Bylaws

BY-LAW No. 1

 BE IT ENACTED AND IT IS HEREBY ENACTED
 as a By-law of
 MUDDY WATERS COMPUTER SOCIETY INC.,
 as follows:

 INTERPRETATION

 1.01 Definitions - In the by-laws of the Corporation, unless
 the context otherwise requires:

 ”Act” means the Manitoba Corporations Act, and any statute that may be substituted therefore, as from time to time amended;

 ”Appoint” includes “elect” and vice versa;

 ”Articles” means the Articles attached to the Certificate of
 Incorporation dated April 22, 1992, of the Corporation as
 from time to time amended or restated;

 ”Board” means the board of directors of the Corporation;

 ”By-laws” means this by-law and all other by-laws of the
 Corporation from time to time in force and effect;

 ”Corporation” means the corporation (incorporated) by
 certificate of (incorporation) under the Act and named

 1.02 Save as in paragraph 1.01, words and expressions defined in the Act have the same meanings when used herein; andwords importing the singular number 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.

 1.03 The corporation is a continuation of an unincorporated association known as the Muddy Water Computer Society, and except as herein provided all rights, obligations and privileges of members of the said association shall continue in full force and effect for the benefit and burden of the members of the corporation.

 BUSINESS OF THE CORPORATION

 2.01 Objectives - The objectives of the corporation are as
 follows:

 (a) to promote the use and understanding of microcomputers;

 (b) to engage in and provide a forum for the dissemination of information respecting microcomputers;

 (c) to co-operate with other organizations with similar interests and objectives;

 (d) to maintain a library of software available to the members, subject always to the lawful rights of the owners of any copyright thereto;

 (e) to engage in activities beneficial to the members of the corporation, and which promote the objectives stated above.

 2.02 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.

 2.03 Corporate Seal - The board may, by resolution, adopt a seal for the corporation.

 2.04 Financial Year - The financial year of the Corporation shall be as determined by the board.

 2.05 Execution of Instruments - Contracts, documents or any instruments in writing requiring the signature of the Corporation may be signed by the President or, in his absence or incapacity, the Past President and the Executive Secretary or Treasurer and all contracts, documents and instruments in writing so signed shall be binding upon the Corporation without any further authorization or formality. The board shall have power from time to time by resolution to appoint any officer or officers, person or persons on behalf of the Corporation either to sign contracts, documents and instruments in writing generally or to sign specific contracts, documents or instruments in writing. Any signing officer may affix the corporate seal to any instrument requiring the same.

 2.06 Banking Arrangements - The banking business of the Corporation including, without limitation, the borrowing of money and the giving of security therefore, shall 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 arrangements, instructions and delegations of powers as the board may from time to time prescribe or authorize.

 2.07 Withholding Information from Members - Subject to the provisions of the Act, no member shall be entitled to discovery of any information respecting any details or conduct of the Corporation’s business which, in the opinion of the board, it would be inexpedient in the interests of the members or the Corporation to communicate to the public. The board may from time to time determine whether and to what extent and at what time and place and under what conditions or regulations the accounts, records and documents of the Corporation or any of them shall be open to the inspection of members and no member shall have any right of inspecting any account, record or document of the Corporation except as conferred by the Act or authorized by the board or by resolution passed at a general meeting of members.

 2.08 Cheques, Drafts and Notes - All cheques, drafts or orders for payment of money and all notes and acceptances and bills of exchange shall be signed by such officer or officers or person or persons whether or not officers of the Corporation and in such manner as the board may from time to time designate.

 2.09 Corporate Records and Books of Account - The records and books of account of the Corporation may be kept either at the registered office or at such other place in Manitoba as the board may from time to time determine or approve.

 2.10 Payment of Organizational Expenses - The board may authorize the payment of all expenses incurred in setting up and registering the Corporation and all other expenses of or incidental to its formation and organization or which it considers preliminary.

  DIRECTORS

 3.01 Number of Directors and Quorum - Until changed in accordance with the Act, the board shall consist of those officers of the corporation elected under paragraph 5.01 and
the immediate Past President. The Past President shall be the person who last held the office of President immediately prior to the first term of office of the incumbent President. Subject to Section 3.08, the quorum for the transaction of business at any meeting of the board shall consist of a majority of the directors or such greater number of directors as the board may from time to time determine.

 3.02 Qualification - No person shall be qualified for election as a director if he is less than 18 years of age; if he is of unsound mind and has been so found by a Court in
 Canada or elsewhere; if he is not an individual; if he has the status of a bankrupt; or if he is not a member in good standing of the Corporation, provided, however, that any person who is an officer or director of any other Corporation which is a member of the Corporation may hold office as a director of the Corporation. A majority of the directors shall be resident Canadians.

 3.03 Election and Term - The directors’ term of office shall be from the date of the meeting at which they are elected until the second annual meeting of members following the meeting at which they were elected or until their successors are appointed. A retiring director, if qualified, shall be eligible for re-election. The election may be by resolution. If an election of directors is not held at the proper time, the incumbent directors shall continue in office until theirsuccessors are elected. A retiring director shall retain
office until the dissolution or adjournment of the meeting atwhich his successor is elected unless such meeting was called for the purpose of removing him from office as a director in which case the director so removed shall vacate office forthwith upon the passing of a resolution for his removal.

 3.04 Removal of Directors - Subject to the provisions of the Act, the members may by resolution passed at a special meeting remove any director from office and the vacancy created by such removal may be filled at the same meeting failing which it may be filled by the directors.

 3.05 Vacation of Office - A director ceases to hold office when he dies; he is removed from office by the members; he ceases to be qualified for election as a director; his written resignation is sent or delivered to the Corporation, or if a time is specified in such resignation, at the time sospecified, whichever is later; or if he is absent from
consecutive directors meetings.

 3.06 Vacancies - Subject to the Act, a quorum of the boardmay fill a vacancy in the board, except a vacancy resulting from an increase in the minimum number of directors or from a failure of the members to elect the minimum number ofdirectors. In the absence of a quorum of the board, or if thevacancy has arisen from a failure of the members to elect the minimum number of directors, the board shall forthwith call a special meeting of members to fill the vacancy. If the board fails to call such meeting or if there are no such directors then in office, any member may call the meeting.

 3.07 Action by the Board - The board shall manage the business and affairs of the Corporation. Subject to Sections 3.08 and 3.09, 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 of 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.

 3.08 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 approves 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.

 3.09 Meetings by Telephone - If all the directors 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 a 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.

 3.10 Place of Meetings - Meetings of the board may be held
at any place in or outside Canada.

 3.11 Calling of Meetings - Meetings of the board shall be held from time to time and at such place as the board, the President or any two directors may determine.

 3.12 Notice of Meeting - Notice of the time and place of each meeting of the board shall be given in the manner provided in Section 9.01 to each director not less than 48 hours before the time when 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 be specified, including any proposal to:

 (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 by-laws.

 A director may in any manner waive notice of or otherwise consent to a meeting of the board.

 3.13 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.

 3.14 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.

 3.15 Regular Meetings - The board may appoint a day or days in any month or months for regular meetings of the board at a place and hour to be named. A copy of any resolution of the board fixing the place and time of such regular meeting shall be sent to each director forthwith after being passed, but no other notice shall be required for any such regular meeting except where the Act requires the purpose thereof or the business to be transacted thereat to be specified.

 3.16 Chairman - The Chairman 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; president or a vice-president who is a director. If no such officer is present, the directors present shall choose one of their number to be Chairman.

 3.17 Votes to Govern - At all meetings of the board every question shall be decided by the majority vote of those directors present at the meeting.

 3.18 Conflict of Interest - A director or office who is a party to, or who is a director or officer of or has a material interest in any person who is a party to, a material contract
or proposed material contract with the Corporation shall disclose the nature and extent of his interest at the time and in the manner provided by the Act. Any such contract or
proposed contract shall be referred to the board or members for approval even if such contract is one that in the ordinary course of the Corporation’s business would not require approval by the board or members, and a director interested in a contract so referred to the board shall not vote on any resolution to approve the same except as provided by the Act.

 3.19 Remuneration and Expenses - The directors of the Corporation shall serve without remuneration, provided that a director may be paid reasonable expenses incurred by him in the performance of his duties. Nothing herein contained shall preclude any director from serving the Corporation in any other capacity and receiving remuneration therefore.

 COMMITTEES

 4.01 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. A majority of the members of such committee shall be resident Canadians.

 4.02 Transaction of Business - Subject to the provisions of Section 3.09, 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.

 4.03 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.

 4.04 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 chairman and to regulate its procedure.

  OFFICERS

 5.01(r) Appointment - Not more than four officers in the Corporation shall be elected by the members at the annual meeting. All elected  officers are directors of the corporation. The board may from time  to time appoint such other officers and agents as it shall deem  necessary who shall have such authority and shall perform such duties as from time to time shall be prescribed by the board.

 5.01(a) The President of the Corporation shall be the only officer that must be selected from the elected directors. The other positions in the administration may or may not be held by other elected directors of the Corporation. A non-member of the Corporation may be appointed to a vacant officer’s role by a majority vote of the directors.

 5.02(r) Duties of Officers may be Delegated - In case of the absence or inability to act of the President, or any other director of the Corporation or for any other reason that the
board may deem sufficient the board may delegate all or any of the powers of such officers to any other officer or to any director for the time being. No officer of the corporation may delegate his authority to any person other than another officer of the corporation.

 5.03 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.

 5.04 Term of Office - The board, in its discretion, may remove any officer of the Corporation appointed by it, and the members, by special resolution, may remove any officer elected by them, without prejudice to such officer’s rights under any employment contract. Otherwise each officer appointed by the board or elected by the members shall hold office until his successor is appointed.

 5.05 Terms of Employment and Remuneration - The terms of employment and the remuneration of officers appointed by the board shall be settled by it from time to time.

 5.06 Conflict of Interest - An officer shall disclose his interest in any material contract or proposed material contract with the Corporation in accordance with Section 3.18.

 5.07 Agents and Attorneys - The board shall have power from time to time to appoint agents or attorneys for the Corporation in or outside Canada with such powers of management or otherwise (including the power to sub-delegate) as may be thought fit.

 5.08 Fidelity Bonds - The board may require such officers, employees and agents of the Corporation as the board deems advisable to furnish bonds for the faithful discharge of their powers and duties, in such form and with such surety as the board may from time to time determine.

 5.09 The President - The President shall if present, preside at all meetings of members and directors. He shall sign all instruments which require his signature and perform all duties incident to his office and shall have such other powers and duties as may from time to time be assigned to him by the board. As noted in 5.01(a), the President is the only position that is required to be one of the Corporations elected dirctors.

 5.10 The Past President - The Past President shall be vested with all powers and shall perform all the duties of the President in the absence or disability or refusal to act of the
President. The Past President shall also have such other powers and duties, if any, as may from time to time be assigned to him by the board.

 5.11 (r) The Executive Secretary - The Executive Secretary shall issue or cause to be issued notices for all meetings of the board of directors and members when directed so to do; have charge of the minute books of the Corporation; sign with the President or other signing officer or officers of the Corporation such instruments as require his signature; be the custodian of the seal of the corporation, if any, and all books, papers, records, correspondence, contracts and other documents belonging to the corporation, except such as are expressly required hereunder to be kept by other officers; provide the minutes of each meeting of the board to the board at its next meeting; have available at each meeting of the board a current copy of all by-laws and all resolutions and minutes of the board made within the previous two years; and shall perform such other duties as the terms of his engagement call for or the board may from time to time properly require of him.

 5.12 Treasurer - The Treasurer shall have the care and custody of all the funds and securities of the Corporation and shall deposit same in the name of the Corporation in such bank or banks or with such depositary or depositaries as the board may direct. He shall at all reasonable times exhibit his books and accounts to any director of the Corporation upon application at the office of the Corporation. He shall sign or counter sign such instruments as require his signature and shall perform all duties incident to his office or that are properly required of him by the board.

 5.13(r) Membership Secretary - The Membership Secretary shall maintain an up to date address list of all members, shall record and encourage attendance at member’s meetings, and shall promote the corporation whenever possible in order to attract new members. He shall provide a copy of the by-laws to a new member and upon request, to any prospective member.

 5.14 General Manager or Manager - The board may from time to time appoint a General Manager or Manager, who may but need not be one of the directors of the Corporation, and may delegate to him full authority to manage and direct the business and affairs of the Corporation (except such matters and duties which by law must be transacted or performed by the board or by the members in general meeting) and to employ and discharge agents and employees of the Corporation or may delegate to him any less power. If and so long as the General Manager or Manager is a director, he may but need not be known as managing director. He shall conform to all lawful orders given to him by the board of the Corporation. He shall at all reasonable times give to the directors or any of them all information they may require regarding the affairs of the Corporation.

PROTECTION OF DIRECTORS, OFFICERS AND OTHERS

 6.01 Limitation of Liability - 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 monies 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 monies, 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 for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of his office or in relation thereto, unless the same are occasioned by his 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.

 6.02 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 acts or acted at the Corporation’s request as a director or officer of a body corporate of which the Corporation is or was a member or creditor (or a person who undertakes or has undertaken any liability on behalf of the Corporation or any such body corporate) and his 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 him in respect of any civil, criminal or administrative action or proceeding to which he is made a party by reason of being or having been a director or officer of the Corporation or such body corporate, if

 (a) he acted honestly and in good faith with a view to the best interests of the Corporation;

 (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he had reasonable grounds for believing that his conduct was lawful.

 6.03 Insurance - Subject to the limitations contained in the Act, the Corporation may purchase and maintain such insurance for the benefit of its directors and officers as such, as the board may from time to time determine.

MEMBERS OF THE CORPORATION

 7.01 Admission of Members - The board of directors shall be solely entitled to determine who shall be entitled to become new members of the Corporation. In the case of members, other than individuals, such members shall be entitled to designate one person to represent them, but the board in its discretion may refuse to recognize any such designate or substituted designate if it does not approve of the person named. Designates may from time to time be changed by any member who is not an individual. The directors may set up special committees for the purpose of exercising the power of admitting members and approving designates, and such committee may but need not be composed of directors.

 7.02(r) Term of membership - The maximum membership term shall be twelve calendar months. The membership term for a new member shall commence upon the day of payment of the annual membership fee and shall continue until the end of the day prior to the twelfth calendar month in which the fee is paid. The membership term of a renewing member shall commence upon the expiry of the previous term and shall be for twelve months. The membership of any renewing member who fails to pay the required membership fee on or before the due date shall be terminated, without further notice, as of the end of the then current term.

 7.03 Membership Fees - The board may from time to time establish membership fees and application fees and any other fees in such amounts as it shall deem advisable, and may for such purpose establish different classes with different fees and subscriptions with respect to each class, and the discretion of what type of classes and the manner of determining the same shall be in the directors; provided however, that any change shall be brought before the next meeting of members and notice of such consideration shall be given. Any action of the directors as aforesaid unless rescinded at such meeting of members shall continue and be valid, but the members may at such meeting vary the actions of the directors as determined by a majority of members present.

 7.04 Non-refundable - All membership fees shall be non-refundable.

 7.05 Honorary Memberships - Honorary memberships for such term as may be deemed appropriate shall be open to members who have distinguished themselves by their service to the Corporation or the community and shall be conferred by the board at any regular or special meeting of the directors. Honorary members shall be exempt from payment of dues or assessments during the period of their honorary membership. They shall not vote and shall not be eligible for office. They may attend meetings of the board and enjoy such other benefits and privileges of the Corporation, but shall have no interest in the funds or property thereof.

 7.06 Lifetime Memberships - A lifetime membership may be granted by the board to any member for distinguished service to the Corporation and shall be conferred by the board at any regular or special meeting of the directors. Lifetime members shall be exempt from all further payment of dues or assessments and shall have all the rights and privileges of full membership in the corporation.

 7.07 Complimentary membership - A complimentary membership may be conferred upon any person by the President for such length of time and with such rights and privileges as the Board may from time to time determine by resolution.

 7.08 Cancellation of Membership - The membership of any member of the Corporation or the proposed membership of any person may be cancelled or denied by a vote of three-quarters of the directors present at any duly constituted meeting of the board, providing however, that not less than five days notice of such meeting and of the intention to consider this matter shall be given to the member or person involved and the member or person shall be entitled to be present at such meeting and to make representations. The vote whether to cancel or deny such membership shall be by secret ballot.

 7.09 Appeal from cancellation - A member whose membership has been cancelled or a person whose membership has been denied under the preceding paragraph may appeal to the members of the corporation, upon notice in writing to the corporation within thirty days of the meeting of the board at which the membership was cancelled or denied. The appeal shall be heard at the next annual meeting and the notice of appeal must be received by the corporation no later then 5:00 p.m. the day before the annual meeting. The chairman of the meeting shall ensure that the appellant and the board are given a reasonable opportunity to present their respective positions, including any relevant evidence. The cancellation or denial shall be sustained only upon a two-thirds majority vote of the members present at the meeting. A membership cancelled by the board under the preceding paragraph shall not be terminated until the expiry of the thirty day period for filing an appeal, or in the event an appeal is filed, until a decision is made by the members at the next annual meeting.

 7.10 Termination of Membership - The interest of a member in the Corporation is not transferrable and lapses and ceases to exist upon his death or when the period of his membership expires or when he ceases to be a member by resignation or otherwise in accordance with the by-laws of the Corporation. Any member may resign from membership upon notice in writing to the Secretary of the Corporation.

MEETINGS OF MEMBERS

 8.01 Annual Meetings - The annual meeting of members shall be held at such time in each year and, subject to Section 8.05, at such place as the board, from time to time determines, for the purpose of considering the financial statements and reports required by the Act to be placed before the annual meeting, electing directors, appointing auditors and for the transaction of such other business as may properly be brought before the meeting.

 8.02 Special Meetings - The board shall have power to call a special meeting of members at any time.

 8.03 General meetings - The general meeting shall be the principal vehicle for interaction among the members. At least three general meetings shall be held in each calendar year at such times and places as may be determined by resolution of the board. The annual meeting may be combined with one of the general meetings.

 8.04 Rules of Order - Subject to the provisions of the Act all meetings of the members shall be conducted in accordance with Robert’s Rules of Order.

 8.05 Place of Meetings - 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 Canada or, if all the members entitled to vote at the meeting so agree, at some place outside Canada.

 8.06 Notice of Meetings - Notice of the time and place of each meeting of members shall be given in the manner provided in Section 9.01 not less than 21, nor more than 50 days before the date of the meeting to each director, to the auditor and to each member who at the close of business on the record date, if any, for notice is entered in the Corporation’s record as a member entitled to vote at the meeting. Notice of a meeting of members called for any purpose other than consideration of the financial statements and auditor’s report, election of directors and reappointment of the incumbent auditor 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.

 8.07 List of Members Entitled to Notice - For every meeting of members, the Corporation shall prepare a list of members entitled to receive notice of the meeting and to attend and
vote thereat. The members listed shall be those registered at the close of business on the day immediately preceding the day on which notice of the meeting is given, or where no such notice is given, the day on which the meeting is held. The list shall be available for examination by any member during usual business hours at the registered office of the Corporation or at the place where the Corporation’s records are kept and at the place where the meeting is held.

 8.08 Record Date for Notice - The record date for the determination of the members entitled to notice of the meeting shall be the close of business on the day immediately preceding the day on which the notice is given.

 8.09 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 represented by proxy or if those not present or represented by proxy 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. If the meeting is held at a place outside Canada, members not present or represented by proxy, but who have waived
notice of or otherwise consented to such meeting, shall also be deemed to have consented to the meeting being held a such place.

 8.09 Chairman, Secretary and Scrutineers - The chairman 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: President, Past President, Executive Secretary or Treasurer. 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 number to be chairman. If the Secretary of the Corporation is absent, the Chairman shall appoint some person, who need not be a member, to act as Secretary of the meeting. If desired, one or more scrutineers, who need not be members, may be appointed by a resolution or by the chairman with the consent of the meeting.

 8.10 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 by-laws to be present at the meeting. Any other person may be admitted only on the invitation of the chairman of the meeting or with the consent of the meeting.

 8.11 Quorum - A quorum for the transaction of business at any meeting of members shall be ten percent of the members entitled to be present and vote at such meeting as shown in the records of the corporation as of the date of the meeting and in any event not less than 15 members, each being a member entitled to vote thereat or a duly appointed proxy holder for an absent member so entitled. If a quorum is present at the opening of any meeting of members, the members present or represented by proxy may proceed with the business of the meeting notwithstanding that a quorum is not present throughout the meeting. If a quorum is not present at the opening of any meeting of members, the members present or represented by proxy may adjourn the meeting to a fixed time and place but may not transact any other business.

 8.12 Right to Vote - Subject to the provisions of the Act as  to authorized representatives of any other body corporate, at any meeting of members in respect of which the Corporation has prepared the list referred to in Section 8.07, every person who is named in such list shall be entitled to one vote. In the absence of a list prepared as aforesaid in respect of a meeting of members, every person shall be entitled to vote at the meeting who at the time is entered in the Corporation’s records as a member carrying the right to vote at such meeting.

 8.13 Proxies - Every member entitled to vote at a meeting of members may appoint a proxy holder, or one or more alternate proxy holders, who need not be members, to attend and act at the meeting in the manner and to the extent authorized and with the authority conferred by the proxy. A proxy shall be in writing executed by the member and shall conform with the requirements of the Act.

 8.14 Time for Deposit of Proxies - The board may specify in a notice calling a meeting of members a time, preceding the time of such meeting by not more than 48 hours exclusive of non-business days, before which time proxies to be used at such meeting must be deposited. A proxy shall be acted upon only if, prior to the time so specified, it shall have been deposited with the corporation or an agent thereof specified in such notice or, if no such time is specified in such notice, unless it has been received by the Executive Administrator of the corporation or by the Chairman of the meeting or any
adjournment thereof prior to the time of voting.

 8.15 Votes to govern - At any meeting of members every question shall, unless otherwise required by the articles or by-laws or by-law, be determined by a simple majority of the votes cast. In the event of a tie vote the chairman shall have a second vote.

 8.16 Show of hands - Subject to the provisions of the Act, any question at a meeting of 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 chairman 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 questions, and the result of the vote so taken shall be the decision of the member upon the said question.

 8.17 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 or proxy holder 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 Chahrman shall direct. A requirement or demand for a ballot may be withdrawn at any time prior to the taking of the ballot. If a ballot is taken each person present shall be entitled to that number of votes provied by the Act or the articles, and the result of the ballot so taken shall be the decision of the members upon the said question.

 8.18 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.

 8.19 Resolution in Writing - A resolution in writing signed by all the 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 unless a written statement with respect to the subject matter of the resolution is submitted by a director or the auditors in accordance with the Act.

NOTICES

 9.01 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 by-laws 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 his recorded address or if mailed to him at his recorded address by prepaid ordinary or air mail or if sent to him at his 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 be have been given when deposited in a post office or public letter box; and a notice so sent by any means of transmitted or recorded communication shall be deemed to have been given when dispatched or delivered to the appropriate communication company or agency or its representative for dispatch. The Executive Administrator 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 him to be reliable.

 9.02 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 the notice shall be excluded and the date of the meeting or other event shall be included.

 9.03 Undelivered Notices - If any notice given to a member pursuant to Section 9.01 is returned on three consecutive occasions because the member cannot be found, the corporation shall not be required to give any further notices to such member until he informs the corporation in writing of his new address.

 9.04 Omissions and Errors - The accidental omission to give any notice to any member, director, officer, auditor or members of a committee of the board or the non-receipt 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.

 9.05 Waiver of Notice - Any member (or his duly appointed proxy holder), director, officer, auditor or members 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 under any provision of the Act, the regulations thereunder, the articles, the by-laws or otherwise and such waiver or abridgement shall cure the default in the giving or in the time of such notice, as the case may be. Any such waiver or abridgement shall be in writing except a waiver of notice of a meeting of members or of the board which may be given in any manner.

DISSOLUTION

 10.01(r) Divestiture of property - In the event of the dissolution or winding up of the corporation, all assets of the corporation, after satisfaction of its debts and obligations
and the costs, charges and expenses properly incurred in completing the dissolution or winding up, shall be conveyed to such charitable organizations or agencies as shall be
designated by a majority vote of the members, and which qualify for charitable status under the provisions of the Income Tax Act (Canada) and amendments thereto.

RULES AND REGULATIONS

 11.01(r) Board to prescribe - The board may prescribe such rules and regulations not inconsistent with these by-laws relating to the management and operation of the corporation as they deem expedient, provided that such rules and regulations shall have force and effect only until the next annual meeting of the members of the corporation when they shall be confirmed, and in default of confirmation at such annual meeting of members shall at and from that time cease to have force and effect.

ENACTMENT

 12.01(r) Date of Enactment - This by-law shall be effective as of April 23, 1992

SUNSET PROVISION

 13.01(r) Sunset - This by-law shall cease to have force and effect on June 31, 1992, unless ratified in existing or amended form by a two-thirds majority of those members present and entitled to vote at a general or special meeting of members.

Enacted by the Board of Directors this 23rd day of April, 1992.
 

 Jay Davidow - Chairman

 Derek Hay - Secretary

 Approved by the members this 23rd day of June, 1992.

 Derek Hay - Secretary

 Amendments to the Bylaws recorded with an “(r)” following the section where the amendment was recorded.