OntarioLearn Online Collaborative

BYLAW NO. 1

A bylaw relating generally to the transaction of the business and affairs of ONTARIOLEARN ONLINE COLLABORATIVE (the “Corporation”).

ARTICLE 1

INTERPRETATION

1.1 Definitions.  In this Bylaw and all other bylaws of the Corporation, unless the context otherwise specifies or requires:

“Act” means the Corporations Act (Ontario) until such time as the Ontario Not-for-profit Corporations Act, 2010, (“ONCA”) is proclaimed in force, and thereafter shall mean the ONCA, together with the Regulations as each from time to time is amended and every statute and Regulation that may be substituted therefore and, in the case of such substitution, any reference in the bylaws of the Corporation to provisions of the Act shall be read as references to the substituted provisions therefore in the new statute or statutes or Regulation or Regulations;

“Board” means the board of directors of the Corporation;

“ByLaw” means this bylaw and all other bylaws of the Corporation from time to time in force and effect;

“College” means an Ontario College of Applied Arts and Technology;

“general meeting of Members” means a meeting of all Members of the Corporation;

“Letters Patent” or “Articles” means the letters patent dated February 5, 2010 incorporating the Corporation as from time to time amended and supplemented by supplementary letters patent or articles of amendment;

“meeting of Members” includes an annual meeting of Members and a general meeting of Members of the Corporation;

“Members” means the Colleges who have qualified for Membership pursuant to Article 3;

“Region” shall mean each of the Eastern Region, the Central Region, the Western Region, and the Northern Region of the Province of Ontario, and each of the Regions shall include the Colleges noted:

“Eastern Region” shall include Algonquin College, Durham College, Fleming College, La Cite Collegiale, Loyalist College and St. Lawrence College;

“Central Region” shall include Centennial College, George Brown College, Humber College, Seneca College, Sheridan College and Georgian College;

“Western Region” shall include Conestoga College, Fanshawe College, Lambton College, Mohawk College, Niagara College and St. Clair College;

“Northern Region” shall include College Boreal, Cambrian College, Confederation College, Northern College, Sault College and Canadore College.

“Regulations” means the Regulations made under the Act as from time to time amended and every regulation that may be substituted therefore and, in the case of such substitution, any references in the bylaws of the Corporation to provisions of the Regulations shall be read as references to the substituted provisions therefore in the new regulations; and

“signing officer” means, in relation to any instrument, any person authorized to sign the same on behalf of the Corporation by section 2.3 or by a resolution passed pursuant thereto.

1.2 Interpretation. This ByLaw shall be, unless the context otherwise requires, construed and interpreted in accordance with the following:

1.2 (a) save as aforesaid, words and expressions defined in the Act or the Regulations have the same meanings when used herein;

1.2 (b) words importing number include the singular and plural; words importing gender include the masculine, feminine and neuter genders and words importing persons include individuals, Corporations, partnerships, trusts and unincorporated organizations;

1.2 (c) the headings used in the bylaws are inserted for reference purposes only and are not to be considered or taken into account in construing the terms and provisions thereof or to be deemed in any way to clarify, modify or explain the effect of any such terms or provisions; and

1.2 (d) references in this By-law to the ONCA shall become effective on the date on which the ONCA is proclaimed in force.

1.3 Letters Patent.  If any of the provisions contained in this ByLaw are inconsistent with those in the Letters Patent, the provisions contained in the Letters Patent shall prevail.

1.4 Terms of Reference.  The Corporation shall comply with the Terms of Reference (as amended from time to time) of the Corporation in effect from time to time.   Notwithstanding, if any of the provisions contained in this By Law are inconsistent with those in the Terms of Reference, the provisions contained in this By-Law shall prevail.

ARTICLE 2

TRANSACTION OF THE AFFAIRS OF THE CORPORATION

2.1 Head and Registered Office.  The head and registered office of the Corporation shall be situated in the city and municipality within the province of Ontario as may be set by special resolution.

2.2 Mandate of the Corporation.  The mandate of the Corporation is to:

2.2 (a) Function as a collaborating body for the development and delivery of quality education, through an accessible, flexible computerized environment.

2.2 (b) Recommend policies and procedures for the effective and efficient management of the consortium.

2.2 (c) Provide a forum for the discussion of operational issues and concerns related to the development and delivery of online courses.

2.3 Financial Year.  Until changed by the Board, the financial year of the Corporation shall end on the 31st day of March in each year.

2.4 Execution of Instruments.  Deeds, transfers, assignments, contracts, obligations, certificates and other instruments may be signed on behalf of the Corporation by two (2) individuals, one (1) of whom is a director of the Corporation and one (1) of whom is an officer of the Corporation.  In addition, the Board may from time to time direct the manner in which and the person or persons by whom any particular instrument or class of instruments may or shall be signed.  Any signing officer may affix the corporate seal (if any) to any instrument.  Any signing officer may certify a copy of any instrument, resolution, bylaw or other document of the Corporation to be a true copy thereof.

2.5 Banking Arrangements.  The banking business of the Corporation shall be transacted with such banks, trust companies or other firms or corporations as may from time to time be designated by or under the authority of the Board.  Such banking business or any part thereof shall be transacted under such agreements, instructions and delegations of powers as the Board may prescribe or authorize from time to time.

ARTICLE 3

MEMBERS

3.1 Qualifications.

3.1 (a) Membership in the Corporation shall only be open to Colleges. 

3.1 (b) The Board may establish rules for application for Membership in the Corporation by those Colleges which qualify for Membership.

3.1 (c) Any College wishing to become a Member may be obliged to pay a sign-up fee. The sign-up fee gives the Member access to all online courses already developed, the set up and orientation information plus access to all courses and programs scheduled for future development.

3.1 (d) The Board may, from time to time, establish and revise fees and set out conditions for Membership in the Corporation.

3.2 Classes of Membership.  There shall be one class of Membership in the Corporation.

3.3 Entitlement. The Members shall be those Colleges as may from time to time be admitted to Membership in accordance with any rules for Membership in the Corporation which have been approved by resolution of the directors and those persons as may from time to time be admitted to Membership in the Corporation by resolution of the Board or by resolution of the Members. 

Each Member shall be entitled to notice of, to participate in, and to vote at all meetings of Members. 

3.4 Member Ceases to be a College. In the event that a Member ceases to be a College, its Membership in the Corporation shall also cease at the same date.

3.5 Resignation.  Members may resign by resignation in writing which shall be effective from the time of acceptance thereof by the Board.  In the case of resignation, a Member shall remain liable for payment of any assessment or other sum levied or which became payable by the Member to the Corporation prior to the acceptance of such a resignation. Membership fees and/or other requirements for Membership and to which the Member may have paid or have been required to meet shall not be reduced or prorated due to the withdrawal of Membership.

3.6 Termination of Membership.  The interest of a Member in the Corporation is not transferable and lapses and ceases to exist upon dissolution of the Member or when the Member’s period of Membership (if any) expires or when the person ceases to be a Member by resignation or otherwise in accordance with the ByLaw.  Failure to remit Membership fees and/or to meet any other requirements for Membership shall be cause for termination of Membership in the Corporation.  A Member so terminated shall remain liable to the Corporation for any outstanding charges payable or other requirements outstanding at the date Membership ceases.

3.7 Reinstatement. Any Member which has withdrawn in good standing or which Membership has been terminated for non-payment or failure to meet any other requirements for Membership may be reinstated upon payment of Membership fees and satisfaction of other requirements for Membership for the current fiscal year of reinstatement.

3.8 Financial Obligations of Members. 

3.8 (a) Each Member must pay an annual fee, as determined by the Board, to maintain their membership in the Corporation.

3.8 (b) All operating costs of the Corporation are to be shared on an equitable basis, equally divided among the Members, and may include:

  • (i) Technical service provider fees;
  • (ii) Instructor costs;
  • (iii) Host fees;
  • (iv) Corporation fees; and
  • (v) Additional material fees (if applicable).

3.9 Course Ownership. Host colleges  retain full ownership of all course curriculums shared with the Corporation.

ARTICLE 4

DIRECTORS

4.1 Number of Directors and Powers.  The affairs of the Corporation shall be managed by a board of directors.  The Board shall be comprised of one nominee of each Member. The Board may exercise all such powers and do all such acts and things as may be exercised or done by the Corporation that are not by the ByLaw or any special resolution of the Corporation or by statute expressly directed or required to be done in some other manner. The total number of directors is set at 24 voting directors (representing each College) and 1 ex-officio non-voting director (the Executive Director), unless the addition of any new directors is approved by special resolution.  No more than one-third (1/3rd) of the directors may be employees of the Corporation or an affiliate thereof. 

4.2 Qualifications.  Every director shall:

4.2 (a) be 18 or more years of age;

4.2 (b) not be an undischarged bankrupt;

4.2 (c) not have been found under the Substitute Decisions Act, 1992 or under the Mental Health Act to be incapable of managing property;

4.2 (d) not have been found to be incapable by any court in Canada or elsewhere;

4.2 (e) be an individual; and

4.2 (f) be an administrator at a Member.

4.3 Observer Status.  Observer status at meetings of the Board may be granted to persons from time to time and at the discretion of the Board.   

4.4 Voting.  Each director present at a meeting shall have the right to exercise one (1) vote.

4.5 Election and Term.  The Members shall elect by ordinary resolution the directors; each Member shall have one nominee elected as a director.  Each director shall serve for a term of two (2) years.  This term can be renewed if the relevant Member re-nominates this individual for an additional term or terms.

4.6 Consent.  A director who is elected or appointed must consent to hold office as a director before or within ten (10) days after the election or appointment. 

4.7 Vacancy in Office. The office of a director shall be automatically vacated upon the occurrence of any of the following events:

4.7 (a) if the College Member who the director represents does not become a Member within 10 days of the individual’s appointment as a director, or ceases to be a Member of the Corporation;

4.7 (b) if the director becomes bankrupt or suspends payment of personal debts generally or compounds with creditors or makes an authorized assignment or is declared insolvent;

4.7 (c) if the director is found to be a mentally incompetent person or becomes of unsound mind;

4.7 (d) if by notice in writing to the Corporation the director resigns, which resignation shall be effective at the time it is received by the Corporation or at the time specified in the notice, whichever is later;

4.7 (e) if the director dies;

4.7 (f) if the director is removed from office by the Members, in accordance with this By-Law; or

4.7 (g) if the director is no longer employed by his/her Member College.

4.8 Removal of Directors.  The Members may, by resolution passed by at least a majority of the votes cast thereon at a general meeting of Members of which notice specifying the intention to pass such resolution has been given, remove any director before the expiration of the director’s term of office.  At that time the relevant Member College will be required, by the Corporation in writing, to nominate another individual for election as a replacement director.

4.9 Vacancies.  Subject to this By-Law, a vacancy on the Board, however caused, shall be filled for the remainder of the term by a qualified individual, nominated by the relevant Member College, by ordinary resolution of the Board.

4.10 Appointment of Additional Directors.  If fewer than twenty-four (24) directors are elected by the Members at an annual meeting of Members, the Board may fill the remaining positions with directors who shall hold office until the next annual meeting of Members; provided that no more than one-third of the total number of directors elected by the Members can be appointed by the Board (for example, if, for any reason, the Members only elect twelve directors, the Board can only appoint four additional directors).  The additional directors appointed by the Board shall be nominees of the Member Colleges that do not already have a nominee sitting on the Board.

4.11 Powers and Duties.

4.11 (a) The Board 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 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.

4.11 (b) The Board 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.

4.11 (c) The Board 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 at the time of such appointment.

ARTICLE 5

COMMITTEES

5.1 Committees.  The Board may appoint committees whose Members will hold their offices at the will of the Board and may delegate to such committees any of the powers of the Board except those powers which may not be delegated pursuant to Section 36(2) of the Act.

5.2 Executive Committee.

5.2 (a) There shall be an executive committee which shall oversee the day to day activities of the Corporation and exercise such other powers as are authorized by the Board.

5.2 (b) The Members of the Executive Committee shall be as follows:

  • (i) The Chair and Co-Chair of the Board, the Secretary-Treasurer and the past-Chair of the Board;
  • (ii) One regional director from each of the four (4) Regional Committees; and
  • (iii) Other ex-officio members as the Board may deem necessary.

5.3 Regional Committees.

5.3 (a) The following four (4) Regional Committees shall be established which shall be made up from Members from the respective Regions as defined in section 1.1 of this By-Law:

  • (i) Eastern Region
  • (ii) Western Region
  • (iii) Central Region
  • (iv) Northern Region

5.3 (b) Each Regional Committee shall be composed of those Directors from the respective Regions. 

5.3 (c) Each Regional Committee shall elect their Chairperson from amongst themselves, who shall serve for a term of two (2) years.

5.4 Other Committees. The Board may from time to time appoint such committee or committees, as it deems necessary or appropriate for such purposes and with such powers as it shall see fit.  Members of committees need not be directors.  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.  The Board may remove any Member of any such committee.

5.5 Remuneration of Directors.  The directors shall serve as directors without remuneration and no director shall directly or indirectly receive any profit or remuneration from holding the position of director, provided that a director may be paid reasonable expenses incurred by the director in the performance of duties.

ARTICLE 6

MEETINGS OF DIRECTORS

6.1 Place of Meeting. Meetings of the Board may be held either at the head office of the Corporation or at any place within or outside of Ontario as the Board may determine.

6.2 Notice.  A meeting of the Board may be convened at any time by the Chair or any two directors. The notice of any meeting convened as aforesaid need not specify the purpose of or the business to be transacted at the meeting.  Notice of any such meeting shall be served not less than two weeks before the meeting is to take place.  A director may in any manner and at any time (before or after the meeting to which such waiver relates) waive notice of a meeting of directors and the attendance of a director at a meeting of directors shall constitute a waiver of notice of the meeting except where a director attends a meeting for the express purpose of objecting to the transaction of any business.  A meeting of directors may be held at any time without notice if all the directors are present (except where a director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called) or if all of the absent directors waive notice before or after the date of such meeting.

If the first meeting of the Board following the appointment of directors by the Members is held immediately thereafter, then for such meeting, no notice shall be necessary to the newly appointed directors or director in order to legally constitute the meeting, provided that a quorum of the directors is present.

6.3 Means of Meetings. If all the directors of the Corporation consent, a meeting of the Board or of a committee of the Board may be held by such telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other adequately, and a director participating in the meeting by those means is deemed for the purposes of this By-Law to be present at the meeting.

6.4 Written Resolutions.  A resolution in writing, signed by all the directors entitled to vote on that resolution at a meeting of directors, is as valid as if it had been passed at a meeting of directors.

6.5 Omission of Notice. The accidental omission to give notice of any meeting of directors to, or the non-receipt of any notice by any person, shall not invalidate any resolution passed or any proceedings taken at such meeting.

6.6 Adjournment. Any meeting of directors may be adjourned from time to time by the Chair to a fixed time and place.  Notice of any adjourned meeting of directors is not required to be given if the time and place of the adjourned meeting is announced at the original meeting.  Any adjourned meeting shall be duly constituted if held in accordance with the terms of the adjournment and a quorum is present thereat.  The directors who formed a quorum at the original meeting are not required to form the quorum at the adjourned meeting.  If there is no quorum present at the adjourned meeting, the original meeting shall be deemed to have terminated forthwith after its adjournment.  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.

6.7 Regular Meetings. The Board may appoint a day or days in any month or months for regular meetings of the Board at a place or hour to be named by the Board and a copy of any resolution of the Board fixing the place and time of regular meetings of the Board shall be sent to each director forthwith after being passed, but no further notice shall be required for any such regular meetings.

6.8 Business at Meetings.  A minimum of two (2) regularly scheduled meetings of the Board shall be held annually for, among other things, the hearing of reports, the presentation of financial statements, the election of officers.  No business shall be transacted at any meeting of the Board unless a quorum is present.  The minutes of the meetings of the Board shall be kept and made available to the directors, each of whom shall receive a copy.

6.9 Chair.

6.9 (a) The Chair and Co-Chair of the Board, who shall also be directors, shall be elected by the Board. The Chair and Co-Chair shall be from different regions in Ontario.  Exceptions will be decided by the Board. 

6.9 (b) The position of Chair shall be held by a director who was nominated by an active College (one that has curriculum and is advertising and utilizing other College courses).  The term of the Chair shall be for a period of two (2) years.  The incumbent’s term may be renewed for an additional term.

6.9 (c) The position of Co-Chair shall be held by a director who was nominated by an active College (one that has curriculum and is advertising and utilizing other College courses).  The term of the Co-Chair shall be for a period of two (2) years. The incumbent will normally be considered for the role of Chair for the subsequent term.

6.9 (d) The Chair of the Board shall, subject to any special resolution, when present, preside at all meetings of the Board, the executive committee, if any, and the Members of the Corporation.

6.10 Voting.  Questions arising at any meeting of directors shall be decided by a majority of votes consisting of 50% plus one of the voting Members.  In case of an equality of votes the Chair of the meeting in addition to an original vote shall be entitled to a second or casting vote.

6.11 Quorum.  A majority of the authorized number of directors on the Board shall constitute a quorum for the transaction of business at any meeting of the directors.  Notwithstanding vacancies in the Board, the remaining directors may exercise all the powers of the Board as long as such a quorum of the Board is present.

ARTICLE 7

CONFLICT OF INTEREST

7.1 Conflict of Interest.  Every director and officer shall comply with the provisions of the Act and any code of conduct in place from time to time, including those with respect to conflict of interest.

ARTICLE 8

PROTECTION OF DIRECTORS, OFFICERS AND OTHERS

8.1 Indemnities to Directors.  Until the ONCA is proclaimed in force, the following shall apply:

Every director and officer of the Corporation, and their heirs, executors, administrators, legal representatives, estates 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:

8.1 (a) all costs, charges and expenses whatsoever such director or officer sustains or incurs in or about any action, suit or proceeding that is brought, commenced or prosecuted against him or her, for or in respect of any act, deed, matter or thing whatsoever, made, done or permitted by him or her, in or about the execution of the duties of his or her office; and/or

8.1 (b) all other costs, charges and expenses he or she sustains or incurs in or about or in relation to the affairs of the Corporation;

8.1 (c) except such costs, charges and expenses as are occasioned by his or her own negligence or default or failure to act honestly and in good faith with a view to the best interests of the Corporation.

8.2 Standard of Care.  Upon proclamation of the ONCA, the provisions set out in sections 8.2 to 8.6 shall apply. Every director and officer of the Corporation, in exercising such person’s powers and discharging such person’s duties, shall act honestly and in good faith with a view to the best interests of the Corporation and shall exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.  Every director and officer of the Corporation shall comply with the ONCA, the regulations, Articles, and By-Law.

8.3 Limitation of Liability.  Provided that the standard of care required of the director under the ONCA and the By-Law has been satisfied, which includes relying in good faith on financial statements of the Corporation presented by an officer, reports of the auditor or person conducting a review engagement, financial reports of the Corporation presented by an officer, a report or advice of an officer or employee of the Corporation, or a report of a professional, no director shall be liable for money or property distributed or paid by the Corporation contrary to the ONCA.

8.4 Indemnification of Directors and Officers.  The Corporation may indemnify a director, an officer of the Corporation, a former director or officer of the Corporation, or another individual who acts or acted at the Corporation’s request as a director or officer or in a similar capacity of another entity, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by such person in respect of any civil, criminal, administrative, or investigative action or other proceeding in which the individual is involved because of that association with the Corporation or other entity if:

8.4 (a) the person acted honestly and in good faith with a view to the best interests of the Corporation or, as the case may be, to the best interests of the other entity for which the individual acted as director or officer or in a similar capacity at the Corporation’s request; and

8.4 (b) in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the person had reasonable grounds for believing that the conduct was lawful.

The Corporation may indemnify such person in all such other matters, actions, proceedings and circumstances as may be permitted by the ONCA or the law.  Nothing in this By-Law shall limit the right of any person entitled to indemnity to claim indemnity apart from the provisions of this By-Law.

8.5 Advances.  With respect to the defence by a director or officer or other individual of any claims, actions, suits or proceedings, whether civil or criminal, for which the Corporation is liable to indemnify a director or officer pursuant to the terms of the ONCA, the Board may authorize the Corporation to advance to the director or officer or other individual such funds as may be reasonably necessary for the defence of such claims, actions, suits or proceedings upon written notice by the director or officer to the Corporation disclosing the particulars of such claims, actions, suits or proceedings and requesting such advance.  The director or officer shall repay the money advanced if the director or officer does not fulfill the conditions of Section 46(3) of the ONCA.

8.6 Insurance. Subject to the ONCA, the Corporation may purchase and maintain insurance for the benefit of any person entitled to be indemnified by the Corporation pursuant to Section 8.4 against any liability incurred by the individual in the individual’s capacity as a director or an officer of the Corporation; or in the individual’s capacity as a director or officer, or in a similar capacity, of another entity, if the individual acts or acted in that capacity at the Corporation’s request. 

ARTICLE 9

OFFICERS

9.1 Appointment.  The Board shall annually and more often as may be required for a term of two (2) years appoint the following officer positions:

9.1 (a) Secretary-Treasurer: the position of Secretary-Treasurer shall be held by an active Member of the Board.  Subject to the provisions of any resolution of the Board, the Secretary-Treasurer shall have the care and custody of all the funds and securities of the Corporation and shall deposit the same in the name of the Corporation in such bank or banks or with such depositary or depositaries as the Board may direct.  The Secretary-Treasurer shall keep or cause to be kept the books of account and accounting records referred to in the Act.  Financial activities are carried out in conjunction with the Executive Director, and oversight is provided to OCAS (Application Services Inc.) who operate as the Corporation’s accounting service department, issuing purchase orders, paying invoices and expenses, issuing appropriate financial statements and carrying out all day to day banking activities.

The incumbent Secretary-Treasurer can be renewed for additional terms.

9.1 (b) President / Chair:  The President and the Chair of the Board shall be the same person, as elected in accordance with this By-Law and shall be a Director.  The Chair shall, if present, preside at all meetings of the Board. In the absence of the Chair, the Co-Chair shall act as the chair of the meeting. If neither the Chair nor the Co-Chair is present, the Directors who are present shall choose one of the present Directors to chair the meeting. The Chair shall perform other duties incident to the office and shall have such other powers and duties as may from time to time be assigned by the Board.

9.2 Executive Director.  The OntarioLearn Executive Director shall be a non-voting Member of the Board by virtue of his/her office, as well as an officer of the Corporation and shall report to the Executive Committee.

9.3 Other Officers. The Board may from time to time appoint such other officers and agents as it shall deem necessary who shall have such authority and shall perform such duties as may from time to time be prescribed by the Board.

9.4 Vacancies.  Notwithstanding the foregoing, each incumbent officer shall continue in office until the earlier of:

9.4 (a) the officer’s resignation, which resignation shall be effective at the time the written resignation is received by the Corporation or at the time specified in the resignation, whichever is later;

9.4 (b) the appointment of the officer’s successor;

9.4 (c) the officer ceasing to be a director or Member of the Corporation if such is a necessary qualification of appointment;

9.4 (d) the meeting at which the directors annually appoint the officers of the Corporation;

9.4 (e) the officer’s removal; or

9.4 (f) the officer’s death.

If the office of any officer of the Corporation shall be or become vacant, the directors shall appoint a person to fill such vacancy.

9.5 Remuneration. The officers who also serve as directors shall serve as directors and officers without remuneration provided that such director or officer may be paid reasonable expenses incurred through the performance of duties.  The fact that any officer or employee is a Member of the Corporation shall not disqualify the person from receiving such remuneration as an officer or employee as may be determined.

9.6 Removal of Officers. All officers, in the absence of agreement to the contrary, shall be subject to removal by resolution of the Board at any time, with or without cause.

9.7 Powers and Duties.  All officers shall sign such contracts, documents or instruments in writing as require their respective signatures and shall respectively have and perform all powers and duties incident to their respective offices and such other powers and duties respectively as may from time to time be assigned to them by the Board, subject however to any special resolution.

9.8 Duties of Officers may be Delegated.  In case of the absence or inability to act of any officer of the Corporation or for any other reason that the Board may deem sufficient, the Board may delegate all or any of the powers of any such officer to any other officer or to any director for the time being.

ARTICLE 10

MEMBERS’ MEETINGS

10.1 Annual Meeting. The annual meeting of the Members shall be held on such day in each year and at such time as the directors may by resolution determine at any place within Ontario or, in the absence of such determination, at the place where the head office of the Corporation is located.  If all of the Members entitled to vote at such meeting so agree, the meeting may be held outside of Ontario. The annual meeting shall be for the purpose of receiving reports and statements required by the Act to be placed before an annual meeting, appointing directors, appointing auditors and for the transaction of such other business that may properly be brought before the meeting. 

10.2 General Meeting. Other meetings of the Members may be convened by the Chair or the Board at any date and time and at any place within Ontario or, in the absence of such determination, at the place where the head office of the Corporation is located.  The Board shall call a special meeting of Members on written requisition of Members carrying not less than ten percent of the voting rights.  If the Board does not call a meeting within twenty-one days of receiving the requisition, any Member who signed the requisition may call the meeting.

10.3 Notice.  A printed, written or typewritten notice stating the day, hour and place of meeting and the general nature of the business to be transacted shall be given by serving such notice on each Member entitled to notice of such meeting, to each director, and to the auditor of the Corporation in the manner specified in section 11.1 of this ByLaw not less than 10 days and not more than fifty days prior to the date of the meeting.

10.4 Waiver of Notice.   A representative of a Member and any other person entitled to attend any meeting of Members may in any manner waive notice of a meeting of Members and the attendance of any such person at a meeting of Members shall constitute a waiver of notice of the meeting except where such person attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.  A meeting of Members may be held if all representatives of the Members are present in person, or if those not present waive notice or otherwise consent to the meeting being held.

The only persons entitled to attend a meeting of the Members shall be the representatives of the Members, the directors, the auditors of the Corporation and others who, although not entitled to vote, are entitled or required under any provision of the Act or the Letters Patent or the bylaws to be present at the meeting.  Any other person may be admitted only on the invitation of the chair of the meeting or with the consent of the meeting.

10.5 Omission of Notice. The accidental omission to give notice of any meeting or any irregularity in the notice of any meeting or the non-receipt of any notice by any Member or Members or by the auditor of the Corporation shall not invalidate any resolutions passed or any proceedings taken at any meeting of Members.

10.6 Votes.  Every question submitted to any meeting of Members shall be decided in the first instance by a show of hands and in the case of an equality of votes the chair of the meeting shall both on a show of hands and at a poll be entitled to a second or casting vote in addition to the vote or votes to which the chair may be otherwise entitled.  Every question shall, unless otherwise required by the Act, Regulations, Letters Patent or By-laws, be determined by the majority of the votes duly cast on the question.

No Member shall be entitled either in person or by proxy to vote at any meeting of Members of the Corporation unless the Member has paid all dues or fees.

At any meeting of Members unless a poll is demanded, a declaration by the chair of the meeting that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact.

A poll may be demanded either before or after any vote by show of hands by any person entitled to vote at the meeting.  If at any meeting a poll is demanded on the election of a chair of the meeting or on the question of adjournment, it shall be taken forthwith without adjournment.  If at any meeting a poll is demanded on any other question or as to the appointment of directors, the vote shall be taken by ballot in such manner and either at once, later in the meeting or after adjournment as the chair of the meeting directs.  The result of a poll shall be deemed to be the resolution of the meeting at which the poll was demanded.  A demand for a poll may be withdrawn.

10.7 Chair of the Meeting.  In the event that the Chair is absent, then the persons who are present and entitled to vote shall choose another director as chair of the meeting.  If no director is present or if all the directors present decline to take the chair, then the persons who are present and entitled to vote shall choose one of such persons to be chair.

10.8 Written Resolutions. A resolution in writing, signed by all the Members entitled to vote on that resolution at a meeting of Members, is as valid as if it had been passed at a meeting of Members.

10.9 Proxies.  Votes at meetings of the Members may be given by an individual authorized by a resolution of the Member to represent it at meetings of Members of the Corporation.  At every meeting at which the Member is entitled to vote, every individual so authorized to represent a Member who is present in person shall have one vote on a show of hands.  Upon a poll and subject to the provisions, if any, of the Letters Patent of the Corporation, every Member who is represented by an individual so authorized shall have one vote.

A proxy in which a representative is appointed by a Member shall be executed by one of the Member’s officers.

Subject to the provisions of the Act, a proxy may be in the following form:

The undersigned Member of ONTARIOLEARN ONLINE COLLABORATIVE hereby appoints [*] or [*] or failing him or her, [*], as the proxy of the undersigned to attend, act and vote on behalf of the undersigned at the [*] meeting of the Members of the said Corporation to be held on the [*] day of [*], and at any adjournment or adjournments thereof in the same manner, to the same extent and with the same power as if the undersigned were present at the said meeting or such adjournment or adjournment thereof.

DATED the [*] day of [*]. 


Signature of Member 

The directors may from time to time make regulations regarding the lodging of proxies at some place or places other than the place at which a meeting or adjourned meeting of Members is to be held and for particulars of such proxies to be sent by any means of prepaid transmitted or recorded communication before the meeting or adjourned meeting of the Corporation or to any agent of the Corporation for the purpose of receiving such particulars and providing that proxies so lodged may be voted upon as though the proxies themselves were produced at the meeting or adjourned meeting and votes given in accordance with such regulations shall be valid and shall be counted.  The chair of any meeting of Members may, subject to any regulations made as aforesaid, in the chair’s discretion accept any means of prepaid transmitted or recorded communication as to the authority of any person claiming to vote on behalf of and to represent a Member notwithstanding that no proxy conferring such authority has been lodged with the Corporation, and any votes given in accordance with such prepaid transmitted or recorded communication accepted by the chair of the meeting shall be valid and shall be counted.

10.10 Adjournment.  The Chair of any meeting of Members may, with the consent of the meeting and subject to such conditions as the meeting decides, adjourn the same from time to time to a fixed time and place and no notice of such 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.

10.11 Quorum.  A quorum at any meeting of the Members (unless a greater number of Members and/or proxies is required to be present by the Act or by the Letters Patent or any other bylaw) shall be persons present (or being represented by proxy) being not less than 12  in number. No business shall be transacted at any meeting unless the requisite quorum be present at the time of the transaction of such business.  If a quorum is not present at the time appointed for a meeting of Members or within such reasonable time thereafter as the Members present may determine, the persons present and entitled to vote may adjourn the meeting to a fixed time and place but may not transact any other business and the provisions hereunder with regard to notice shall apply to such adjournment.

10.12 Participation at Meetings by Telephonic or Electronic Means.  Any person entitled to attend a meeting of Members may participate in the meeting using telephonic or electronic means that permit all participants to communicate adequately with each other during the meeting, if the Corporation makes available such a communication facility.  A person participating in the meeting by any such means shall be deemed to have been present at that meeting.

10.13 Meeting Held Entirely by Electronic Means.  If the Board or the Members call a meeting of the Members, the Board or the Members, as the case may be, may determine that the meeting shall be held entirely by telephonic or electronic means that permits all participants to communicate adequately with each other during the meeting.

10.14 Absentee Voting. If a Member cannot send a representative to a meeting of the Members, such Member shall be entitled to vote prior to the meeting by any of the following means:

10.14 (a) by using a mailed in ballot in the form provided by the Corporation provided that the Corporation has a system that enables the votes to be gathered in a manner that permits their subsequent verification and permits the tallied votes to be presented to the Corporation without it being possible for the Corporation to identify how each Member voted; or

10.14 (b) by means of a telephonic or electronic communication facility, if the facility enables the votes to be gathered in a manner that permits their subsequent verification and permits the tallied votes to be presented to the Corporation without it being possible for the Corporation to identify how each Member voted

ARTICLE 11

NOTICES

11.1 Method of Giving Notices.  Any notice (which term includes any communication or document) to be given (which term includes sent, delivered or served), pursuant to the Act, the Regulations, the Letters Patent, the Bylaws of the Corporation or otherwise to a Member, director, officer, auditor or Member of a committee of the Board shall be sufficiently given if delivered personally to the person to whom it is to be given or if delivered to his or her last recorded address or if mailed to the person at the person’s last recorded address by prepaid ordinary or air mail, or if sent to the person at the person’s last recorded address by any means of prepaid transmitted, electronic or recorded communication.  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 received by the addressee on the fifth day after mailing; and a notice so sent by any means of transmitted, electronic or recorded communication shall be deemed to have been given on the first business day after it was so sent.  The Secretary may change or cause to be changed the recorded address of any Member, director, officer, auditor or Member of a committee of the Board in accordance with any information believed by the Secretary to be reliable.

11.2 Signature of Notices. The signature of any director or officer of the Corporation on any notice or document to be given by the Corporation may be written, stamped, typewritten or printed.

11.3 Computation of Time.  In computing the date when notice must be given under any provision requiring a specified number of days’ notice of any meeting or other event, the date of giving the notice shall be excluded and the date of the meeting or other event shall be included.

11.4 Omissions and Errors.  The accidental omission to give any notice to any Member, director, officer or auditor or the non-receipt of any notice by any Member, director, officer or auditor or any error in any notice not affecting the substance thereof shall not invalidate any action taken at any meeting held pursuant to such notice.

11.5 Waiver of Notice. Any Member or Member’s duly appointed proxy, any director, officer or auditor may waive any notice required to be given and such waiver, whether given before or after the meeting or other event of which notice is required to be given, shall cure any default in giving such notice.

ARTICLE 12

CHEQUES, DRAFTS, NOTES, ETC.

12.1 Cheques, Drafts, Notes, etc. All cheques, drafts or orders for the payment of money and all notes and acceptances and bills of exchange shall be signed by such officer or officers or person or persons, whether or not officers of the Corporation, and in such manner as the Board may from time to time designate by resolution.

ARTICLE 13

AUDITOR

13.1 Auditor.  The Members shall at each annual meeting appoint an auditor to audit the accounts of the Corporation for report to the Members at the next annual meeting.  The auditor shall hold office until the next annual meeting, provided that the directors may fill any casual vacancy in the office of auditor.  The remuneration of the auditor shall be fixed by the Board.  The said auditor shall be duly licensed under the laws of Ontario and shall not be a Member of the Board or an officer or employee of the Corporation or a partner, employer or employee of any such person.

ARTICLE 14

BOOKS AND RECORDS

14.1 Records.  The directors shall see that all necessary books and records of the Corporation required by the Bylaws of the Corporation or by any applicable statute or law are regularly and properly kept.

ARTICLE 15

BY-LAW AND EFFECTIVE DATE

15.1 By-Law and Effective Date. The Board may, by resolution, make, amend or repeal any By-Law that regulate the activities or affairs of the Corporation.  Any such By-Law, amendment or repeal shall be effective from the date of the resolution of the Board until the next meeting of Members where it must be confirmed, rejected or amended by the Members by ordinary resolution.  If the By-Law, amendment or repeal is confirmed or confirmed as amended by the Members it remains effective in the form in which it was confirmed.  The By-Law, amendment or repeal ceases to have effect if it is not submitted to the Members at the next meeting of Members or if it is rejected by the Members at the meeting.

15.2 Repeal of Previous By-Laws.  Upon the enactment of this By-Law, all previous By-Laws of the Corporation shall be repealed.  Such repeal shall not affect the previous operation of any By-Law or affect the validity of any act done or right or privilege, obligation, or liability acquired or incurred under, or the validity of any contract or agreement made pursuant to, or the validity of any Letters Patent of the Corporation obtained pursuant to, any such By-Law pursuant to its repeal.  All directors, officers, and person acting under any By-Law so repealed shall continue to act as if appointed under the provisions of this By-Law and all resolutions of the Members and of the Board with continuing effect passed under any repealed By-Law shall continue as good and valid except to the extent inconsistent with this By-Law and until amended or repealed.

ENACTED by the Board this ____ day of __________________, ________.

CONFIRMED by the Members of the Corporation on this ____ day of __________________, ________.