BY-LAW NO. 1A
A By-law relating generally to the transaction of the affairs of the MECHANICAL CONTRACTORS ASSOCIATION OF OTTAWA.
BE IT ENACTED AND IT IS HEREBY ENACTED as a By-law of the MECHANICAL CONTRACTORS ASSOCIATION OF OTTAWA (hereinafter called “the Corporation”) as follows:
HEAD OFFICE AND LOCATION OF OPERATIONS
1. Head Office
The head office of the Corporation shall be located in the City of Ottawa, in the Province of Ontario (subject to change by special resolution), and at such place within the City of Ottawa as the Board may designate from time to time by resolution.
The operations of the Corporation are to be carried on mainly within the City of Ottawa and elsewhere in Canada or where the situation warrants or as determined by the Board. Such operations are to be carried on without the purposes of gain for the Members and any profits or other accretions to the Corporation shall be used solely in promoting its objects.
1. The Corporation’s seal shall be in the form determined by resolution of the Board and shall remain in the custody of the Chairperson or General Manager of the Corporation and shall be lodged in the Corporation’s head office.
STATEMENT OF PURPOSE
2. The purpose of the Corporation shall be:
(2.a) To encourage, support and promote the advancement of Mechanical Contracting.
(2.b) To advance, encourage and promote all inventions and improvements in all aspects of Mechanical Contracting.
(2.c) To cultivate and promote the interchange of thoughts and ideas on problems and matters pertaining to Mechanical Contracting and to compile and distribute and to foster the compilation and distribution of information useful in the practice of Mechanical Contracting.
(2.d) To make representation with respect to Federal, Provincial and Municipal Legislation for the improvement of working conditions and Safety Laws in respect of Mechanical Contracting.
(2.e) To seek for the Mechanical Contractors equitable treatment in their relations with the manufacturers of and dealers in supplies.
(2.f) To promote, encourage and improve relations between employer and employee and to promote and advance the training of apprentices.
(2.g) To conduct trade promotion activities, including advertising, publicity and the holding of meetings, conferences, shows, exhibitions and career fairs or otherwise to apprise the public of the scope and character of Mechanical Contracting.
(2.h) To represent all Members and Non-Members who authorize the Corporation to act on their behalf in the negotiation, general application and administration and the interpretation of collective agreements and in the arbitration of any labour disputes.
(2.i) To become an accredited employers’ organization under the Labour Relations Act, 1995, as amended from time to time, and to regulate the relations between employers and employees in the construction industry and to represent such employers in the collective bargaining within any sector or sectors of the construction industry in any geographical area or areas as defined under the Labour Relations Act, 1995, as amended from time to time or as determined by the Ontario Labour Relations Board.
(2.j) To represent, take an interest in or assist in any action, which involves a matter of principle of interest to the Corporation.
(2.k) To do all other things as are necessary or incidental to the promotion and attainment of the purposes set out above.
In this By-law, the following words and phrases shall have the following meanings, respectively:
(3.a) “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.
(3.b) “Annual General Meeting” shall mean the annual general meeting of Members of the Corporation.
(3.c) “Board” shall mean the board of directors of the Corporation.
(3.d) “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.
(3.e) “Chairperson” means the Chairperson of the Board who shall be Chairperson of the Corporation.
(3.f) “Committee” means a Committee of the Board or as otherwise specified in this By-law.
(3.g) “Corporation” shall mean the Mechanical Contractors Association of Ottawa.
(3.h) “Director” shall mean a member of the Board.
(3.i) “Dual Shop Mechanical Contractor” has the meaning ascribed thereto in section 33(g) hereof.
(3.j) “LRA” means the Labour Relations Act, 1995 and any statute that may be substituted therefor, as from time to time amended.
(3.k) “Mechanical Contractor” shall mean a person, firm or corporation engaged in either heating, ventilating, air conditioning, sheet metal work, and/or plumbing and pipefitting.
(3.l) “Mechanical Contracting” shall mean the business in which a Mechanical Contractor is or may be engaged.
(3.m) “Member” means a member of the Corporation, whether an Ordinary Member, Associate Member, Life Member or Honorary Member, each as defined herein.
(3.n) “Sheet Metal Union” shall mean the Sheet Metal Workers’ International Association and any of its locals.
(3.o) “UA” shall mean the United Association of Journeymen and Apprentices of the Plumbing and Pipefitting Industry of the United States and Canada and any of its locals.
Other capitalized terms are defined elsewhere in this By-law.
In the interpretation of this by-law, words in the singular include the plural and vice-versa, words in one gender include all genders, and “person” includes an individual, body corporate, partnership, trust and unincorporated organizations.
Other than as specified in 5 above, words and expressions defined in the Act have the same meanings when used in these by-laws.
BOARD OF DIRECTORS
5. Number of Directors
The affairs of the Corporation shall be managed by a Board composed of a minimum of eight (8) and a maximum of ten (10) Directors, each of whom at the time of his or her appointment or within ten (10) days thereafter and throughout such Director’s term of office shall be an Ordinary Member in good standing. The Directors shall be elected by the Members. Approximately half of the elected Directors shall be elected each year at the Annual General Meeting for a term of two (2) years. The past Chairperson of the Board shall also be a member of the Board.
It is desirable that the Board include at least one Mechanical Contractor that is actively engaged in plumbing and pipefitting, one that is actively engaged in heating, ventilating, air conditioning and sheet metal, and one Dual Shop Mechanical Contractor.
The Directors shall be eligible for re-election when their term of office has expired.
6. Term of Office
Directors who are elected as provided herein shall be elected for a term of two (2) years, or such shorter term as determined by the Board in order to ensure a rotation in membership on the Board. Each member of the Board shall be elected as hereinafter provided from among the Ordinary Members of the Corporation to hold office for such Director’s term or until his successor shall have been elected.
The duties of the Board shall include the following:
(7.a) to manage the affairs of the Corporation between meetings of the Members;
(7.b) to carry out the objects of the Corporation and to adopt such policies and procedures consistent with this By-law designed to support those objects;
(7.c) to appoint such committees as it may deem expedient for the carrying out of the objects of the Corporation;
No contract shall be made until the approval of the Board expressed in writing is obtained with the exception of the day-to-day affairs of the Corporation which may be carried out by the Chairperson or General Manager. All applications for membership must be approved by the Board who shall also determine the category of membership of the applicant in accordance with the terms hereof.
The Board shall from time to time appoint a person to act as a designated jurisdictional representative under the provisions of the LRA in disputes as to the assignment of work.
The Board may from time to time authorize the levy of dues, fees and assessments in connection with labour negotiations and other functions carried on by the Corporation as an accredited employers’ organization under the LRA. It shall determine, based upon a formula of a cent, cents or fraction of a cent per man hour worked by specified employees of Members and other employers represented by the Corporation or upon some other formula or formulae, such dues, fees or assessments which shall be remitted to the Corporation upon the dates or times and in the manner determined by the Board.
The Board shall, within one week after the Annual General Meeting, elect among themselves four (4) officers (each an “Officer”) who shall be:
(8.a) Vice-Chairperson of the Board;
(8.b) Treasurer; and
The office of any Officer or Director of the Corporation shall be vacated:
(9.a) If he absents himself from a meeting of the Board without leave of absence acceptable to the Board.
(9.b) If he is found to be of unsound mind.
(9.c) If he ceases to be an Ordinary Member of the Corporation.
(9.d) If he resigns his office.
(9.e) If he becomes bankrupt.
(9.f) If, at the General Meeting of the Ordinary Members of the Corporation, a resolution is passed by at least two-thirds of the Members present expressing lack of confidence in any Officer or Director, the office of such Officer or Director shall be declared vacant forthwith.
In the event of a vacancy or vacancies on the Board, however caused, the Board may appoint a new Director and/or Officer from among the Members who shall hold office until the next Annual General Meeting. If there is not a quorum of Directors in office, the remaining Directors shall forthwith call a meeting of the Members to fill any vacancy. If the authorized number of Directors is increased between the terms, a vacancy or vacancies to the number of the authorized Directors shall thereby be deemed to have occurred which may be filled in the manner provided.
MEETINGS OF BOARD OF DIRECTORS
A quorum shall consist of six (6) Directors. Except as otherwise required by law, the Board shall meet at such times and places as by resolution they may determine. In any event, in addition to their first meeting held after the Corporation’s Annual General Meeting, they must hold at least one other meeting during the period of their office. No formal notice of any such meeting shall be necessary if all Directors are present or if those absent have signified in writing their consent to the meeting being held in their absence.
Notice of each meeting, other than the first, of the Board shall be mailed by first class post, e-mail or facsimile to each Director at his address as it appears on the books of the Corporation at least seven (7) days prior to the holding of the said meeting. Such notice shall contain mention of the business which is to be transacted at such meeting.
Minutes of all business transactions at all meetings of the Board shall be kept in regular form and such minutes shall be at all times available to Ordinary Members and shall be distributed to all Directors.
At all Board meetings every motion shall be decided by a majority of the votes of the Directors present in person unless otherwise required by the Act or the By-laws of the Corporation.
REMUNERATION AND EXPENSES OF DIRECTORS
14. All expenses incurred on behalf of the Corporation by the Officers, Directors and employees of the Corporation will be reimbursed as approved by the Board.
PROTECTION OF DIRECTORS AND OFFICERS
15. Every Director or Officer of the Corporation or other person who has undertaken or is about to undertake any liability on behalf of the Corporation and their heirs, executors and administrators, and estate and effects, respectively, shall from time to time and at all times, be indemnified and saved harmless out of the funds of the Corporation, from and against:
(15.a) all costs, charges and expenses whatsoever which such Director, Officer or other person sustains or incurs in or about any action, suit or proceeding which is brought, commenced or prosecuted against him for or in respect of any act, deed, matter or thing whatsoever made, done or permitted by him in or about the execution of the duties of his office or in respect of any such liability.
(15.b) all other costs, charges and expenses which he sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his own willful neglect or default.
No Director or Officer for the time being of the Corporation 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 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 by order of the Board 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 or belonging to the Corporation shall be placed out or invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person, firm or corporation with whom or which any moneys, securities, or effects shall be lodged or deposited or for any other loss, damage or misfortune whatever which may happen in the execution or supposed execution of the duties of his respective office or trust or in relation thereto unless the same shall happen by or through his own willful act or his own willful default.
The Chairperson of the Board shall exercise all of the powers incidental to his position and shall preside at all General Meetings of the Members of the Corporation and at all meetings of the Board.
The Vice-Chairperson of the Board shall replace the Chairperson of the Board in cases where the latter is unable or unwilling to act and otherwise shall exercise all the powers incidental to his office.
18. Secretary and Treasurer
The Secretary and the Treasurer shall cause to be maintained such records as are required by law and as may be decided upon by the Board and shall perform such duties as may be assigned to them by the Board.
19. General Manager
There shall be a General Manager of the Corporation who shall be the Chief Salaried Officer. The General Manager shall be appointed by the Board.
The General Manager shall exercise all powers incidental to his office. The statement of duties and terms of reference of the General Manager shall be established by the Board.
The General Manager shall:
(19.a) keep the minutes of the Annual General Meetings and Special Meetings of the Members and meetings of the Board, issuing and distributing copies thereof to the Directors;
(19.b) keep a correct list of Members and their addresses;
(19.c) collect and preserve all books, papers, letters and documents relating to or of interest to the Corporation;
(19.d) report to the Board on any matters which his duties may require;
(19.e) distribute to the Ordinary Members such information as will be helpful to them or will contribute to the efficiency of the Corporation; and
(19.f) perform such other duties as the nature of the position and the By-laws may require, or as may be assigned to him from time to time by the Chairperson.
The General Manager shall be responsible to the Board through the Chairperson.
20. Other Employees
Any additional staff required by the Corporation shall be as recommended by the General Manager and approved by the Board.
Any Officer or other employee of the Corporation shall, if requested by the Directors, furnish such bonds as the Directors may require. All costs of such bonds shall be at the expense of the Corporation.
22. Inability of Officers to Act
In case of the absence or inability to act of the General Manager or any Officer of the Corporation (with the exception of the Chairperson), or for any other reason that the Directors may deem sufficient, the Board may delegate all or any of the power of such Officer to any other Officer or to any Director for the time being.
23. The Board may from time to time appoint committees to serve for a period of one year unless replaced. The Board shall pass regulations for the purposes of governing the conduct, work and membership of the committees.
All acts and proceedings of the committees shall be subject to review and approval of the Board.
BANK ACCOUNT AND EXECUTION OF DOCUMENTS
24. Bank Accounts
The bank account of the Corporation shall be kept in such bank or banks and at such branches thereof as the Directors, by resolution, shall determine.
25. Signing Officers
For the purposes of the banking business of the Corporation, the signing Officers of the Corporation shall be those whom the Directors, by resolution, shall determine.
26. Execution of Documents
Contracts, documents or any instruments in writing requiring the signature of the Corporation other than for the purposes of the banking business of the Corporation and its day to day affairs may be signed by the Chairperson of the Board or its Vice-Chairperson of the Board and of the Secretary or Treasurer, or if the Board so authorized in writing, the Chairperson of the Audit and Finance Committee 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 or any person or persons on behalf of the Corporation either to sign contracts, documents and instruments in writing generally, or to sign specific contracts, documents and instruments in writing.
The seal of the Corporation shall, when required, be affixed to such contracts, documents and instruments in writing signed as aforesaid or by any Officer or Officers, person or persons, appointed as aforesaid by resolution of the Board.
The term “contracts, documents and instruments in writing” as used herein, shall include deeds, mortgages, hypothecs, charges, conveyances, transfers, and assignments of property, real or personal, movable or immovable, agreements, releases, receipts and discharges for the payment of money or other obligations, conveyances, transfers and assignments of shares, stocks, bonds, debentures or other securities and all paper writings.
27. The Corporation’s emblem may be used by any Member provided that it is used in a dignified and proper manner. Only Members may use the emblem.
VOTING SHARES AND SECURITIES
28. All shares or other securities carrying voting rights of any company or corporation held from time to time by the Corporation may be voted at any and all meetings of shareholders, bondholders, debenture holders, debenture stockholders or holders of other securities (as the case may be), by such person or persons as the Board shall from time to time determine.
CUSTODY OF SECURITIES
29. All shares and securities owned by the Corporation shall be lodged (in the name of the Corporation) with a chartered bank or a trust company or in a safety deposit box or with such other depositories or in such other manner as may be determined from time to time by the Board.
30. Membership Categories
The Corporation shall be composed of Ordinary, Associate, Honorary and Life Members.
31. Ordinary Members
All Ordinary Members in good standing shall have the right to attend and vote at all Annual General Meetings and Special Meetings of the Members of the Corporation and, subject to this Section 33, shall be eligible for election to any office of the Corporation.
At all Annual General Meetings and Special Meetings of the Corporation each Ordinary Member present in person or by proxy shall, subject to this Section 33, be entitled to one vote on all questions arising for decision.
An Ordinary Member of the Corporation shall designate its representatives, any one of whom shall represent such Ordinary Member at meetings of Members and exercise its rights. Such designation must be in writing addressed to the General Manager of the Corporation, and once given, shall remain in force until cancelled in writing.
Any Mechanical Contractor engaged in Mechanical Contracting who:
(a) is an employer licensed to carry on Mechanical Contracting within the City of Ottawa and surrounding area;
(b) is an employer for which the UA and/or the Sheet Metal Union hold bargaining rights with respect to work performed by such employer in the industrial, commercial, institutional sector and/or residential sector of the construction industry; and
(c) has paid such entrance fees, dues or assessments as are authorized and required by the Corporation to become an Ordinary Member.
is eligible to become an Ordinary Member.
A Mechanical Contractor that has satisfied the Board that:
(d) it is actively engaged in both (i) heating, ventilating, air conditioning, sheet metal and, (ii) plumbing and pipefitting;
(e) it is an employer licensed to carry on Mechanical Contracting within the City of Ottawa and surrounding area;
(f) it is an employer for which both the UA and the Sheet Metal Union hold bargaining rights with respect to work performed by such employer in the industrial, commercial, institutional sector and/or residential sector of the construction industry; and
(g) it has paid such entrance fees, dues or assessments as are authorized and required to become an Ordinary Member (a “Dual Shop Mechanical Contractor”);
shall also be considered eligible to be an Ordinary Member of the Corporation, provided that a Dual Shop Mechanical Contractor shall be entitled to two votes in all instances where an Ordinary Member is entitled to vote; provided further that where a matter to be voted upon is determined by the Board to pertain solely to either (i) heating, ventilating, air conditioning and sheet metal, or (ii) plumbing and pipefitting, a Dual Shop Mechanical Contractor shall only be entitled to one vote as an Ordinary Member on such matter.
If a Mechanical Contractor meets all of the requirements set out at sub clauses (d), (e), (f) and (g) above, save and except that it is an employer for which only the UA or the Sheet Metal Union holds bargaining rights as referenced at sub clause (f) above, then such Mechanical Contractor shall be considered eligible to be an Ordinary Member and it shall be entitled to one vote; provided further that where a matter to be voted upon is determined by the Board to pertain solely to either (i) heating, ventilating, air conditioning and sheet metal, or (ii) plumbing and pipefitting, in such case, such Mechanical Contractor shall not be entitled to vote if such matter is in relation to the part of such Mechanical Contractor’s business for which neither the UA nor the Sheet Metal Union holds bargaining rights. Any such Ordinary Member shall not be eligible for election or appointment to the Board.
The Corporation shall not prevent any eligible Mechanical Contractor applicant from becoming a Member. The Corporation shall not act in a manner that is arbitrary, discriminatory or in bad faith in its representation of any Mechanical Contractor in connection with labour negotiations whether the Mechanical Contractor is a Member of the Corporation or not, and the Corporation shall not discriminate against any Mechanical Contractor in the matter of fees, dues or levies, whether or not that Mechanical Contractor is a Member of the Corporation.
32. Associate Member
Any individual, firm or corporation who is a manufacturer, supplier or professional services provider serving the Mechanical Contractors shall be eligible to be an Associate Member of the Corporation.
Associate Members may, at the discretion of the Board, be invited but shall not have the right to vote at any meeting of Members to which an Associate Member has been invited to attend. An Associate Member shall not be eligible for election to any office of the Corporation. Each Associate Member shall receive a Corporation Membership Certificate with the words “Associate Member” noted thereon. Associate Members may obtain full Association insurance privileges. The Board shall have the right to withdraw Associate Membership.
33. Life Member
Life Membership may be conferred on any Member who, upon retirement, is recognized by the Board for such Member’s contribution to the work of the Corporation. The determination of Life Members shall be made by the Board. Life Members shall enjoy the privileges of Ordinary Membership except the right to vote or hold office. A Life Member shall not pay dues or assessments.
34. Honorary Member
Honorary Membership may be conferred on any individual or incorporated body at the discretion of the Board.
Honorary Members shall enjoy all the privileges of Ordinary Members except the right to vote or hold office. Honorary Members shall not pay dues, nor be required to pay assessments. Honorary Members shall receive a Corporation Membership Certificate with the words “Honorary Member” noted thereon. The Board shall have the right to withdraw Honorary Membership.
35. Deemed Membership
Any Ordinary Member who is engaged in Mechanical Contracting performing plumbing and pipefitting work is, by virtue of his application for membership in this Corporation, deemed to have applied for membership in the Mechanical Contractors Association Ontario and the Mechanical Contractors Association of Canada.
MEMBERSHIP FEES AND ASSESSMENTS
36. Annual Fees
Each Member except a Life Member and an Honorary Member shall pay to the Treasurer of the Corporation a yearly fee as determined by resolution of the Board and approved at a General Meeting of the Corporation, which shall become due and payable on the first day of the Corporation’s fiscal year. The Board shall have the right to prorate said fees in case of members joining the Corporation during the course of any calendar year.
37. Special Assessments
The Board shall have the right, subject to the approval of the Annual Meeting, to assess in addition to the yearly fee, all Members of the Corporation an amount for the purpose of meeting any deficit or special expenditure. Honorary and Life Members shall not be subject to assessment.
The distribution of all membership fees and assessments shall be made as provided by resolution of the Board.
DISQUALIFICATION AND RESIGNATION OF MEMBERS
38. Any Member shall cease to be and enjoy the rights of a Member of the Corporation for any of the following:
(38.a) Disqualification for non-payment – Upon resolution of the Board, if he remains in default with respect to the payment of his annual membership fees and assessments for the fiscal year after the due date, thereof.
(38.b) Disqualification for Infraction – If, upon resolution of the Board, he is declared guilty of any infraction of the Corporation By-laws and Regulations. Any Member charged with any offense under this sub-section shall be entitled to a hearing before the Board whose decision thereon shall not be made until such hearing has been held.
(38.c) Disqualification for Non-eligibility – In the event that a Member no longer satisfies the eligibility requirements of such Member’s membership category.
(38.d) Resignations – If a Member in good standing submits a notice of resignation then such notice shall become effective three months after its receipt or, upon acceptance by the Board, at their next meeting following its receipt, whichever occurs first.
No Ordinary Member who is bound by the Collective Agreement(s) entered into by the Corporation under the latter’s certificates of accreditation shall be permitted to resign during the period of ninety (90) days immediately preceding the expiry date of the said Collective Agreement(s).
(38.e) No former Member may rejoin the Corporation until he has paid all outstanding dues and assessments.
MEETINGS OF MEMBERS
39. Annual General Meetings
The Annual General Meeting of the Members of the Corporation shall be held on such date and at such hour and place as may be determined by resolution of the Board but in any event shall be held not later than July the first in each year.
40. Business at Annual General Meetings
The business to be transacted at all Annual General Meetings shall include:
(40.a) the presentation of the reports of the Chairperson, Secretary and Treasurer;
(40.b) the presentation of the financial statements of the Corporation and the report of the auditors of the Corporation on the financial statements;
(40.c) the presentation of the annual reports of all standing and special committees of the Corporation;
(40.d) the election of Directors;
(40.e) the appointment of auditors; and
(40.f) such other business as may properly come before the meeting.
The representatives of one quarter of the Ordinary Members in good standing shall, when present, constitute a quorum at all Annual General Meetings and Special Meetings of the Members of the Corporation. If less than a quorum is present, the presiding Chairperson after a lapse of thirty (30) minutes, shall adjourn the meeting and a new meeting shall be called.
42. Special Meetings
A Special Meeting of the Members of the Corporation may be called by the Board upon resolution duly passed. A Special Meeting shall also be called by the Chairperson of the Board on written request of not less than five percent (5%) of the Members. Should the Chairperson of the Board, following such request, refuse or be unable to call such a meeting within thirty (30) days of such request, it shall be called by one of the Officers of the Corporation.
Written notice of the date, hour and place of all Meetings of the Members of the Corporation shall be given to all Members. Such notice shall be validly given by mailing same by first class post, e-mail or facsimile to all Members at their address as it appears on the Corporation books at least fourteen (14) days prior to the date fixed. Notice of a Special Meeting shall mention the purpose for which the particular meeting is being called.
44. Chairperson of the Meeting
The Chairperson of the Board shall preside at all Meetings of the Members of the Corporation. Should the Chairperson be unable or unwilling to act, the Chairperson shall be replaced by the Vice-Chairperson of the Board, who, if he be unable or unwilling to act, shall be replaced by the Secretary. Should all three (3) Officers be unable or unwilling to act, the meeting shall be presided over by a Chairperson to be chosen and elected by and from among the Ordinary Members there present in person.
At all meetings of Members, all questions shall be decided by a majority of the votes of the Members present in person or represented by proxy unless otherwise required by the By-laws of the Corporation or by law. Every question shall be decided in the first instance by a show of hands unless a ballot be demanded by any Member. Election of Directors of the Corporation shall be by ballot.
In case of an equality of votes at any meeting of Members, whether upon a show of hands or at a poll or ballot, the Chairperson shall be entitled to a second or casting vote.
46. The Corporation may from time to time:
(46.a) authorize the borrowing of money upon the credit of the Corporation;
(46.b) limit or increase the amount to be borrowed; or
(46.c) mortgage, hypothecate, charge or pledge all or any of the real or personal property, undertakings and right of the Corporation to secure any money borrowed or any other liability of the Corporation.
The Board may from time to time authorize any Director or Directors, Officer or Officers, employee of the Corporation or other person or persons to make arrangements with reference to the money borrowed as aforesaid, and as to the terms and conditions of the loan thereof, and as to the securities to be given therefor, with power to vary or modify such arrangements terms and conditions and to give such additional securities for any monies borrowed or remaining due by the Corporation as the Board may authorize, and generally to manage, transact and settle the borrowing of money by the Corporation.
The Board may from time to time authorize any Director or Directors, Officer or Officers, employee of the Corporation or other person or persons to sign, execute and give on behalf of the Corporation all documents, agreements and promises necessary or desirable for the purposes aforesaid and to draw, make, accept, endorse, execute and issue cheques, promissory notes, bills of exchange and other negotiable or transferable instruments, and the same and all renewals thereof or substitutes therefore so signed shall be binding upon the Corporation.
Nothing contained in this Article shall be deemed to be in supplement of, or in substitution for, any powers to borrow money for the purposes of the Corporation possessed by its Directors independently of a borrowing by-law.
47. There shall be an Industry Fund established by the Board of Directors for the provision of funds mainly, but not exclusively, for the following purposes:
To finance, administer, promote, protect and in every way assure the accomplishment and proper management of all projects, objects, operations and obligations of the Corporation in all its business, educational, training, promotional and social activities, including day-to-day affairs.
48. Unless otherwise ordered by the Board, the fiscal year of the Corporation shall terminate on the 31st day of December in each year.
49. The financial records of the Corporation shall be audited by the auditor appointed at the Annual General Meeting.
50. The Corporation may, instead of sending copies of the annual financial statements and other documents referred to in subsection 172 (1) (Annual Financial Statements) of the Act to the members, publish a notice to its members stating that the annual financial statements and documents provided in subsection 172(1) are available at the registered office of the Corporation and any member may, on request obtain a copy free of charge at the registered office or by prepaid mail.
AMENDMENTS TO BY-LAWS AND REGULATIONS
51. By-law Amendments
Proposed amendments to By-laws and Regulations may be initiated by: (a) the Board, or (b) an Ordinary Member.
In the first case, the proposed amendments must be approved by the Board, and then notice thereof shall be given to the Members by mail, e-mail or facsimile, at least fourteen (14) days in advance of the Special Meeting called to consider and pass the proposed amendment(s). Such notice must include date, time and place of the Special Meeting.
Any Ordinary Member may propose amendment to by-laws or Regulations by submitting to the Chairperson in writing at least thirty (30) days prior to an Annual General Meeting. The Board must meet to consider the proposed amendment, and advise the Members of its decision by mail, e-mail or facsimile, at least fourteen (14) days before the Annual General Meeting.
In either case, all By-law amendments must be approved by a two-thirds (2/3) majority at both the Board meeting and the General Meeting. The repeal or amendment of By-laws shall not be enforced or acted upon until the approval of the Minister of Industry has been obtained.
Regulations for the government of the Corporation not inconsistent with the By-laws shall be enacted and may be amended from time to time as hereinafter provided, at a Special or an Annual General Meeting of the Corporation by a majority of the Ordinary Members present in person.
The Board shall have the right to amend the Regulations of the Corporation if six (6) Directors vote in favour, provided a copy of the proposed amendment shall have been mailed, e-mail, facsimile, to each member of the Corporation at least seven (7) days prior to the date of such vote and that a copy of the amendment is mailed, email or facsimile, to each Member of the Corporation within thirty (30) days following its enactment. An amendment approved in this manner shall remain in full force unless disapproved at the next following Annual General Meeting of the Corporation.
53. The Corporation may, in its own name or in the name of any body or group to which authority has been properly delegated, make application for accreditation within any sector or sectors on any geographical area or areas as defined under the LRA or as determined by the Ontario Labour Relations Board.
DISSOLUTION OF CORPORATION
54. Upon the dissolution of the Corporation, all assets owned by the Corporation shall be liquidated and the proceeds derived therefrom after payment of all debts and liabilities shall be transferred, distributed or disposed of as determined by the Board to an organization which qualifies for exemption pursuant to paragraph 149(1)F or I of the Income Tax Act (Canada).
PASSED BY the Board and sealed with the Corporate Seal this 28 day of May , 2014.