A by-law relating generally to the conduct of the affairs of
Ottawa Biosphere Eco-City (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
"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
"ordinary resolution" means a resolution passed by a majority of not less than 50% plus 1
of the votes case on that resolution;
"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; and
"special resolution" means a resolution passed by a majority of not less than two-thirds
(2/3) of the votes cast on that resolution.
In the interpretation of this by-law, words in the singular include the plural and viceversa,
words in one gender include all genders, and "person" includes an individual, body
corporate, partnership, trust and unincorporated organization.
Other than as specified above, words and expressions defined in the Act have the same
meanings when used in these by-laws.
3. Corporate Seal
The Corporation may have a corporate seal in the form approved from time to time by the
board. If a corporate seal is approved by the board, the secretary of the Corporation shall
be the custodian of the corporate seal.
4. Execution of Documents
Deeds, transfers, assignments, contracts, obligations and other instruments in writing
requiring execution by the Corporation may be signed by any two (2) 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.
5. Financial Year
The financial year end of the Corporation shall be determined by the board of directors.
6. 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 at least two (2) officers of
the Corporation and/or other persons as the board of directors may by resolution from
time to time designate, direct or authorize.
7. Borrowing Powers
The directors of the Corporation may, with authorization of at least 2/3rds of the
members at a duly constituted special or general meeting,
1. borrow money on the credit of the corporation;
2. issue, reissue, sell, pledge or hypothecate debt obligations of the corporation;
3. give a guarantee on behalf and
4. 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.
The members shall at each annual meeting appoint an auditor to audit the accounts of the Corporation, to
hold office until the next annual meeting.
The board may fill any vacancy in the office of auditor that occurs before the next annual meeting.
The board of directors shall fix the remuneration of the auditor.
9. 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.
10. Membership Conditions
Subject to the articles, membership in the Corporation shall be available to persons
interested in furthering the Corporation's purposes and who have applied for and been
accepted into membership in the Corporation by resolution of the board or in such other
manner as may be determined by the board.
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).
11. Types of Membership
The Corporation is authorized to establish four classes of members:
1. Individual Members pay annual membership fees, and enjoy full voting rights in
2. Individual Members that are representatives of cooperating organizations do not
pay annual membership fees, and enjoy full voting rights in the corporation;
3. Student Members pay annual membership fees, and enjoy full voting rights in the
4. Honorary Members do not pay annual membership fees, and do not hold voting
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. 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 telephonic, 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. If a member requests that the notice be given by
non-electronic means, the notice will be sent by mail, courier or personal delivery.
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.
14. 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 5% 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.
15. 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 mailed-in ballot if the Corporation has a system that:
1. enables the votes to be gathered in a manner that permits their subsequent
2. permits the tallied votes to be presented to the Corporation without it being
possible for the Corporation to identify how each member voted.
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.
16. Membership Dues
Members shall be notified in writing of the membership dues at any time payable by
them and, if any are not paid before the commencement of the Annual General Meeting,
the members shall be in default and automatically cease to be members of the
17. Termination of Membership
1. Any member may withdraw from membership in the Corporation by providing to
the Secretary a resignation in writing;
2. If a member does not pay the membership fee for a year, the member may be
removed from the list of members in December of that year and no longer be
considered a member;
3. The board may terminate the membership of a member who is in breach of the
terms of membership; or
4. A person whose membership was terminated by the board may appeal the
termination by submitting a written appeal to the membership committee.
18. 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.
19. Personal Information
The board shall take all reasonable steps to protect the privacy of members, and to ensure the
appropriate safeguarding of any personal information supplied to the Corporation by
The office of the Corporation shall be located in the City of Ottawa in the Province of
Ontario at such address as the board may from time to time determine.
21. Meetings of Members
The annual meeting of the members of the Corporation shall be held on such day in each year and at such
location as determined by the board of directors.
At each annual meeting, the members shall:
a. receive a report from the directors;
b. receive the financial statements of the Corporation for the year just completed;
c. appoint the auditors of the Corporation for the current year;
d. elect the board of directors; and
e. vote on matters that have been identified and required for the good functioning of the Corporation.
22. The members shall, at least 21 days prior to any annual or special general meeting
of members, be given:
a. written notice of the date, time and place of the meeting;
b. the agenda of the meeting; and
c. any related or required information or documents.
23. The information shall be sent electronically or through the mail to each member in
24. Proposals Nominating Directors at Annual Members' Meetings
Subject to the Regulations under the Act, any proposal may include nominations for the
election of directors if the proposal is signed by not less than 5% of members entitled to
vote at the meeting at which the proposal is to be presented. Nominations may also be
made from the floor at an annual general meeting.
25. Cost of Publishing Proposals for Annual Members' Meetings
The member who submitted the proposal shall pay the cost of including the proposal and
any statement in the notice of meeting at which the proposal is to be presented unless
otherwise provided by ordinary resolution of the members present at the meeting.
26. Place of Members' Meeting
Subject to compliance with section 159 (Place of Members' Meetings) of the Act,
meetings of the members may be held 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.
27. Persons Entitled to be Present at Members' Meetings
Non members will be welcomed to attend meetings of members, but only members will
be entitled to vote.
28. 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.
29. Quorum at Members' Meetings
Ten members present in person at any annual or special general meeting of members shall constitute a
quorum; if a quorum is present at the opening of a meeting, the members may proceed with the business of
the meeting even if a quorum is not present throughout the meeting.
30. 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.
31. 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.
32. Members' Meeting Held Entirely by Electronic Means
Meetings of members may not be held entirely by telephonic, an electronic or other
33. Number of Directors
A board of directors of not fewer than five members shall manage the property and business of the
34. Term of Office of Directors
A director shall hold office for the term approved at the time of the director’s election or
appointment. A retiring director shall remain in office until the dissolution or adjournment
of the meeting at which a successor is elected.
35. Calling of Meetings of Board of Directors
1. Meetings of the board of directors may be held at any time and place determined by
2. At least five days' notice of each meeting shall be sent in writing or electronically to
each director for the meeting to be valid;
3. No notice shall be necessary if all directors are present at a meeting or waive notice in
4. Three directors shall constitute a quorum at any meeting of the board.
36. 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.
37. Committees of the Board of Directors
1. In order to conduct the business of the organization efficiently, the board may
establish committees, either standing (continuing) or ad-hoc (limited term);
2. The terms of reference of such committees, and any subsequent modifications to
them, shall be approved by the board;
3. The chair of each committee shall be appointed by the board, and any changes in
chairmanship shall be approved by the board;
4. The members of all committees must be members in good standing;
5. Non-members serving as advisors may assist committees;
6. Committees shall report annually to the board, and more frequently if requested;
7. Any expenditures and revenues of committees shall be included in the
Corporation's annual budget, and reported in the annual financial statements;
8. Decisions to terminate or disband committees shall be approved by the board.
1. Directors shall not receive any remuneration for their service as directors;
2. Directors may, by resolution of the board, be reimbursed in whole or in part for
the expense of their attendance at a meeting of the board or for their attendance at
other events as a representative of OBEC.
39. Appointment of Officers
The officers of the Corporation shall be
1. a Chair;
2. a Vice-Chair (amend Jan. 21, 2015)
3. a Corporate Secretary;
4. a Treasurer;
5. two Directors at Large (amend Jan. 21, 2015) and
6. such other officers as the board may determine from time to time.
The same person may hold the offices of Corporate Secretary and Treasurer.
40. 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
1. Duties of the Chair of the Board:
• The Chair shall be the chief executive officer of the Corporation and shall
be in charge of the business of the Corporation;
• The Chair must always be a director of the Corporation;
• The Chair shall normally preside at all meetings of the Corporation and of
2. Duties of the Vice-Chair (amend. by AGM Jan. 21, 2015):
• The Vice-Chair shall be the associate chief executive officer of the
Corporation and shall be in charge of the business of the Corporation in
the extended absence (2 weeks or more, or in an emergency) of the Chair;
• The Vice-Chair must always be a director of the Corporation;
• The Vice-Chair shall normally preside at all meetings of the Corporation
and of the board when the Chair is absent;
• The Vice-Chair chair may have special responsibilities to recommend
improvements to the organizational structure of the Corporation.
3. Duties of the Treasurer:
• The Treasurer shall have custody of the corporate funds and securities, and
shall keep full and accurate accounts of receipts and disbursements in
books and files belonging to the Corporation;
• The Treasurer shall deposit all moneys and other valuable effects in the
name of and to the credit of the Corporation, and in such depositories as
may be designated by the board of directors from time to time;
• The Treasurer shall disburse the funds of the Corporation as may be
ordered by the board, taking proper vouchers for such disbursements;
• The Treasurer shall render to the directors at any regular meeting of the
board, or whenever they may require it, an account of all transactions
carried out as Treasurer, and of the financial position of the Corporation;
• The Treasurer shall be responsible for the preparation of an annual budget,
for subsequent approval by the board;
• The Treasurer shall also perform such other duties as may, from time to
time, be determined by the board;
• The Treasurer shall return to the Corporation all books, papers, vouchers,
money and other property of whatever kind belonging to the Corporation
on vacating the office.
4. Duties of the Corporate Secretary:
• The Secretary shall normally attend all meetings of the board and of the
• The Secretary shall record all votes and minutes of all proceedings;
• The Secretary shall give or cause to be given notice of all meetings of the
members and of the board of directors, and shall perform such other duties
as may be prescribed by the board of directors or the Chair;
• The Secretary shall be custodian of the seal of the Corporation, which
shall be used only when authorized by resolution of the board.
5. Duties of the Directors at Large: (amend by AGM Jan. 21, 2015)
• The Directors at Large shall participate in the overall management
of the corporation; (since we have no staff)
• The Directors at Large shall develop policy directions for
presentation to the membership;
• The Directors at Large shall chair committees or take ad hoc
responsibility for specific tasks;
• The Directors at Large shall represent the corporation as delegated
by the Board;
• The Directors at Large shall perform other duties as requested by
An officer or director shall be indemnified and saved harmless out of the funds of the Corporation from all
costs, charges and expenses incurred in execution of their functions, if the officer or director exercised the same
degree of care, diligence and skill in performing their functions that a reasonably prudent person would have
exercised in comparable circumstances.
42. Vacancies on the Board
The office of director shall be automatically vacated if
(a) the director resigns from office by delivering a written resignation to the secretary;
(b) the director ceases to be a member in good standing;
(c) the director is found to be mentally incompetent under the law of a province;
(d) the director is declared bankrupt or becomes financially insolvent;
(e) the director is removed from office, by resolution passed by two-thirds of the members
present at a special general meeting of members; or
(f) the director dies.
If a vacancy on the board occurs, the remaining directors may by resolution fill the resulting
vacancy by appointing a member in good standing, that person to be a director until the next
annual meeting; not more than one-third of the total number of directors can be appointed.
43. Method of Giving Any Notice
Any notice (which term includes any communication or document), other than notice of a
meeting of members or a meeting of the board of directors, to be given (which term
includes sent, delivered or served) pursuant to the Act, the articles, the by-laws or
otherwise to a member, director, officer or member of a committee of the board or to the
public accountant shall be sufficiently given:
1. if delivered personally to the person to whom it is to be given or if delivered to
such person's address as shown in the records of the Corporation or in the case of
notice to a director to the latest address as shown in the last notice that was sent
by the Corporation in accordance with section 128 (Notice of directors) or 134
(Notice of change of directors);
2. if mailed to such person at such person's recorded address by prepaid ordinary or
3. if sent to such person by telephonic, electronic or other communication facility at
such person's recorded address for that purpose; or
4. if provided in the form of an electronic document in accordance with Part 17 of
A notice so delivered shall be deemed to have been given when it is delivered personally
or to the recorded address as aforesaid; a notice so mailed shall be deemed to have 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 secretary may change or cause to be changed the
recorded address of any member, director, officer, public accountant or member of a
committee of the board in accordance with any information believed by the secretary to
be reliable. The declaration by the secretary that notice has been given pursuant to this
by-law shall be sufficient and conclusive evidence of the giving of such notice. The
signature of any director or officer of the Corporation to any notice or other document to
be given by the Corporation may be written, stamped, type-written or printed or partly
written, stamped, type-written or printed.
44. 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.
45. 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.
46. Mediation and Arbitration
Disputes or controversies among members, directors, officers, committee members, or
volunteers of the Corporation are as much as possible to be resolved in accordance with
mediation and/or arbitration as provided in the section on dispute resolution mechanism
of this by-law.
47. Dispute Resolution Mechanism
In the event that a dispute or controversy among members, directors, officers, committee
members or volunteers of the Corporation arising out of or related to the articles or bylaws,
or out of any aspect of the operations of the Corporation is not resolved in private
meetings between the parties then without prejudice to or in any other way derogating
from the rights of the members, directors, officers, committee members, employees or
volunteers of the Corporation as set out in the articles, by-laws or the Act, and as an
alternative to such person instituting a law suit or legal action, such dispute or
controversy shall be settled by a process of dispute resolution as follows:
1. The dispute or controversy shall first be submitted to a panel of mediators
whereby the one party appoints one mediator, the other party (or if applicable the
board of the Corporation) appoints one mediator, and the two mediators so
appointed jointly appoint a third mediator. The three mediators will then meet
with the parties in question in an attempt to mediate a resolution between the
2. The number of mediators may be reduced from three to one or two upon
agreement of the parties.
3. If the parties are not successful in resolving the dispute through mediation, then
the parties agree that the dispute shall be settled by arbitration before a single
arbitrator, who shall not be any one of the mediators referred to above, in
accordance with the provincial or territorial legislation governing domestic
arbitrations in force in the province or territory where the registered office of the
Corporation is situated or as otherwise agreed upon by the parties to the dispute.
The parties agree that all proceedings relating to arbitration shall be kept
confidential and there shall be no disclosure of any kind. The decision of the
arbitrator shall be final and binding and shall not be subject to appeal on a
question of fact, law or mixed fact and law.
All costs of the mediators appointed in accordance with this section shall be borne
equally by the parties to the dispute or the controversy. All costs of the arbitrators
appointed in accordance with this section shall be borne by such parties as may be
determined by the arbitrators.
48. 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
This section does not apply to a by-law that requires a special resolution of the members
according to subsection197(1) (fundamental change) of the Act because such by-law
amendments or repeals are only effective when confirmed by members.
Approved by OBEC AGM
22 January 2014
Amended by OBEC AGM
21 January 2015 (minor typos corrected 28 January 2015)