Canadian Coalition for Firearm Rights

Bylaws

By-Laws of the Canadian Coalition for Firearm Rights

Bylaws are only complete when considered with the articles of incorporation which can be found here: Amendment-Modification[2766] Articles of Incorporation

1. GENERAL
(a) Definitions. In these By-Laws and all other By-Laws of the Coalition, 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 Coalition;

“Board” means the Board of Directors of the Coalition;

“By-Laws” means these By-Laws and any other By-Laws of the Coalition as amended and which are, from time to time, in force and effect;

“Chair of the Board”, “Vice-Chair of the Board”, “President”, “Vice-President”, “Secretary”, “Treasurer”, “General Manager”, “Assistant Secretary”, “Assistant Treasurer”, “General Counsel”, “Special Counsel”, or any other Officer means such Officer of the Coalition;

“Coalition” means the Canadian Coalition for Firearm Rights; “Director” means a Member of the Board;
“Employee” means an employee of the Coalition; “Individual” means a natural person;

“Instruments in writing” shall include deeds, contracts, mortgages, hypothecs, charges, conveyances, transfers and assignments, agreements, releases, receipts and discharges for the payment of money or other obligations, cheques, promissory notes, drafts, acceptances, bills of exchange and orders for the payment of money, conveyances, transfers and assignments of shares, instruments of proxy, powers of attorney, bonds, debentures or other securities, or any paper writings;

“Meeting of Members” includes an Annual Meeting of Members or a Special Meeting of Members;

“Member” means a Member of the Coalition; “Officer” means an Officer of the Coalition;

“Ordinary resolution” means a resolution passed by a majority (for example more than 50%) of the votes cast on that resolution;

“Person” includes an individual, firm, partnership, sole proprietorship, unincorporated association, unincorporated syndicate, unincorporated organization, trust, corporation, body corporate and a natural person in his capacity as trustee, executor, administrator and legal or personal representative;

“Present in person” means physically present at the location in question or present by closed-circuit television or any other means that allow the participants to engage in simultaneous visual and oral communication or, where the person consents, present by any means that allow the participants to engage in simultaneous oral (but not visual) communication;

“Proposal” means a Proposal submitted by a Member of the Coalition that meets the requirements of section 163 (Member Proposals) of the Act;

“Regulations” means the Regulations made under the Act, as amended, restated or in effect from time to time;

“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 Members; 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.

(b) Interpretation.

(i) In the interpretation of these By-Laws, words in the singular include the plural and vice-versa, and words in one gender include all genders.
(ii) The headings and tables of contents in these By-Laws are inserted for convenience of reference only and shall not affect the construction or interpretation of the provisions of such By-Laws.
(iii) Other than as specified in (a) above, words and expressions defined in the Act have the same meanings when used in these By-Laws.
(iv) Whenever reference is made in any By-Law or any special resolution of the Coalition to any statute or section thereof, such reference shall be deemed to extend and apply to any amendment or re-enactment of such statute or section thereof, as the case may be.
(v) The provisions of the Act pertaining to electronic documents apply to all documents and instruments in writing within these By-Laws.

(c) Head Office. Subject to the requirements of the Act, the Head Office of the Coalition shall be selected from time to time by the Board of Directors.

(d) Corporate Seal. The Coalition may have a Corporate Seal which shall be adopted and may be changed by special resolution of the Directors. The Secretary of the Coalition shall be the custodian of the Corporate Seal.

(e) Execution of Documents. The Board shall from time to time direct the manner in which and the person or persons by whom a particular deed, transfer, assignment, contract, obligation, cheque, draft, or order for the payment of money, note or acceptance, or bill of exchange, document, or instrument in writing or type of deed, transfer, assignment, contract, obligation, cheque, draft, or order for the payment of money, note or acceptance, or bill of exchange, document, or instrument in writing, shall be executed. Any person authorized to sign any document may affix the Corporate Seal to the document. Any signing Officer may certify a copy of any instrument, resolution, By-Law, or other document of the Coalition to be a true copy thereof. All contracts, documents, or instruments in writing so signed shall be binding upon the Coalition without any further authorization or formality.

(f) Financial Year-End. The financial year-end of the Coalition shall be 31 December in each and every year.

(g) Banking Arrangements. The banking business of the Coalition shall be transacted at such bank, trust company or other firm or Coalition 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 an Officer or Officers of the Coalition or other persons as the Board of Directors may by resolution from time to time designate, direct or authorize.

(h) Invalidity of any Provisions of these By-Laws. The invalidity or unenforceability of any provision of these By-Laws shall not affect the validity or enforceability of the remaining provisions of these By-Laws.

(i) English and French Versions. The English and French versions of these By-Laws are equally authoritative.

2. MEMBERSHIP – MATTERS REQUIRING SPECIAL RESOLUTION

(a) Membership Conditions.

(i) The classes and groups of membership in the Coalition are as set out in the Articles.
(ii) Each Member who has a right to vote in the Articles also has the right to receive notice of and attend at all meetings of Members.
(iii) Each Member who does not have a right to vote in the Articles shall also not have the right to receive notice of and attend at any meetings of Members.
(iv) Unless a Member has been previously expelled, a Member’s membership is effective from the date he has completed the Membership Application Form prescribed by the Board of Directors from time to time and paid the required Membership Fee prescribed by the Board of Directors for that Member’s class from time to time.

(v) Pursuant to subsection 197(1) (Fundamental Changes) of the Act, a special resolution of the Members is required to make any amendments to this section 2 of the By-Laws if those amendments affect membership rights or conditions described in paragraphs 197(1)(e), (h), (l) or (m) of the Act.

(b) Register of Members. There shall be maintained at the Head Office of the Coalition a Register of Members in good standing.

(c) Notice of Meetings of Members.

1. (i) Notice of the time and place of a Meeting of Members and the general nature of the business to be transacted shall be given to each person entitled to be present at a Meeting of Members in accordance with paragraph 4(a) of these By-Laws by one or more of the following means:
  1. (A) by mail, courier or personal delivery to each person entitled to be present at a Meeting of Members, during a period of 21 to 60 days before the day on which the meeting is to be held, directed to such address of each such person as appears on the books of the Coalition, or if no address is given therein, then to the last address of each person known to the Secretary;
  2. (B) by telephonic, electronic, or other communication facility to each person entitled to be present at a Meeting of Members, during a period of 21 to 35 days before the day on which the meeting is to be held; or
  3. (C) By publication at least once in a publication of the Coalition that is sent to all its members, during a period of 21 to 60 days before the day on which the meeting is to be held.
2. (ii) Provided always that a Meeting of Members may be held for any purpose at any date and time and at any place within Canada without notice if all the persons entitled to be present are present in person at the meeting or if all the absent persons entitled to be present shall have signified their assent in writing to such meeting being held in their absence.
3. (iii) Notice of any meeting or any irregularity in any meeting or in the notice thereof may be waived by any person entitled to be present at such meeting. Attendance by any person at the meeting is a waiver of notice of the meeting by such person, unless the person attends the meeting for the express purpose of objecting to the transaction of any business or the grounds that the meeting is not lawfully called.
4. (iv) The accidental omission to give notice of any meeting or the non-receipt of any notice by any person entitled to be present shall not invalidate any resolution passed or any proceedings taken at any Meeting of Members.
5. (v) Notice of any Meeting of Members shall include a statement of the right of such Member to appoint a proxy, who need not be a Member, to exercise the same voting rights that the Member appointing such proxy would be entitled to exercise if present at the meeting. The notice of such meeting shall contain

sufficient information concerning such business to permit the Member to form a reasoned judgment on the decision to be taken.

(vi) Pursuant to subsection 197(1) (Fundamental Changes) of the Act, a special resolution of the Members is required to make any amendment to the By-Laws of the Coalition to change the manner of giving notice to Members entitled to vote at a Meeting of Members.

(d) Absentee Voting by Proxy.

(i) Pursuant to section 171(1) (Absentee Voting) of the Act, a Member entitled to vote at a Meeting of Members may vote by proxy in accordance with this section.
(ii) Members not in attendance at a Meeting of Members may vote by appointing in writing a proxyholder, and one or more alternate proxyholders, who are not required to be Members, to attend and act at the meeting in the manner and to the extent authorized by the proxy and with the authority conferred by it subject to the following requirements:
1. (A) a proxy is valid only at the meeting in respect of which it is given or at a continuation of that meeting after an adjournment;
2. (B) a Member may revoke a proxy by depositing an instrument or act in writing executed or, in Quebec, signed by the Member or by their agent or mandatary
  1. (I) at the registered office of the Coalition no later than the last business day preceding the day of the meeting, or the day of the continuation of that meeting after an adjournment of that meeting, at which the proxy is to be used, or
  2. (II) with the Chairperson of the meeting on the day of the meeting or the day of the continuation of that meeting after an adjournment of that meeting;
3. (C) a proxyholder or an alternate proxyholder has the same rights as the Member by whom they were appointed, including the right to speak at a Meeting of Members in respect of any matter, to vote by way of ballot at the meeting, to demand a ballot at the meeting and, except where a proxyholder or an alternate proxyholder has conflicting instructions from more than one Member, to vote at the meeting by way of a show of hands;
4. (D) if a form of proxy is created by a person other than the Member, the form of proxy shall

1. (I) indicate, in bold-face type,
1st. the meeting at which it is to be used,

2nd. that the Member may appoint a proxyholder, other than a person designated in the form of proxy, to attend and act on their behalf at the meeting, and

3rd. instructions on the manner in which the Member may appoint the proxyholder,

(II) contain a designated blank space for the date of the signature,
(III) provide a means for the Member to designate some other person as proxyholder, if the form of proxy designates a person as proxyholder,
(IV) provide a means for the Member to specify that the membership registered in their name is to be voted for or against each matter, or group of related matters, identified in the notice of meeting, other than the appointment of a Public Accountant and the election of Directors,
(V) provide a means for the Member to specify that the membership registered in their name is to be voted or withheld from voting in respect of the appointment of a Public Accountant or the election of Directors, and
(VI) state that the membership represented by the proxy is to be voted or withheld from voting, in accordance with the instructions of the Member, on any ballot that may be called for and that, if the Member specifies a choice under subparagraph (IV) or (V) with respect to any matter to be acted on, the membership is to be voted accordingly.

(e) a form of proxy may include a statement that, when the proxy is signed, the Member confers authority with respect to matters for which a choice is not provided in accordance with subparagraph (D)(IV) only if the form of proxy states, in bold-face type, how the proxyholder is to vote the membership in respect of each matter or group of related matters;

(f) if a form of proxy is sent in electronic form, the requirements that certain information be set out in bold-face type are satisfied if the information in question is set out in some other manner so as to draw the addressee’s attention to the information; and

(g) a form of proxy that, if signed, has the effect of conferring a discretionary authority in respect of amendments to matters identified in the notice of meeting or other matters that may properly come before the meeting shall contain a specific statement to that effect.

(iii) 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 Coalition to change this method of voting by Members not in attendance at a Meeting of Members.

(e) Absentee Voting by Mail Ballot.
1. (i) 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 Coalition has a system that:
  1. (A) enables the votes to be gathered in a manner that permits their subsequent verification, and
  2. (B) permits the tallied votes to be presented to the Coalition without it being possible for the Coalition to identify how each Member voted.
2. (ii) 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 Coalition to change this method of voting by Members not in attendance at a Meeting of Members.
(f) Absentee Voting by Telephonic, Electronic or Other Communication Facility.
1. (i) Pursuant to section 171(1) (Absentee Voting) of the Act, a Member entitled to vote at a Meeting of Members may vote by means of a telephonic, electronic or other communication facility that:
  1. (A) enables the votes to be gathered in a manner that permits their subsequent verification, and
  2. (B) permits the tallied votes to be presented to the Coalition without it being possible for the Coalition to identify how each Member voted.
2. (ii) 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 Coalition to change this method of voting by Members not in attendance at a Meeting of Members.
(g) Methods of Voting. Instead of placing a question, other than the consideration of the financial statements and Public Accountant’s report, the election of directors, or the appointment of the Public Accountant, before a Meeting of Members, the Board may have such question determined by sending notice of such question to all Members having the right to vote at a Meeting of Members and having such Members vote on the question by mail-in, telephone, or electronic ballot.

3. MEMBERSHIP FEES, TERMINATION, AND DISCIPLINE

(a) Membership Fees. Save as otherwise expressly herein provided, the fee for membership in the Coalition, for each class of Member (as provided for in the Articles), shall be such sum per annum as may be fixed from time to time by the Board. The fee for membership for the classes of Life Member and Senior Life Member shall be such sum payable upon becoming a Life Member or Senior Life Member as may be fixed from time to time by the Board.

(b) Resignation. Any Member of the Coalition may resign as a Member of the Coalition by letter addressed to the Secretary of the Coalition at the Head Office of the Coalition. Such resignation shall be effective on the later of the date of receipt or the date specified in the resignation.

(c) Termination of Membership.

(i) A membership in the Coalition is terminated in accordance with the Articles or By-Laws or if a Member fails to maintain any qualifications for membership described in the Articles or these By-Laws.
(ii) Subject to the Articles, upon any termination of membership, the rights of the Member, including any rights in the property of the Coalition, automatically cease to exist.
(iii) Except where the termination is by suspension or expulsion in accordance with paragraph (d), such termination shall not prejudice a Member’s right to apply for re-admission.

(d) Discipline of Members.

(i) The Board shall have authority to suspend or expel any Member from theCoalition for any one or more of the following grounds:
1. (A) violating any provision of the Articles, By-Laws, or Code of Conduct of the Coalition;
2. (B) carrying out any conduct which may be detrimental to the Coalition as determined by the Board in its sole discretion;
3. (C) for any other reason that the Board in its sole and absolute discretion considers to be reasonable, having regard to the purpose of the Coalition.
(ii) In the event that the Board determines that a Member should be expelled or suspended from membership in the Coalition, the President, or such other Officer as may be designated by the Board, shall provide twenty (20) days notice of suspension or expulsion to the Member and shall provide reasons for the proposed suspension or expulsion. The Member may make written submissions to the President, or such other Officer as may be designated by the Board, in response to the notice received within such twenty (20) day period. In the event that no written submissions are received by the President, the President, or such other Officer as may be designated by the Board, may proceed to notify the Member that the Member is suspended or expelled from membership in the Coalition. If written submissions are received in accordance with this section, the Board will consider such submissions in arriving at a final decision and shall notify the Member concerning such final decision within a further twenty (20) days from the date of the Board meeting at which the final decision is made.

(iii) A resolution of the Board to suspend a Member must specify the length of the suspension, not to exceed one (1) year.
(iv) A resolution of the Board to suspend a Member must by passed by ordinary resolution.
(v) A resolution of the Board to expel a Member must be passed by special resolution.
(vi) The Board’s decision to suspend a Member shall be final and binding on the Member, without any further right of appeal.
(vii) The Board’s decision to expel a Member shall be subject to an appeal to the membership at large. The Member expelled shall commence the appeal by letter addressed to the Secretary of the Coalition at the Head Office of the Coalition. The Secretary shall place the question of the expulsion of the Member on the agenda of the next Annual or Special Meeting of Members. A resolution of the Members to expel the Member must be passed by special resolution. The Member’s membership shall continue pending the outcome of the appeal, subject to the Member’s continued compliance with the Articles and By-laws. The decision of the membership shall be final and binding on the Member, without any further right of appeal.
(viii) Where a Member has been suspended or expelled, the Member may apply in writing to the Board for reinstatement. The Board is not obligated to consider such application unless at least two Directors agree to the consideration of the application. A two-thirds majority vote of the Board is required for reinstatement.
(ix) The Board’s decision not to cancel a suspension and reinstate a suspended Member shall be final and binding on the Member, without any further right of appeal.
(x) The Board’s decision not to reinstate an expelled Member shall be subject to an appeal to the membership at large. The Member expelled shall commence the appeal by letter addressed to the Secretary of the Coalition at the Head Office of the Coalition. The Secretary shall place the question of the reinstatement of the Member on the agenda of the next Annual or Special Meeting of Members. A resolution of the Members to reinstate the Member must be passed by ordinary resolution. The decision of the membership shall be final and binding on the Member, without any further right of appeal.
(xi) Notwithstanding anything in this section, the Board of Directors shall not suspend or expel as a Member a sitting Director but shall instead call a Special Meeting of the Members for the purpose of determining whether the Member who is a sitting Director ought to be suspended or expelled.

4. MEETINGS OF MEMBERS

(a) Persons Entitled to be Present. The only persons entitled to be present at a Meeting of Members shall be those entitled to vote at the meeting, the Officers, the Directors, the Public Accountant of the Coalition, the Regional Field Officer Coordinators, the Field Officers, and such other persons who are entitled or required under any provision of the Act, Articles or By-Laws of the Coalition to be present at the meeting. Any other person may be admitted only by resolution of the Members. The Chair of the Meeting may employ servants and agents to render assistance in the proper conduct of the meeting, and may admit them to the meeting for that purpose.

(b) Chair of the Meeting. 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 another Director to act as Chair of the Meeting and if no Director is present or if all the Directors present decline to act as Chair, the Members present and entitled to vote at the meeting shall choose one of their number to Chair the meeting.

(c) Quorum.

1. (i) Except for the election of directors, a quorum for the transaction of business at any Meeting of Members (unless a greater number of Members are required to be present by the Act) shall be 50 Members entitled to vote at the meeting, not counting any Officer or Director present at the meeting, present in person or by proxy; provided that in no case can any meeting be held unless there are no less than 25 Members present in person. If a quorum is present at the opening of a Meeting of Members, the Members present may proceed with the business of the meeting even if a quorum is not present throughout the meeting.
2. (ii) A quorum for the election of a director at a Meeting of Members shall be 10 Members entitled to vote on the election of the said Director, not counting any Officer or Director present at the meeting, present in person or by proxy, provided that in no case can any such election be held unless there are no less than 5 Members present in person. Notwithstanding the foregoing, a quorum for the election of a director at a Meeting of Members shall be deemed to be present where the number of mail-in ballots for the election of that director represents at least 25% of the Members entitled to vote on the election of the said Director.

(d) Votes to Govern.

1. (i) 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 question. 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 shall not have a second or casting vote and the question shall be deemed defeated.
2. (ii) Every question submitted to any Meeting of Members shall be decided by a majority of votes given on a show of hands unless otherwise specifically provided by statute, in the Articles, or by these By-Laws.

1. (iii) At any meeting, unless a ballot is demanded, a declaration by the Chair that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact without proof of the number or proportion of votes recorded in favour of or against the motion.
2. (iv) If at any meeting a ballot is demanded on the election of a Chair or on the question of adjournment, it shall be taken forthwith without adjournment. If a ballot is demanded on any other question it shall be taken in such manner and either at once or later at the meeting or after adjournment as the Chair directs. The result of a ballot shall be deemed to be the resolution of the meeting at which the ballot was demanded. A demand for a ballot may be withdrawn.

(e) Annual Meetings.

(i) The Coalition shall hold an Annual Meeting of Members not later than theearlier of:
1. (A) Fifteen months after the holding of the last preceding Annual Meeting; or
2. (B) Six months after the end of the Coalition’s financial year.
(ii) The Annual Meeting of Members shall be held at such place within Canada as the Board may by resolution determine.
(iii) The Annual Meeting of Members shall be held on such day in each year and at such time as the Board may by resolution determine.
(iv) At Annual Meetings there shall be presented a report of the Directors of the affairs of the Coalition for the previous year, a financial statement of the Coalition, the Public Accountant’s report and such other information and reports relating to the Coalition’s affairs as the Directors may determine.

(f) Special Meetings. Other Meetings of Members (to be known as “Special Meetings”) may be convened by order of the Chairman of the Board, the President, or by the Board to be held at any date and time and at any place within Canada. In addition, the Chairman of the Board or, failing him, the President shall call a Special Meeting of Members upon receipt of a written requisition to do so of not less than 5% of the Members entitled to vote at such meeting.

(g) Adjournments. The Chair may with the consent of any meeting adjourn the same from time to time and no notice of any adjournment need be given to the Members. Any business may be brought before or dealt with at any adjourned meeting which might have been brought before or dealt with at the original meeting in accordance with the notice calling the same.

5. MEETINGS OF DIRECTORS

(a) Persons Entitled to be Present. The only persons entitled to be present at a Meeting of Directors shall be the Officers, the Directors, the Public Accountant of the Coalition, the Regional Field Officer Coordinators, the Field Officers, and such other persons who are entitled or required under any provision of the Act, Articles or By-Laws of the Coalition to be present at the meeting. Any other person may be admitted only on the invitation of the Chair of the Meeting or by resolution of the Directors.

(b) Calling of Meetings. Meetings of the Board may be called by the President, the Chair of the Board, the Vice-Chair of the Board, or any two (2) Directors at any time. The Secretary by direction of the President, the Chair of the Board, the Vice-Chair of the Board, or any two Directors shall convene a meeting of Directors. There shall be at least one (1) meeting per quarter of the Board of Directors.

(c) Place of Meetings. Meetings of the Board may be held either at the Head Office of the Coalition or at any place within Canada. Any Director may participate in a meeting of the Board or any committee of the Board by means of such telephone, electronic or other communication facility that permits all persons participating in the meeting to communicate adequately with each other and a Director participating in such a meeting by such means shall be deemed to be present at that meeting for the purposes of the Act and these By-Laws.

(d) Notice of Meeting.

1. (i) Notice of the time and place for the holding of a meeting of the Board shall be given to every Director of the Coalition not less than 7 days before the time when the meeting is to be held (exclusive of the day on which the notice is given but inclusive of the day for which notice is given) by one of the following methods:
  1. (A) delivered personally to the latest address as shown in the last notice that was sent by the Coalition in accordance with section 128 (Notice of Directors) or 134 (Notice of change of Director or Director’s address) of the Act;
  2. (B) mailed by prepaid ordinary mail to the Director’s address as set out in (A);
  3. (C) by telephonic, electronic or other communication facility at the Director’s recorded address for that purpose; or
  4. (D) by an electronic document in accordance with Part 17 (Documents in Electronic or Other Form) of the Act.
2. (ii) Notice of a meeting shall not be necessary if all of the Directors are present, and none objects to the holding of the meeting, or if those absent have waived notice of or have otherwise signified their consent to the holding of such meeting. Notice of an adjourned meeting is not required if the time and place

of the adjourned meeting is announced at the original meeting. Unless the By- Laws otherwise provide, no notice of meeting need specify the purpose or the business to be transacted at the meeting except that a notice of meeting of Directors shall specify any matter referred to in subsection 138(2) (Limits on Authority) of the Act that is to be dealt with at the meeting. Notice of any meeting or any irregularity in any meeting or in the notice thereof may be waived by any Director.

(e) Chair. From time to time the Board shall elect from among its Members a Chair of the Board and a Vice-Chair of the Board. The Chair of the Board shall, when present, preside at all meetings of the Board and of the Members. In the absence of the Chair of the Board, the Vice-Chair of the Board shall, when present, preside at all meetings of the Board and of the Members. In the absence of both the Chair of the Board and the Vice-Chair of the Board at a meeting of the Board, the Directors present shall choose one of their number to be Chair of the Meeting.

(f) Quorum. A quorum at any meeting of the Board shall be the presence in person or by telephone, electronic or other communication facility of a simple majority of the then-serving Directors

(g) Regular Meetings. The Board may appoint a day or days in any month or months for regular meetings of the Board at a place and hour to be named. A copy of any resolution of the Board fixing the place and time of such regular meetings of the Board shall be sent to each Director forthwith after being passed, but no other notice shall be required for any such regular meeting except if subsection 136(3) (Notice of Meeting) of the Act requires the purpose thereof or the business to be transacted to be specified in the notice.

(h) Votes to Govern.

1. (i) At all meetings of the Board, every question shall be decided by a majority of the votes cast on the question. Each Director is authorized to exercise one (1) vote. In case of an equality of votes, the Chair of the Meeting shall not have a second or casting vote and the question shall be deemed defeated.
2. (ii) At any meeting unless a ballot is demanded, a declaration by the Chair that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact without proof of the number or proportion of votes recorded in favour of or against the motion.

(i) Committees.

(i) 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 and provided they are not inconsistent with the Act, the Regulations, the Articles, these By-Laws, or

Robert’s Rules of Order. Members of committees shall be appointed by, and hold office at the pleasure of, the Board. Any committee member may be removed by resolution of the Board of Directors.

(ii) No committee shall have the power to act for or on behalf of the Coalition or otherwise to commit or to bind the Coalition to any course of action, unless such power is expressly specified in the resolution of the Board appointing the committee; otherwise committees shall only have the power to make recommendations to the Board, as the Board may, from time to time, direct.
(iii) Each committee shall submit to the Board such reports as the Board may, from time to time, request, but, in any event, each committee shall submit an annual report to the Board at such time as the Board may, from time to time, determine.

6. OFFICERS

(a) Officers. The Board shall annually or as often as may be required, appoint a President, one or more Vice-Presidents, and a Secretary, and if deemed advisable may appoint annually or as often as may be required a Treasurer and one or more Assistant Secretaries. None of the said Officers, other than the President, the Chair of the Board, or the Vice-Chair of the Board, need be Members of the Board, but all of the Officers must be Members in good standing of the Coalition. The offices of Secretary and Treasurer may, in the discretion of the Board, be held by the same person who may but need not be known as the Secretary-Treasurer. No person may hold more than one office except for the offices of Secretary and Treasurer. The Board may appoint such other Officers and agents as it shall deem necessary who shall have the authority and shall perform such duties as may from time to time be prescribed by the Board.

(b) Honourary Officers. The Board may from time to time appoint such Honourary Officers as they may consider appropriate.

(c) Description of Offices.

(i) Unless otherwise specified by the Board which may, subject to the Act, modify, restrict, or supplement such duties and powers, the offices of the Coalition, if designated and if Officers are appointed, shall have the following duties and powers associated with their positions:

(A) Chair of the Board—The Chair of the Board shall be a Director. The Chair of the Board shall, when present, preside at all meetings of the Board of Directors and of the Members. The Chair shall have such other duties and powers as the Board may specify.
(B) Vice-Chair of the Board—The Vice-Chair of the Board shall be a Director. If the Chair of the Board is absent or is unable or refuses to act, the Vice-Chair of the Board shall, when present, preside at all

meetings of the Board of Directors and of the Members. The Vice-Chair shall have such other duties and powers as the Board may specify.

(b) President

(I) The President shall be the chief executive Officer of the Coalition and shall be responsible for implementing the strategic plans and policies of the Coalition. The President shall be responsible to the Board for the co-ordination of all affairs of the Coalition. The President shall, subject to the authority of the Board, have general supervision of the affairs of the Coalition.
(II) The President shall sign such contracts, documents or instruments in writing as require his or her signature. In all matters affecting the Coalition, the President shall be deemed to be an agent of the Coalition acting under the authority and at the express intention and express direction of the Board or any committee thereof, as the case may be.
(III) In addition to any other authority or duties conferred by direction of the Board, the President shall exercise general and active supervision over:

1st. The selection, employment, supervision and discharge of all employees, subject to ratification of same by the Board;

2nd. The formation of a special ad hoc committee, from year to year, comprised of himself and two other Officers of the Coalition, for the establishment of salaries and any other administrative matters affecting the establishment and maintenance of the Head Office of the Coalition and the personnel employed therein;

3rd. The preparation and submission of such reports and statements as the Board may from time to time direct be prepared and submitted to the Board, to any Director or Officer of the Coalition, or to any Meeting of Members of the Coalition;

4th. The preparation of the annual budget for the Coalition, showing expected revenues and expenditures; and

5th. The safe-keeping and good state of repair of all physical properties of the Coalition.

(c) Vice-President—The Vice-President or, if more than one, the Vice- Presidents in order of seniority, shall be vested with all the powers and shall perform all the duties of the President in the absence or inability or refusal to act of the President. The Vice-President or, if more than one, Vice-Presidents, shall sign such contracts, documents, or instruments in writing as require his, her or their signatures and shall have such other powers and duties as may from time to time be assigned to him, her or them by the Board.

(d) Secretary—The Secretary shall attend and be the Secretary of all meetings of the Board, Members and committees of the Board. The Secretary shall have charge of the minute books of the Coalition and shall enter or cause to be entered in the Coalition’s minute book, minutes of all proceedings at such meetings; the Secretary shall give, or cause to be given, as and when instructed, notices to Members, Directors, the Public Accountant and Members of committees; the Secretary shall be the custodian of all books, papers, records, documents and other instruments belonging to the Coalition, including all the documents and registers referred to in s. 21 (Corporate Records) of the Act. The Secretary shall sign such contracts, documents, or instruments in writing as require his or her signature and shall have such other powers and duties as may from time to time be assigned to him or her by the Board or as are incident to his or her office.

(e) Treasurer—If appointed, the Treasurer shall have such powers and duties as the Board may specify. Subject to the provisions of any resolution of the Board, the Treasurer shall have the care and custody of all the funds and securities of the Coalition and shall deposit the same in the name of the Coalition in such bank or banks or with such depositary or depositaries as the Board may direct. The Treasurer shall sign such contracts, documents, or instruments in writing as require his or her signature and shall have such other powers and duties as may from time to time be assigned to him or her by the Board or as are incident to his or her office. The Treasurer may be required to give such bond for the faithful performance of his or her duties as the Board in their uncontrolled discretion may require, but no Director shall be liable for failure to require any bond or for the insufficiency of any bond or for any loss by reason of the failure of the Coalition to receive any indemnity thereby provided.

(f) Assistant Secretary—The Assistant Secretary, or, if more than one, the Assistant Secretaries in order of seniority, shall perform all the duties of the Secretary in the absence or inability or refusal to act of the Secretary. The Assistant Secretary, or, if more than one, the Assistant Secretaries shall sign such contracts, documents, or instruments in writing as require his, her, or their signatures and shall have such other powers and duties as may from time to time be assigned to him, her, or them by the Board.

(g) Assistant Treasurer—The Assistant Treasurer, or, if more than one, the Assistant Treasurers in order of seniority, shall perform all the duties of the Treasurer in the absence or inability or refusal to act of the Treasurer. The Assistant Treasurer, or, if more than one, the Assistant Treasurers shall sign such contracts, documents, or instruments in writing as require his, her, or their signatures and shall have such other powers and duties as may from time to time be assigned to him, her, or them by the Board. The Assistant Treasurer, or, if more than one, the Assistant Treasurers, may be required to give such bond for the faithful performance of his, her, or their duties as the Board in their uncontrolled discretion may require, but no Director shall be liable for failure to require any bond or for the insufficiency of any bond or for any loss by reason of the failure of the Coalition to receive any indemnity thereby provided.

(h) General Counsel—The General Counsel, who shall be a Barrister & Solicitor in good standing with a provincial law society, shall be responsible to advise the Coalition in all matters of corporate governance, employment and labour law, and civil and commercial liability. The General Counsel shall be counsel for the Coalition in any civil suit brought by or against the Coalition.

(i) Special Counsel—The Special Counsel, who shall be a Barrister & Solicitor in good standing with a provincial law society, shall be responsible to advise the Coalition in all matters involving the law of firearms and weapons, and shall guide the Coalition’s advocacy for legislative change to further its purposes and objectives The Special Counsel shall be counsel for the Coalition in any matter where it is a party or an intervener where the law of firearms and weapons, or its interpretation, is in issue.

(j) General Manager—The Board may, from time to time, appoint a General Manager and may delegate to that person the authority to manage and direct the business and offices of the Coalition as the Board may, from time to time, determine (except for the matters and duties as must, by law, be transacted or performed by the Board or by the Members). The General Manager shall report on the affairs of the Coalition as may be required, from time to time, by the Board.

(ii) The powers and duties of all other Officers of the Coalition shall be such as the terms of their engagement call for or the Board or President requires of them. The Board may, from time to time and subject to the Act, vary, add to or limit the powers and duties of any Officer.

(d) Vacancy in Office
(i) Unless removed in accordance with paragraph (e), an Officer shall hold office

until the earlier of:

(A) the Officer’s successor being appointed,
(B) the Officer’s resignation,
(C) such Officer ceasing to be a Director (if a necessary qualification of appointment),
(D) such Officer ceasing to be a Member in good standing of the Coalition, or
(E) such Officer’s death.

(ii) If the office of any Officer of the Coalition shall be or become vacant, the Directors may, by resolution, appoint a person to fill such vacancy.

(e) Remuneration and Removal of Officers. The Directors may fix the remuneration (if any) to be paid to Officers of the Coalition. All Officers shall be subject to removal by ordinary resolution of the Board at any time with or without cause.
(f) Delegation of Duties of Officers. In the case of absence or inability to act of the President, a Vice-President or any other Officer of the Coalition or for any other reason that the Directors may deem sufficient, the Directors may delegate all or any of the powers of such Officer to any other Officer or to any Director for the time being.
(g) Term Limits. No person shall hold the same office for more than two (2) consecutive years. No person shall be an Officer of the Coalition who has been an Officer (in any office) for four (4) or more of the last six (6) years.

7. PUBLIC ACCOUNTANT. The Members shall at each Annual Meeting appoint a Public Accountant to conduct an audit engagement of the financial statements of the Coalition to hold office until the next Annual Meeting provided that the Directors may fill any casual vacancy in the office of the Public Accountant. The remuneration of the Public Accountant shall be fixed from time to time by the Board.

8. FIELD OFFICERS AND REGIONAL FIELD OFFICER COORDINATORS

1. (a) Field Officers. Any individual resident in Canada and aged 19 years or more who has been an Individual Member, Individual Senior Member, Family Member, Life Member, or Senior Life Member for at least 1 year may apply to become a Field Officer by letter to the Director for the individual’s province or territory of residence, such letter to contain the following information:
  1. (i) Name, address, telephone number, and e-mail address;
  2. (ii) Their membership number;
  3. (iii) The federal electoral district in which they reside;
  4. (iv) A short biography, including a statement of why the Member wishes to become a Field Officer;
  5. (v) A recent photograph of the Member.
2. (b) Appointment. The Vice President of the Field Officer Program may appoint one or more Members in good standing of the Coalition who have applied to be Field Officers as Field Officers for the Coalition. Appointments will be based on the availability of Field Officers, the membership levels of the various regions of Canada and the programs to be delivered, all without limitation by geography or otherwise, and will be at the discretion of the Vice President of the Field Officer Program. Appointments may be changed or altered from time to time as deemed necessary by the Board of Directors.

(d) Regional Field Officer Coordinators. The Vice President of the Field Officer Program shall appoint Regional Field Officer Coordinators to facilitate delivery of the CCFR program throughout the country. Appointments will be based on the availability of Regional Field Officer Coordinators, the membership levels on various regions of Canada and the programs to be delivered, all without limitation by geography or otherwise, and will be at the discretion of the Vice President of the Field Officer Program. Appointments may be changed or altered from time to time as deemed necessary by the Board of Directors.

(e) Reporting by Regional Field Officer Coordinators. The Regional Field Officer Coordinators shall report to the Board of Directors through the Vice President of the Field Officer Program, in consultation with the serving Directors of the province of their appointment.

(f) Reporting by Field Officers. Field Officers shall report to the Board of Directors through their respective Regional Field Officer Coordinators.

(g) Meetings. Field Officers shall participate in meetings by such telephone, electronic or other communication facility that permits all persons participating in the meeting to communicate adequately with each other as follows:

(i) On a monthly basis, all Field Officers in a particular region shall meet with their Regional Field Officer Coordinator;
(ii) On a quarterly basis, all Field Officers and Regional Field Officer Coordinators reporting to a particular Director shall meet with that Director;
(iii) On an annual basis, all Field Officers and Regional Field Officer Coordinators shall meet with the Board of Directors and the Officers of the Coalition.

(h) Duties and Responsibilities. Field Officers shall, under the direction of their Regional Field Officer Coordinators:

(i) Attend, as able, all firearm-related events in their area or in surrounding areas, including gun shows, industry trade shows, sportsmen shows, shooting events, shooting competitions, etc.;
(ii) Liaise and meet regularly with the Member of Parliament for their electoral district to discuss issues affecting firearms, firearm owners and users, and to promote the purposes and objectives of the Coalition;
(iii) Liaise and meet regularly with all industry partners in their area, including shooting ranges, shooting clubs, and businesses selling firearms or firearm- related goods and services;
(iv) Introduce new people to sport shooting, hunting, and other firearm activities;
(v) Publicly represent the Coalition at community events; and
(vi) Be available to discuss and answer general firearm-related questions from Members or from the public.

(i) Removal. The Board of Directors may revoke the title of Regional Field Officer Coordinator or of Field Officer or both at any time for any good cause by special resolution. In the case of a situation requiring urgent action, a Field Officer may be removed on a temporary basis by his Regional Field Officer Coordinator and a Regional Field Officer Coordinator may be removed on a temporary basis by his Director, such temporary removal to be ratified at the next meeting of the Board of Directors.

(j) Term.

(i) Unless removed in accordance with paragraph (i), a Field Officer shall holdoffice until the earlier of:
1. (A) the Field Officer’s resignation;
2. (B) such Field Officer ceasing to be a Member in good standing of the Coalition; or
3. (C) such Field Officer’s death.
(ii) Unless removed in accordance with paragraph (i), a Regional Field Officer Coordinator shall hold office until the earlier of:
1. (A) The fifth anniversary of the Regional Field Officer Coordinator’s appointment;
2. (B) the Regional Field Officer Coordinator’s resignation;
3. (C) such Regional Field Officer Coordinator ceasing to be a Member in good standing of the Coalition; or
4. (D) such Regional Field Officer Coordinator’s death.
(iii) Nothing in this subsection prevents the Board from reappointing a Regional Field Officer Coordinator for a new term at the end of their five-year term.

9. INDEMNITIES TO AND PROTECTION OF DIRECTORS, OFFICERS AND OTHERS

(a) Indemnities to Directors, Officers, and Others. Every Director or Officer of the Coalition or any other person who has undertaken or is about to undertake any liability on behalf of the Coalition and his or her 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 Coalition, from and against:

(i) All costs, charges and expenses whatsoever which such Director, Officer or other person sustains or incurs in or about any action, suit or proceeding that is brought, commenced or prosecuted against him, for or in respect of any act, deed, matter or thing whatsoever made, done or permitted by him or her, in or about the execution of the duties of his or her office; and
(ii) All other costs, charges and expenses that he sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his own willful neglect or default.

(b) For the Protection of Directors and Officers.

(i) No Director or Officer for the time being of the Coalition shall be liable for the acts, receipts, neglects or defaults of any other Director or Officer or employee or for any loss, damage or expense happening to the Coalition through the insufficiency or deficiency of title to any property acquired by order of the Board or for or on behalf of the Coalition or for the insufficiency or deficiency of any security in or upon which any of the moneys of or belonging to the Coalition 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 company 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 such Director’s or Officer’s respective office or trust or in relation thereto unless the same shall happen by or through such Director’s or Officer’s own wrongful and willful act or through his or her own wrongful and willful neglect or default.
(ii) The Directors for the time being of the Coalition shall not be under any duty or responsibility in respect of any contract, act or transaction whether or not made, done or entered into in the name or on behalf o the Coalition, except such as shall have been submitted to and authorized by the Board. If any Director or Officer of the Coalition shall be employed by or shall perform services for the Coalition otherwise than as a Director or Officer or shall be a Member of a firm or a shareholder, Director or Officer of a company which is employed by or performs services for the Coalition, the fact of his being a Director or Officer of the Coalition shall not disentitle such Director or Officer or such firm or company, as the case may be, from receiving proper remuneration for such services.

10. NOTICES
(a) Method of Giving Notices.

(i) Any notice (which term includes any communication or document) to be given (which term includes sent, delivered or served), other than notice of a Meeting of Members or a meeting of the Board of Directors, 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:

(A) 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 Coalition or in the case of notice to a Director to the latest address as shown in the last notice that was sent by the Coalition in accordance with section 128 (Notice of Directors) or 134 (Notice of change of Director or Director’s address) of the Act; or
(B) if mailed to such person at such person’s recorded address by prepaid ordinary or air mail; or
(C) if sent to such person by telephonic, electronic or other communication facility at such person’s recorded address for that purpose; or
(D) if provided in the form of an electronic document in accordance with Part 17 (Documents in Electronic or Other Form) of the Act.

(ii) 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.

(b) Signatures to Notices. The signature of any Director or Officer of the Coalition to any notice or other document to be given by the Coalition may be written, stamped, type-written or printed or partly written, stamped, type-written or printed.

(c) Computation of Time. Where a given number of days notice or notice extending over any period is required to be given, the day of service or posting of the notice shall, unless it is otherwise provided herein, be counted in such number of days or other period.

(d) Proof of Service. The declaration by the Secretary that notice has been given pursuant to these By-Laws shall be sufficient and conclusive evidence of the giving of such notice and shall be binding on every Member, Director, Officer, or Public Accountant of the Coalition.

(e) 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 Coalition 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.

11. RULES OF PROCEDURE. All meetings of the Coalition, whether Meetings of Members, meetings of the Board of Directors, or meetings of Committees, shall be governed by Robert’s Rules of Order Newly Revised. In the event of any inconsistency between Robert’s Rules of Order Newly Revised and the Articles or By-Laws, the Articles and By-Laws shall prevail to the extent of any inconsistency.

12. DISPUTE RESOLUTION
(a) Mediation and Arbitration. Disputes or controversies among Members, Directors,

Officers, Regional Field Officer Coordinators, Field Officers, committee members,

or volunteers of the Coalition are as much as possible to be resolved in accordance with mediation and arbitration as provided in paragraph 12(b) of these By-Laws.

(b) Dispute Resolution Mechanism. In the event that a dispute or controversy among Members, Directors, Officers, Regional Field Officer Coordinators, Field Officers, committee members, employees, or volunteers of the Coalition arising out of or related to the Articles or By-Laws, or out of any aspect of the operations of the Coalition 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, Regional Field Officer Coordinators, Field Officers, committee members, employees or volunteers of the Coalition 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:

(i) 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 Coalition) 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 parties.
(ii) The number of mediators may be reduced from three to one or two upon agreement of the parties.
(iii) 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 Coalition 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.
(iv) 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.

13. ENACTMENT, REPEAL AND AMENDMENT OF BY-LAWS
(a) The By-Laws of the Coalition may only be made, amended, or repealed upon

resolution passed:

(i) By 2/3 of the members attending at a special meeting called for the purpose of making, amending, or repealing a by-law; or

(ii) By a majority vote of all members of the Coalition having the right to vote, such vote to be done by mail-in or electronic ballot.

(b) A copy of any By-Law to be sanctioned at an Annual or Special Meeting of Members (including a By-Law which amends or repeals an existing By-Law) shall be sent to every Member of the Coalition with the notice of such meeting.

14. EFFECTIVE DATE. These By-Laws shall be effective as of 8 August 2015.

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By-Laws of the Canadian Coalition for Firearm Rights

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