ORFA Inc. General Operating By‑law

ARTICLE 1 INTERPRETATION

1.01 Definitions

1.02 Interpretation

1.03 Severability

ARTICLE 2 ORGANIZATION AND FINANCIAL

2.01 Registered Office

2.02 Seal

2.03 Financial Year

2.04 Execution of Documents

2.05 Auditor and Financial Review

ARTICLE 3 MEMBERSHIP IN THE CORPORATION

3.01 Classes and Conditions of Membership

3.02 Transferability

3.03 Membership Fees

3.04 Termination of Membership

3.05 Member Discipline or Expulsion

ARTICLE 4 MEMBERS’ MEETINGS

4.01 Place of Meetings

4.02 Annual Meetings

4.03 Special Meetings

4.04 Special Business

4.05 Notice of Meetings

4.06 Adjournments

4.07 Persons Entitled to be Present

4.08 Chair of the Meeting

4.09 Quorum

4.10 Meetings Held by Electronic Means

4.11 Voting of Members

4.12 Absentee Voting by Mail or by Telephonic or Electronic Means

4.13 Absentee Voting by Proxy

ARTICLE 5 DIRECTORS

5.01 Duties and Responsibilities

5.02 Number of Directors

5.03 Director Qualifications

5.04 Election of Directors and Term

5.05 Filling Vacancies and Additional Appointments

5.06 Director Consent to Serve as a Director

5.07 Nomination Procedure for Election of Directors

5.08 Vacation of Office

5.09 Directors Remuneration

5.10 Books and Records

5.11 Policies

ARTICLE 6 BOARD MEETINGS

6.01 Calling of Meetings

6.02 Place of Meetings

6.03 Notice of Meetings

6.04 Meeting of Board after Annual Meeting

6.05 Regular Meetings

6.06 No Alternate Directors

6.07 Participation at Meeting by Telephone or Electronic Means

6.08 Quorum

6.09 Votes to Govern

6.10 Ballots

6.11 Dissent of Director at Meeting

6.12 Dissent of Absent Director

6.13 Persons Entitled to be Present

6.14 Meeting Adjournment

6.15 Written Resolutions in Lieu of Meeting

ARTICLE 7 COMMITTEES

7.01 Delegation – Executive Committee

7.02 Other Committees

7.03 Audit Committee

ARTICLE 8 OFFICERS

8.01 Officers

8.02 Appointment

8.03 Description of Office

8.04 Terms of Office

ARTICLE 9 CONFLICT OF INTEREST

9.01 Declaration of Conflict

9.02 General and Continuing Disclosure of Interest

ARTICLE 10 PROTECTION OF DIRECTORS, OFFICERS AND OTHERS

10.01 Standard of care

10.02 Liability of Directors and Officers

10.03 Indemnification of Directors and Others

10.04 Insurance

ARTICLE 11 NOTICES

11.01 Method of Giving Notice

11.02 Computation of Time

11.03 Omissions and Errors

11.04 Waiver of Notice

ARTICLE 12 AMENDMENTS TO ARTICLES AND BY LAWS

12.01 Amendment of Articles

12.02 Amendment of By law

ARTICLE 13 EFFECTIVE DATE AND REPEAL

13.01 Effective Date

13.02 Repeal of Previous By law

General Operating By law of the ONTARIO RECREATION FACILITIES ASSOCIATION INC. (the “Corporation”)

A By law relating to the transaction of the activities and affairs of the Corporation.

Be it enacted as a By law of the Corporation as follows:

ARTICLE 1 - INTERPRETATION

1.01 Definitions

In this By law, unless the context otherwise requires:

(a) “Act” means the Not-for-Profit Corporations Act, 2010 (Ontario) and where the context requires, includes the regulations made under it, as amended from time to time;

(b) “Articles” means any instrument that incorporates the Corporation or modifies its incorporating instrument, including articles of incorporation, restated articles of incorporation, articles of amendment, articles of amalgamation, articles of arrangement, articles of continuance, articles of dissolution, articles of reorganization, articles of revival, letters patent, supplementary letters patent or special act;

(d) “By law” means this by law of the Corporation and all other by laws of the Corporation;

(e) “Director” means an individual elected or appointed to the Board;

(f) “Members” means members of the Corporation as described in Article 3, namely Full Members and Associate Members, provided that where references are made to “Members” in this By-law in respect of meetings of Members and votes by Members, the reference shall be only to that class or classes of Members entitled to receive notice of, attend and vote at such meeting or vote on such matters;

(g) “officer” means any of the individuals appointed pursuant to Article 8 of this By-law as an officer;

(h) “ordinary resolution” means a resolution that is submitted to a Members’ meeting and passed at the meeting, with or without amendment, by at least a majority of the votes cast, or is consented to by each Member entitled to vote at a Members’ meeting or the Member’s attorney;

(i) “person” includes an individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate, unincorporated organization, trust, body corporate and a natural person in their capacity as trustee, executor, administrator, or other legal representative;

(j) “Policies” means a rule or a policy adopted by the Board in accordance with section 5.11 of this By-law;

(k) “special resolution” means a resolution that is submitted to a special Members’ meeting duly called for the purpose of considering the resolution and passed at the meeting, with or without amendment, by at least two-thirds of the votes cast, or consented to by each Member entitled to vote at a Members’ meeting or the Member’s attorney; and

(l) “telephonic or electronic means” means any means that uses the telephone or any other electronic or other technological means to transmit information or data, including telephone calls, voice mail, fax, email, an automated touch-tone telephone system, computer or computer networks.

1.02 Interpretation

In this By law, unless the context otherwise requires and other than as specifically defined in this By law, all terms contained in this By law that are defined in the Act shall have the meanings given to the terms in the Act, words importing the singular shall include the plural and vice versa, references to persons shall include firms and corporations, words importing one gender shall include all genders, and headings are used for convenience of reference and do not affect the interpretation of this By law. Any reference to a statute in this By law includes, where the context requires, the statute and the regulations made under it, all as amended or replaced from time to time.

1.03 Severability

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.

ARTICLE 2 - ORGANIZATION AND FINANCIAL

2.01 Registered Office

The Corporation shall at all times have a registered office in Ontario in accordance with the Act. The Corporation may change the location of the registered office within a municipality or geographic township by resolution of the Directors. The Corporation may change the municipality or geographic township in which the registered office is located to another place in Ontario by special resolution.

2.02 Seal

The Corporation’s seal, if any, shall be in the form determined by the Board.

2.03 Financial Year

Unless otherwise determined by the Board, the Corporation’s fiscal year end shall be the last day of December in each year.

2.04 Execution of Documents

(a) Subject to subsection 2.04(b) of this By-law, deeds, transfers, assignments, contracts, agreements, mortgages, conveyances, obligations, certificates or any other instruments or documents requiring the Corporation’s signature (each a “Document”), shall be signed by any two of the President, President-Elect, Immediate Past-President and Chief Administrative Officer, and all Documents so signed shall be binding upon the Corporation without any further authorization or formality.

(b) The Board may from time to time, by resolution, direct the manner in which and the person or persons by whom any particular Document may or shall be signed. Any signing officer may affix the Corporation’s seal to any Document, and may certify a copy of any Document, resolution, or By law of the Corporation to be a true copy.

2.05 Auditor and Financial Review

The Corporation shall be subject to the requirements relating to the appointment of an auditor or person to conduct a review engagement and level of financial review set out in the Act.

ARTICLE 3 - MEMBERSHIP IN THE CORPORATION

3.01 Classes and Conditions of Membership

In accordance with the Articles and any applicable Policy, there shall be two (2) classes of Members: Full Members and Associate Members. The following conditions of membership shall apply:

(a) Full Members

(i) Full Members shall be:

(A) those persons who were Individual Members, Life Members and Group Members on the date immediately prior to the effective date of this By-law; and

(B) those persons who are either involved in or have an interest in the management and/or operation of recreation facilities and who have filed an application for such membership with the Corporation in accordance with the Policies and such other persons who have been admitted as Full Members in accordance with the Policies.

(ii) Each Full Member, or authorized representative of a Full Member, shall be eligible to:

(A) serve as a Director;

(B) hold a professional designation of the Corporation;

(D) serve on advisory committees of the Board;

(E) participate in professional development events; and

(F) benefit from such other membership privileges as approved by the Board from time to time.

(iii) Each Full Member shall be entitled to receive notice of, attend and vote at all Members’ meetings and each such Full Member shall be entitled to one (1) vote at such meetings.

(iv) Each Full Member shall accept and abide by the Corporation’s Member Code of Conduct.

(b) Associate Members

(i) Associate Members shall be those persons who do not meet the conditions for being a Full Member, including:

(A) those persons who were Student and Corporate Members on the date immediately prior to the effective date of this By-law;

(B) those individuals who are currently enrolled in a high-school, post-secondary college or university program and have an interest in the management and/or operation of recreation facilities;

(C) those persons either interested in or directly involved in a business or profession which supplies goods or services to Full Members;

(D) those individuals who are retired from the management and/or operation of recreation facilities; or

(E) affiliates of persons involved in the management and/or operation of recreation facilities

who have filed an application for such membership with the Corporation in accordance with the Policies and who have been admitted as Associate Members in accordance with the Policies.

(ii) Each Associate Member, or authorized representative of an Associate Member, shall be eligible to:

(A) receive communications and publications of the Corporation;

(B) serve on advisory committees of the Board;

(D) benefit from such other membership privileges as approved by the Board from time to time.

(iii) Each Associate Member shall not be entitled to receive notice of, attend or vote at Members’ meetings.

(iv) Each Associate Member shall accept and abide by the Corporation’s Member Code of Conduct.

3.02 Transferability

A membership may only be transferred to the Corporation.

3.03 Membership Fees

The Board may require Members to make an annual contribution or pay annual dues or fees to the Corporation and may determine the manner in which the contribution is to be made or the dues are to be paid. Members shall be notified in writing of the membership contribution or dues at any time payable by them and, if any are not paid within one (1) calendar month of receipt of such notice, as the case may be, the Members in default shall automatically cease to be Members, but such defaulting Members may on payment of all unpaid dues or fees be reinstated as Member in accordance with the Policies.

3.04 Termination of Membership

The rights of a Member lapse and cease to exist when the membership terminates for any of the following reasons:

(a) the Member dies;

(b) the Member ceases to maintain the conditions for membership set out in section 3.01 of this By-law;

(c) the Member resigns by delivering a written resignation to the President in which case such resignation shall be effective on the date specified in the resignation;

(d) the Member is expelled or the Member’s membership is otherwise terminated in accordance with the Articles or this By law;

(e) the Member’s term of membership expires, if any; or

(f) the Corporation is liquidated or dissolved under the Act.

Subject to the Articles or By law, upon any termination of membership, the Member’s rights, including any rights in the Corporation’s property, automatically cease to exist.

3.05 Member Discipline or Expulsion

The Board shall have the power to discipline or expel a Member in the following circumstances:

(a) the Member violates any provision of the Articles, By law or Policies, including the Member Code of Conduct; or

(b) the Member is carrying out any conduct which may be detrimental to the Corporation as determined by the Board in its sole discretion; or

(c) the Member’s conduct damages the Corporation’s property, or the property of a Member, Director, officer, employee, contractor or agent of the Corporation, or the property of a user of the Corporation’s facilities or a participant in the Corporation’s programs; or

(d) the Member fails to promptly report to the Corporation any damage to property described above, whether material or otherwise; or

(e) the Member interferes with the membership entitlements of other Members or the rights and privileges of users of the Corporation’s facilities or participants in the Corporation’s programs; or

for any other reason that the Board in its sole and absolute discretion considers to be reasonable, having regard to the purposes of the Corporation. All disciplinary action or expulsion of a Member shall be done in good faith and in a fair and reasonable manner.

In the event a disciplinary or expulsion action is taken against a Member, the Member shall be given at least fifteen (15) days’ notice of said disciplinary action or termination, with reasons; and be given an opportunity to be heard by the Board, orally or in writing, not less than five (5) days before the disciplinary action or termination of membership becomes effective. The provisions of this section 3.05 of this By-law are in addition any Policies adopted by the Board from time to time.

Article 4ARTICLE 4 - MEMBERS’ MEETINGS

4.01 Place of Meetings

Members’ meetings shall be held at the Corporation’s registered office or at any place in Ontario as the Board may determine.

4.02 Annual Meetings

The Board shall call an annual meeting of the Members within six (6) months of the financial year end and not later than fifteen (15) months after the last annual meeting.

4.03 Special Meetings

The Board may call, at any time, a special meeting of the Members.

4.04 Special Business

In accordance with the Act, all business transacted at a special meeting of the Members and all business transacted at an annual meeting of the Members is special business except for consideration of the financial statements; consideration of the audit or review engagement report, if any; an extraordinary resolution to have a review engagement instead of an audit or to not have an audit or a review engagement; election of Directors; and reappointment of the incumbent auditor or person appointed to conduct a review engagement.

4.05 Notice of Meetings

(a) Notice of the time and place of a Members’ meeting shall be given in accordance with section 11.01 of this By-law:

(i) to each Director,

(ii) to each Member entitled to receive notice, and

(iii) to the Corporation’s auditor or the person appointed to conduct a review engagement of the Corporation,

not less than ten (10) days and not more than fifty (50) days prior to the meeting.

(b) Notice of a Members’ meeting is not required to specify a place of the meeting if the meeting is to be held entirely by one or more telephonic or electronic means. If a person may attend a meeting of the Members by telephonic or electronic means, the notice of the meeting must include instructions for attending and participating in the meeting by the telephonic or electronic means that will be made available for the meeting, including, if applicable, instructions for voting by such means at the meeting.

(i) state the nature of that business in sufficient detail to permit a Member to form a reasoned judgment on the business; and

(ii) state the text of any special resolution to be submitted to the meeting.

(d) Not less than twenty-one (21) days, or the prescribed number of days under the Act, before each annual meeting or before the signing of a resolution in lieu of the annual meeting, the Corporation shall give a copy of the Board-approved financial statements, auditor’s report, and any further information respecting the financial position of the Corporation and the results of its operations required by the Articles or this By law to all Members who have informed the Corporation that they wish to receive a copy of those documents.

4.06 Adjournments

(a) If within one-half (½) hour after the time appointed for a Members’ meeting, the meeting has not commenced because a quorum is not present, the Members present may adjourn the meeting to a fixed time and place, but may not transact any other business.

(b) If a Members’ meeting is adjourned for less than thirty (30) days, no meeting notice that continues the adjourned meeting is required if all of the following are announced at the time of the adjournment:

(i) the time of the continued meeting;

(ii) if applicable, the place of the continued meeting; and

(iii) if applicable, instructions for attending and participating in the continued meeting by the telephonic or electronic means that will be made available for the meeting, including, if applicable, instructions for voting by such means at the meeting.

(c) If a Members’ meeting is adjourned by one or more adjournments for an aggregate of more than thirty (30) days, notice of the meeting that continues the adjourned meeting shall be given in accordance with section 4.05 of this By-law.

4.07 Persons Entitled to be Present

The only persons entitled to attend a Members’ meeting are the Members, the Directors, the auditor or the person who has been appointed to conduct a review engagement of the Corporation, if any, and others who are entitled or required under any provision of the Act or the Articles or the By laws of the Corporation to be present at the meeting. Any other person may be admitted only if invited by the chair of the meeting or with the majority consent of the Members present at the meeting.

4.08 Chair of the Meeting

The chair of Members’ meetings shall be:

(a) the President; or

(b) a President-Elect, if the President is absent, unable, or unwilling to act; or

a chair elected by the Members present if the President, President-Elect, and Immediate Past-President are absent or unable to act. The Secretary, if one has been appointed and present at the meeting, shall preside at the election of the meeting chair, but if the Secretary is not present, the Members, from those present, shall choose a Member to preside at the election.

4.09 Quorum

A quorum for the transaction of business at a Members’ meeting is two (2) Members entitled to vote at the meeting, including persons present by telephonic or electronic means or by proxy if permitted by the By law. If a quorum is present at the opening of a Members’ meeting, the Members present may proceed with the meeting’s business, even if quorum is not present throughout the meeting.

4.10 Meetings Held by Electronic Means

A meeting of the Members may be held entirely by one or more telephonic or electronic means or by any combination of in-person attendance and by one or more telephonic or electronic means if the Corporation makes such means available, provided that those means must enable all persons entitled to attend the meeting to reasonably participate. A person participating in the meeting by those means is deemed to be present in person at the meeting. A vote at a meeting of the Members may be conducted entirely by one or more telephonic or electronic means or by a combination of one or more telephonic or electronic means and voting in person.

4.11 Voting of Members

(a) Each Member entitled to vote and present at a meeting shall have the right to exercise one (1) vote on each matter.

(b) At all Members’ meetings, every question shall be determined by a majority of votes cast unless otherwise specifically provided by the Act or, subject to the Act, by either the Articles or this By-law.

(c) Every question submitted to any Members’ meeting shall be decided in the first instance by a show of hands and the chair of the meeting, if a Member, shall have a vote.

(d) An abstention shall not be considered a vote cast.

(e) Before or after a show of hands has been taken on any question, the chair of the meeting may require, or any Member or proxyholder may demand, a ballot. A ballot so required or demanded shall be taken in such manner as the chair of the meeting shall direct. A demand for a ballot may be withdrawn.

(f) If there is a tie vote, the chair of the meeting shall require a ballot, and shall not have a second or casting vote. If there is a tie vote upon written ballot, the motion is lost.

4.12 Absentee Voting by Mail or by Telephonic or Electronic Means

Members entitled to vote at a Members’ meeting may vote by mail or by telephonic or electronic means in accordance with the Act.

4.13 Absentee Voting by Proxy

Every Member entitled to vote at a meeting of the Members may by means of a proxy appoint a proxyholder or one or more alternate proxyholders as the Member’s nominee to attend and act at the meeting in the manner, to the extent and with the authority conferred by the proxy.

The Corporation may send, or otherwise make available, a form of proxy to each Member who is entitled to receive meeting notice concurrently with or before giving the Members’ meeting notice. Directors may, by resolution, fix a time (not exceeding 48 hours, excluding Saturdays and holidays) before any meeting or continuance of an adjourned Members’ meeting before which time proxies to be used at that Members’ meeting must be deposited with the Corporation, and such time shall be specified in the meeting notice.

ARTICLE 5 - DIRECTORS

5.01 Duties and Responsibilities

Subject to the Act and the Articles, the Board shall manage or supervise the management of the activities and affairs of the Corporation.

5.02 Number of Directors

(a) In accordance with the Articles, the Board shall consist of six (6) to nine (9) Directors who satisfy the criteria set out in section 5.03 of this By-law and shall be elected by the Members entitled to vote in accordance with section 5.04 of this By-law or appointed in accordance with section 5.05 of this By-law.

(b) The number of Directors and the number of Directors to be elected at the annual Members’ meeting must be the number determined from time to time by special resolution or, if a special resolution empowers the Directors to determine the number, by Board resolution. No decrease in the number of Directors shall shorten the term of an incumbent Director.

5.03 Director Qualifications

An individual is disqualified from being a Director if they:

(a) are under eighteen (18) years old;

(b) are a person who has been found under the Substitute Decisions Act, 1992 or under the Mental Health Act to be incapable of managing property;

(d) have the status of bankrupt; or

(e) have not provided a clear police record check; or

(f) are not a Full Member.

A Board decision as to whether or not an individual is qualified to be a Director is final.

5.04 Election of Directors and Term

The Directors shall be elected by ordinary resolution at the annual meeting for a term of up to two (2) years provided that each such Director shall hold office until the earlier of the date on which their office is vacated pursuant to section 5.08 of this By-law or until the end of the meeting at which their successor is elected or appointed.

5.05 Filling Vacancies and Additional Appointments

(a) So long as there is a quorum of Directors in office, any vacancy occurring in the Board may be filled by the Directors then in office, provided that a Director appointed to fill a vacancy shall be only appointed for the unexpired portion of the term of such Director’s predecessor. In the absence of a quorum of Directors, or if the Members have failed to elect the number of Directors (or the minimum number of Directors provided for in the Articles), the Directors then in office shall without delay call a Members’ meeting to fill the vacancy.

(b) So long as there is a quorum of Directors in office, Directors may appoint one or more additional Directors to hold office for a term expiring not later than the close of the next annual Members’ meeting, but the total number of Directors so appointed shall not exceed one-third (1/3) of the number elected at the previous annual Members’ meeting.

5.06 Director Consent to Serve as a Director

An individual elected or appointed to hold office as a Director shall consent in writing to such election or appointment before or within ten (10) days after the election or appointment unless such Director has been re-elected or reappointed where there is no break in the Director’s term of office. If an elected or appointed Director consents in writing after the ten (10) day period referred to in this section, the election or appointment is valid.

5.07 Nomination Procedure for Election of Directors

Nominations made for the election of Directors at a Members’ meeting may be made only:

(a) by the Board in accordance with the nominating and election procedure prescribed by the Board from time to time; or

(b) in accordance with the process set out in the Act, by not less than five percent (5%) of the Members entitled to vote at the Members’ meeting at which the election is to occur.

The Board decision as to whether a candidate is qualified to stand for election is final.

5.08 Vacation of Office

(a) The office of a Director shall be automatically vacated if the Director:

(i) dies;

(ii) resigns in writing;

(iii) has been absent from three (3) consecutive Director’s meetings without reasonable excuse as determined by the Directors;

(iv) is removed by the Members in accordance with subsection 5.08(d) of this By-law; or

(v) becomes disqualified under section 5.03 of this By-law.

(b) A resignation of a Director becomes effective at the time the resignation is received by the Corporation or at the time specified in the resignation, whatever is later.

(c) A Director is not entitled to give the Corporation a statement giving reasons for resigning or for opposing their removal if a meeting is called for that purpose.

(d) The Members may, by ordinary resolution at a special Members’ meeting, remove from office any Director or Directors and may elect a qualified individual to fill the resulting vacancy for the remainder of the term of the Director(s) so removed.

(e) Where there is a Board vacancy, the remaining Directors may exercise all the Board powers so long as a quorum remains in office.

5.09 Directors Remuneration

The Directors shall serve as such without remuneration and no Director shall directly or indirectly receive any profit from their position as such provided that a Director may be reimbursed reasonable expenses incurred by the Director in the performance of their duties.

5.10 Books and Records

The Directors shall ensure that all necessary books and records of the Corporation required by the Act, the By-laws, or by any applicable statute or law are regularly and properly kept.

5.11 Policies

The Board may, from time to time, make such Policies as it may deem necessary or desirable in connection with the management of the Corporation’s activities and affairs and the conduct of the Directors, officers and Members, provided however that any such Policy shall be consistent with the provisions of the Act and the By-laws.

ARTICLE 6 - BOARD MEETINGS

6.01 Calling of Meetings

Meetings of the Board may be called by the President, the President-Elect, the Immediate Past-President or any two (2) Directors at any time.

6.02 Place of Meetings

Meetings of the Board may be held at the registered office of the Corporation or at any other place within or outside of Canada, as the Board may determine.

6.03 Notice of Meetings

(a) Notice of meetings, other than meetings described in sections 6.04 and 6.05 of this By-law, shall be given to all Directors at least forty-eight (48) hours prior to the meeting. A meeting may be called on less notice, by such means as are deemed appropriate, provided that notice is given to all Directors and the majority of the Directors consent to the holding of such meeting.

(b) Notice of a Board meeting is not necessary if all Directors are present and none objects to the holding of the meeting, or if those absent have waived notice or otherwise signified their consent to the holding of the meeting.

(c) Notice of a Board meeting need not specify the purpose of the business to be transacted at the meeting, unless the meeting is intended to deal with a matter referred to in section 7.01 of this By-law, in which case the notice must specify that matter.

(d) Notice of a meeting of Directors need not specify a place of the meeting if the meeting is to be held entirely by one or more telephonic or electronic means. If the Directors may attend a meeting by telephonic or electronic means, the notice of the meeting must include instructions for attending and participating in the meeting by the telephonic or electronic means that will be made available for the meeting, including, if applicable, instructions for voting by such means at the meeting.

6.04 Meeting of Board after Annual Meeting

Provided a quorum of Directors is present, the Board may, without notice, hold a meeting immediately following the annual Members’ meeting.

6.05 Regular Meetings

The Board may appoint one (1) or more days for regular Board meetings at a place and time named. A copy of any Board resolution fixing the place and time of regular Board meetings shall be given to each Director forthwith after being passed, but no other notice shall be required for any such regular meeting except if notice is required to be given because the meeting is intended to deal with a matter referred to in section 7.01 of this By-law, in which case the notice must specify that matter.

6.06 No Alternate Directors

No person shall act for an absent Director at a meeting of the Board. A Director shall not be entitled to vote by proxy.

6.07 Participation at Meeting by Telephone or Electronic Means

A meeting of Directors may be held entirely by one or more telephonic or electronic means or by any combination of in-person attendance and by one or more telephonic or electronic means, provided that all persons attending the meeting are able to communicate with each other simultaneously and instantaneously. A Director participating in the meeting by those means is deemed to be present in person at the meeting.

6.08 Quorum

A majority of the Directors shall constitute a quorum.

6.09 Votes to Govern

Each Director present at a Board meeting shall be entitled to one (1) vote on each matter. Any question arising at any Board meeting or any committee meeting, shall be determined by a majority of votes. In case of an equality of votes, the meeting chair shall not have a second vote and the vote shall be lost.

6.10 Ballots

The vote on any question shall be taken by secret ballot if so demanded by any Director present and entitled to vote. Such ballots shall be counted by the meeting chair. Otherwise a vote shall be taken by a show of hands. Unless a ballot is demanded, an entry in the minutes to the effect that the meeting chair declared that a resolution has been carried, or carried by a particular majority, or defeated, shall be conclusive in the absence of evidence to the contrary.

6.11 Dissent of Director at Meeting

A Director who is present at a meeting of the Board or of a committee of Directors is deemed to have consented to any resolution passed or action taken at the meeting, unless:

(a) the Director’s dissent is entered in the meeting minutes;

(b) the Director requests that their dissent be entered in the meeting minutes;

(d) the Director submits their written dissent immediately after the meeting is terminated to the Corporation.

A Director who votes for or consents to a resolution is not entitled to dissent under this section.

6.12 Dissent of Absent Director

A Director who was not present at a meeting at which a resolution was passed or action taken is deemed to have consented to the resolution or action unless within seven (7) days after becoming aware of the resolution, the Director has:

(i) caused their written dissent to be placed with the meeting minutes; or

(ii) submitted their written dissent to the Corporation.

6.13 Persons Entitled to be Present

Guests may attend Board meetings with the meeting’s consent on the invitation of the President.

6.14 Meeting Adjournment

(a) If within one-half (½) hour after the time appointed for a Board meeting a quorum is not present, the meeting shall stand adjourned until a day to be determined by the meeting chair.

(b) Notice of a meeting that continues an adjourned meeting of Directors is not required to be given if all of the following are announced at the time of the adjournment:

(i) the time of the continued meeting;

(ii) if applicable, the place of the continued meeting; and

6.15 Written Resolutions in Lieu of Meeting

A resolution, signed by all of the Directors entitled to vote on that resolution at a Board meeting or a committee of Directors is as valid as if it had been passed at a Board meeting or of a committee of Directors. The Corporation shall keep a copy of every written resolution of the Board or a committee of Directors with the minutes of Board meetings or of a committee of Directors.

ARTICLE 7 - COMMITTEES

7.01 Delegation – Executive Committee

The Board may appoint from their number a managing director or a committee of Directors (which may be referred to as an executive committee) and delegate to the managing director or committee any of the powers of the Board except those which may not be delegated by the Board in accordance with subsection 36(2) of the Act as follows:

(a) to submit to the Members any question or matter requiring the Members’ approval;

(b) to fill a vacancy among the Directors or in the position of auditor or of a person appointed to conduct a review engagement of the Corporation;

(d) to issue debt obligations except as authorized by the Directors;

(e) to approve any annual financial statements;

(f) to adopt, amend or repeal By laws; or

(g) to establish contributions to be made, or dues to be paid, by Members.

Unless otherwise determined by the Board, such a committee shall have the power to fix its quorum at not less than a majority of its members, to elect its chair, and to otherwise regulate its procedures.

7.02 Other Committees

The Board may from time to time appoint any committee or other advisory body as it deems necessary or appropriate for such purposes and, subject to the Act, with such powers as the Board shall see fit. Any such committee may formulate its own rules of procedure, subject to such regulations or directions as the Board may from time to time make. Any committee member may be removed by resolution of the Board. The Board may fix any remuneration for committee members who are not also Directors.

7.03 Audit Committee

In accordance with the Act, if the Board adopts an audit committee, the following provisions shall apply:

(a) the audit committee shall be comprised of one or more Directors and a majority of the audit committee members must not be officers or employees of the Corporation or of any of its affiliates;

(b) the audit committee shall review the Corporation’s financial statements before they are approved by the Directors; and

(c) the auditor or person appointed to conduct a review engagement is entitled to notice of the time and place of any audit committee meeting.

ARTICLE 8 - OFFICERS

8.01 Officers

(a) The Corporation’s officers shall include the President, who shall be the Chair of the Board for the purposes of the Act, and may include a President-Elect, Immediate Past-President, Chief Administrative Officer, a Secretary, a Treasurer, and any such other officers as the Board may by resolution determine.

8.02 Appointment

(a) Subject to the Articles and the By-laws, the Board may specify the duties of officers and delegate to them powers to manage the Corporation’s activities and affairs, except the power to do anything referred to in section 7.01 of this By-law.

(b) Other than the President, who must be a Director, the Corporation’s officers may but need not be Directors. A person may hold more than one office.

8.03 Description of Office

(a) President – The President shall be appointed by the Board from among the Directors. The President shall, when present, preside at all meetings of the Board and of the Members. The President shall perform such other duties as may be prescribed by the By-laws or the Board.

(b) President-Elect – If appointed, the President-Elect shall, in the President’s absence or disability, perform the President’s duties and exercise the President’s powers and shall perform such other duties as shall from time to time assigned to the President-Elect by the Board.

(c) Immediate Past-President – If appointed, the Immediate Past-President shall, in the President’s or President-Elect’s absence or disability, perform the President’s duties and exercise the President’s powers and shall perform such other duties as shall from time to time assigned to the President-Elect by the Board.

(d) Chief Administrative Officer – The Corporation’s chief executive shall be known as the Chief Administrative Officer and shall be appointed and hired by the Board. The Chief Administrative Officer shall have charge and control over the Corporation’s activities and property, shall direct the work of all of its employees, and shall attend all meetings of the Board, the Members, and any committee of the Corporation at the request of the Board or the President. The Chief Administrative Officer shall make periodic and regular reports to the Board and shall in these reports make recommendations concerning all questions calling for action or direction. The Chief Administrative Officer shall be responsible for all employee matters, including hiring, and termination (if necessary).

(e) Secretary – The Secretary, if appointed, shall carry out the duties of the Corporation’s secretary generally and shall attend, or cause a recording secretary to attend, all meetings of the Board, the Members, and committees, to act as a clerk thereof and to record all votes and minutes of all proceedings in the books to be kept for that purpose. The Secretary shall give or cause to be given notice of all meetings of the Members and of the Board, and shall perform such other duties as may be prescribed by the By laws or the Board.

(f) Treasurer – The Treasurer, if appointed, shall carry out the duties of the Corporation’s treasurer generally, and shall keep or cause to be kept full and accurate accounts of all of the Corporation’s assets, liabilities, receipts and disbursements in the books to be kept for that purpose. The Treasurer shall perform such other duties as may be prescribed by the By laws or the Board.

(g) Other Officers – The powers and duties of all other officers shall be such as the Board may from time to time determine. Any of the powers and duties of an officer to whom an assistant has been appointed may be exercised and performed by such an assistant unless the Board otherwise directs.

8.04 Terms of Office

Unless otherwise provided in this By law, officers shall be appointed by the Board at the first meeting of the Board immediately following the annual meeting of Members and shall hold their position for a period of up to two (2) years or until their successors are appointed. Officers shall be subject to removal by Board resolution at any time.

ARTICLE 9 - CONFLICT OF INTEREST

9.01 Declaration of Conflict

(a) Any Director or officer who:

(i) is a party to a material contract or transaction or proposed material contract or transaction with the Corporation; or

(ii) is a director or officer of, or has a material interest in, any person who is a party to a material contract or transaction or proposed material contract or transaction with the Corporation

shall disclose to the Corporation or request to have entered in the minutes of meetings of Directors the nature and extent of their interest.

(b) The disclosure required to be made, pursuant to subsection 9.01(a) of this By-law, by a Director shall be made:

(i) at the meeting at which a proposed contract or transaction is first considered;

(ii) if the Director was not then interested in a proposed contract or transaction, at the first meeting after such Director becomes so interested;

(iii) if the Director becomes interested after a contract is made or transaction entered into, at the first meeting after the Director becomes so interested; or

(iv) if a person who is interested in a contract or transaction later becomes a Director, at the first meeting after such person becomes a Director.

(c) The disclosure required to be made, pursuant to subsection 9.01(a) of this By-law, by an officer who is not a Director shall be made:

(i) forthwith after the officer becomes aware that the contract or transaction or proposed contract or transaction is to be considered or has been considered at a Board meeting;

(ii) if the officer becomes interested after a contract is made or transaction is entered into, forthwith after they become so interested; or

(iii) if a person who is interested in a contract or transaction later becomes an officer, forthwith after they become an officer.

(d) In the event that the contract or transaction or proposed contract or transaction in respect of which a disclosure is required to be made for the purposes of subsection 9.01(a) of this By-law is one that, in the ordinary course of the Corporation’s business, would not require Directors’ or Members’ approval, then the Director or officer shall disclose to the Corporation or request to have entered in the Board meeting minutes the nature and extent of their interest forthwith after the Director or officer becomes aware of the contract or transaction or proposed contract or transaction.

(e) Except as permitted by the Act, a Director referred to in subsection 9.01(a) of this By-law shall not attend any part of a Board meeting during which the contract or transaction is discussed and shall not vote on any resolution to approve the contract or transaction.

(f) If no quorum exists for the purpose of voting on a resolution to approve a contract or transaction or proposed contract or transaction in respect of which a disclosure is required only because a Director is not permitted to be present at the meeting by reason of subsection 9.01(e) of this By-law, the remaining Directors are deemed to constitute quorum for the purposes of voting on the resolution.

(g) Subject to the provisions of the Act, if all Directors are required to make such disclosure, the contract or transaction or proposed contract or transaction may only be approved by the Members.

(h) A contract or transaction for which disclosure is required under subsection 9.01(a) of this By-law is not void or voidable, and the Director or officer is not accountable to the Corporation or the Members for any profit or gain realized from the contract or transaction, because of the Director’s or officer’s interest in the contract or transaction or because the Director was present or was counted to determine whether a quorum existed at the Board or committee meeting that considered the contract or transaction, if:

(i) disclosure of the interest was made in accordance with this section;

(ii) the Board approved the contract or transaction; and

(iii) the contract or transaction was reasonable and fair to the Corporation when it was approved.

9.02 General and Continuing Disclosure of Interest

For the purposes of section 9.01 of this By-law, a general notice to the Directors by a Director or officer declaring that the Director or officer is a director or officer of or has a material interest in a person, or that there has been a material change in the Director’s or officer’s interest in the person, and is to be regarded as interested in any contract or transaction entered into with that person is sufficient declaration of interest in relation to any contract or transaction so made.

ARTICLE 10 - PROTECTION OF DIRECTORS, OFFICERS AND OTHERS

10.01 Standard of care

Every Director and officer in exercising their powers and discharging their duties to the Corporation shall,

(a) act honestly and in good faith with a view to the Corporation’s best interests; and

(b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

10.02 Liability of Directors and Officers

No Director, officer or committee member of the Corporation is liable for the acts, neglects or defaults of any other Director, officer, committee member or employee of the Corporation or for joining in any receipt or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired by resolution of the Board or for or on behalf of the Corporation or for the insufficiency or deficiency of any security in or upon which any of the money 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 of the duties of their respective office or trust provided that they have:

(a) complied with the Act, the Articles and By laws; and

(b) exercised their powers and discharged their duties in accordance with the Act.

10.03 Indemnification of Directors and Others

(a) Every Director or officer or former Director or officer of the Corporation or an individual who acts or acted at the Corporation’s request as a director or officer, or in a similar capacity, of another entity, shall be indemnified out of the Corporation’s funds from and against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the individual in respect of any civil, criminal, administrative, investigative or other action or proceeding in which the individual is involved because of that association with the Corporation or other entity.

(b) The Corporation may advance money to an individual referred to in subsection 10.03(a) of this By-law for the costs, charges and expenses of an action or proceeding referred to in that subsection, but the individual shall repay the money if the individual does not fulfil the conditions set out in subsection 10.03(c) of this By-law.

(i) the individual acted honestly and in good faith with a view to the Corporation’s best interests or other entity, as the case may be; and

(ii) if the matter is a criminal or administrative proceeding that is enforceable by a monetary penalty, the individual had reasonable grounds for believing that their conduct was lawful.

10.04 Insurance

Subject to the Act and applicable laws, the Corporation may purchase and maintain insurance for the benefit of an individual referred to in section 10.03 of this By-law, against any liability incurred by that individual in the individual’s capacity as a Director or an officer of the Corporation, or, in the individual’s capacity as a director or officer, or in a similar capacity, of another entity if the individual acts or acted in that capacity at the Corporation’s request.

ARTICLE 11 - NOTICES

11.01 Method of Giving Notice

(a) Whenever under the provisions of the By law notice is required to be given, unless otherwise provided such notice may be given in writing and delivered or sent by prepaid mail, by personal delivery or by electronic means to:

(i) each Director at their latest address as shown in the Corporation’s records or in the most recent notice or return filed under the Corporations Information Act, whichever is the more current;

(ii) to each Member, officer, or committee member at their latest address as shown in the Corporation’s records; or

(iii) to the Corporation’s auditor or the person appointed to conduct a review engagement of the Corporation at its business address.

A notice so delivered shall be deemed to have been received when it is delivered personally or to the address as aforesaid; a notice so mailed shall be deemed to have been received on the fifth (5th) day after it was deposited in a post office or public letter box, or as otherwise prescribed by the Act; and a notice so sent by any electronic means shall be deemed to have been sent and received in the manner and at the time specified in the Electronic Commerce Act, 2000.

(b) The Secretary may change or cause to be changed the recorded address of any Member, Director, officer, auditor or committee member in accordance with any information believed by them to be reliable.

(c) Notwithstanding the foregoing provisions with respect to mailing, if it may reasonably be anticipated that, due to any strike, lock out, or similar event involving an interruption in postal service, any notice will not be received by the addressee by no later than the fifth (5th) business day following its mailing, then the mailing of the notice shall not be an effective means of sending it but rather any notice must then be sent by an alternative method that may reasonably be anticipated will cause the notice to be received reasonably expeditiously by the addressee.

11.02 Computation of Time

In computing the date or time 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.

11.03 Omissions and Errors

The accidental omission to give any notice to any Member, Director, officer, committee member or the auditor of the Corporation or the non-receipt of any notice by any Member, Director, officer, committee member or the auditor of the Corporation 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.

11.04 Waiver of Notice

Any Member, Director, officer, committee member, or the Corporation’s auditor may, in writing, waive or consent to abridge the time for giving any notice required to be given to them or it under any provision of the Act, the Articles or the Corporation’s By law, and such waiver or consent to abridgment, whether given before or after the meeting or other event of which notice is required to be given, shall cure any default in giving such notice. Attendance and participation at a meeting constitutes waiver of notice unless such attendance is for the express purpose of objecting to the transaction of any business on the grounds the meeting was not lawfully called.

ARTICLE 12 - AMENDMENTS TO ARTICLES AND BY LAWS

12.01 Amendment of Articles

Pursuant to the Act, a special resolution of the Members is required to make any amendment to the Articles of the Corporation with respect to the matters listed in section 103(1) of the Act.

12.02 Amendment of By law

Unless the Articles or the By-laws otherwise provide, the Directors may by resolution make, amend or repeal any By-law that regulates the activities or affairs of the Corporation, except in respect of a matter referred to in sections 103 (1) (g), (k) or (l) of the Act. The Directors shall submit the By-law, amendment or repeal to the Members at the next meeting of the Members, and the Members entitled to vote may confirm, reject or amend the By-law, amendment or repeal by ordinary resolution. The By-law, amendment or repeal is effective from the date of the resolution of the Directors or such other date set out in the resolution. The By-law, amendment or repeal ceases to have effect if it is not submitted by the Directors to the Members or if it is rejected by the Members. If confirmed or confirmed as amended by the Members, it remains effective in the form in which it was confirmed. If rejected by the Members, it thereupon ceases to have effect and the Corporation shall revert to the By-law in force immediately prior thereto, provided that no act done or right acquired under any such By-law is prejudicially affected by any such rejection or refusal to approve. If a By-law, amendment or repeal ceases to have effect, a subsequent resolution of the Directors that has substantially the same purpose or effect is not effective until it is confirmed or confirmed as amended by the Members.

ARTICLE 13 - EFFECTIVE DATE AND REPEAL

13.01 Effective Date

This By law is effective on the date shown in the certificate of amendment issued by the Director appointed under section 6 of the Act.

13.02 Repeal of Previous By law

All previous By laws of the Corporation related to the subject matter of this By law are hereby repealed as of the date specified in section 13.01 of this By-law. Such repeal shall not affect the validity of any act done or right or privilege, obligation or liability acquired or incurred under such By law prior to its repeal. All officers and persons acting under any By law so repealed shall continue to act as if appointed under the provisions of this By law and all resolutions of the Directors or Members with continuing effect passed under any repealed By law shall continue to be good and valid except to the extent inconsistent with this By law and until amended or repealed.

CERTIFIED to be the General Operating By law of the Corporation effective as of June 25, 2025 as enacted by the Board by resolution dated March 5, 2025 and confirmed by the Members by special annual meeting resolution dated June 25, 2025.


President – Amy Gangl		Chief Administrative Officer – John Milton

ORFA Inc. General Operating By‑law

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