BY-LAWS for KW CYCLING ACADEMY

ARTICLE I
GENERAL
In implementing COVID-19 safety measures/protocols, the club will follow the latest Return to Sport and Progressive Return to Cycling Guidelines of the Ontario Cycling Association (found at https://www.ontariocycling.org/covid-19-information/). All members should familiarize themselves with these items prior to participating in any club activity.

Purpose – These by-laws relate to the general conduct of the affairs of KW Cycling Academy, a corporation governed by the Ontario Corporations Act andreferred to as the “Corporation” in these Bylaws (provided that, upon the coming into force ofthe Not-for-Profit Corporations Act, 2010 (Ontario), the Corporation shall be governed by theNot-for-Profit Corporations Act, 2010 (Ontario) as amended from time to time or any act thatmay be substituted therefor).
1.2 Definitions – The following terms have the meanings in these By-laws:(a) Act – the Ontario Corporations Act, as amended from time to time(provided that, upon the coming into force of the Not-for-ProfitCorporations Act, 2010 (Ontario), the term shall refer to the Not-for-ProfitCorporations Act, 2010 (Ontario) as amended from time to time or any actthat may be substituted therefor.(b) Annual General Meeting – the annual general meeting of Members.(c) Articles - the Letters Patent and any Supplementary Letters Patent orArticles of Amendment.(d) Auditor – an individual appointed by the Members to audit the books,accounts and records of the Corporation. The Auditor shall not be anemployee or a Director of the Corporation.(e) Board – the Board of Directors of the Corporation.(f) Club – an organization or a group of persons whose aims are consistentwith the purposes of the Corporation as set out in the Articles.(g) Days – shall mean total days, irrespective of weekends and holidays,excluding the day on which the number of days commences.(h) Director – an individual elected to serve as a director of the Corporationpursuant to these By-laws.(i) General Meetings – has the meaning set out in section 4.1 hereof.(j) Letters Patent – the Letters Patent of the Corporation dated October 31st 2018.(k) Members – the members included in the categories set out in section 2.1.(l) Ordinary Resolution – a resolution passed by the majority of votes cast ina General Meeting of Members for which meeting proper notice has beengiven.(m) Registered Address – the most recent address of record in the register ofMembers.(n) Special General Meeting – a meeting of Members other than the AnnualGeneral Meeting.(o) Special Resolution – a resolution passed by not less than two-thirds of thevotes cast at a General Meeting for which resolution proper notice hasbeen given.(p) Youth – Members of the KW Cycling Academy under the age of 19 years.1.3 Interpretation – Words stating the singular shall include the plural and vice-versa,and words stating a gender shall include the other gender as well as Clubs.1.4 Conduct of Meetings – Unless otherwise specified in the Act or these By-laws,meetings of Members and meetings of the Board shall be conducted according to Perry's Call toOrder (ISBN 0-9691683-0-6).
ARTICLE II
MEMBERSHIPCategories of Membership2.1 The Corporation has four (4) categories of membership:(a) Youth Sport Member;(b) Youth Race Member;(c) Family Membership;(d) Associate Member;


Description of Membership Categories:
2.2 Youth Sport Membership  – A Youth Sport Member is an individual who has paidmembership dues and who, if in good standing, has one (1) vote in the affairs of the Corporationand, subject to Section 3.6, is eligible to be nominated for election or appointment as a Directoror officer of the Corporation.
2.3 Youth Race Membership – A Youth Race Member is an individual who has paid membership dues in order to participate in Race events of the Ontario Cycling Association has one (1) vote in the affairs of the Corporation and, subject to Section 3.6, is eligible to be nominated for election or appointment as a Director or officer of the Corporation.

2.4 Family Membership – A Family Membership is offered to families with Multiple cyclists that live at the same address… each family member has one (1) vote in the affairs of the Corporation and, subject to Section 3.6, is eligible to be nominated for election or appointment as a Director or officer of the Corporation.
2.5 Associate Membership – Has no voting rights for the Corporations.
Admission of Members
2.6 No individual or Family shall be admitted as a Member unless:(a) the individual or Family, has made written application for membership in a manner prescribed by the Board;(b) the individual or family has been approved as a Member bythe Board or by an individual or committee delegated this authority by the Board;(c) the individual or Family has paid membership dues as determined by the Board.

Membership Dues
2.9 Year – Unless otherwise determined by the Board, the membership year of theCorporation is the calendar year.
2.10 Dues – Membership dues for all categories of members shall be determined by theBoard, 30 days before the end of the year.

Withdrawal, Suspension and Termination of Membership
2.11 Resignation – A Member may resign from the Corporation by giving writtennotice to the Board, except as stated in Section 2.12.
2.12 May Not Resign – A Member may not resign from the Corporation when theMember is subject to a disciplinary investigation or proceeding of the Corporation.
2.13 Arrears – A Member may be suspended from the Corporation for failing to paymembership dues by the deadline date prescribed by the Board. Should membership duesremain unpaid for an additional thirty (30) days, the Member may be suspended or expelled fromthe Corporation in accordance with the Corporation's policies and procedures relating todiscipline of Members.
2.14 Discipline – In addition to suspension or expulsion for failure to pay membershipdues, a Member may be suspended or expelled from the Corporation, or have other membershiprestrictions or sanctions imposed upon him, in accordance with the Corporation's policies andprocedures relating to discipline of Members.
2.15 Notice and Opportunity to be Heard - A Member shall be given at least fifteen(15) days’ notice of, with reasons for, a proposed action under Section 2.13 or Section 2.14 andshall be given an opportunity to be heard, orally or in writing, not less than five (5) days beforethe disciplinary action or termination of membership becomes effective, by the person withauthority to impose or revoke the disciplinary action or termination.
2.16 Cease to Be a Member – Any Member which is not an individual shall cease to bea Member upon its dissolution or winding up of its affairs.

Good Standing
2.17 Discretionary – A Member of the Corporation shall, in the discretion of theBoard, be deemed by the Board not to be in good standing in the event that:(a) the Member owes outstanding membership dues or other debts to the Corporation;(b) the Member has failed to comply with any of the Articles, By-laws,policies or rules of the Corporation.

2.18 Non-Discretionary – A Member of the Corporation shall be deemed not to be ingood standing in the event that:(a) the Member has ceased to be a Member; or(b) the Member has been suspended or expelled from Membership or hadother membership restrictions or sanctions imposed on him.
2.19 Cease to be in Good Standing – Members who cease to be in good standing shallnot be entitled to vote at meetings of Members and shall lose all Member privileges until suchtime as the Board is satisfied that the Member is in good standing. A Member who is not ingood standing may not be a Director.

ARTICLE III

GOVERNANCEComposition of the Board
3.1 Directors – The Board shall consist of Four (4) Directors. The Directors shall beelected by the Members. The term of office of the Directors (subject to the provisions, if any, ofthe articles) shall be from the date of the meeting at which they are elected or appointed until thesecond annual meeting after such election or until their successors are elected or appointed.
Policies and Procedures
3.2 Policies and Procedures – The Board may make policies and procedures for managing the affairs of the Corporation in accordance with the Act, the Articles and theseBylaws.These policies and procedures shall be published in a Policy Manual.
3.3 Discipline – The Board may make policies and procedures regarding thediscipline of Members in accordance with these By-Laws, and shall have the authority todiscipline Members in accordance with such policies and procedures.
3.4 Dispute Resolution – The Board may make policies and procedures relating tomanagement of disputes within the Corporation and all disputes shall be dealt with in accordancewith such policies and procedures.
3.5 Employment or Engagement of Individuals – The Board may employ or engageunder contract such individuals as it deems necessary to carry out the work of the Corporation.




Election of Directors
3.6 Eligibility – The following persons are disqualified from being a Director of theCorporation:(a) an individual who is not a Member in good standing of the Corporation;(b) a person who is not an individual;(c) an individual who is under 18 years old;(d) an individual who has been found under the Ontario Substitute DecisionsAct, 1992 or under the Ontario Mental Health Act to be incapable ofmanaging property;(e) an individual who has been found to be incapable by any court in Canadaor elsewhere; or(f) an individual who has the status of bankrupt.
3.7 Nomination – A nomination for election as a Director shall be in writing and shall:(a) be signed by the nominator, who shall be any Individual Member in good standing;(b) include the written consent of the nominee; and(c) be submitted to the Corporation at least seven (7) days prior to the relevant General Meeting.
3.8 Election – The Directors shall be elected by the Members entitled to vote at therelevant General Meeting.
3.9 Start of Term – Directors who are elected shall begin their terms immediatelyfollowing the relevant General Meeting.
3.10 Length of Term – Each of the Directors shall be elected for a term of two (2)years. If an election as set out in Section 3.11 regarding relevant Directors has not been held bythe date on which the relevant two (2) year period ends, each of the relevant Directors shall beentitled to remain in office until such election occurs.
3.11 Election of Directors – Four (4) of the Directors shall be elected at the AnnualGeneral Meeting in years ending in an odd number and three (3) of the Directors shall be electedat the Annual General Meeting in years ending in an even number.

Resignation and Removal of Directors and Vacancies on the Board
3.12 Resignation – A Director may resign from the Board at any time by presenting hisnotice of resignation to the Board.
3.13 Vacate Office – The office of any Director shall be vacated automatically if theDirector, without reasonable excuse, fails to attend two (2) consecutive meetings of the Board orfails to attend four (4) meetings in any twelve-month period.
3.14 Vacancies – So long as there is a quorum of Directors in office, any vacancyoccurring in the Directors may be filled for the remainder of the term by the Directors then inoffice.3.15 Removal – A Director may be removed by Ordinary Resolution of the Membersin a General Meeting, provided the Director has been given notice of and the opportunity to bepresent and to speak at the General Meeting. The Members may, by majority of votes cast at thatmeeting, elect any person in the removed Director's stead.
Meetings of the Board
3.16 Number of Meetings – The Board shall hold at least two (2) meetings per year.
3.17 Call of Meeting – The meetings of the Board shall be at the call of the Chair, or iffour (4) Directors make a written request to the Chair to call a meeting.
3.18 Notice – Written notice of Board Meetings shall be given to all Directors at leastfive (5) days prior to the date of the meeting.
3.19 Quorum – A quorum for Board meetings shall be four (4) Directors.
3.20 Chair – If the Chair is absent from the meeting, the Secretary shall chair themeeting. In the absence of the Secretary, the Board shall appoint from among its members aDirector to chair the meeting.
3.21 Voting – Unless specified otherwise, questions shall be decided by majority vote,where the Chair of the meeting carries a vote and where a tie vote shall fail. Voting shall be byshow of hands unless a Director requests a secret ballot.
3.22 Meetings by Telephone or Other Telecommunications Technology – A Meetingof the Board or any committee may be held by telephone conference call or by means oftelecommunications technology which permits each participant to communicate simultaneouslywith all other participants.
3.23 Resolution in lieu of Meeting - A resolution, signed by all the Directors entitled tovote on that resolution at a meeting of Directors or of a committee of Directors is as valid as if ithad been passed at a meeting of Directors or of a committee of Directors.

Officers
3.24 Officers – The officers of the Corporation are the President, the Secretary, theTreasurer, and Director.3.25 Appointment of Officers - The Board shall appoint the President, the Secretary, andthe Treasurer from among the Directors at its first meeting following the annual meeting of theCorporation. The office of Secretary and Treasurer may be held by the same person and may beknown as the Secretary-Treasurer. The Past-Chair shall be the individual who last held theposition Chair of the Corporation prior to the current Chair. The Past-Chair shall hold suchoffice for one (1) year after becoming Past-Chair. The Board shall appoint the President from time to time who shall be employed or engaged by the Corporation as determinedby the Board. The Board may appoint such other officers and agents as it deems necessary, andwho shall have such authority and shall perform such duties as the Board may prescribe fromtime to time.
3.26 Duties – The duties of officers are as follows:(a) The President  shall, when present, preside at all meetings of the Directors andof the Members; he or she shall sign such contracts, documents andinstruments in writing as require his or her signature and shall beresponsible for the formulation of the long-range policies, objectives anddevelopment plans of the Corporation for consideration by the Board andshall assess the implementation thereof. He or she shall also have suchother powers and duties as may from time to time be lawfully assigned tohim or her by the Board or as are incident to his or her office.
(b) The Secretary shall be the clerk of the Board. He or she shall attendall meetings of the Members and the Board and shall enter or cause to beentered in the books for that purpose, minutes of all proceedings thereat.He or she shall give or cause to be given all notices required to be given toMembers and the Directors. Unless otherwise ordered by the Board, he orshe shall be the custodian of the corporate and statutory books, recordsand registers of the Corporation. He or she shall sign, certify or attest suchcontracts, documents and instruments in writing of or issued by theCorporation as require his or her signature and shall have such otherpowers and duties as may from time to time be lawfully assigned to him orher by the Board or as are incident to his or her office.
(c) The Treasurer shall keep or cause to be kept full and accurate accounts ofall receipts and disbursements of the Corporation in proper books ofaccount and shall deposit or cause to be deposited all moneys andnegotiable instruments in the name of and to the credit of the Corporationin such bank or banks or other institutions as may from time to time bedesignated by the Board. He or she shall disburse the funds of theCorporation or cause them to be disbursed under the direction of theBoard, causing proper vouchers to be taken therefor, and shall render tothe Board at the meetings thereof or whenever required of him or her anaccount of all financial transactions and of the financial position of theCorporation. He or she shall also have such other powers and duties asmay from time to time be lawfully assigned to him or her by the Board oras are incident to his or her office.
(d) The Director shall perform such duties as may from time to time beestablished by the Board.
3.27 Vacancy – Where the position of an officer becomes vacant for any reason, theBoard may appoint a qualified individual to fill the vacancy for the remainder of the relevantterm.
Committees
3.28 Committees – The Board may appoint such committees as it deems necessary formanaging the affairs of the Corporation and may appoint members of committees or provide forthe election of members of committees, may prescribe the duties of committees, and maydelegate to any committee any of its powers, duties and functions except where prohibited by theAct, the Articles or these By-laws.
3.29 Quorum – A quorum for any committee shall be the majority of its votingmembers.
3.30 Vacancy – When a vacancy occurs on any committee, the Board may appoint anindividual to fill the vacancy for the remainder of the committee's term, provided this individualsatisfies any qualifications for committee membership as specified in the Corporation's policiesand procedures.
3.31 Removal – The Board may remove any member which it has appointed to any committee.
Remuneration
3.32 All Directors, officers and members of committees shall serve their term of office without remuneration except for reimbursement of pre-approved reasonable expenses and allowances in accordance with policies approved by the Board.

Conflict of Interest3.33(a) A Director or officer of the Corporation who,(i) is a party to a material contract or transaction or proposed materialcontract or transaction with the Corporation (“Contract” and “Transaction”); or(ii) is a Director or an officer of, or has a material interest in, anyperson who is a party to a Contract or Transaction,shall disclose to the Corporation or request to have entered in the minutes ofmeetings of the board the nature and extent of his or her interest.
(b) The disclosure required by Subsection 3.33(a) must be made, in the caseof a Director,(i) at the board meeting at which a proposed Contract or Transactionis first considered;(ii) if the Director was not then interested in a proposed Contract orTransaction, at the first board meeting after he or she becomes sointerested;(iii) if the Director becomes interested after a Contract is made or aTransaction is entered into, at the first board meeting after he orshe becomes so interested; or(iv) if a person who is interested in a Contract or Transaction laterbecomes a Director, at the first board meeting after he or she becomes a Director.(c) The disclosure required by Subsection 3.33(a) must be made, in the caseof an officer who is not a Director,(i) forthwith after the officer becomes aware that the Contract orTransaction or proposed Contract or Transaction is to beconsidered or has been considered at a meeting of Directors;(ii) if the officer becomes interested after a Contract is made or aTransaction is entered into, forthwith after he or she becomes sointerested; or(iii) if a person who is interested in a Contract or Transaction laterbecomes an officer, forthwith after he or she becomes an officer.

(d) Despite Subsections 3.33(b) and (c), if Subsection 3.33(a) applies to aDirector or officer in respect of a Contract or Transaction or proposedContract or Transaction that, in the ordinary course of the Corporation’business, would not require approval by the board or members, theDirector or officer shall disclose to the Corporation or request to haveentered in the minutes of meetings of the board, the nature and extent ofhis or her interest forthwith after the Director or officer becomes aware ofthe Contract or Transaction or proposed Contract or Transaction.
(e) A Director referred to in Subsection 3.33(a) shall not attend any part of aboard meeting during which the Contract or Transaction is discussed andshall not vote on any resolution to approve the Contract or Transactionunless the Contract or Transaction is,(i) one relating primarily to his or her remuneration as a Director ofthe Corporation or an organization affiliated with the Corporation;(ii) one for indemnity or insurance; or(iii) an organization affiliated with the Corporation.(f) If no quorum exists at a board meeting for the purpose of voting on aresolution to approve a Contract or Transaction only because a Director isnot permitted to be present at the board meeting by reason of Subsection3.33(e), the remaining Directors are deemed to constitute a quorum for thepurposes of voting on the resolution.
(g) A general notice to the board by a Director or officer disclosing that he orshe is a Director or officer of or has a material interest in a person, or thatthere has been a material change in the Director’s or officer’s interest inthe person, and is to be regarded as interested in any Contract made or anyTransaction entered into with that person is sufficient disclosure of interestin relation to any such Contract or Transaction for the purposes of thisSection 3.33.
(h) A Contract or Transaction for which disclosure is required underSubsection 3.33(a) is not void or voidable, and the Director or officer isnot accountable to the Corporation or its members for any profit or gainrealized from the Contract or Transaction, because of the Director’s orofficer’s interest in the Contract or Transaction or because the Directorwas present or was counted to determine whether a quorum existed at themeeting of Directors or of the committee of Directors that considered theContract or Transaction, if,(i) disclosure of the interest was made in accordance with this Section 3.33;(ii) the Board approved the Contract or Transaction; and(iii) the Contract or Transaction was reasonable and fair to the Corporation when it was approved.(i) Despite anything in this Section 3.33, a Director or officer, acting honestly and in good faith, is not accountable to the Corporation or to its members for any profit or gain realized from any Contract or Transaction by reason only of his or her holding the office of Director or officer, and the Contract or Transaction, if it was reasonable and fair to the Corporation at the time it was approved, is not by reason only of the Director’s or officer’s interest in it void or voidable if,(i) the Contract or Transaction is confirmed or approved by special resolution at a meeting of the Members duly called for that purpose; and(ii) the nature and extent of the Director’s or officer’s interest in the Contract or Transaction are disclosed in reasonable detail in the notice calling the Members’ meeting.

ARTICLE IV
MEETINGS OF MEMBERSGeneral Meetings4.1 Types of Meetings – General Meetings shall include Annual General Meetingsand Special General Meetings.4.2 Notice – Written notice of General Meetings shall be given to all Members atleast ten (10) days prior to the date of the meeting.4.3 Annual General Meeting – The Corporation shall hold an Annual GeneralMeeting at such time and place as may be determined by the Board, at least once every calendaryear and not more than fifteen (15) months after the adjournment of the previous Annual GeneralMeeting.4.4 Special General Meeting – A Special General Meeting of the Members may becalled at any time at the discretion of the Board or upon the written requisition of ten (10)percent or more of the voting Members of the Corporation.4.5 Quorum – Quorum at a General Meeting shall be one (1) percent of votingMembers or twenty (20) voting Members, whichever is less.4.6 Business at Meetings – The report of the Auditor, the presentation of financialstatements, the appointment or re-appointment of the Auditor and the report of the Directors tothe Members shall be conducted at the Annual General Meeting. Any other business includingOrdinary Resolutions and Special Resolutions may be conducted at the Annual General Meetingor at Special General Meetings.4.7 Voting – Unless specified otherwise, questions shall be decided by OrdinaryResolution, where a tie vote shall fail. An abstention from voting shall not be counted as a vote.Voting shall be by show of hands, unless a majority of the members approves a secret ballot. thechair of the meeting shall not have a second or casting vote. Voting by proxy shall be permitted.The Directors may by resolution fix a time not exceeding forty-eight hours, excluding Saturdaysand holidays, preceding any meeting or adjourned meeting of members before which timeproxies to be used at that meeting must be deposited with the Corporation or an agent thereof,and any period of time so fixed shall be specified in the notice calling the meeting.4.8 Adjournment – A General Meeting may be adjourned from time to time fromplace to place, but no business shall be transacted at an adjourned meeting other than thebusiness left unfinished at the original meeting. When a meeting is adjourned for fourteen (14)days or more, notice of the adjourned meeting shall be given as if was a new meeting.

ARTICLE V
FINANCE AND MANAGEMENT
5.1 Fiscal Year – Unless otherwise determined by the Board, the fiscal year of theCorporation shall be the Calendar year.
5.2 Auditor – At each Annual General Meeting the Members shall appoint an Auditor.
5.3 Signing Authority – The Board shall designate two (2) or more individuals whoshall have signing authority for all financial transactions and contracts conducted in the name ofthe Corporation. All such transactions and shall require two (2) signatures.
5.4 Property – The Corporation may acquire, lease, sell or otherwise dispose ofsecurities, lands, buildings or other property, or any right or interest therein, for suchconsideration and upon such terms and conditions as the Board may determine.
5.5 Borrowing – The Corporation may borrow funds upon such terms and conditionsas the Board may determine up to a maximum of ten percent (10%) of the previous fiscal periodsgross revenue. Borrowing above this limit must be approved by the Members at a GeneralMeeting by Ordinary Resolution.
5.6 Books and Records – The Board shall ensure that all books and records of theCorporation required to be kept by the Act, these By-laws or any other statute or law areregularly and properly kept.

ARTICLE VI
INDEMNIFICATION
6.1 Indemnification – Subject to Section 6.2, the Corporation:(a) shall from time to time and at all times indemnify each Director or officerof the Corporation, each former director or officer of the Corporation, andeach individual who acts or acted at the Corporation’ request as a Directoror officer, or in a similar capacity, of another entity,(i) in respect of all costs, charges and expenses reasonably incurred bythe individual in connection with the defence of any civil, criminal,administrative, investigative or other action or proceeding to whichthe individual is subject because of the individual’s associationwith the Corporation or other entity as described above, if theindividual,(A) was not judged by any court or other competent authority tohave committed any fault or omitted to do anything that theindividual ought to have done; and(B) fulfils the conditions set out in Section 6.2;(ii) against all costs, charges and expenses, including an amount paidto settle an action or satisfy a judgment, reasonably incurred by theindividual in respect of any civil, criminal, administrative,investigative or other action or proceeding in which the individualis involved because of that association with the Corporation orother entity;(b) may advance money to a Director, officer or other individual referred to inSection 6.1(a)(ii) for the costs, charges and expenses of an action orproceeding referred to in that Section, but the individual shall repay themoney if the individual does not fulfill the conditions set out in Section 6.2.
6.2 Limitation - The Corporation shall not indemnify an individual under Subsection 6.1(a) unless,(a) the individual acted honestly and in good faith with a view to the bestinterests of the Corporation or other entity, as the case may be; and(b) if the matter is a criminal or administrative proceeding that is enforced bya monetary penalty, the individual had reasonable grounds for believingthat his or her conduct was lawful.
6.3 Insurance - The Corporation may purchase and maintain insurance for the benefitof each Director or officer of the Corporation, each former director or officer of the Corporation,and each individual who acts or acted at the Corporation’ request as a director or officer, or in asimilar capacity, of another entity against any liability incurred by the individual,(a) in the individual’s capacity as a Director or officer of the Corporation; or(b) in the individual’s capacity as a director or officer, or a similar capacity, ofanother entity, if the individual acts or acted in that capacity at the Corporation’ request.

ARTICLE VII
NOTICE
7.1 Written Notice – In these By-laws, written notice shall mean notice which ishand-delivered, faxed, e-mailed, posted on the corporation’s website or provided by mail orcourier to the Registered Address of the Corporation, Director or Member, as the case may be.
7.2 Date of Notice – Date of notice shall be the date on which receipt of the notice isconfirmed verbally where the notice is hand-delivered, electronically where the notice is faxed ore-mailed, or in writing where the notice is couriered, or in the case of notice which is providedby mail, three (3) days after the date the mail is post-marked.
7.3 Error in Notice – The accidental omission to give notice of a meeting of theDirectors or the Members, the failure of any Director or Member to receive notice, or an error inany notice which does not affect its substance shall not invalidate any action taken at the meeting.

ARTICLE VIII
AMENDMENT OF BY-LAWS
8.1 Amendment of By-Laws – These By-laws may only be amended, revised,repealed or added to in accordance with the Act. Any amendment proposed by a Member orMembers must be delivered to the Executive Director at the registered office of the Corporationat least ninety (90) days in advance of the General Meeting so that the Board can consider suchproposal.
8.2 Notice – The written notice of the General Meeting of the Corporation mustinclude details of the proposed resolution to amend, revise, repeal or add to the By-laws.
ARTICLE IX
ADOPTION OF THESE BY-LAWS
9.1 Ratification by Members – These By-laws were ratified by a Special Resolutionof the Members on October 5, 2013.9.2 Repeal of Prior By-laws – In ratifying these By-laws, the Members of theCorporation repeal all prior By-laws of the Corporation. Such repeal shall not impair the validityof any action taken pursuant to the repealed By-laws.
Approved  December 1st 2018