attendance at a meeting will be considered to be a waiver of notice unless undertaken for the sole express purpose of objecting to the validity of the meeting.

6.6 Quorum for Director’s Meetings

(a) A quorum for any meeting of the Board will be ten (10) Directors.

(b) If a quorum is present at the start of a meeting but ceases to be present after the meeting has started, the meeting may continue as if a quorum were present.

(c) If a quorum is not present at the start of a meeting the chair of the meeting may adjourn the meeting to a time and place announced at the meeting. A reasonable effort will be made to notify those Directors who were not present upon such adjournment of the time and place of the adjourned meeting, however Section 6.4 does not apply in this case and the time and place of the reconvened meeting will be at the discretion of the chair of the meeting. If a quorum is not present at the start of the reconvened meeting, the meeting may proceed as if a quorum were present.

6.7 Participation by Telephone or Teleconference

With the consent of a Director who is not physically present at a meeting of the Board, such Director may participate in the meeting by telephone or other communication device that permits all persons participating in the meeting to hear each other.

6.8 Chairman of Director’s Meetings

The Chair will, when present, act as chair at all meetings of the Board. In the absence of the Chair, the next most senior Officer will act as chair in the place and stead of the Chair, and, in the absence of both the Chair and the next most senior Officer, a chair may be selected by a majority of those Directors present at the meeting.

ARTICLE 7
OFFICERS AND COMMITTEES OF CCA

7.1 Removal of Officers and Vacation of Office

An Officer will cease to be an officer upon resignation, upon removal from office, or upon ceasing to be a Director.

7.2 Duties and Responsibilities of Officers

The Board will elect such Officers, for such terms, as it determines are in the best interests of CCA. The Board will determine the authority and responsibility of each Officer from time to time. The Board, in the absence of any Officers who have been properly authorized, or the Officers who are properly authorized will, on behalf of the Board:

(a) keep minutes of meetings of the Members and the Board;
(b) keep a record of all Members of CCA and their addresses, and, if available and requested by the Board, phone numbers, fax numbers and email addresses;
(c) send all notices of meetings not otherwise sent by the Chair or other Director or Member as authorized by the Board or as directed or permitted by these Bylaws;
(d) will be responsible for seeing that proper books and records of all of CCA’s accounts and transactions are maintained;
(e) prepare for submission to the Annual General Meeting financial statements audited by a duly qualified independent accountant or accounting firm; and,
(f) have such other duties as may from time to time be delegated by the Board.

7.3 Committees

The Board may create standing and ad hoc committees with such mandates, authorities and directions as the Board determines to be necessary or useful in the discharge of its duties and obligations.

ARTICLE 8

GENERAL

8.1 Corporate Seal

The corporate seal for CCA will be kept by the Secretary or such other person as designated from time to time by the Board.

8.2 Fiscal Year

The fiscal year end of CCA will be determined by resolution of the Board from time to time, subject to applicable law.

8.3 Registered Office

CCA will have a registered office as determined by the Board from time to time.

8.4 Notice to CCA or the Board

Notice to CCA may be given to the registered office address for CCA. Notice to the Board as a whole may be given to the registered office address for CCA. Notice to any Director will be given to the address reflected on the books and records of CCA. Directors will be responsible for maintaining a current address for notice with the Corporation by providing written notice of any change to CCA.

8.5 Signing Authority

Subject to a resolution of the Board that may establish different or specific signing authority generally or for a particular purpose, the Chair and one other Officer will have authority to execute all agreements, documents and other instruments, with or without the corporate seal of CCA, on behalf of CCA.

8.6 Borrowing

The Board may from time to time:

(a) borrow or raise money on the credit of CCA;

(b) issue, sell or pledge securities of CCA; and,

(c) charge, mortgage, hypothecate or pledge all or any of the real or personal property of CCA including, without restriction, book debts, rights, powers, franchises or undertakings, to secure any securities or any money borrowed, or other debt, or any other obligation or liability of CCA;
provided that debentures will not be issued without the approval of a Special Resolution.

8.7 Inspection of Books and Records

The books and records of CCA may be inspected by any Member, who is entitled to vote, of CCA at any time upon giving reasonable notice and arranging a time satisfactory to the Chair or other Officer who is charged with maintaining those records. The Board as a whole and Directors individually will at all times have reasonable access to the books and records of CCA.

8.8 Amendment of Bylaws

These bylaws may be amended or altered at any time by Special Resolution. Any amendment will have full force and effect at the time it has been registered with the Registrar of Corporations.

8.9 Director and Officer Indemnity

Except in respect of an action by or on behalf of CCA or body corporate to procure a judgment in its favour, CCA will indemnify any Director or Officer of CCA, a former Director or Officer of CCA or a person who acts or acted at CCA’s request as a director or officer of a body corporate of which CCA is or was a shareholder or creditor, and such person’s heirs and legal representatives, against all costs, charges, and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by such person in respect of any civil, criminal, or administrative action or proceeding to which such person is made a party by reason of being or having been a Director or Officer of CCA or body corporate provided that the Director, Officer, director, or officer acted within the scope of the relevant authority and properly discharged all relevant duties as a director or officer.

8.10 Winding-Up and Dissolution

Upon the dissolution of CCA and after the payment of all debts and liabilities in accordance with the provisions of the Act, any remaining assets of CCA will be distributed, at the discretion of the Board, to one or more other non- profit or charitable organizations with objects similar to those o

Article by Admin

January 24, 2020