(Originally posted December 18, 2013; Amended July 21, 2016; Amended January 18, 2021)
A by-law relating generally to the conduct of the affairs of Islandora Foundation (the "Corporation").
BE IT ENACTED as a by-law of the Corporation as follows:
In this by-law and all other by-laws of the Corporation, unless the context otherwise requires:
● "Act" means the Canada Not-for-profit Corporations Act S.C. 2009, c. 23 including the Regulations made pursuant to the Act, and any statute or regulations that may be substituted, as amended from time to time;
● "articles" means the original or restated articles of incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement or revival of the Corporation;
● “authorized representative” means a person named to act as an authorized representative of a member pursuant to section 10;
● "board" means the board of directors of the Corporation and "director" means a member of the board;
● "by-law" 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;
● "meeting of members" includes an annual meeting of members or a special meeting of members; "special meeting of members" includes a meeting of any class or classes of members and a special meeting of all members entitled to vote at an annual meeting of members;
● “members” means all individuals or institutions (represented by an authorized representative) who participate in the activity of the Islandora community as Partners, Collaborators, or Supporters;
● "ordinary resolution" means a resolution passed by a majority of not less than 50% plus 1 of the votes cast on that resolution;
● “patron” means a person who has been accepted as a patron in accordance with section 26 and who has not ceased to be a patron;
● "proposal" means a proposal submitted by a member of the Corporation that meets the requirements of section 163 (Shareholder Proposals) of the Act;
● "Regulations" means the regulations made under the Act, as amended, restated or in effect from time to time;
● "special resolution" means a resolution passed by a majority of not less than two-thirds (2/3) of the votes cast on that resolution.
2. 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) of its officers or directors. 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-law or other document of the Corporation to be a true copy thereof.
3. Financial Year
● The financial year end of the Corporation shall be June 30 unless otherwise determined by the board.
4. 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 of directors 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 of directors may by resolution from time to time designate, direct or authorize.
5. Borrowing Powers
● The directors of the Corporation may, by way of a vote of the board:
● borrow money on the credit of the corporation;
● issue, reissue, sell, pledge or hypothecate debt obligations of the corporation;
● give a guarantee on behalf and mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the corporation, owned or subsequently acquired, to secure any debt obligation of the corporation.
6. Annual Financial Statements
● The Corporation shall send to the members a copy of the annual financial statements and other documents referred to in subsection 172(1) (Annual Financial Statements) of the Act or a copy of a publication of the Corporation reproducing the information contained in the documents. Instead of sending the documents, the Corporation may send a summary to each member along with a notice informing the member of the procedure for obtaining a copy of the documents themselves free of charge. The Corporation is not required to send the documents or a summary to a member who, in writing, declines to receive such documents.
7. Membership Conditions
● Subject to the articles, there shall be three (3) classes of membership in the Corporation, namely, Partners, Collaborators, and Supporters. A member will be admitted automatically based on payment of the applicable membership fee. Members will remain in the Corporation as long as the annual membership fees are paid in full within 60 days of the previous membership term. The following conditions of membership shall apply:
■ Partners shall be organizations or institutions that have paid a Partner-level membership fee to the Corporation.
■ The term of membership of a Partner shall be annual, subject to renewal in accordance with the policies of the Corporation.
■ As set out in the articles, each Partner is entitled to the benefits outlined in the Benefits of Membership document.
■ Collaborators shall be organizations or institutions that have paid a Collaborator-level membership fee to the Corporation.
■ The term of membership of a Collaborator shall be annual, subject to renewal in accordance with the policies of the Corporation.
■ As set out in the articles, each Collaborator is entitled to the benefits outlined in the Benefits of Membership document.
■ Supporters shall be organizations or institutions that have paid a Supporter-level membership fee to the Corporation.
■ The term of membership of a Supporter shall be annual, subject to renewal in accordance with the policies of the Corporation.
■ As set out in the articles, each Supporter is entitled to the benefits outlined in the Benefits of Membership document.
● Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendments to this section of the by-laws if those amendments affect membership rights and/or conditions described in paragraphs 197(1)(e), (h), (l) or (m).
8. Members’ Rights
● Each member shall be entitled to receive notice of, attend and, subject to section 9, vote at all meetings of the members of the Corporation.
● Except as otherwise provided in the Act or the articles, voting rights of each class of members shall be as follows:
(a) subject to paragraph (b), each Partner, Collaborator, and Supporter shall be entitled to one (1) vote on all matters brought before the members; and
(b) so long as there shall be at least one (1) Partner in office, then the Collaborators and Supporters shall not be entitled to vote on the election of a director pursuant to section 29 and the Partners shall be the sole class of members entitled to vote on the election of a director.
10. Appointment of Authorized Representative
● A member that is a corporation or other entity shall, from time to time, in writing:
(a) appoint a person who shall be its authorized representative;
(b) remove and/or replace a person as its authorized representative.
● Each such member shall provide the details and contact information of the authorized representative to be appointed, removed or replaced from time to time to the Secretary, who shall immediately update the Corporation’s records for the purposes of providing notice of all meetings to which the authorized representative is entitled to exercise the rights provided in section 11.
● The board shall have authority to require the replacement of any authorized representative for any reason that the board in its sole and absolute discretion considers to be reasonable, having regard to the purpose of the Corporation.
11. Rights of Authorized Representative
● Unless the Corporation receives written notification from a member that an authorized representative has been removed or shall not otherwise attend, act or vote on behalf of the member in respect of a particular meeting or matter brought before the members, the authorized representative shall be entitled to:
a) receive notice of any meeting the member is entitled to receive;
b) attend, speak at, and vote at a meeting at which the member is entitled to vote; and
c) execute a written resolution on behalf of the member.
12. Membership Transferability
● A membership may only be transferred to the Corporation. Pursuant to Section 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to add, change or delete this section of the by-laws.
13. Annual Meeting
● An annual meeting shall be held within Canada, unless a place outside Canada is specified in the articles or if all members entitled to vote at the meeting consent to holding the annual meeting at a place outside Canada, at a place and date and time determined by the board.
● The annual meeting shall be held not later than fifteen (15) months following the last annual meeting provided that any annual meeting shall be held within six (6) months of the financial year end of the Corporation.
● The board may at any time call a special meeting of members.
14. Notice of Members Meeting
● Notice of the time and place of a meeting of members shall be given to each member entitled to vote at the meeting by electronic or other communication facility to each member entitled to vote at the meeting, during a period of 21 to 35 days before the day on which the meeting is to be held.
● Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to the by-laws of the Corporation to change the manner of giving notice to members entitled to vote at a meeting of members.
15. Members Calling a Members' Meeting
● The board of directors shall call a special meeting of members in accordance with Section 167 of the Act, on written requisition of members carrying not less than 40% of the voting rights. 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.
16. Absentee Voting at Members' Meetings
● Pursuant to section 171(1) (Absentee Voting) of the Act, a member entitled to vote at a meeting of members may vote by electronic ballot or other communication facility if the Corporation has a system that:
○ enables the votes to be gathered in a manner that permits their subsequent verification and
○ voting will be held open for five days following a Members’ Meeting. After five days, any members who have not voted will be counted as “abstentions”.
● Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to the by-laws of the Corporation to change this method of voting by members not in attendance at a meeting of members.
17. Membership Dues
● Members shall be notified in writing of the membership dues at any time payable by them and, if any are not paid within sixty (60) days of the membership renewal date the members in default shall automatically cease to be members of the Corporation.
18. Termination of Membership
● A membership in the Corporation is terminated when:
○ the member dies, or, in the case of a member that is a corporation, the corporation is dissolved;
○ a member fails to maintain any qualifications for membership described in the section on membership conditions of these by-laws;
○ the member resigns by delivering a written resignation to the chair of the board of the Corporation in which case such resignation shall be effective on the date specified in the resignation;
○ the member is expelled in accordance with any discipline of members section or is otherwise terminated in accordance with the articles or by-laws;
○ the member's term of membership expires; or
○ the Corporation is liquidated or dissolved under the Act.
19. Effect of Termination of Membership
● 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.
20. Place of Members' Meeting
● Subject to compliance with section 159 (Place of Members' Meetings) of the Act, meetings of the members may be held online, or at any place within Canada determined by the board or, if all of the members entitled to vote at such meeting so agree, outside Canada.
21. Chair of Members' Meetings
● In the event that the chair of the board and the vice-chair of the board are absent, the members who are present and entitled to vote at the meeting shall choose one of their number to chair the meeting.
22. Quorum at Members' Meetings
● A quorum at any meeting of the members (unless a greater number of members are required to be present by the Act) shall be a majority of the members entitled to vote 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.
23. Votes to Govern at Members' Meetings
● At any meeting of members every question shall, unless otherwise provided by the articles or by-laws or by the Act, be determined by a majority of the votes cast on the questions. In case of an equality of votes either on a show of hands or on a ballot or on the results of electronic voting, the chair of the meeting in addition to an original vote shall have a second or casting vote.
24. Participation by Electronic Means at Members' Meetings
● If the Corporation chooses to make available a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during a meeting of members, any person entitled to attend such meeting may participate in the meeting by means of such telephonic, electronic or other communication facility in the manner provided by the Act. A person participating in a meeting by such means is deemed to be present at the meeting. Notwithstanding any other provision of this by-law, any person participating in a meeting of members pursuant to this section who is entitled to vote at that meeting may vote, in accordance with the Act, by means of any telephonic, electronic or other communication facility that the Corporation has made available for that purpose.
25. Members' Meeting Held Entirely by Electronic Means
● If the directors or members of the Corporation call a meeting of members pursuant to the Act, those directors or members, as the case may be, may determine that the meeting shall 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.
● The board may, at its sole discretion, consider and approve the admission of individual persons to be patrons of the Corporation, provided they have paid the requisite patron fee, if any, as prescribed by the board from time to time. The criteria for such designation shall be as determined by the board.
● For greater certainty, a patron shall not be considered as either a director or a member, and is not entitled to notice of meetings of the board, any committee of the board or the members. A patron may be invited to attend and speak, but not vote, at any meeting of the board, committee of the board or members, at the invitation of the chair of the meeting.
27. Number of Directors
● The board shall consist of at least the minimum number and no more than the maximum number of directors set out in the articles. Immediately following confirmation of this by-law by the members, the number of directors shall be fixed at five (5) directors. The members thereafter delegate the right to fix the number of directors from time to time to the board.
28. Directors’ Qualifications
● Each director shall:
(a) be an individual who is at least eighteen (18) years of age;
(b) subject to section 31(b), be an employee or authorized representative of a Partner;
(c) not have the status of a bankrupt; and
(d) not be a person who has been declared incapable by a court in Canada or elsewhere.
29. Election and Term
(a) Directors shall be elected by the Partners at the first meeting of members after this by-law takes effect and at each subsequent annual meeting at which an election of directors is required.
(b) Each director shall hold office for two (2) years, to expire at the second annual meeting following election, or, if no successor is elected at the annual meeting, when a successor is elected.
(c) Directors may be re-elected for an unlimited number of consecutive or non-consecutive terms.
(d) If an election of directors is not held when required by this by-law, the incumbent directors shall continue in office until their successors are elected.
(e) In the event that it is not possible to identify sufficient candidates for election that meet the qualification in section 29(b), individuals may be elected that are employees or authorized representatives of any class of member.
● The board will prepare a slate of candidates for the seats on the board which will be vacant and for which an election will be held at each annual meeting. Candidates for election to the board shall be determined by the board from among individuals nominated by the Partners. The board may establish reasonable deadlines prior to the election of directors for the nomination of potential candidates.
● In selecting candidates for election, the board shall endeavor to ensure that each Partner has an equal opportunity over time to have its candidates nominated for election to the board.
31. Director Vacancies
(a) So long as a quorum of directors remains, if a vacancy occurs on the board the remaining directors may appoint another individual to fill that vacancy.
(b) If no quorum of directors remains, the Partners must fill the vacancy. The directors shall call a special meeting of the Partners to fill the vacancy as soon as possible. If the directors do not call the meeting of the Partners, or if there are no directors in office, any Partner may call the meeting.
(c) Notwithstanding the above, the directors may not fill a vacancy resulting from an increase in the fixed number of directors or the minimum or maximum number of directors, or from a failure to elect the minimum number of directors required by the articles. Vacancies arising in these circumstances must be filled by the Partners.
(d) A director elected or appointed to fill a vacancy shall hold office for the remainder of the unexpired term of the director who has vacated his or her office.
(e) In the event that it is not possible to identify sufficient candidates for election or appointment to fill a vacancy that meet the qualification in section 28(b), individuals that are employees or authorized representatives of any class of member may be elected or appointed to fill the vacancy.
32. Calling of Meetings of Board of Directors
● Meetings of the board may be called by the chair of the board, the vice-chair of the board or any two (2) directors at any time; provided that for the first organization meeting following incorporation, such meeting may be called by any director or incorporator.
33. Notice of Meeting of Board of Directors
● Notice of the time and place for the holding of a meeting of the board shall be given in the manner provided in the section on giving notice of meeting of directors of this by-law to every director of the Corporation not less than 14 days 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-law otherwise provides, 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) (Limits on Authority) of the Act that is to be dealt with at the meeting.
34. Votes to Govern at Meetings of the Board of Directors
● At all meetings of the board, every question shall be decided by a majority of the votes cast on the question. In case of an equality of votes, the chair of the meeting in addition to an original vote shall have a second or casting vote.
● 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. 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. Any committee member may be removed by resolution of the board of directors.
36. Appointment of Officers
● The board may designate the offices of the Corporation, appoint officers on an annual or more frequent basis, specify their duties and, subject to the Act, delegate to such officers the power to manage the affairs of the Corporation. A director may be appointed to any office of the Corporation. An officer may, but need not be, a director unless these by-laws otherwise provide. Two or more offices may be held by the same person.
37. Description of Offices
● 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:
○ Chair of the Board – The chair of the board, if one is to be appointed, shall be a director. The chair of the board, if any, shall, when present, preside at all meetings of the board of directors and of the members. The chair shall have such other duties and powers as the board may specify.
○ Vice-Chair of the Board – The vice-chair of the board, if one is to be appointed, shall be a director. If the chair of the board is absent or is unable or refuses to act, the vice-chair of the board shall, when present, preside at all meetings of the board of directors and of the members. The vice-chair shall have such other duties and powers as the board may specify.
○ Treasurer – The treasurer shall be a director and have such powers and duties as the board may specify.
○ Secretary - The Secretary shall attend and be the secretary of all meetings of the board, members and committees of the board. The secretary shall enter or cause to be entered in the Corporation's minute book, minutes of all proceedings at such meetings; the secretary shall give, or cause to be given, as and when instructed, notices to members, directors, the public accountant and members of committees; the secretary shall be the custodian of all books, papers, records, documents and other instruments belonging to the Corporation.
● One person may hold more than one office.
● The powers and duties of all other officers of the Corporation shall be such as the terms of their engagement call for or the board or president requires of them. The board may from time to time and subject to the Act, vary, add to or limit the powers and duties of any officer.
38. Term of Office of Officers
The term of office of each officer who is a director of the Corporation shall be two (2) years, to expire at the second annual meeting following election or appointment.
Any officer who is not a director shall, subject to any agreement entered into with such officer, serve at the pleasure of the board.
39. Vacancy in Office
● In the absence of a written agreement to the contrary, the board may remove, whether for cause or without cause, any officer of the Corporation. Unless so removed, an officer shall hold office until the earlier of:
○ the expiry of the officer’s term of office,
○ the officer's successor being appointed,
○ the officer's resignation,
○ such officer ceasing to be a director (if a necessary qualification of appointment) or
○ such officer's death.
○ If the office of any officer of the Corporation shall be or become vacant, the directors may, by resolution, appoint a person to fill such vacancy.
40. Invalidity of any Provisions of this By-law
● The invalidity or unenforceability of any provision of this by-law shall not affect the validity or enforceability of the remaining provisions of this by-law.
41. 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 where the Corporation has provided notice in accordance with the by-laws 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.
42. By-laws and Effective Date
● Subject to the articles, the board of directors may, by resolution, make, amend or repeal any by-laws that regulate the activities or affairs of the Corporation. Any such by-law, amendment or repeal shall be effective from the date of the resolution of directors until the next meeting of members where it may be confirmed, rejected or amended by the members by ordinary resolution. If the by-law, amendment or repeal is confirmed or confirmed as amended by the members it remains effective in the form in which it was confirmed. The by-law, amendment or repeal ceases to have effect if it is not submitted to the members at the next meeting of members or if it is rejected by the members at the meeting.
● This section does not apply to a by-law that requires a special resolution of the members according to subsection 197(1) (fundamental change) of the Act because such by-law amendments or repeals are only effective when confirmed by members.