(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.
(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.
2. MEMBERSHIP – MATTERS REQUIRING SPECIAL RESOLUTION (a) Membership Conditions.
(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.
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) 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,
(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.
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.
(d) Discipline of Members.
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.
(e) Annual Meetings.
(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.
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.
(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.
(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.
(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:
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.
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.
(D) 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.
(E) 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.
(K) 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:
(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.
(c) Directors and Officers. The Directors and Officers of the Coalition are ex officio Field Officers of the Coalition.
(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:
(h) Duties and Responsibilities. Field Officers shall, under the direction of their Regional Field Officer Coordinators:
(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.
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:
(b) For the Protection of Directors and Officers.
(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:
(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.
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:
13. ENACTMENT, REPEAL AND AMENDMENT OF BY-LAWS
(a) The By-Laws of the Coalition may only be made, amended, or repealed upon
(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.