Greenwave Organizational By-Laws
General
1.01 Definitions
In this By-law and all other By-laws of the Corporation, unless the context otherwise requires:
“Act” means the Not-for-Profit Corporations Act, or equivalent legislation as it exists in the applicable province or territory and, where the context requires, includes the regulations made under it, as amended or re-enacted from time to time.
“Board” means the Board of Directors of the Corporation.
“By-laws” means this By-law, including the schedules to this By-law, and all other By-laws of the Corporation, as amended and as may be in force and effect from time to time.
“Chair” means the Chair of the Board.
“Corporation” means the corporation that has passed these By-laws under the Act or that is deemed to have passed these By-laws under the Act.
“Director” means an individual occupying the position of Director of the Corporation, by whatever name they may be called.
“Member” means a member of the Corporation.
“Members” means the collective membership of the Corporation.
“Officer” means an Officer of the Corporation.
1.02 Interpretation
Other than as specified in Section 1.01, all terms contained in this By-law that are defined in the Act shall have the meanings given to such terms in the Act.
Words importing the singular include the plural and vice versa, and words importing one gender include all genders.
1.03 Severability and Precedence
The invalidity or unenforceability of any provision of this By-law shall not affect the validity or enforceability of the remaining provisions of this By-law.
If any provision contained in the By-laws is inconsistent with a provision contained in the articles or the Act, the provisions of the articles or the Act, as applicable, shall prevail.
1.04 Seal
The seal of the Corporation, if any, shall be in the form determined by the Board.
1.05 Execution of Documents
Deeds, transfers, assignments, contracts, obligations, and other instruments in writing requiring execution by the Corporation may be signed by any two Officers or Directors.
In addition, the Board may, from time to time, direct the manner in which, and the person by whom, a particular document or type of document shall be executed.
Any person authorized to sign any document may affix the corporate seal, if any, to the document.
Any Director or Officer may certify a copy of any instrument, resolution, By-law, or other document of the Corporation as a true copy thereof.
Directors
2.01 Election and Term
The Directors shall be elected by the Members at the first meeting of Members and at each succeeding annual meeting.
The term of office of the Directors, subject to any applicable provisions of the articles, shall begin on the date of the meeting at which they are elected or appointed and shall continue until the next annual meeting or until their successors are elected or appointed.
2.02 Vacancies
The office of a Director shall be vacated immediately:
If the Director resigns from office by written notice to the Corporation, with the resignation becoming effective when it is received by the Corporation or at the time specified in the notice, whichever is later;
If the Director dies or becomes bankrupt;
If the Director is found by a court to be incapable or is otherwise incapable of managing property under applicable federal, provincial, or territorial law; or
If, at a meeting of the Members, the Members remove the Director by ordinary resolution before the expiration of the Director’s term of office.
2.03 Filling Vacancies
A vacancy on the Board shall be filled as follows. A Director appointed or elected to fill a vacancy shall hold office for the remainder of the unexpired term of the Director’s predecessor.
If the vacancy occurs as a result of the Members removing a Director, the Members may fill the vacancy by ordinary resolution.
If there is not a quorum of Directors, or there has been a failure to elect the number or minimum number of Directors set out in the articles, the Directors in office shall, without delay, call a special meeting of Members to fill the vacancy. If they fail to call such a meeting, or if there are no Directors in office, the meeting may be called by any Member.
A quorum of Directors may fill a vacancy among the Directors.
2.04 Committees
Committees may be established by the Board as follows:
The Board may appoint from among its members a Managing Director or a committee of Directors and may delegate to the Managing Director or committee any of the powers of the Directors, except those powers set out in the Act that are not permitted to be delegated.
Subject to the limitations on delegation set out in the Act, the Board may establish any committee it determines necessary for the execution of the Board’s responsibilities. The Board shall determine the composition and terms of reference for each such committee. The Board may dissolve any committee by resolution at any time.
2.05 Remuneration of Directors
The Directors shall serve without remuneration, and no Director shall directly or indirectly receive any profit from occupying the position of Director, subject to the following:
Directors may be reimbursed for reasonable expenses incurred in the performance of their duties as Directors.
Directors may be paid remuneration and reimbursed for expenses incurred in connection with services they provide to the Corporation in a capacity other than as Directors, provided that such remuneration or reimbursement is:
Considered reasonable by the Board;
Approved by the Board by resolution before payment is made; and
In compliance with the conflict-of-interest provisions of the Act.
Notwithstanding the foregoing, no Director shall be entitled to remuneration for services as a Director or in any other capacity if the Corporation is a charitable corporation, unless the provisions of the Act and the laws applicable to charitable corporations are complied with.
Board Meetings
3.01 Calling of Meetings
Meetings of the Directors may be called by the Chair, President, or any two Directors at any time and at any place, subject to the notice requirements of this By-law.
For the first organizational meeting following incorporation, an incorporator or a Director may call the first meeting of the Directors by giving not less than five days’ notice to each Director, stating the time and place of the meeting.
3.02 Regular Meetings
The Board may fix the place and time of regular Board meetings and shall send a copy of the resolution establishing the place and time of such meetings to each Director. No other notice shall be required for such meetings.
3.03 Notice
Notice of the time and place of a Board meeting shall be given in the manner provided in Section 10 of this By-law to every Director of the Corporation not less than seven days before the date of the meeting.
Notice of a meeting is not necessary if all Directors are present and none objects to holding the meeting, or if those absent have waived notice or otherwise signified their consent to the holding of the meeting.
If a quorum of Directors is present, a newly elected or appointed Board may, without notice, hold its first meeting immediately following the annual meeting of the Corporation.
3.04 Chair
The Chair shall preside at Board meetings.
In the absence of the Chair, the Directors present shall choose one of their number to act as Chair.
3.05 Voting
Each Director shall have one vote.
Questions arising at any Board meeting shall be decided by a majority of votes.
In the event of an equality of votes, the Chair shall not have a second or casting vote.
3.06 Participation by Telephonic or Electronic Means
If all Directors of the Corporation consent, a Director may participate in a meeting of the Board or of a committee of Directors by telephonic or electronic means that permits all participants to communicate adequately with one another during the meeting.
A Director participating by such means shall be deemed to be present at the meeting.
Section 4 – Financial
4.01 Banking
The Board shall, by resolution from time to time, designate the bank or financial institution in which the money, bonds, or other securities of the Corporation shall be placed for safekeeping.
4.02 Financial Year
The financial year of the Corporation shall end on December 31 of each year, or on such other date as the Board may determine from time to time by resolution.
Officers
5.01 Officers
The Board shall appoint from among the Directors a Chair and may appoint any other person as President, Treasurer, or Secretary at its first meeting following the annual meeting of the Corporation.
The offices of Treasurer and Secretary may be held by the same person, who may be known as the Secretary-Treasurer.
The offices of Chair and President may also be held by the same person.
The Board may appoint such other Officers and agents as it considers necessary, who shall have such authority and perform such duties as the Board may prescribe from time to time.
5.02 Office Held at Board’s Discretion
Any Officer shall cease to hold office upon resolution of the Board.
Unless removed, an Officer shall hold office until the earliest of:
The appointment of the Officer’s successor;
The Officer’s resignation; or
The Officer’s death.
5.03 Duties
Officers shall be responsible for the duties assigned to them and may delegate to others the performance of any or all of such duties.
5.04 Duties of the Chair
The Chair shall perform the duties described in Sections 3.04 and 9.05 and such other duties as may be required by law or as the Board may determine from time to time.
5.05 Duties of the President
The President shall perform the duties described in Schedule A and such other duties as may be required by law or as the Board may determine from time to time.
5.06 Duties of the Treasurer
The Treasurer shall perform the duties described in Schedule B and such other duties as may be required by law or as the Board may determine from time to time.
5.07 Duties of the Secretary
The Secretary shall perform the duties described in Schedule C and such other duties as may be required by law or as the Board may determine from time to time.
Protection of Directors and Others
6.01 Protection of Directors and Officers
No Director, Officer, or committee member of the Corporation shall be liable for the acts, neglects, or defaults of any other Director, Officer, committee member, or employee of the Corporation.
No Director, Officer, or committee member shall be liable for joining in any receipt or for any loss, damage, or expense suffered by the Corporation through the insufficiency or deficiency of title to any property acquired by resolution of the Board or for or on behalf of the Corporation.
Nor shall any Director, Officer, or committee member be liable for the insufficiency or deficiency of any security in or upon which any money belonging to the Corporation has been placed or invested, or for any loss or damage arising from the bankruptcy, insolvency, or tortious act of any person, firm, or corporation with whom or which any money, securities, or other effects have been lodged or deposited.
This protection applies to any loss, damage, or misfortune that may occur in the execution of the duties of their respective office or trust, provided that they have:
Complied with the Act and the Corporation’s articles and By-laws; and
Exercised their powers and discharged their duties in accordance with the Act.
Conflict of Interest
7.01 Conflict of Interest
A Director who is a party to a material contract or transaction, or proposed material contract or transaction, with the Corporation, or who is a director or officer of, or has a material interest in, any person who is a party to such a contract or transaction, shall make the disclosure required by the Act.
Except as provided by the Act, no such Director shall attend any part of a meeting of Directors during which the contract or transaction is discussed or vote on any resolution to approve such contract or transaction.
7.02 Charitable Corporations
No Director shall, directly or through an associate, receive a financial benefit through a contract or otherwise from the Corporation if it is a charitable corporation, unless the provisions of the Act and the laws applicable to charitable corporations are complied with.
Members
8.01 Members
Membership in the Corporation shall consist of the incorporators named in the articles and such other persons interested in furthering the purposes of the Corporation who have been accepted into membership by resolution of the Board.
8.02 Membership
Membership in the Corporation is not transferable and shall automatically terminate if the Member resigns or if such membership is otherwise terminated in accordance with the Act.
8.03 Disciplinary Action or Termination of Membership for Cause
Upon 15 days’ written notice to a Member, the Board may pass a resolution authorizing disciplinary action or termination of membership for violating any provision of the articles or By-laws.
The notice shall set out the reasons for the proposed disciplinary action or termination.
The Member receiving the notice shall be entitled to provide the Board with a written submission opposing the disciplinary action or termination no later than five days before the end of the 15-day notice period.
The Board shall consider the Member’s written submission before making a final decision regarding disciplinary action or termination of membership.
Members’ Meetings
9.01 Annual Meeting
The annual meeting shall be held on a day and at a place fixed by the Board.
Upon request, each Member shall be provided, not less than five business days or such other number of days as may be prescribed by applicable regulations before the annual meeting, with a copy of the approved financial statements, auditor’s report or review engagement report, and other financial information required by the By-laws or articles.
The business transacted at the annual meeting shall include:
Receipt of the agenda;
Receipt of the minutes of the previous annual meeting and any subsequent special meetings;
Consideration of the financial statements;
Receipt of the report of the auditor or person appointed to conduct a review engagement;
Reappointment or new appointment of the auditor or person to conduct a review engagement for the coming year;
Election of Directors; and
Such other or special business as may be set out in the notice of the meeting.
No other item of business shall be included on the agenda for an annual meeting unless a Member has given notice to the Corporation of a matter that the Member proposes to raise at the meeting in accordance with the Act, so that such new business can be included in the notice of the annual meeting.
9.02 Special Meetings
The Directors may call a special meeting of the Members.
The Board shall call a special meeting upon written requisition from Members who hold at least 10 percent of the votes that may be cast at the meeting sought to be held, within 21 days after receiving the requisition, unless the Act provides otherwise.
9.03 Notice
Subject to the Act, not less than 10 and not more than 50 days’ written notice of any annual or special Members’ meeting shall be given in the manner specified in the Act to each Member, each Director, and the auditor or person appointed to conduct a review engagement.
Notice of any meeting at which special business will be transacted must contain sufficient information to permit the Members to form a reasoned judgment on the decision to be taken and must state the text of any special resolution to be submitted to the meeting.
9.04 Quorum
A quorum for the transaction of business at a Members’ meeting shall be a majority of the Members entitled to vote at the meeting.
If a quorum is present at the opening of a meeting of the Members, the Members present may proceed with the business of the meeting even if a quorum is not present throughout the meeting.
9.05 Chair of the Meeting
The Chair shall preside over Members’ meetings.
In the absence of the Chair, the Members present shall choose another Director to act as Chair.
If no Director is present, or if all Directors present decline to act as Chair, the Members present shall choose one of their number to chair the meeting.
9.06 Voting of Members
Business arising at any Members’ meeting shall be decided by a majority of votes unless otherwise required by the Act or this By-law, provided that:
Each Member shall be entitled to one vote at any meeting.
Votes shall be taken by a show of hands among all Members present. The Chair of the meeting, if a Member, shall have one vote.
An abstention shall not be considered a vote cast.
Before or after a show of hands has been taken on any question, the Chair of the meeting may require, or any Member may demand, a written ballot. A written ballot so required or demanded shall be taken in such manner as the Chair of the meeting shall direct.
If there is a tie vote, the Chair of the meeting shall require a written ballot and shall not have a second or casting vote. If there is a tie vote on a written ballot, the motion shall be lost.
Whenever a vote by show of hands is taken on a question, unless a written ballot is required or demanded, a declaration by the Chair that a resolution has been carried or lost, together with an entry to that effect in the minutes, shall be conclusive evidence of the fact without proof of the number or proportion of votes recorded in favour of or against the motion.
9.07 Adjournments
The Chair may, with the majority consent of the Members at any Members’ meeting, adjourn the meeting from time to time.
No notice of such adjournment need be given to the Members unless the meeting is adjourned by one or more adjournments for an aggregate of 30 days or more.
Any business may be brought before or dealt with at an adjourned meeting that could have been brought before or dealt with at the original meeting in accordance with the notice calling the meeting.
9.08 Persons Entitled to Be Present
The only persons entitled to attend a Members’ meeting are:
The Members;
The Directors;
The auditor or person appointed to conduct a review engagement of the Corporation, if any; and
Others who are entitled or required under any provision of the Act, the articles, or the By-laws of the Corporation to be present at the meeting.
Any other person may be admitted only if invited by the Chair of the meeting or with the majority consent of the Members present at the meeting.
Notices
10.01 Service
Any notice required to be sent to a Member, Director, Officer, auditor, or person appointed to conduct a review engagement of the Corporation shall be delivered personally or sent by prepaid mail, facsimile, email, or other electronic means.
Notice to a Member shall be sent to the Member’s latest address as shown in the records of the Corporation.
Notice to a Director shall be sent to the Director’s latest address as shown in the records of the Corporation or in the most recent notice or return filed under the applicable Corporations Information Act, whichever is more current.
Notice to the auditor or person appointed to conduct a review engagement shall be sent to the applicable business address.
Notice may be waived, or the time for giving notice may be abridged, at any time with the written consent of the person entitled to receive the notice.
10.02 Error or Omission in Giving Notice
The accidental omission to give notice to any Member, Director, Officer, member of a committee of the Board, auditor, or person conducting a review engagement, if any, or the non-receipt of notice by any such person where the Corporation has provided notice in accordance with the By-laws, or any error in a notice that does not affect its substance, shall not invalidate any action taken at the meeting to which the notice pertained or any action otherwise founded on such notice.
Adoption and Amendment of By-laws
11.01 Amendments to By-laws
The Board may, from time to time and in accordance with the Act, amend or repeal and replace this By-law.
Enacted: ______________________________
Date: _________________________________
President: _____________________________
Secretary: _____________________________
Schedule A
Position Description of the President
Role Statement
If appointed, the President shall be the Chief Executive Officer of the Corporation and shall be responsible for implementing the strategic plans and policies of the Corporation.
Subject to the authority of the Board, the President shall have general supervision of the affairs of the Corporation.
The President shall be entitled to receive notice of and attend and speak at all meetings of the Board and at meetings of Members as a non-member thereof, without the right to vote, except when the Board is discussing the position, salary, or benefits of the President.
Responsibilities
Agendas
Establish agendas aligned with annual Board goals and preside over Board meetings if also holding the office of Chair.
Ensure that meetings are effective and efficient for the performance of governance responsibilities.
Ensure that a schedule of Board meetings is prepared annually.
Direction
Serve as the Board’s central point of communication with the senior management, if any, of the Corporation.
Provide guidance to senior management, if any, regarding the Board’s expectations and concerns.
In collaboration with senior management, develop standards for Board decision-support packages, including formats for reporting to the Board and the level of detail required to ensure that management strategies, planning, and performance information are appropriately presented.
Performance Appraisal
Lead the Board in monitoring and evaluating the performance of senior management, if any, through an annual process.
Work Plan
Ensure that a Board work plan is developed and implemented, including annual goals for the Board and supporting continuous improvement.
Representation
Serve as the Board’s primary contact with the public.
Reporting
Report regularly to the Board on issues relevant to its governance responsibilities.
Board Conduct
Set a high standard for Board conduct and enforce policies and By-laws concerning Directors’ conduct.
Mentorship
Serve as a mentor to other Directors.
Ensure that all Directors contribute fully and address issues associated with the underperformance of individual Directors.
Succession Planning
Ensure that succession planning occurs for senior management, if any, and for the Board.
Committee Membership
Serve as a member of all Board committees.
Schedule B
Position Description of the Treasurer
Role Statement
If appointed, the Treasurer shall work collaboratively with the President and senior management, if any, to support the Board in fulfilling its fiduciary responsibilities.
Responsibilities
Custody of Funds
The Treasurer shall have custody of the funds and securities of the Corporation and shall keep full and accurate accounts of all assets, liabilities, receipts, and disbursements of the Corporation in the books belonging to the Corporation.
The Treasurer shall deposit all monies, securities, and other valuable effects in the name and to the credit of the Corporation in such chartered bank or trust company, or, in the case of securities, with such registered securities dealer as may be designated by the Board from time to time.
The Treasurer shall disburse the funds of the Corporation as directed by proper authority and shall maintain proper vouchers for such disbursements.
The Treasurer shall render to the Chair and Directors, at regular meetings of the Board or whenever requested, an accounting of all transactions and a statement of the financial position of the Corporation.
The Treasurer shall also perform such other duties as may from time to time be directed by the Board.