The objects of the Corporation are:
1. To promote fair and equitable compensation for injured workers in Canada, to address the mistreatment of injured workers and to voice the common concerns of injured workers across Canada.
2. Until changed in accordance with the Act, the Head Office of the corporation shall be in the City of Hastings, in the Province of Ontario.
Conditions of Membership:
3. General membership in the corporation shall be limited to persons interested in furthering the objects of the corporation and shall consist of anyone whose application for admission as a member has received the approval of the Board of Directors of the corporation provided that the Board of Directors shall be made up of injured workers or the immediate family members of injured workers. Anyone in a conflict of interest regarding the best interests of injured workers will not be allowed membership.
4. Associate Sponsors are non-voting members and consist of groups or individuals interested in furthering the objects of the corporation.
5. The membership fees or dues will be decided by a majority vote of the Board of Directors.
6. Any member of the Board of Directors, any Executive Officer or any Associate Sponsor may withdraw from the corporation by delivering to the corporation a written resignation and lodging a copy of the same with the Secretary of the corporation.
7. Any member in any capacity may be required to resign for certain infractions as determined by the Board of Directors. Any member in any capacity may be required to resign by a vote of two-thirds (2/3) of the Board of Directors and will have his online status and voting privileges revoked immediately.
8. That all general members who have a membership card can participate in discussions and voting at annual general meetings online with the use of their membership number identification.
9. All members of the Board of Directors and all Executive Officers must be injured workers or the immediate family member of an injured worker. Any member wishing to be on the Board of Directors or an Executive Officer must open their name to the general membership and provide proof of their status as an injured worker or the immediate family member of an injured worker.
10. No member may publicly state that they represent the society on any issue without receiving consensus from the Board of Directors. Any member doing so may be required to resign by a vote of two-thirds (2/3) of the Board of Directors and will have his online status and voting privileges revoked immediately.
11. No member may breach the confidentiality of another member. Any member doing so may be required to resign by a vote of two-thirds (2/3) of the Board of Directors and will have his online status and voting privileges revoked immediately.
12. The annual or any other general meeting of the members shall be held on the online forum at or at any place in Canada as the board of directors may determine and on such day as the said directors shall appoint. The members may resolve that a particular meeting of members be held outside of Canada. The webmaster, chairperson or elected officials of any online meetings have the right to remove, edit, move or close any topic at any time should they see fit. Members must conduct themselves within meeting halls as is required at any society meeting. The chair, or executive members retain the right to control the flow of the meetings, and if it requires so, the right to close or edit posts that could be considered discriminatory or in any other way may be deemed detrimental to the society.
12a. Meetings by Teleconference. If a majority of the members of the Corporation consents (either at a meeting of members by simple resolution or by consents signed individually by a majority of the members), a meeting of members of the Corporation may be held by teleconference or video-conference.
12b. Meetings by Other Electronic Means. The members of the Corporation may meet by other electronic means that permits each member to communicate adequately with each other, provided that:
(a) the board of directors of the Corporation has passed a resolution addressing the mechanics of holding such a meeting and dealing specifically with how security issues should be handled, the procedure for establishing a quorum and recording votes;
(b) each member has equal access to the specific means of communication to be used;
(c) each member has consented in advance to meeting by electronic means using the specific means of communication proposed for the meeting.
13. At every annual meeting, in addition to any other business that may be transacted, the report of the directors, the financial statement and the report of the auditors shall be presented and auditors appointed for the ensuing year if required. The members may consider and transact any business either special or general at any meeting of the members. The board of directors or the president or vice-president shall have power to call, at any time, a general meeting of the members of the corporation. The board of directors shall call a special general meeting of members on written requisition of members carrying not less than 5% of the voting rights. Two (2) times the number of the existing Board of Directors plus a majority of the directors must be present in person or online in order to constitute a quorum for a general meeting. This number may be amended by a membership meeting.
14. Fourteen (14) days' written notice by any means such as by mail, email or fax shall be given to each voting member of any annual or special general meeting of members. Notice may be given by telephone but only where written means are not available. Notice of any meeting where special business will be transacted shall contain sufficient information to permit the member to form a reasoned judgement on the decision to be taken. Notice of each meeting of members must remind the member if he has the right to vote by proxy.
15. Each voting member present at a meeting shall have the right to exercise one vote. A member may, by means of a written proxy, appoint a proxyholder to attend and act at a specific meeting of members, in the manner and to the extent authorized by the proxy. A proxyholder must be a member of the corporation.
16. A majority of the votes cast by the members present and carrying voting rights shall determine the questions in meetings except where the vote or consent of a greater number of members is required by the Act or these By-laws.
17. No error or omission in giving notice of any annual or general meeting or any adjourned meeting, whether annual or general, of the members of the corporation shall invalidate such meeting or make void any proceedings taken thereat and any member may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. For purpose of sending notice to any member, director or officer for any meeting or otherwise, the address, email address, fax number or telephone number of the member, director or officer shall be the last one recorded on the books of the corporation.
Board of Directors:
18. The property and business of the corporation shall be managed by a board of directors, comprised of a minimum of five directors. The number of directors shall be determined from time to time by a majority of the directors at a meeting of the board of directors and sanctioned by an affirmative vote of at least two-thirds (2/3) of the members at a meeting duly called for the purpose of determining the number of directors to be elected to the board of directors. The Board of Directors will strive to achieve representation from every province/territory if possible and equitable representation from each province so that no single province holds a majority vote. The maximum number of Directors will be limited to two from each province or territory. Directors must be injured workers or the immediate family member of an injured worker, 18 years of age, with power under law to contract. Directors must be members of the Society. Directors may not be in a conflict of interest regarding the best interests of injured workers.
19. The applicants for incorporation shall become the first directors of the corporation whose term of office on the board of directors shall continue until their successors are elected.
20. At the first meeting of members, the board of directors then elected shall replace the provisional directors named in the Letters Patent of the corporation.
21. Directors shall be elected for a term of 1 year by the members at an annual meeting of members.
22. The office of director shall be automatically vacated:
a) if at a special general meeting of members, a resolution is passed by 2/3 of the members present at the meeting that he be removed from office;
b) if a director has resigned his office by delivering a written resignation to the secretary of the corporation;
c) if he is found by a court to be of unsound mind;
d) on death; provided that if any vacancy shall occur for any reason in this paragraph contained, the board of directors by majority vote, may, by appointment, fill the vacancy with a member of the corporation who is an injured worker or the immediate family member of an injured worker.
23. The directors shall serve as such without remuneration and no director shall directly or indirectly receive any profit from his position as such; provided that a director may be paid reasonable expenses incurred by him in the performance of his duties. Nothing herein contained shall be construed to preclude any director from serving the corporation as an officer or in any other capacity and receiving compensation therefor.
24. A retiring director shall remain in office until the dissolution or adjournment of the meeting at which his retirement is accepted and his successor is elected.
Powers of Directors:
25. The directors of the corporation may administer the affairs of the corporation in all things and make or cause to be made for the corporation, in its name, any kind of contract which the corporation may lawfully enter into and, save as hereinafter provided, generally, may exercise all such other powers and do all such other acts and things as the corporation is by its charter or otherwise authorized to exercise and do.
26. The directors shall have power to authorize expenditures on behalf of the corporation from time to time and may delegate by resolution to an officer or officers of the corporation the right to employ and pay salaries to employees. The directors shall have the power to enter into a trust arrangement with a trust company for the purpose of creating a trust fund in which the capital and interest may be made available for the benefit of promoting the interest of the corporation in accordance with such terms as the board of directors may prescribe.
27. The board of directors shall take such steps as they may deem requisite to enable the corporation to acquire, accept, solicit or receive legacies, gifts, grants, settlements, bequests, endowments and donations of any kind whatsoever for the purpose of furthering the objects of the corporation.
28. The board of directors may appoint such agents and engage such employees as it shall deem necessary from time to time and such persons shall have such authority and shall perform such duties as shall be prescribed by the board of directors at the time of such appointment.
29. Remuneration for all officers, agents and employees and committee members shall be fixed by the board of directors by resolution. Such resolution shall have force and effect only until the next meeting of members when such resolution shall be confirmed by resolution of the members, or in the absence of such confirmation by the members, then the remuneration to such officers, agents or employees and committee members shall cease to be payable from the date of such meeting of members.
30. Meetings of the board of directors may be held at any time and place to be determined by the directors provided that 48 hours written notice of such meeting shall be given by email or fax to each director. Notice by mail shall be sent at least 14 days prior to the meeting. There shall be at least one (1) meeting per year of the board of directors. No error or omission in giving notice of any meeting of the board of directors or any adjourned meeting of the board of directors of the corporation shall invalidate such meeting or make void any proceedings taken thereat and any director may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. Each director is authorized to exercise one (1) vote.
30a. The directors may invite experts or professionals to a directors meeting for consultation on specific topics provided that the expert attends only that part of the meeting involving the consultation. Attendance at a directors meeting by an expert or professional does not imply special status in the society or give the expert or professional any particular standing or power within the society. The board will request that the guest maintain the society's confidentiality.
31. A majority of directors in office, from time to time, shall constitute a quorum for meetings of the board of directors. Any meeting of the board of directors at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions by or under the by-laws of the corporation.
31a. Meetings by Teleconference. If a majority of the directors of the Corporation consents (either at a meeting of directors by simple resolution or by consents signed individually by a majority of the directors), a meeting of directors of the Corporation may be held by teleconference or video-conference.
31b. Meetings by Other Electronic Means. The directors of the Corporation may meet by other electronic means that permits each director to communicate adequately with each other, provided that:
(i) the board of directors of the Corporation has passed a resolution addressing the mechanics of holding such a meeting and dealing specifically with how security issues should be handled, the procedure for establishing a quorum and recording votes;
(ii) each director has equal access to the specific means of communication to be used;
(iii) each director has consented in advance to meeting by electronic means using the specific means of communication proposed for the meeting.
Minutes of Directors Meetings:
32. The minutes of the board of directors shall not be available to the general membership of the corporation but shall be available to the board of directors, each of whom shall receive a copy of such minutes or have it available to them in electronic form. In the case of a director being absent from a meeting, the minutes of directors meetings will be available to every director online.
Indemnities to Directors and Others:
33. Every director of the corporation and their heirs, executors and administrators, and estate and effects, respectively, shall from time to time and at all times, be indemnified and saved harmless out of the funds of the corporation, from and against;
a) all costs, charges and expenses which such director sustains or incurs in or about any action, suit or proceedings which is brought, commenced or prosecuted against him, or in respect of any act, deed, matter of thing whatsoever, made, done or permitted by him, in or about the execution of the duties of his office or in respect of any such liability;
b) all other costs, charges and expenses which he sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his own wilful neglect or default.
34. The officers of the corporation shall be a president, vice-president, secretary and treasurer and any such other officers as the board of directors may determine. No two offices may be held by the same person.
35. Officers must be directors and must be injured workers or the immediate family member of an injured worker. Officers may be taken from the Board of Directors.
36. The president, vice president, secretary and treasurer shall be elected at an annual meeting of members after the directors have been elected. . Officers other than these shall be appointed by resolution of the board of directors at the first meeting of the board of directors following an annual meeting of members.
37. At each annual general meeting, the membership will vote in this order:
a) vote for Board of Directors (minimum five)
b) vote for President
c) vote for vice-president
d) vote for treasurer
e) vote for secretary
38. The officers of the corporation shall hold office for one year from the date of appointment or election or until their successors are elected or appointed in their stead. Officers shall be subject to removal by resolution of the board of directors at any time.
Duties of Officers:
39. The president shall be the chief executive officer of the corporation. He shall preside at all meetings of the corporation and of the board of directors. He shall have the general and active management of the affairs of the corporation. He shall see that all orders and resolutions of the board of directors are carried into effect.
40. The vice-president shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties as shall from time to time be imposed upon him by the board of directors.
41. The treasurer shall have the custody of the funds and securities of the corporation and shall keep full and accurate accounts of all assets, liabilities, receipts and disbursements of the corporation in the books belonging to the corporation and shall deposit all monies, securities and other valuable effects in the name and to the credit of the corporation in such chartered bank of trust company, or, in the case of securities, in such registered dealer in securities as may be designated by the board of directors from time to time. He shall disburse the funds of the corporation as may be directed by proper authority taking proper vouchers for such disbursements, and shall render to the president and directors at the regular meeting of the board of directors, or whenever they may require it, an accounting of all the transactions and a statement of the financial position, of the corporation. He shall also perform such other duties as may from time to time be directed by the board of directors.
42. The secretary may be empowered by the board of directors, upon resolution of the board of directors, to carry out his affairs of the corporation generally under the supervision of the officers thereof and shall attend all meetings and act as clerk thereof and record all votes and minutes of all proceedings in the books to be kept for that purpose. The minutes may be kept in electronic form. He shall give or cause to be given notice of all meetings of the members and of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision he shall be. He shall be custodian of the seal of the corporation, which he shall deliver only when authorized by a resolution of the board of directors to do so and to such person or persons as may be named in the resolution.
43. The duties of all other officers of the corporation shall be such as the terms of their engagement call for or the board of directors requires of them.
44. The board of directors may appoint committees whose members will hold their offices at the will of the board of directors. The directors shall determine the duties of such committees and may fix by resolution, any remuneration to be paid.
Execution of Documents:
45. Contracts, documents or any instruments in writing requiring the signature of the corporation, shall be signed by the President and Treasurer and an alternate signatory will be appointed from amongst the directors by majority resolution of the Board of Directors. All contracts, documents and instruments in writing so signed shall be binding upon the corporation without any further authorization or formality. Any document so signed must have the approval of a majority of the directors.
46. Unless otherwise ordered by the board of directors, the fiscal year end of the corporation shall be December 31st.
Amendment of By-Laws:
47. The by-laws of the corporation not embodied in the letters patent may be repealed or amended by by-law, or a new by-law relating to the requirements of subsection 155(2) of the Canada Corporations Act, may be enacted by a majority of the directors at a meeting of the board of directors and sanctioned by an affirmative vote of at least two-thirds (2/3) of the members at a meeting duly called for the purpose of considering the said by-law, provided that the repeal or amendment of such by-laws shall not be enforced or acted upon until the approval of the Minister of Industry has been obtained.
48. The members shall at each annual meeting appoint an auditor to audit the accounts of the Corporation for report to members who shall hold office until the next following annual meeting; provided, however, that the directors may fill any casual vacancy in the office of the auditor.
49. The remuneration of the auditor shall be fixed by the board of directors.
Books and Records:
50. The directors shall see that all necessary books and records of the corporation required by the by-laws of the corporation or by any applicable statute or law are regularly and properly kept and that backups of electronic records are kept.
Rules and Regulations:
51. The board of directors may prescribe such rules and regulations not inconsistent with these by-laws relating to the management and operation of the corporation as they deem expedient, provided that such rules and regulations shall have force and effect only until the next annual meeting of the members of the corporation when they shall be confirmed, and failing such confirmation at such annual meeting of members, shall at and from that time cease to have any force and effect.
Dissolution of the Corporation:
52. It is specially provided that in the event of dissolution or winding-up of the corporation, all its remaining assets after payment of its liabilities shall be distributed to any charitable organization which helps the disabled as decided by the Board of Directors by majority vote.
53. In these by-laws and in all other by-laws of the corporation hereafter passed unless the context otherwise requires, words importing the singular number or the masculine gender shall include the plural number or the feminine gender, as the case may be, and vice versa, and references to persons shall include firms and corporations.