8.1 Annual Meetings. Subject to the Act, the Board shall call an annual Meeting of Members (a) not later than 18 months after the Corporation comes into existence, and (b) subsequently, not later than 15 months after holding the last preceding annual Meeting of Members but no later than six months after the end of the Corporation’s preceding financial year. The annual Meeting of Members shall be held for the purpose of considering the financial statements and reports required by the Act to be placed before the annual Meeting of Members, electing directors, appointing a public accountant and for the transaction of such other business as may properly be brought before the Meeting of Members.
8.2 Special Meetings. The Board shall have power to call a Special Meeting of Members at any time.
8.3 Place of Meetings. Meetings of Members shall be held at the registered office of the Corporation or elsewhere in Canada if the Board shall so determine. A Meeting of Members may be held at a place outside Canada if the place is specified in the Articles or all the members entitled to vote at the Meeting of Members agree that the Meeting of Members is to be held at such place. A member who attends a Meeting of Members held outside Canada is deemed to have agreed to it being held outside Canada except when the member attends the Meeting of Members for the express purpose of objecting to the transaction of any business on the grounds that the Meeting of Members is not lawfully held.
8.4 Participation in Meeting by Electronic Means. Any person entitled to attend a Meeting of Members may participate and vote in the Meeting of Members, in accordance with the Act, by means of a telephonic, electronic or other communication facility, if the Corporation makes available such a communication facility, which facility permits all participants to communicate adequately with each other during the Meeting of Members, 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 votes. A person participating in a Meeting of Members by such means is deemed for the purposes of the Act to be present at the Meeting of Members.
8.5 Meeting Held by Electronic Means. If the directors or the members of a Corporation call a Meeting of Members pursuant to the Act, those directors or members, as the case may be, may determine that the Meeting of Members shall be held, in accordance with the Act, entirely by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the Meeting of Members.
8.6 Notice of Meetings. Notice in writing of the time and place of each Meeting of Members shall be given in the manner provided in Section Nine not less than 21 days before the date of the Meeting of Members to each director, to the public accountant, and to each member who at the close of business on the day immediately preceding the day on which notice is given is entered in the register of members of the Corporation. Notice of a Meeting of Members called for any purpose other than consideration of the financial statements and public accountant’s report and Board’s report, election of directors and reappointment of the incumbent public accountant shall state the general nature of the business to be transacted at it in sufficient detail to permit the members to form a reasoned judgment thereon and shall state the text of any special resolution to be submitted to the Meeting of Members. Notice of a Meeting of Members adjourned for less than 31 days is not required if the time and place of the adjourned Meeting of Members is announced at the original Meeting of Members.
8.7 Meetings without Notice. A Meeting of Members may be held without notice at any time and place permitted by the Act (a) if all the members entitled to vote thereat are present in person or duly represented or if those not present or represented waive notice of or otherwise consent to such Meeting of Members being held, and (b) if the public accountant and the directors are present and waive notice of or otherwise consent to such Meeting of Members being held. At such a Meeting of Members any business may be transacted which the Corporation may transact at a Meeting of Members. If the Meeting of Members is held at a place outside Canada, members not present or duly represented, but who have waived notice of or otherwise consented to such Meeting of Members, shall also be deemed to have consented to the Meeting of Members being held at such place.
8.8 Chair, Secretary and Scrutineers. The chair of any Meeting of Members shall be the first mentioned of such of the following officers as have been appointed and who is present at the Meeting of Members: chair of the Board, president, or a vice-president who is a member or represents a member. If no such officer is present within 15 minutes from the time fixed for holding the Meeting of Members, the persons present and entitled to vote shall choose one of their number to be chair. If the secretary of the Corporation is absent, the chair shall appoint some person, who need not be a member, to act as secretary of the Meeting of Members. If desired, one or more scrutineers, who need not be members, may be appointed by a resolution or by the chair with the consent of the Meeting of Members.
8.9 Persons Entitled to be Present. The only persons entitled to be present at a Meeting of Members shall be those entitled to vote at such Meeting of Members, the directors, the public accountant of the Corporation and others who, although not entitled to vote, are entitled or required under any provision of the Act or the Articles or By-laws to be present at the Meeting of Members. Any other person may be admitted only on the invitation of the chair of the Meeting of Members or with consent of the Meeting of Members.
8.10 Quorum. The quorum for the transaction of business at any Meeting of Members shall be two persons present in person, each being a member entitled to vote at Meeting of Members or a duly appointed proxyholder or representative for a member so entitled. If a quorum is present at the opening of any Meeting of Members, the members present may proceed with the business of the Meeting of Members notwithstanding that a quorum is not present throughout the Meeting of Members. If a quorum is not present at the opening of any Meeting of Members, the members present may adjourn the Meeting of Members to a fixed time and place but may not transact any other business.
8.11 Right to Vote. Subject to the Act and the Articles, at any Meeting of Members every person shall be entitled to vote who is at the time of the Meeting of Members entered in the books of the Corporation as a member.
8.12 Proxies. Subject to the right of non-individual members to be represented at a Meeting of Members, as set out in Section 7.3, at any Meeting of Members, members not in attendance may vote by appointing in writing a proxyholder, and one or more alternate proxyholders, who are not required to be members, to attend and act at the Meeting of Members in the manner and to the extent authorized by the proxy and with the authority conferred by it subject to the following requirements:
(a) a proxy is valid only at the Meeting of Members in respect of which it is given or at a continuation of such Meeting of Members after an adjournment;
(b) a member may revoke a proxy by depositing an instrument or act in writing executed or, in Quebec, signed by the member or by their agent or mandatary:
(i) at the registered office of the Corporation no later than the last business day preceding the day of the Meeting of Members at which the proxy is to be used, or the day of the continuation of such Meeting of Members after an adjournment of such Meeting of Members; or
(ii) with the chair of the Meeting of Members on the day of the Meeting of Members or the day of the continuation of such Meeting of Members after an adjournment of such Meeting of Members; and
(c) a proxyholder or an alternate proxyholder has the same rights as the member by whom they were appointed, including the right to speak at a Meeting of Members in respect of any matter, to vote by way of ballot at the Meeting of Members, to demand a ballot at the Meeting of Members and, except where a proxyholder or an alternate proxyholder has conflicting instructions from more than one member, to vote at the Meeting of Members by way of a show of hands.
8.13 Votes to Govern. Unless the Act, the Articles or any By-law otherwise provide, at any Meeting of Members every question shall be determined by the majority of the votes duly cast on the question.
8.14 Show of Hands. Any question at a Meeting of Members shall be decided by a show of hands unless, after a show of hands, a ballot on such question is required or demanded as provided in Section 8.15. Upon a show of hands every person who is present and entitled to vote shall have one vote. Whenever a vote by show of hands shall have been taken upon a question, unless a ballot on such question is so required or demanded, a declaration by the chair of the Meeting of Members that the vote upon the question has been carried, carried by a particular majority or not carried and an entry to that effect in the minutes of the Meeting of Members shall be prima facie evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against any resolution or other proceeding in respect of such question, and the result of the vote so taken shall be the decision of the members upon such question.
8.15 Ballots. On any question proposed for consideration at a Meeting of Members, and whether or not a show of hands has been taken on such question, the chair may require, or any member who is present and are entitled to vote may demand, a ballot on such question. A ballot so required or demanded shall be taken in such manner as the chair shall direct. A demand for a ballot may be withdrawn at any time prior to the taking of the ballot. Upon a ballot each member present in person or represented by proxy and entitled to vote shall have one vote and the result of the ballot shall be the decision of the members upon such question.
8.16 Casting Vote. In case of an equality of votes at any Meeting of Members either upon a show of hands or upon a ballot, the chair of the Meeting of Members shall not be entitled to an additional or casting vote.
8.17 Adjournment. The chair at a Meeting of Members may, with the consent of the Meeting of Members and subject to such conditions as the Meeting of Members may decide, adjourn the Meeting of Members from time to time and from place to place.
8.18 Action in Writing by Members. 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, unless a written statement with respect to the subject matter of the resolution is submitted by a director or the public accountant in accordance with the Act.
