NO. 1 of LÖGBERG-HEIMSKRINGLA INCORPORATED
A ByLaw relating generally to the transaction of the business and affairs of
Lögberg-Heimskringla Incorporated (the ACorporation@).
BE AND IT IS HEREBY ENACTED as a bylaw of the Corporation as follows:
SECTION 1 INTRODUCTION
1.01 The ByLaw of the Corporation enacted previously, is hereby repealed and the within ByLaw is substituted therefor.
SECTION 2 INTERPRETATION
2.01 Definitions In the bylaws of the Corporation, unless the context otherwise requires:
(a) AAct@ means The Corporations Act (Manitoba) and any statute that may be substituted therefor, as from time to time amended;
(b) Aappoint@ includes Aelect@ and vice versa;
(c) Aarticles@ means the Articles of Incorporation of the Corporation as from time to time amended or restated;
(d) ABoard@ means the Board of Directors of the Corporation;
(e) Abylaws@ means this bylaw and all other bylaws of the Corporation from time to time in force and effect;
(f) ACorporation@ means the corporation incorporated by Articles of Incorporation under the Act and named Logberg-Heimskringla Incorporated;
(g) Ameetings of members@ means annual meetings of members and special meetings of members;
(h) Anonbusiness day@ means Saturday, Sunday and any other day that is a holiday as defined in The Interpretation Act (Manitoba); - 2 -
(i) Arecorded address@ means in the case of a member, director, officer, auditor or member of a committee of the Board, the latest address of such person as recorded in the records of the Corporation;
(j) Asigning officer@ means, in relation to any instrument, any person authorized to sign the same on behalf of the Corporation by Section 3.05 or by a resolution passed pursuant thereto;
(k) Gender Number and Persons Save as aforesaid, words and expressions defined in the Act have the same meanings when used herein; and words importing the singular include the plural and vice versa; words importing gender include the masculine, feminine and neuter genders; and words importing persons include individuals, bodies corporate, partnerships, trusts and unincorporated organizations.
SECTION 3 BUSINESS OF THE CORPORATION
3.01 Registered Office Until changed in accordance with the Act, the registered office of the Corporation shall be at the City of Winnipeg, in the Province of Manitoba and at such location therein as the Board may from time to time determine.
3.02 NonProfit The Corporation shall be notforprofit.
3.03 Corporate Seal Until changed by the Board, the corporate seal of the Corporation shall be in the form impressed.
3.04 Financial Year Until changed by the Board, the financial year of the Corporation shall end on the last day of December in each year.
3.05 Execution of Instruments Deeds, transfers, assignments, contracts, obligations, certificates and other instruments may be signed on behalf of the Corporation by two persons, consisting of one person who holds the office of Chairperson, secretary or treasurer, together with one of either the business manager or the business officer or any other office created by bylaw or resolution of the Board. In addition, the Board may from time to time direct the manner in which the person or persons by whom any particulars instrument or class of instruments may or shall be signed. Any signing officer may affix the corporate seal to any instrument requiring the same.
3.06 Banking arrangements The banking business of the Corporation, including, without limitation, the borrowing of money and the giving of security therefore, shall
3.07 - be transacted with such banks, trust companies or other bodies corporate or organizations as may from time to time be designated by or under the authority of the Board. Such banking business or any part thereof shall be transacted under such agreements, instructions and delegations of powers as the Board may from time to time prescribe or authorize.
SECTION 4 OBJECTS
4.01 Objects The objects of the Corporation are as follows:
(a) To preserve, strengthen and promote the Icelandic ethnic identity and heritage in North America, primarily through the publishing of a Newspaper and in the process to collect, maintain and publish in other formats, documents relating to the people of Icelandic descent;
(b) To hold meetings for mutual benefit with other organizations involved with the Icelandic identity and heritage;
(c) To encourage and promote Icelandic culture, including language and literature;
(d) To collect revenue to enable the Corporation to carry on its objectives;
(e) To receive donations of money and bequests and other property;
(f) To use the revenue of the Corporation to pay debts and operating expenses and to promote the objects of the Corporation and any surplus revenue left over after payment of liabilities shall be used to further extend the operations of the Corporation and promote the objects for which it is incorporated.
SECTION 5 MEMBERS
5.01 Membership in the Corporation shall be limited to persons interested in the furtherance of the objects of the Corporation and shall consist of any one whose subscription to the Newspaper of the Corporation and appropriate subscription fee have been received by the Board.
5.02 A person, upon making a contribution to the Corporation, may be entitled to such class of membership for which such contribution qualifies.
5.03 Memberships shall be based on contributions by Members for the period of twelve
- 4 - (12) months from the date upon which such contribution is received and memberships based on subscription fees shall be for the duration of the subscription.
5.04 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.
5.05 Any Member may be required to resign by a vote of threequarters (3/4) of the
Members of the Corporation at any duly convened meeting, provided that any such member shall be granted an opportunity to be heard at such meeting.
SECTION 6 BORROWING AND SECURITIES
6.01 Borrowing Power Without limiting the borrowing powers of the Corporation as set forth in the Act, the Board may from time to time:
(a) borrow money upon the credit of the Corporation;
(b) issue, reissue, sell or pledge bonds, debentures, notes or other evidence of indebtedness or guarantee of the Corporation, whether secured or unsecured; and
(c) mortgage, hypothecate, pledge or otherwise create an interest in or charge upon all or any property (including the undertaking and rights) of the Corporation, owned or subsequently acquired, by way of mortgage, hypothec, pledge or otherwise, to secure payment of any such evidence of indebtedness or guarantee of the Corporation.
Nothing in this section limits or restricts the borrowing of money by the Corporation on bills of exchange or promissory notes made, drawn, accepted or endorsed by or on behalf of the Corporation.
6.02 Delegation The Board may from time to time delegate to such one or more of the
Directors and Officers of the Corporation as may be designated by the Board all or any of the powers conferred on the Board by Section 6.01 or by the Act to such extent and in such manner as the Board shall determine at the time of each such delegation.
SECTION 7 DIRECTORS
7.01 Number of Directors The Corporation shall be managed by a Board of not fewer
- 5 - than six (6) and not more than fifteen (15) voting Directors and they shall be elected by the Members, save and except as hereinafter provided.
7.02 Quorum Subject to Section 7.10, the quorum for the transaction of business at any meeting of the Board of Directors shall consist of onethird (1/3) of the Directors.
7.03 Qualification No person shall be qualified for election as a Director if such person is less than 18 years of age; is not an individual; or has the status of a bankrupt. A majority of the Directors shall be resident Canadians. Each Director shall, at the time of election or appointment, or within ten (10) days thereafter and throughout their term of office:
(i) be a member of the Corporation having made an individual contribution to the Corporation of the minimum amount of $100.00 per year; and
(ii) be a subscriber to the newspaper of the Corporation in each year.
7.04 Election and Term The election of Directors shall take place at each annual meeting of Members and all the Directors then in office shall retire, but, if qualified, shall be eligible for reelection. The number of Directors to be elected at any such meeting shall be the number of Directors then in office unless the Directors or the Members otherwise determine. The election shall be by resolution. If an election of Directors is not held at the proper time, the incumbent Directors shall continue in office until their successors are elected or until the Director resigns by written notice to the Board or is otherwise removed by the Board.
(i) All Executive Positions be a two-year term: Chairperson, Vice-Chairperson, Treasure, and Secretary of the Board.
(ii) No limitation to people serving in these positions for more than two years.
7.05 Removal of Directors Subject to the provisions of the Act, the Members may by resolution passed by twothirds (2/3) of those present at a special meeting remove any Director from office and the vacancy created by such removal may be filled by the Directors.
7.06 Vacation of Office A Director ceases to hold office when a Director dies; a Director is removed from office by a vote of twothirds (2/3) of the Members at a special meeting of Members; a Director ceases to be qualified for election as a Director, or a Director=s written resignation is sent or delivered to the Corporation, or if a time is specified in such resignation, at the time so specified, whichever is later.
7.07 Vacancies Subject to the Act, a quorum of the Board may fill a vacancy in the Board, except a vacancy resulting from an increase in the minimum number of Directors. In the absence of a quorum of the Board, or if the vacancy has arisen from a failure of the Members to elect a minimum number of Directors, the Board shall forthwith call a special meeting of Members to fill the vacancy. If the Board - 6 - fails to call such meeting or if there are no such Directors then in office, any Member may call the meeting.
7.08 Action by the Board The Board shall manage the business of the Corporation.
Subject to Sections 7.09 and 7.10, the powers of the Board may be exercised by resolution passed at a meeting at which a quorum is present or by resolution in writing signed by all the Directors entitled to vote on that resolution at a meeting of the Board. Where there is a vacancy in the Board, the remaining Directors may exercise all the powers of the Board so long as a quorum remains in office.
7.09 Canadian Majority The Board shall not transact business at a meeting, other than filling a vacancy in the Board, unless a majority of the Directors present are resident Canadians, except where:
(a) a resident Canadian Director who is unable to be present approved in writing or by telephone or other communications facilities the business transacted at the meeting; and
(b) a majority of resident Canadians would have been present had that Director been present at the meeting.
7.10 Meetings by Telephone If all the Directors present consent, a Director may participate in a meeting of the Board or of a committee of the Board by means of such telephone or other communications facilities as permit all persons participating in the meeting to hear each other, and a Director participating in such meeting by such means is deemed to be present at the meeting. Any such consent shall be effective whether given before or after the meeting to which it relates and may be given with respect to all meetings of the Board and of committees of the Board held while a Director holds office.
7.11 Place of Meetings Meetings of the Board may be held at any place in or outside
Canada.
7.12 Calling of Meetings Meetings of the Board shall be held from time to time and at such place as the Chairperson and any five (5) Directors may determine.
7.13 Notice of Meeting Notice of the time and place of each meeting of the Board shall be given in the manner provided in Section 12.01 to each Director in writing not less than 48 hours before the time when the meeting is to be held, unless such notice is given by mail, in which case such notice shall be mailed at least 14 days prior to the date on which the meeting is to be held. A notice of a meeting of Directors need not specify the purpose of or the business to be transacted at the meeting, except where the Act requires such purpose or business to specified, including any proposal to: - 7 -
(a) submit to the Members any question or matter requiring approval of the Members;
(b) fill a vacancy among the Directors or in the office of auditor;
(c) approve any annual financial statements; or
(d) adopt, amend or repeal bylaws. A Director may in any manner waive notice of or otherwise consent to a meeting of the Board.
7.14 First Meeting of New Board Provided a quorum of Directors is present, each newly elected Board may without notice hold its first meeting immediately following the meeting of Members at which such Board is elected.
7.15 Adjourned Meeting Notice of an adjourned meeting of the Board is not required if the time and place of the adjourned meeting is announced at the original meeting.
7.16 Regular Meeting 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 meeting shall be sent to each director forthwith after being passed, but no other notice shall be required for any such regular meeting except when the Act requires the purpose thereof or the business to be transacted thereat to be specified.
7.17 Chairperson The Chairperson of any meeting of the Board shall be the first mentioned of such of the following officers as have been appointed and who is a Director and is present at the meeting: Chairperson, ViceChairperson, Secretary or Treasurer. If no such officer is present, the Directors present shall choose one of their number to be the chairperson.
7.18 Votes to Govern At all meetings of the Board every question shall be decided by a majority of the vote case on the question unless otherwise specifically provided for herein. In case of an equality of votes the chairperson of the meeting shall not be entitled to a second or casting vote.
7.19 Remuneration and Compensation The Directors shall receive no compensation or remuneration for their services as Directors and no Director shall directly or indirectly receive any profit from such position.
7.20 Powers and Duties The Directors of the Corporation shall be responsible for carrying out the policies and directives of the Corporation as determined at the annual meeting. The Directors of the Corporation shall govern the affairs of the - 8 - Corporation 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 exercise all such powers and do all such other acts and things as the Corporation is authorized to exercise and do in a manner consistent with the objects of the Corporation.
7.21 Regional Representatives The Board may appoint Regional Representatives in its sole discretion and Regional Representatives are deemed to be non voting Directors of the Board during their tenure as a Regional Representative and Regional Representatives may be removed by a majority vote of the voting Directors of the Board.
SECTION 8 COMMITTEES
8.01 Committee of Directors The Board may appoint a committee of Directors, however designated, and delegate to such committee any of the powers of the Board except those which, under the Act, a committee of Directors has no authority to exercise.
8.02 Transaction of Business Subject to the provisions of Section 7.10, the powers of a committee of Directors may be exercised by a meeting at which a quorum is present or by resolution in writing signed by all the members of such committee who would have been entitled to vote on that resolution at a meeting of the committee. Meetings of such committee may be held at any place in or outside Canada.
8.03 Notice of Meeting Notice of the time and place of meetings of Committee
Members shall be given to each Committee Member in writing not less than 48 hours before the time when the meeting is to be held, unless such notice shall be sent by mail in which case the notice shall be mailed at least 14 days prior to the date on which the meeting is to be held.
8.04 Advisory Committees The Board may from time to time appoint such other committees as it may deem advisable, but the functions of any such other committees shall be advisory only. Advisory Committee Members need not be members of the Corporation. The Board may delegate to an Advisory Committee such of its powers as it may deem advisable.
8.05 Procedure Unless otherwise determined by the Board, each committee shall have the power to fix its quorum at not less than a majority of its members, to elect its chairperson and to regulate its procedure.
8.06 Removal Any Committee Members may be removed by a majority vote of the Board.
- 9 -
8.07 Conflict of Interest A Director shall disclose an interest in any material contract or proposed material contract with the Corporation.
8.08 Remuneration Committee Members shall receive no remuneration for serving as such, but are entitled to reasonable expenses incurred in the exercise of their duty.
8.09 Public Statement No committee may make public statement or represent the Corporation without express consent of the Board.
8.10 Minutes All committees shall complete Minutes of all committee meetings, copies of which shall be provided to the Board upon request.
SECTION 9 OFFICERS
9.01 Appointment The Board may from time to time appoint a Chairperson, one or more ViceChairpersons (to which title may be added words indicating seniority or function), a Secretary, a Treasurer and such other officers as the Board may determine, including one or more assistants to any of the officers so appointed. The Board may specify the duties of and in accordance with this bylaw and subject to the provisions of the Act, delegate to such officers powers to manage the business and affairs of the Corporation. Subject to Sections 9.02 and 9.03, an officer may but need not be a Director and one person may hold more than one office.
9.02 Chairperson The Chairperson shall be the Chief Executive Officer and, subject to the authority of the Board, shall have general supervision of the business of the Corporation; and the Chairperson shall have such other powers and duties as the Board may specify.
9.03 ViceChairperson A ViceChairperson shall have such powers and duties as the Board or the Chief Executive Officer may specify.
9.04 Secretary The Secretary shall attend and be the Secretary of all meetings of the
Board, members and committees of the Board and shall enter or cause to be entered in records kept for that purpose minutes of all proceedings thereat; shall give or cause to be given as and when instructed, all notices to members, directors, officers, auditors and members of committees of the Board, shall be the custodian of the stamp or mechanical device generally used for affixing the corporate seal of the Corporation and of all books, papers, records, documents and instruments belonging to the Corporation, except when some other officer or agent has been appointed for that purpose; and shall have such other powers and duties as the Board or the Chief Executive Officer may specify. - 10 -
9.05 Treasurer The Treasurer shall keep proper accounting records in compliance with the Act and shall be responsible for the deposit of money, the safekeeping of securities and the disbursement of the funds of the Corporation, and shall have such other powers and duties as the Board of the Chief Executive Officer may specify.
9.06 Powers and Duties of Other Officers The powers and duties of all other officers shall be such as the terms of their engagement call for or as the Board or the Chief
Executive Officer may specify. Any of the powers and duties of an officer to whom an assistant has been appointed may be exercised and performed by such assistant, unless the Board or the Chief Executive Officer otherwise directs.
9:07 Variation of Powers and Duties The Board may from time to time and subject to the provisions of the Act, vary, add to or limit the powers and duties of any officer.
9:08 Term of Office The Board, in its discretion, may remove any officer of the Corporation. Otherwise each officer appointed by the Board shall hold office until his successor is appointed.
9:09 Conflict of Interest An officer shall disclose an interest in any material contract or proposed material contract with the Corporation.
SECTION 10 PROTECTION OF DIRECTORS, OFFICERS AND OTHERS
10:01 Limitation of Liability Subject to the provisions of the Act, no Director or Officer shall be liable for the acts, receipts, neglects or defaults of any other Director or Officer or employee, or for joining in any receipt or other act for conformity, or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired for or on behalf of the Corporation or for the insufficiency or deficiency of any security in or upon which any of the moneys of the Corporation shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious acts of any person with whom any of the moneys, securities or effects of the Corporation shall be deposited, or for any loss occasioned by any error of judgment or oversight on his part or from any other loss, damage or misfortune whatever which shall happen in the execution of the duties of such office or in relation thereto, unless the same are occasioned by such person's own wilful neglect or default; provided that nothing herein shall relieve any Director or Officer from the duty to act in accordance with the Act and the regulations thereunder or from liability for any breach thereof.
10:02 Indemnity Subject to the limitations contained in the Act, the Corporation shall indemnify a Director or Officer, a former Director or Officer, or a person who - 11 - undertakes or has undertaken any liability on behalf of the Corporation, and their heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred in respect of any civil, criminal or administrative action or proceedings to which such person is made a party by reason of being or having been a Director or Officer of the Corporation or such body corporate, if:
a) such person acted honestly and in good faith with a view to the best interest of the Corporation; and
b) in the case of a criminal or administrative action or proceedings that is enforced by a monetary penalty, such person has reasonable grounds for believing that such conduct was lawful.
10.03 Insurance Subject to the limitations contained in the Act, the Corporation may purchase and maintain insurance for the benefit of any Director against any liability incurred in their capacity as a Director or Officer of the Corporation.
10.04 The Corporation shall not tolerate harassment of any individual operating under the mandate of the Corporation or any member of the Corporation, including but not limited to employees, members of the Board, or Committee members operating within the Corporation by any individual or individuals.
(i) The Corporation shall maintain this commitment by setting in place policies and procedures to ensure adherence to this by-law, and resolution to any possible complaint under this by-law. These policies and procedures shall, from time to time, be reviewed to ensure that there is strict compliance to the legal codes of the incorporating province and country of the Corporation.
10.05 The Corporation does not tolerate bullying behaviour by any member of the Corporation, employee of the Corporation, Board member or other individual or individuals toward Corporation members in their work, paid or otherwise, which is conducted under the auspices of the Corporation. The Corporation will comply with the Manitoba Workplace Safety and Health Act, its Amendments to the Act, and its interpretations and definitions of workplace bullying.
(i) The Corporation commits to following guidelines laid out by the Canada Safety Council and the Winnipeg Regional Health Authority dealing with workplace bullying and to using policies and procedures which address any potential situation falling under their guidelines. From time to time, the policies and procedures may be reviewed to ensure strict compliance to the laws of the jurisdiction under which the Corporation operates.
SECTION 11 MEETINGS OF MEMBERS
11:01 Annual Meetings The annual meeting of members shall be held at such time in each year and, subject to Section 11:03, at such place as the Board or the Chairperson may from time to time determine, to audit financial statements for report to Members, to consider reports required by the Act to be placed before the annual meeting, to elect Directors, appoint auditors and to transact such other business as may properly be brought before the meeting.
11:02 Special Meetings The Board and the Chairperson or the Secretary shall have power to call a special meeting of members at any time.
11:03 Requisition of Meetings by Members The Board of Directors shall call a special general meeting of members on written requisition of members carrying not less than 51% of the voting rights.
11:04 Place of Meeting Meetings of members shall be held at the registered office of the Corporation or elsewhere in the municipality in which the registered office is situate, or, if the Board shall so determine, at some other place in Manitoba, or if all the members entitled to vote at the meeting so agree, at some place outside Manitoba.
11:05 Notice of Meetings Notice of the time and place of each meeting of members shall be given in the manner provided in Section 12:01 not less than 21 nor more than 40 days before the date of the meeting to each director, to the auditor and - 12 - each member entitled to vote thereat. Notice of a meeting of members called for the purpose other than consideration of the financial statements and auditor's or accountant's report, election of directors and reappointment of the incumbent auditor or accountant shall state the nature of such business in sufficient detail to permit the member to form a reasoned judgment thereon and shall state the text of any special resolution to be submitted to the meeting. A member may in any manner waive notice of or otherwise consent to a meeting of members.
11:06 Meetings Without Notice A meeting of members may be held without notice at any time and place permitted by the Act (a) if all the members entitled to vote thereat are present in person or if those not present waive notice of or otherwise consent to such meeting being held, and (b) if the auditors and the directors are present or waive notice of or otherwise consent to such meeting being held. At such a meeting any business may be transacted which the Corporation at a meeting of members may transact.
11:07 Chairperson, Secretary and Scrutineers The chairperson of any meeting of members shall be the first mentioned of such of the following officers as have been appointed and who is present at the meeting: Chairperson, a viceChairperson who is a member, or a secretary who is a member. If no such officer is present within 15 minutes from the time fixed for holding the meeting, the persons present and entitled to vote shall choose one of their members to be the chairperson. If the secretary of the Corporation is absent, the chairperson shall appoint some person, who need not be a member, to act as secretary of the meeting.
11:08 Persons Entitled to be Present The only persons entitled to be present at a meeting of members shall be those entitled to vote thereat, the directors and auditors of the Corporation and others who, although not entitled to vote, are entitled or required under any provision of the Act or the articles or bylaws to be present at the meeting. Any other person may be admitted only on the invitation of the chairperson of the meeting or with the consent of the meeting.
11:09 Quorum A quorum for the transaction of business at any meeting of members shall be a majority of members present in person and entitled to vote thereat, unless the act or these bylaws otherwise provide.
11:10 Votes to Govern At any meeting of members every question shall, unless otherwise required by the Articles or these bylaws under the Act be determined by the majority of the votes cast on the question. In case of an equality of votes either upon a show of hands or upon a poll, the chairperson of the meeting shall not be entitled to a second or casting vote.
11:11 Show of Hands Subject to the provisions of the Act, any question at a meeting of
- 13 - members shall be decided by a show of hands unless a ballot thereon is required or demanded as hereinafter provided. Upon a show of hands every person who is present and entitled to vote shall have one vote. Whenever a vote by show of hands shall have been taken upon a question, unless a ballot thereon is so required or demanded, a declaration by the chairperson of the meeting that the vote upon the question has been carried or carried by a particular majority or not carried and an entry to that effect in the minutes of the meeting shall be prima facie evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against any resolution or other proceeding in respect of the said question, and the result of the vote so taken shall be the decision of the members upon the said question.
11:12 Ballots On any question proposed for consideration at a meeting of members, and whether or not a show of hands has been taken thereon, any member entitled to vote at the meeting may require or demand a ballot. A ballot so required or demanded shall be taken in such manner as the chairperson shall direct. A requirement or demand for a ballot may be withdrawn at any time prior to the taking of the ballot.
11:13 Adjournment If a meeting of members is adjourned for less than 30 days, it shall not be necessary to give notice of the adjourned meeting, other than by announcement at the earliest meeting that is adjourned. If a meeting of members is adjourned by one or more adjournments for an aggregate of 30 days or more, notice of the adjourned meeting shall be given as for an original meeting.
11:14 Resolution in Writing A resolution in writing signed by all members entitled to vote on that resolution at a meeting of members is as valid as if it had been passed at a meeting of the members.
SECTION 12 NOTICES
12:01 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 regulations thereunder, the articles, the bylaws or otherwise to a member, Director, Officer, auditor or member of a committee of the Board shall be sufficiently given if delivered personally to the person to whom it is to be given or if delivered to such person's recorded address or if mailed at such person's recorded address by prepaid post or airmail or if sent at such person's recorded address by any means of prepaid transmitted or recorded communication. 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 - 14 - been received at the time it would have been delivered in the ordinary course of mail. The secretary may change or cause to be changed the recorded address of any member, director officer, auditor or member of a committee of the Board in accordance with any information believed by the secretary to be reliable.
12:02 Computation of Time In computing the date when notice must be given under any provision requiring a specified number of days' notice of any meeting or other event, the date of giving notice shall be excluded and the date of the meeting or\ other event shall be included.
12:03 Undelivered Notices If any notice given to members pursuant to Section 12.01 is returned on three consecutive occasions because such member cannot be found, the Corporation shall not be required to give any further notices to such member until the member informs the Corporation in writing of the member's new address.
12:04 Omissions and Errors The accidental omission to give any notice to any member, Director, Officer, auditor or member of a committee of the Board or the nonreceipt of any notice by any such person or any error in any notice not affecting the substance thereof shall not invalidate any action taken at any meeting held pursuant to such notice or otherwise founded thereon.
12:05 Waiver of Notice Any member, Director, Officer, auditor or member of a committee of the Board may at any time waive any notice, or waive or abridge the time for any notice, required to be given to such person under the provisions of the Act, the regulations thereunder, the articles, the bylaws or otherwise and such waiver or abridgement shall cure any default in the giving or in the time of such notice, as the case may be. Any such waiver of notice of a meeting of members or of the Board which may be given in any manner.
SECTION 13 AUDIT AND ACCOUNTING
13:01 Appointment of Auditor or Accountant An auditor or accountant shall be appointed by the members of the Corporation at the annual meeting and shall hold office until the next annual meeting or until his successor is appointed, unless previously removed by resolution of the members of the Corporation at a special meeting.
13:02 Remuneration The remuneration of the auditor or accountant shall be approved by the members of the Corporation.
13:03 Financial Reports The auditor or accountant shall be supplied with a copy of the - 15 - financial reports and it shall be the auditor's or the accountant=s duty to audit or review same with the accounts and vouchers relating thereto. The auditor or accountant shall at all reasonable times have access to all the books and accounts of the Corporation.
SECTION 14 AMENDMENT OF BYLAWS
14:01 Amendment of ByLaws
This Bylaw shall not be amended, repealed or rescinded except by bylaw adopted at a meeting of the members of the Corporation by a vote of at least threequarters of the members at a general meeting of the Corporation duly called for that purpose.
SECTION 15 EFFECTIVE DATE
15.01 Effective Date This ByLaw shall come into force when confirmed by the members
in accordance with the Act.ENACTED by the Directors and Adopted by the Members as amended on the 18th day of October 2018
Chairperson of the Board and Members
Secretary of the Corporation
X:GOODMAN, A/LOGBERG.HEIMSKRINGLA/PROPOSED.BYLAWSOCTOBER.2018. *DOC