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Corporate structure - Bylaws

CONSOLIDATED BY-LAWS*

CANADIAN GEOEXCHANGE COALITION

 

CORPORATE SEAL

1. The seal, an impression whereof is stamped in the margin hereof, shall be the seal of the corporation.

 

2. Until changed in accordance with the Canada Corporations Act (the “Act”), the Head Office of the corporation shall be in the City of Montréal, in the Province of Québec.

 

3. Membership in the corporation shall be limited to persons interested in furthering the objects of the corporation and shall consist of anyone whose application for admission as a member has received the approval of the executive committee of the corporation.
4. There shall be no membership fees or dues unless otherwise directed by the board of directors.
5. Any member may withdraw from the corporation by delivering to the corporation a written resignation and lodging a copy of the same with the secretary of the corporation.
6. Members may be private individuals, corporations, partnerships, other unincorporated bodies, associations or societies.
7. All prospective members must formally apply to the corporation for membership and submit information that will enable the board of directors to assess whether the applicant will be admitted into membership. The final decision regarding admittance into membership shall be made by the executive committee in accordance with the by-laws of the corporation and membership rules passed by the board of directors. New members must fall within the membership criteria and classes stated in the by-laws and the membership rules. Any consideration of an applicant for membership must be carried out in good faith, without conflict of interest and with a view to the objects of the corporation. Applicant must comply with the CGC Code of Conduct as approved by the Board of Directors on August 11, 2005 and modified from time to time thereafter.
8. The corporation shall have the following classes of members:
(a) Energy distribution companies (“Class A”)
(b) Equipment manufacturers and distributors (“Class B”)
(c) System designers (architects, engineers) (“Class C”)
(d) System installers (“Class D”)
(e) Financial, legal and other industry support services (“Class E”)
(f) Research centers, academic (“Class F”)
(g) Energy consumers, developers, governments (“Class G”)
(h) Industrial and professional association (“Class H”)”
9. Members of Class H shall not be entitled to vote for, or nominate, directors for the Corporation’s board of directors (“Directors” and any one of them is a “Director”), nor to vote at any annual meeting of members or other members meeting.
10. The members of each class shall be entitled to nominate, by way of class vote, that number of directors as set out in the following chart, provided that if a class has fewer members than the number of directors it is entitles to nominate, then it shall only nominate that number of directors equal to the number of members it has.

CLASS	NUMBER OF NOMINEES
Class A	6
Class B	2
Class C	2
Class D	2
Class E	1
Class F	1
Class G	1
Class H	0

 

11. Class votes shall be conducted as follows: each member shall be entitled to that number of votes in proportion to the membership fees paid in the year of the vote to the corporation. In the event that no
membership fees have been paid in the year of the vote, each member shall be entitled to one (1) vote.
12. The board of directors may nominate a representative of each of class A, B, C, D, E, F and G to the corporation’s board of directors. These nominees need not be members of the corporation.
13. A member’s membership may be terminated by a vote of the board of directors of the Corporation. However, where a class has more than 3 members, termination of any member of that class shall require the consent of the majority of members of the respective class.
14. The rights of any class shall not be amended or modified without the consent of 2/3 of the votes cast in class vote of the class.
15. Members shall only be permitted to belong to one class, however the executive committee may approve the change of a member from one class to another class upon renewal of membership, at such other time as recommended by the executive committee.

MEMBERS' MEETINGS

16. The annual or any other general meeting of the members shall be held within 90 days after the end of the corporation's fiscal year, in the city where the head office of the corporation is situated. Members may attend the annual meeting or any other general meeting of the members by teleconference or by other electronic means.
17. At every annual meeting, in addition to any other business that may be transacted, the report of the directors, the financial statement and the report of the auditors shall be presented and auditors appointed for the ensuing year. The members may consider and transact any business either special or general at any meeting of the members. The board of directors or the chair or vice-chair shall have power to call, at any time, a general meeting of the members of the corporation. The board of
directors shall call a special meeting of members on written requisition of members carrying not less than 25% of the voting rights. Three members present at a meeting will constitute a quorum.
18. Fourteen (14) days' notice shall be given to each voting member of any annual or special meeting of members. Notice may be given:

(a) by mail;

(b) by electronic means such as e-mail or fax; or

(c) by notice published in a regular newsletter sent to all members individually.
19. No error or omission in giving notice of any annual or general meeting or any adjourned meeting,
whether annual or general, of the members of the corporation shall invalidate such meeting or make
void any proceedings taken thereat and any member may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. For purpose of sending notice to any member, director or officer for any meeting or otherwise, the address of the member, director or officer shall be his last address recorded on the books of the corporation.
20. Members shall take all actions and cast all votes required to elect to the corporation’s board of directors, nominees to the board, as nominated under the terms of these by-laws.

 

21. The property and business of the corporation shall be managed by a board of directors, comprised of a minimum of three directors.
22. The applicants for incorporation shall become the first directors of the corporation whose term of office on the board of directors shall continue until their successors are elected. At the first meeting of members, the board of directors then elected shall replace the provisional
directors named in the Letters Patent of the corporation.
23. Directors shall be elected for a term of one year by the members at an annual meeting of members.
24. The office of director shall be automatically vacated:
(a) if a director has resigned his office by delivering a written resignation to the secretary of the corporation;
(b) if he is found by a court to be of unsound mind;
(c) if he becomes bankrupt or suspends payment with his creditors;
(d) on death;
(e) when he is no longer a director, officer, employee, designee or duly appointed representative of a member of the class of member which nominated such director; provided that if any vacancy shall occur for any reason in this paragraph contained, the board of directors by majority vote, or the Class of members entitled to nominate such director, as the case may be in accordance with these By-laws, may, by appointment, fill the vacancy with a member of the corporation.
25. The directors shall serve as such without remuneration and no director shall directly or indirectly receive any profit from his position as such; provided that a director may be paid reasonable expenses incurred by him in the performance of his duties. Nothing herein contained shall be construed to preclude any director from serving the corporation as an officer or in any other capacity and receiving compensation therefor.
26. A retiring director shall remain in office until the dissolution or adjournment of the meeting at which his retirement is accepted and his successor is elected.

27. The directors of the corporation may administer the affairs of the corporation in all things and make or cause to be made for the corporation, in its name, any kind of contract which the corporation may lawfully enter into and, save as hereinafter provided, generally, may exercise all such other powers and do all such other acts and things as the corporation is by its charter or otherwise authorized to
exercise and do.
28. The directors shall have power to authorize expenditures on behalf of the corporation from time to time and may delegate by resolution to an officer or officers of the corporation the right to employ and pay salaries to employees. The directors shall have the power to enter into a trust arrangement with a trust company for the purpose of creating a trust fund in which the capital and interest may be made available for the benefit of promoting the interest of the corporation in accordance with such
terms as the board of directors may prescribe. The board of directors is hereby authorized, from time to time
i) to borrow money upon the credit of the corporation, from any bank, corporation, firm or person, upon such terms, covenants and conditions at such times, in such sums, to such an extent and in such manner as the board of directors in its discretion may deem expedient;
ii) to limit or increase the amount to be borrowed;
iii) to issue or cause to be issued bonds, debentures or other securities of the corporation and to pledge or sell the same for such sums, upon such terms, covenants and conditions and at such prices as may be deemed expedient by the board of directors;
iv) to secure any such bond, debentures or other securities, or any other present or future borrowing or liability of the company, by mortgage, hypothec, charge or pledge of all or any currently owned or subsequently acquired real and personal, movable and immovable,
property of the corporation, and the undertaking and rights of the corporation.
29. The board of directors shall take such steps as they may deem requisite to enable the corporation to acquire, accept, solicit or receive legacies, gifts, grants, settlements, bequests, endowments and donations of any kind whatsoever for the purpose of furthering the objects of the corporation.
30. The board of directors may appoint such agents and engage such employees as it shall deem necessary from time to time and such persons shall have such authority and shall perform such duties as shall be prescribed by the board of directors at the time of such appointment.
31. Remuneration for all officers, agents and employees and committee members shall be fixed by the board of directors by resolution. Such resolution shall have force and effect only until the next meeting of members when such resolution shall be confirmed by resolution of the members, or in the absence of such confirmation by the members, then the remuneration to such officers, agents or employees and committee members shall cease to be payable from the date of such meeting of members.

 

DIRECTORS MEETINGS

32. Meetings of the board of directors may be held at any time and place to be determined by the directors provided that 48 hours written notice of such meeting shall be given, other than by mail, to each director. Notice by mail shall be sent at least 14 days prior to the meeting. There shall be at
least one (1) meeting per year of the board of directors. No error or omission in giving notice of any meeting of the board of directors or any adjourned meeting of the board of directors of the corporation shall invalidate such meeting or make void any proceedings taken thereat and any director may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. Each director is authorized to exercise one (1) vote.
33. A majority of directors in office, from time to time, but no less than three directors, shall constitute a quorum for meetings of the board of directors. Any meeting of the board of directors at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions by or under the by-laws of the corporation. Directors may attend any meeting by teleconference or by
other electronic means. A director may vote on a matter before any meeting of the board of directors, without attending the meeting at which the vote is held, by means of a detailed voting ballot, however such ballot shall only be counted if the motion on the floor at the meeting is identical to that contained in the mail ballot. Once the quorum is established at the beginning of a board of directors meeting, it shall automatically be maintained until the end of the meeting.

 

INDEMNITIES TO DIRECTORS AND OTHERS

34. 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 or any company controlled by it 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;

a) all costs, charges and expenses which such director, officer or other person sustains or incurs in or about any action, suit or proceedings which is brought, commenced or prosecuted against him, or in respect of any act, deed, matter of 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;
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 wilful neglect or default.

 

OFFICERS

35. The officers of the corporation shall be a chair, a vice-chair, an executive director, secretary, treasurer and any such other officers as the board of directors may by by-law determine. Any two offices may be held by the same person. Officers need not be directors, nor members.
36. Officers of the Corporation shall be appointed or confirmed by resolution of the board of directors at the first meeting of the board of directors following an annual meeting of members.
37. The officers of the corporation shall hold office from the date of appointment or election or until their successors are elected or appointed in their stead. Officers shall be subject to removal by resolution of the board of directors at any time.

DUTIES OF OFFICERS

38. The executive director shall be the chief executive officer of the corporation. He shall have the general and active management of the affairs of the corporation. He shall see that all orders and resolutions of the board of directors are carried into effect. The executive director, if not a director, shall be an ex-officio member of the board of directors and shall be entitled to attend all meetings and
receive all information that directors receive, except where a conflict of interest exists.
39. The chair, or in his absence or inability or refusal or failure to act, the vice-chair, shall preside at all meetings of the members or directors. The chair shall have such other powers and duties as the board of directors may determine from time to time. A vice-chair shall possess the powers of the chair in the absence or inability or refusal or failure to act of the chair and, if a vice-chair exercises any of the powers and duties of the chair, the absence or inability or refusal or failure to act of the chair shall be presumed. The chair or the vice-chair, if not a director, shall be an ex-officio member of the board of directors and shall be entitled to attend all meetings and receive all information that directors receive, except where a conflict of interest exists.
40. The treasurer shall have the custody of the funds and securities of the corporation and shall keep full and accurate accounts of all assets, liabilities, receipts and disbursements of the corporation in the books belonging to the corporation and shall deposit all monies, securities and other valuable effects in the name and to the credit of the corporation in such chartered bank of trust company, or, in the case of securities, in such registered dealer in securities as may be designated by the board of directors from time to time. He shall disburse the funds of the corporation as may be directed by proper authority taking proper vouchers for such disbursements, and shall render to the chair and directors at the regular meeting of the board of directors, or whenever they may require it, an
accounting of all the transactions and a statement of the financial position, of the corporation. He shall also perform such other duties as may from time to time be directed by the board of directors.
41. The secretary may be empowered by the board of directors, upon resolution of the board of directors, to carry out his affairs of the corporation generally under the supervision of the officers thereof and shall attend all meetings and act as clerk thereof and record all votes and minutes of all proceedings in the books to be kept for that purpose. He 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 president, under whose supervision he shall be. He shall be custodian of the seal of the corporation, which he shall deliver only when authorized by a resolution of the board of directors to do so and to such person or persons as may be named in the resolution. The secretary may attend all board meetings and may appoint an observer to attend board meetings to  assist the secretary in carrying out his duties.
42. The duties of all other officers of the corporation shall be such as the terms of their engagement call for or the board of directors requires of them.

 

COMMITTEES

43. The board of directors may appoint committees whose members will hold their offices at the will of the board of directors. The directors shall determine the duties of such committees and may fix by resolution, any remuneration to be paid.

 

EXECUTIVE COMMITTEE

44. There shall be an executive committee composed of the executive director, the chair of the board of directors, the vice chair of the board of directors, the secretary and treasurer. The executive committee shall exercise such powers as are authorized by the board of directors. Any executive committee member may be removed by a majority vote of the board of directors. Executive
committee members shall receive no remuneration for serving as such, but are entitled to reasonable expenses incurred in the exercise of their duty.
45. Meetings of the executive committee shall be held at any time and place to be determined by the members of such committee. No less than 3 appointees of such committee shall constitute a quorum. No error or omission in giving notice of any meeting of the executive committee or any adjourned meeting of the executive committee of the corporation shall invalidate such meeting or make void any

proceedings taken thereat and any member of such committee may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat.

 

EXECUTION OF DOCUMENTS

46. Contracts, documents or any instruments in writing requiring the signature of the corporation, shall be igned by any officer and all contracts, documents and instruments in writing so signed shall be inding upon the corporation without any further authorization or formality. The directors shall have ower from time to time by resolution to appoint an officer, officers or agents on behalf of the orporation to sign specific contracts, documents and instruments in writing. The directors may give he corporation's power of attorney to any registered dealer in securities for the purposes of the ransferring of and dealing with any stocks, bonds, and other securities of the corporation. The seal of
the corporation when required may be affixed to contracts, documents and instruments in writing signed as aforesaid or by any officer or officers appointed by resolution of the board of directors. 

 

47. The minutes of the board of directors and the minutes of the executive committee shall not be available to the general membership of the corporation but shall be available to the board of directors, each of whom shall receive a copy of such minutes.

 

FINANCIAL YEAR

48. Unless otherwise ordered by the board of directors, the fiscal year end of the corporation shall be March 31.

 

AMENDMENT OF BY-LAWS

49. The by-laws of the corporation not embodied in the letters patent may be repealed or amended by by-law, or a new by-law relating to the requirements of subsection 155(2) of the Canada Corporations Act, may be enacted by a majority of the directors at a meeting of the board of directors and sanctioned by an affirmative vote of at least two-thirds (2/3) of the members of each class of membership at a meeting duly called for the purpose of considering the said by-law, provided that the repeal or amendment of such by-laws shall not be enforced or acted upon until the approval of the Minister of Industry has been obtained.

 

AUDITORS

50. The members shall, at each annual meeting, appoint an auditor to audit the accounts and annual financial statements of the corporation for report to the members at the next annual meeting. The auditor shall hold office until the next annual meeting provided that the directors may fill any casual vacancy in the office of the auditor. The remuneration of the auditor shall be fixed by the board of
directors.

 

BOOKS AND RECORDS

51. The directors shall see that all necessary books and records of the corporation required by the bylaws of the corporation or by any applicable statute or law are regularly and properly kept.

 

RULES AND REGULATIONS

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

 

INTERPRETATION

53. In these by-laws and in all other by-laws of the corporation hereafter passed unless the context otherwise requires, words importing the singular number or the masculine gender shall include the plural number or the feminine gender, as the case may be, and vice versa, and references to persons shall include firms and corporations.

 

* Consolidated By-Laws consisting of By-Law No. 1 and By-Law No. 2 (approved by the Board of Directors, April 27, 2004), By-Law No.
3 (approved at the annual general meeting, May 19, 2005), By-Law No. 4 (approved at the special annual general meeting, July 10,
2005) and By-Law No. 5 (approved at the September 13, 2006 annual general meeting).

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