CALGARY COMMUNITY-NET ASSOCIATION BY-LAWS By-laws relating generally to the conduct of the business and affairs of CALGARY COMMUNITY-NET ASSOCIATION (the "Association"). INTERPRETATION 1. DEFINED TERMS 1.01 In this Bylaw and all other By-laws of the Association unless the context otherwise requires: a. "Act" means the Societies Act, RSA 1980 c. S-18 and the regulations made thereunder as amended from time to time and in the case of such amendment any reference in the By-laws shall be read as referring to the amended provision: b. "Association" means Calgary Community-Net Association (CCNA): c. "Board" means the Board of Directors of the Association from time to time: d. "By-laws" means the by-laws of the Association from time to time in force and effect: e. "Past President" means the person that is leaving the office of the President of the Association. 1.02 Unless the context otherwise requires, words implying the singular number or the masculine gender shall include the plural number or the feminine gender as the case may be and vice versa. 1.03 All terms contained in the By-laws which are defined in the Act shall have the meanings assigned by the Act. 2. HEADINGS. 2.01 The headings used in the By-laws are inserted for reference purposes only and are not to be considered or taken into account in construing the terms or provisions hereof or to be deemed in any way to clarify, modify or explain the effect of any such terms or provisions. 3. REGISTERED OFFICE. 3.01 The Association shall at all times have a registered office within Calgary. Subject to the Act, the Board may at any time: a. change the address of the registered office within Alberta: b. designate, or revoke or change a designation of, a records office within Alberta or c. designate, or revoke or change a designation of, a post office box within Alberta as the address for service by mail of the Association. 4. OBJECTIVES. 4.01 The Association was established to promote awareness of and increase the knowledge and understanding of computers, computer networks and the benefits of having access to electronic information and the ability to communicate through computer networks. 4.02 The Association is responsible to its members in accomplishing its objectives by: a. establishing and maintaining a computer system which provides free access to community information stored on that system, computer databases networked with that system and any other computer network and free access to communicate with other users of that system, computer databases networked with that system and any other computer network; b. offering Information Providers access to the Community-Net computer system in order to allow them to disseminate their electronic information to users of the Calgary Community-Net computer system; c. producing and disseminating information regarding the use of the Calgary Community-Net computer system and other computer networks; d. collaborating and participating in projects with Universities, Colleges, Technical Institutions and other organizations to develop a better understanding of and promote the use of computers, computer networks and electronic information; e. providing presentations and classes and other educational opportunities regarding the use of computers, computer networks and gaining access to electronic information. 5. MEMBERSHIP 5.01 Subject to the approval of the Board, or its appointee, any person who has filled out the membership form, paid the membership fee, if any, and has agreed to abide by these By- laws and the rules set out in the Calgary Community-Net User Agreement is a member of the Association. 5.02 Membership fees will be fixed by majority vote of the Board, which vote shall be confirmed by a vote of the members at an annual or special general meeting. 5.03 Membership in the Association shall not be transferable between individuals. 5.04 Any member wishing to withdraw from membership may do so by sending an e-mail message to the one of the Community-Net system administrators. 5.05 Any member upon a two-thirds vote of all members of the Association in good standing may be expelled from membership for any cause which the Association may deem reasonable. 5.06 Any member may be expelled, in the sole discretion of the Board, for violation of the rules set out in the Calgary Community- Net User Agreement. 5.07 Public and private organizations, institutions, and associations are eligible for corporate memberships subject to the following: a. Each corporate member shall appoint a corporate representative. The corporate representative is the member that would serve as the primary liaison with the Association and would be responsible for maintaining corporate membership information (additions, deletions, renewals), and would distribute newsletters and other information to members in the organization. (i) The corporate representative has full voting privileges, the right to attend meetings, and the right to hold office. b. The corporate fee structure is to be set by the Board from time to time. 5.08 The Secretary, or his designate, shall notify the members of the fees at any time payable by them and, if any are not paid within 10 days of the date of such notice thereof, the members in default shall thereupon automatically cease to be members of the Association. 5.09 Upon the failure of any member to pay any annual membership fee, any subscription, or indebtedness due to the association, the Board may cause the name of such member to be removed from the register of members, but such member may be readmitted to membership by the Board upon such evidence as they may consider satisfactory. 5.010 Any particular membership shall expire at the conclusion of the next membership anniversary for that particular member. MEETINGS OF MEMBERS 6. ANNUAL MEETING 6.01 The annual meeting of members of the Association shall be held at the registered office of the Association or at any other place, and in such manner, as determined by the Board. 6.02 The Association shall present to each annual meeting an annual report including a financial statement setting out the income, disbursements, assets and liabilities for the last fiscal period of the Association. 6.03 Notwithstanding any other provision of these By-laws, any meeting of members may be held by electronic mail (e-mail) on the Calgary Community-Net. 7. SPECIAL MEETINGS 7.01 The Board may at any time call a special meeting of members of the Association to be held on such day and at such time and, at such place within Calgary as the Board may determine. 7.02 MEETING ON REQUISITION OF MEMBERS. Members of the Association representing not less than ONE-THIRD (33 1/3%) of the members of the Association or a majority (50%+1) of the Board may requisition a meeting of members of the Association for the purposes stated in the requisition. a. The requisition shall state the business to be transacted at the meeting and shall be sent to each director and to the registered office of the Association. b. Upon receipt of the requisition, the Board shall call a meeting of members of the Association to transact the business stated in the requisition. (i) If the directors do not within twenty-one (21) days after receiving a requisition call a meeting, any member who signed the requisition may call the meeting. 8. NOTICE 8.01 A written notice stating the day, hour and place of meeting and, if special business is to be transacted thereat, stating: (i) the nature of that business in sufficient detail to permit a member of the Association to form a reasoned judgment on that business; and (ii) the text of any special resolution to be submitted to the meeting shall be made available to each member entitled to vote at the meeting, who on the record date for notices is registered on the records of the Association as a member in good standing, and delivered to each director of the Association not less than 7 days and not more than 30 days (exclusive of the day of enacting and of the day for which notice is given) before the date of every meeting of the members of the Association. a. A meeting of members of the Association may be held for any purpose on any day and at any time and, at any place without notice if all the members and all other persons entitled to attend such meeting are present in person or represented by proxy at the meeting (except where a member or other person attends the 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 the members and all other persons entitled to attend such meeting and not present in person nor represented by proxy thereat waive notice of the meeting. 8.02 A director of the Association is entitled to receive notice of and to attend and be heard at every meeting of members of the Association. 8.03 The Treasurer of the Association is entitled to receive notice of every meeting of members of the Association and to attend and be heard at every meeting on matters relating to his duties as chair of the audit committee. 9. WAIVER OF NOTICE 9.01 Notice of any meeting of members of the Association or the time for the giving of any such notice or any irregularity in any meeting or in the notice thereof may be waived by any member, any director of the Association in writing or by telegram, cable or telex addressed to the Association or in any other manner, and any such waiver may be validly given either before or after the meeting to which such waiver relates. a. Attendance of a member or any other person entitled to attend at a meeting of members of the Association is a waiver of notice of the meeting, except when he 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. 9.02 OMISSION OF NOTICE. The accidental omission to give notice of any meeting of members of the Association to or the non-receipt of any notice by, any person shall not invalidate any resolution passed or any proceeding taken at any such meeting. 10. RECORD DATES 10.01 The Board may fix in advance a date as the record date for the determination of members entitled to receive notice of a meeting of members, but such record date shall not precede by more than 30 days or by less than 7 days the date on which the meeting is to be held. 10.02 If no record date is fixed, the record date for the determination of members entitled to receive notice of a meeting of members shall be: a. at the close of business on the last business day preceding the day on which the notice is sent; or b. if no notice is sent, the day on which the meeting is held. 11. CHAIRMAN OF THE MEETING 11.01 In the absence of the Chairman of the Board (if any), the President and any Vice-President who is a director, the members present entitled to vote shall elect another director as chairman of the meeting and if no director is present or if all the directors present decline to take the chair then the members present shall elect one of their number to be chairman. 12. VOTES 12.01 Votes at meetings of members shall be given personally or by proxy. 12.02 Every question submitted to any meeting of members shall be decided on a show of hands except when a ballot is required by the chairman of the meeting or is demanded by a member entitled to vote at the meeting. a. A member may demand a ballot either before or on the declaration of the result of any vote by show of hands. 12.03 Notwithstanding any other provision of these By-laws, any vote required pursuant to these By-laws or the Act may be made or conducted, either in whole or in part, by electronic mail (e-mail) on the Calgary Community-Net. 12.04 At every meeting at which he is entitled to vote, every member present in person or by proxy shall have one (1) vote. 12.05 In the case of an equality of votes the chairman of the meeting shall either on a show of hands or on a ballot, have a second or casting vote in addition to the vote to which he may be entitled as a member. 12.06 At any meeting, unless a ballot is demanded by a member entitled to vote at the meeting, either before or after any vote by a show of hands, a declaration by the chairman of the meeting that a resolution has been carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact without proof of the number or proportion of votes recorded in favour of or against the resolution. 12.07 If at any meeting a ballot is demanded on the election of a chairman or on the question of adjournment or termination, the ballot shall be taken forthwith without adjournment. a. If a ballot is demanded on any other question or as to the election of directors, the ballot shall be taken in such manner and either at once or later at the meeting or after adjournment as the chairman of the meeting directs. b. The result of a ballot shall be deemed to be the resolution of the meeting at which the ballot was demanded. c. A demand for a ballot may be withdrawn. 13. RIGHT TO VOTE 13.01 Every member of the Association who is in good standing shall be entitled to one (1) vote. 14. ADJOURNMENTS 14.01 The chairman of the meeting may with the consent of the meeting adjourn any meeting of members of the Association from time to time to a fixed time and place and if the meeting is adjourned by one or more adjournments for an aggregate of less than thirty (30) days it is not necessary to give notice of the adjourned meeting other than by announcement at the time of such adjournment. a. If a meeting of members is adjourned by one or more adjournments for an aggregate of thirty (30) days or more, notice of the adjourned meeting shall be given as for an original meeting. 14.02 Any adjourned meeting shall be duly constituted if held in accordance with the terms of the adjournment and a quorum is present thereat. a. The persons who formed a quorum at the original meeting are not required to form the quorum at the adjourned meeting. b. If there is no quorum present at the adjourned meeting, the original meeting shall be deemed to have terminated forthwith after its adjournment. (i) 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. 15. QUORUM 15.01 A quorum for the transaction of business at any meeting of members shall consist of at least one third of the members in good standing or ten members whichever is the lesser. If a quorum is present at the opening of a meeting of members the members may proceed with the business of the meeting notwithstanding that a quorum is not present throughout the meeting. 15.02 If a quorum for a meeting of members of the Association is not present within thirty minutes of the time fixed for the meeting it shall stand adjourned to the same day in the next week at the same time and place and a quorum for the transaction of business at the adjourned meeting shall consist of at least one sixth of the members in good standing or 5 members whichever is the lesser. 16. RESOLUTION IN LIEU OF MEETING 16.01 A resolution in writing signed by a majority of the members enticed to vote on that resolution is as valid as if it had been passed at a meeting of the members of the Association. 16.02 The business and affairs of the Association shall be managed by the Board which may exercise all such powers and do all such acts and things as may be exercised or done by the Association and are not by the Act, the By-laws, any special resolution of the Association, or by statute expressly directed or required to be done in some other manner. 17. NUMBER 17.01 The Board shall consist of directors whose number shall be not less than ten (10) persons and not more than twenty (20) persons and shall be determined from time to time within such limits by resolution of the Board. 17.01 Amended at a Special Meeting of the Membership June 26,2010. The Board shall consist of directors whose number shall be not less than six (6) persons and not more than twenty (20) persons and shall be determined from time to time within such limits by resolution of the Board. 17.02 Each member organization is limited to a maximum of two (2) persons that can be directors of the Association. 18. VACANCIES 18.01 A quorum of directors may fill a vacancy among the directors, except a vacancy resulting from an increase in the number or minimum number of directors or from a failure to elect the minimum number of directors. 18.02 If there is not a quorum of directors, or if there has been a failure to elect the minimum number of directors, the directors then in office shall forthwith call a special meeting of members to fill the vacancy and, if they fail to call a meeting or if there are no directors then in office, the meeting may be called by any member. If the members have adopted an amendment to the articles to increase the minimum number of directors, and have not, at the meeting at which they adopted the amendment, elected an additional number of directors authorized by the amendment, the directors then in office shall forthwith call a special meeting of members to fill the vacancy. 18.03 A director appointed or elected to fill a vacancy holds office for the unexpired term of his predecessor. 19. DUTIES 19.01 Every director and officer of the Association in exercising his powers and discharging his duties shall: a. act honestly and in good faith with a view to the best interests of the Association: and b. exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. 20. QUALIFICATION 20.01 A director must at the time of his election and throughout his term of office be a member of the Association. 20.02 A director who ceases to be a member of the Association will cease to be a director of the Association without further notice or action. 21. TERM OF OFFICE 21.01 Directors will hold office for a term of one year. a. A term shall be from the date of the first Board meeting following the meeting at which he or she is elected until the Board meeting after the next election for director or until his successor is elected or appointed. b. If directors are not elected at a meeting of members, the incumbent directors continue in office until their successors are elected. 22. NOMINATIONS AND ELECTIONS. 22.01 Nominations and elections are subject to the following rules: a. Elections for the Board shall be held at a General Meeting prior to the fiscal year end. b. The Nominating Committee, if any, shall submit to the Board the names of enough candidates for election to vacant positions on the Board. (i) These names must be accompanied by the written consent of the nominee, and must be submitted not later than six (6) weeks prior to the Elections. c. The list of nominees for election together with an invitation to submit names of additional nominees, shall be mailed to the voting membership or presented at a General Meeting not later than four (4) weeks prior to the Elections. d. Additional nominations accompanied by written consent of nominees and supported in each case by the nominee's biography and signatures of two members shall be lodged with Past President no later than three (3) weeks prior to the Elections. e. The Past President shall send a list of nominees and their biographies to each voting member at least two (2) weeks prior to the elections. f. Voting shall be by secret ballot or by a method unanimously accepted by the assembly of members. (i) A Scrutineer shall be elected by the membership and shall be individuals who are not nominated for a Board position. (ii) The Scrutineer shall report the results, including all proxy votes to the Chairman of the meeting. g. The Chairman of the meeting shall announce the names of the successful candidates to the members at the Elections h. The directors at the time of the elections shall hold their position until the first Board Meeting, which must be held within 60 days following the elections. (i) Each newly elected director shall take office at this Board Meeting. i. If a meeting of members fails to elect the number or the minimum number of directors required by the By-laws by reason of the disqualification or death of any candidate, the directors elected at that meeting may exercise all the powers of the directors if the number of Directors so elected constitutes a quorum. 23. CONSENT TO ELECTION 23.01 A person who is elected or appointed a director is not a director unless he was present at the meeting when he was elected or appointed and did not refuse to act as a director or, if he was not present at the meeting when he was elected or appointed, be consented to act as a director in writing fore his election or appointment or within 10 days after it or he has acted as a director pursuant to the election or appointment. 24. REMOVAL 24.01 The members of the Association may by ordinary resolution at a special meeting called for that purpose remove any director from office before the expiration of his term of office and may, by a majority of votes cast at the meeting, elect any person in his stead for the remainder of his term. 25. VALIDITY OF ACTS 25.01 An act of a director or officer is valid notwithstanding any irregularity in his election or appointment or a defect in his qualification. MEETINGS OF THE BOARD OF DIRECTORS 26. PLACE OF MEETING 26.01 Meetings of Directors and of any committee of directors may be held at any place. A meeting of directors may be convened by the Chairman of the Board (if any). 26.02 The President or any director at any time and the Secretary shall upon direction of any of the foregoing convene a meeting of directors. 27. MEETINGS 27.01 Notice of the time and place for the holding of any meeting of Directors or any committee of directors shall be sent to each director not less than two (2) days (exclusive of the day on which the notice is sent but inclusive of the day for which notice is given) before the date of the meeting provided that the meetings of directors or of any committee 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 the absent directors have waived notice. 27.02 The notice of a meeting of directors need not specify the purpose or the business to be transacted at the meeting. 27.03 For the first meeting of directors to be held following the election of directors at an annual or special meeting of the members or for a meeting of directors at which a director is appointed to fill a vacancy in the board, no notice of such meeting need be given to the newly elected or appointed director or directors in order for the meeting to be duly constituted, provided a quorum of the directors is present. 28. WAIVER OF NOTICE 28.01 Notice of any meeting of Directors or of any committee of Directors or the time for the giving of any such notice or any irregularity in any meeting or in the notice thereof may be waived by any director in writing or by telegram, cable or telex addressed to the Association or in any other manner, and any such waiver may be validly given either before or after the meeting to which such waiver relates. 28.02 Attendance of a director at any meeting of directors or of any committee of directors is a waiver of notice of the meeting, except when a director attends a meeting for the express purpose of objecting to the transaction of any business on the ground that the meeting is not properly called. 29. OMISSION OF NOTICE. The accidental omission to give notice of any meeting of directors or of any committee of directors to or the non-receipt of any notice by any person shall not invalidate any resolution passed or any proceeding taken at such meeting. 30. ADJOURNMENTS 30.01 Any meeting of Directors or of any committee of Directors may be adjourned from time to time by the chairman of the meeting, with the consent of the meeting, to a fixed time and place. a. Notice of an adjourned meeting of directors or committee of directors is not required to be given if the time and place of the adjourned meeting is announced at the original meeting. b. Any adjourned meeting shall be duly constituted if held in accordance with the terms of the adjournment and a quorum is present thereat. c. The directors who formed a quorum at the original meeting are not required to form the quorum at the adjourned meeting. (i) If there is no quorum present at the adjourned meeting, the original meeting shall be deemed to have terminated forthwith after its adjournment. d. Any business may be brought before or dealt with at the original meeting in accordance with the notice calling the same. 30.02 A majority of the number of directors constitutes a quorum at any meeting of the Board and, notwithstanding any vacancy among the directors, a quorum of directors may exercise all the powers of the Board. 30.03 The directors shall not transact business at a meeting of directors unless a quorum is present. Questions arising at any meeting of directors shall be decided by a majority of votes. 30.04 In the case of an equality of votes, the chairman of the meeting in addition to his original vote shall have a second or deciding vote. 31. RESOLUTION IN LIEU OF MEETING 31.01 A resolution in writing, signed by all the directors entitled to vote on that resolution at a meeting of directors or committee of directors, is as valid as if it had been passed at a meeting of directors or committee of directors. 32. GENERAL 32.01 The Directors may from time to time appoint from their members a committee of directors, any one or more of their members and may delegate to such committee any of the powers of the directors except that no such committee shall have the authority to: a. submit to the members of the Association any question or matter requiring the approval of the Association; b. fill a vacancy among the directors or in the office of auditor; or c. approve any financial statements to be placed before the members of the Association. 33. AUDIT COMMITTEE 33.01 The directors shall elect annually from among their number an audit committee to be composed of not fewer than three directors, a majority of whom are not officers or employees of the Association. 33.02 Each member of the audit committee shall serve during the pleasure of the Board and, in any event, only so long as he shall be a director. a. The Board may fill vacancies in the audit committee by election from among the directors. 33.03 The audit committee shall have power to fix its quorum at not less than a majority of its members and to determine its own rules of procedure subject to any regulations imposed by the Board from time to time and to the following paragraph: a. The auditor of the Association is entitled to receive notice of every meeting of the audit committee and, at the expense of the Association, to attend and be heard thereat, and, if so requested by a member of the audit committee, shall attend every meeting of the committee held during the term of office of the auditor. b. The auditor of the Association or any member of the audit committee may call a meeting of the committee. c. The audit committee shall review the financial statements of the Association prior to approval thereof by the Board and shall have such other powers and duties as may from time to time by resolution be assigned to it by the Board. 34. REMUNERATION OF DIRECTORS, OFFICERS AND EMPLOYEES. 34.01 No person shall be entitled to any remuneration by reason of bring a director of the Association provided that the directors may, by resolution, award special remuneration to any director in undertaking any special services on the Association's behalf other than the routine work ordinarily required of a director of the Association. 34.02 The confirmation of any such resolution by the members shall not be required. 34.03 The directors, officers and employees shall also be entitled to be paid their travelling and other expenses properly incurred by them in connection with the affairs of the Association as approved by the Board. 35. SUBMISSION OF CONTRACTS OR TRANSACTIONS TO MEMBERS FOR APPROVAL. 35.01 The Board may, in its sole discretion, submit any contract, act or transaction for approval, ratification or confirmation at any annual meeting of the members or at any special meeting of the members called for the purpose of considering the same and any contract, act or transaction that shall be approved, ratified or confirmed by resolution passed by a majority of the votes cast at any such meeting (unless any different or additional requirement is imposed by the Act or by any other by-law) shall be as valid and as binding upon the Association and open all the members as though it had been approved, ratified or confirmed by every member of the Association. 36. BORROWING POWERS. 36.01 For the purposes set out its objectives, the Association may borrow or raise or secure the payment of money in such manner as it thinks fit, and in particular by the issue of debentures, but this power shall be exercised only under the authority of the Association, and in no case without the sanction of a special resolution of the Association. 37. CONFLICT OF INTEREST. 37.01 A director or officer of the Association who is a party to a material contact or proposed material contract with the Association, or is a director or an officer of or has a material interest in any person who is a party to a material contract or proposed material contract with the Association shall disclose fully the nature and extent of has interest. a. No such director of the Association shall vote on any resolution to approve such contract. b. If a material contract is made between the Association and one or more of its directors or officers or between the Association and another person of which a director or officer of the Association is a director or officer or in which he has a material interest: (i) the contract is neither void nor voidable by reason only of that relationship, or by reason only that a director with an interest in the contract is present at or is counted to determine the presence of a quorum at a meeting of directors or committee of directors that authorized the contract; and (ii) a director or officer of the Association to whom a profit accrues as a result of the making of the contract is not liable to account to the Association for that profit by reason only of holding office as a director or officer, if the director or officer disclosed his interest in accordance herewith and the contract was approved by the Board or the members and it was reasonable and favourable to the Association at the time it was approved. 38. GENERAL 38.01 No director or officer of the Association shall be liable for the acts, receipts, neglects or defaults of any other director or officer or employee or for joining in any receipt or act for conformity or for any loss, damage or expense happening to the Association through the insufficiency or deficiency of title to any property acquired by the Association or for or on behalf of the Association or for the insufficiency or deficiency of any security belonging to the Association or for any loss or damage arising from the bankruptcy, insolvency or tortuous act of any person, firm or corporation including any person, firm or corporation with whom or which any monies, securities or effects shall be lodged or deposited or for any loss, conversion, misapplication or misappropriation of or any damage resulting from any dealings with any monies, securities or other assets belonging to the Association or for any other loss, damage or mistake whatever which may happen in the execution of the duties of his respective office of trust or in relation thereto, unless the same shall happen by or through his failure to exercise the powers and to discharge the duties of his office honestly, in good faith with a view to the best interests of the Association, and in connection therewith to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances, provided that nothing herein contained shall relieve a director or officer from the duty to act in accordance with the Act or relieve him from liability under the Act. a. The directors of the Association shall not be under any duty or responsibility in respect of any contract, act or transaction whether or not made, done or entered into in the name or on behalf of the Association, except such as shall have been submitted to and authorized or approved by the Board. b. If any director or officer of the Association shall be employed by or shall perform services for the Association otherwise than as a director or officer or shall be a member of a firm or a member, director, officer or employee of a body corporate which is employed by or performs services for the Association the fact of his being a member, director or officer of the Association or body corporate or member of the firm shall not disentitle such director or officer or such firm or body corporate, as the case may be, from receiving proper remuneration for such services. 39. INDEMNITY TO DIRECTORS AND OFFICERS 39.01 Except in respect of an action by or on behalf of the Association to procure a judgment in its favour, the Association shall indemnify a director or officer of the Association, a former director or officer of the Association or a person who acts or acted at the Association's request as a director or officer of a body corporate of which the Association is or was a member or creditor, and his heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by him in respect of any civil or criminal or administrative action or proceeding to which he is made a party by reason of being or having been a director or officer of the Association or body corporate, if: a. he acted honestly and in good faith with a view to the best interests of the Association: and b. in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he had reasonable grounds for believing that his conduct was lawful. OFFICERS OF THE ASSOCIATION 40. APPOINTMENT 40.01 The directors annually or as often as may be required may appoint from among themselves a Chairman of the Board and shall appoint a President and a Secretary and if deemed advisable may appoint one or more Vice-Presidents, a Treasurer and one or more Assistant Secretaries or one or more Assistant Treasurers. a. Two or more offices of the Association may be held by the same person. (i) In case and whenever the same person holds the offices of Secretary and Treasurer he may but need not be known as the Secretary-Treasurer. 40.02 The Board may from time to time appoint such other officers, employees and agents as deemed necessary who shall have such authority and shall perform such functions and duties as may from time to time be prescribed by resolution of the Board. a. The Board may from time to time and subject to the provisions of the Act vary, add to or limit the duties and powers of any officer. 41. REMOVAL OF OFFICERS AND VACATION OF OFFICES 41.01 All officers employees and agents, in the absence of express written agreement to the contrary, shall be subject to removal by resolution of the Board at any time. 41.02 An officer of the Association ceases to hold office when he dies, resigns or is removed from office. a. A resignation of an officer becomes effective at the time a written resignation is sent to the Association, or at the time specified in the resignation, whichever is later. 42. VACANCIES. 42.01 If the office of President, Vice-President, Secretary, Assistant Secretary, Treasurer, Assistant Treasurer, or any other office seated by the Board shall be or become vacant by reason of death, resignation or in any other event whatsoever, the Board shall, in the case of the President or Secretary, and may, in the case of any other officers, appoint an individual to fill such vacancy. 43. OFFICERS 43.01 CHAIRMAN OF THE BOARD. The Chairman of the Board (if any) shall, if present, preside as chairman at all meetings of the board and of members. a. He shall sign such contracts, documents or instruments in writing as require his signature and shall have such other powers and shall perform such other duties as may from time to time be assigned to him by resolution of the Board. 43.02 PRESIDENT. The President shall be the chief executive officer of the Association (except as may otherwise be specified by the Board) and shall, subject to the direction of the Board, exercise general suspension and control over the business and affairs of the Association. a. In the absence of the Chairman of the Board (if any), and if the President is also a director of the Association, the President shall, when present, preside as chairman at all meetings of the Board and members. b. He shall sign such contracts, documents or instruments in writing as require his signature and shall have such other powers and shall perform such other duties as may from time to time be assigned to him by resolution of the Board or as are incident to his office. 43.03 VICE-PRESIDENTS. The Vice-President or, if more than one, the Vice-Presidents, in order of seniority, shall be vested with all the powers and shall perform all the duties of the President in the absence or inability or refusal to act of the President, provided, however, that a Vice-President who is not a director shall not preside as chair at any meeting of directors or members. a. The Vice-President or, if more than one, the Vice-Presidents shall sign such contracts, documents or instruments in writing as require his or their signatures and shall also have such other powers and shall perform such other duties as may from time to time be assigned to him or them by resolution of the Board. 43.04 SECRETARY. The duties of the office of Secretary shall include the following: a. subject to the provisions of the Act, maintain the records referred to therein; b. to attend all meetings of directors, any committee of directors or members, and to keep accurate minutes of the same. c. to sign such contracts, documents or instruments in writing as required and shall have such other powers and shall perform such other duties as may from time to time be assigned to him by resolution of the Board or as are incident to his office; d. to have charge of the Seal of the Association which seal whenever used shall be authenticated by the signature of the Secretary; e. to have charge of all the correspondence of the Association under the direction of the Board; f. to maintain a record of all the members of the Association and their addresses, send all notices of the various meetings as required, and shall collect and receive the annual dues or assessments levied by the Association, such monies to be promptly paid over to the Treasurer for deposit in a Bank, Trust Company, Credit Union or Treasury Branch as hereinafter required. 43.05 TREASURER. Subject to the provisions of any resolution of the Board, the Treasurer shall have the care and custody of all the funds and securities of the Association and shall deposit the same in the name of the Association in such bank or banks or with such other depository or depositories as the directors may by resolution direct. a. He shall prepare and maintain adequate accounting records. b. He shall sign such contracts, documents or instruments in writing as require his signature and shall have such other powers and shall perform such other duties as may from time to time be assigned to him by resolution of the Board or as are incident to his office. c. He may be required to give such bond for the faithful performance of his duties as the directors in their uncontrolled discretion may require and no director shall be liable for failure to require any such bond or for the insufficiency of any such bond or for any loss by reason of the failure of the Association to receive any indemnity thereby provided. 43.06 ASSISTANT SECRETARY AND ASSISTANT TREASURER. The Assistant Secretly or, if more than one, the Assistant Secretaries in order of seniority, and the Assistant Treasurer or, if more than one, the Assistant Treasurers in order of seniority, shall be vested with all the powers and shall perform all the duties of the Secretary and Treasurer, respectively, in the absence or inability or refusal to act of the Secretary or Treasurer as the case may be. a. The Assistant Secretary or, if more than one, the Assistant Secretaries and the Assistant Treasurer or, if more than one, the Assistant Treasurers shall sign such contracts, documents or instruments in writing as require his or their signatures respectively and shall have such other powers and shall perform such other duties as may from time to time be assigned to him or them by resolution of the Board. 44. DUTIES OF OFFICERS MAY BE DELEGATED. 44.01 In case of the absence or inability or refusal to act of any officer of the Association or for any other reason that the Board may deem sufficient, the Board may delegate all or any of the powers of such officer to any other officer or to any director for the time being. 45. FISCAL YEAR. 45.01 The fiscal year of the Association shall commence on the first day of the month of January of any year. 46. USE OF FUNDS. 46.01 The Board may use funds of the Association in any way which will further the objectives of the Association, but not to remunerate members, directors or officers of the Association for personal services. 46.02 For the purpose of carrying out the objectives of the Association, the Board may borrow or raise or secure the payment of money in such manner as it thinks fit, and in particular by the issue of debentures, mortgages, pledges, corporate sponsors, or charge upon the property of the Association, provided that any proposals to do so be sanctioned by an Extraordinary Resolution of the Association prior to their consummation. 47. EXTERNAL AUDITOR. 47.01 The financial statements of the Association shall be audited by a recognized firm of Chartered Accountants who shall be appointed from time to time by the Board at such remuneration as may be fixed by the Board. 47.01 Amended at a Special Meeting of the Membership June 11,2002. The financial statements of the Association shall be prepared by a recognized accountant (CA, CMA, CGA) who shall be appointed from time to time by the Board at such remuneration as may be fixed by the Board. 47.02 All books, accounts and records of the Association shall be audited at least once every year under the direction of the Audit Committee. 47.02 Ammended at a Special Meeting of the Membership June 11,2002. All books, accounts and records of the Association shall be reviewed at least once every year under the direction of the Board. 48. CHEQUES, DRAFTS, NOTES, ETC. 48.01 All cheques, drafts or orders for the payment of money and all notes, acceptances and bills of exchange shall be signed by such officer or officers or other person or persons, whether or not officers of the Association, and in such manner as the Board may from time to time designate by resolution. 49. EXECUTION OF CONTRACTS, DEEDS AND DOCUMENTS 49.01 Contracts, documents or instruments in writing requiring execution by the Association must be signed by two officers of the Association and all contracts, documents or instruments so executed shall be binding upon the Association. a. The Board is authorized from time to time to appoint any officer or officers or any other person or persons on behalf of the Association either to sign contracts, documents or instruments in writing generally or to sign specific contracts, documents or instruments in writing. b. The term "contracts, documents or instruments in writing" as used in this by-law shall include deeds, mortgages, hypothecs, charges, conveyances, transfers and assignments of property, real or personal, immovable or movable, agreements, releases, receipts and discharges for the payment of money or other obligations, conveyances, transfers and assignments of securities and all paper writings. 49.02 In particular, without limiting the generally of the foregoing, the Board will appoint a representative that alone is authorized to sell, assign, transfer, exchange, convert or convey all securities owned by or registered in the name of the Association and to sign and execute (under the seal of the Association or otherwise) all assignments, transfers, conveyances, powers of attorney and other instruments that may be necessary for the purpose of selling, assigning, transferring, exchanging, converting or conveying any such securities. 49.03 The signature or signatures of any officer or director of the Association or of any other officer or officers, person or persons appointed as aforesaid by resolution of the Board may, if specifically authorized by resolution of the Board, be printed, engraved, lithographed or otherwise mechanically reproduced upon all contracts, documents or instruments in writing or bonds, debentures or other securities of the Association executed or issued by or on behalf of the Association and all contacts, documents or instruments in writing or securities of the Association on which the signature or signatures of any of the foregoing officers, directors or persons shall be so reproduced, by authorization by resolution of the Board, shall be deemed to have been manually signed by such officers, directors or persons whose signature or signatures is or are so reproduced and shall be as valid as if they had been signed manually and notwithstanding that the officers, directors or persons whose signature or signatures is or are so reproduced may have ceased to hold office at the date of the delivery or issue of such contracts, documents or instruments in writing or securities of the Association. 50. AMENDMENT OF BY-LAWS. 50.01 No amendment, modification, change or addition to the By-laws shall be made except by a special resolution of the members of the Association at a meeting of the members of the Association called for that purpose. 51. ARBITRATION OF DISPUTES. 51.01 A dispute arising out of the affairs of the Association and between any members of the Association or between a. a member or a person who is aggrieved and who has for not more than 6 months ceased to be a member, or b. a person claiming through the member or aggrieved person or claiming under the by-laws of the Association, and the Association or a director or officer of the Association shall be decided by binding arbitration, which shall be under the Arbitration Act. 52. DISTRIBUTION OF PROPERTY. 52.01 Upon the dissolution of the Association and after the payment of all debts and liabilities, the remaining property of the Association shall be distributed or disposed of to charitable organizations or to organizations the objects of which are beneficial to the community as decided by the existing members, in good standing, of the Association. 53. NOTICES 53.01 Any notice or document required by the Act or the by-laws to be sent to any member or director of the Association may be delivered personally to or sent by mail addressed to: a. the member at his latest address as shown in the records of the Association and b. the director at his latest address as shown in the records of the Association. 53.02 Notwithstanding any other provision of these By-laws, any notice required to be mailed, sent, faxed or otherwise transmitted or delivered to a member or director, pursuant to these By-laws or the Act may be sent by electronic mail (e-mail) on the Calgary Community-Net to the electronic address of the member or director as maintained in the records of the Association. 53.03 With respect to every notice or document sent by mail it shall be sufficient to prove that the envelope or wrapper containing the notice or document was properly addressed and put into a post office or into a post office letter box. 53.04 If the Association sends a notice or document to a member and the notice or document is returned on three consecutive occasions because the member cannot be found, the Association is not required to send any further notices or documents to the member until he informs the Association it, writing of his new address. 53.05 The signature of any director or officer of the Association to any notice must be written. 53.06 COMPUTATION OF TIME. The day the notice is sent shall, unless it is otherwise provided, be counted in such number of days or other period and such notice shall be deemed to have been sent on the day of personal delivery or mailing. 53.07 PROOF OF SERVICE. A certificate of any officer of the Association in office at the time of the signing of the certificate or of an statement of the Association as to facts in relation to the sending of any notice or document to any member, director, officer or auditor or publication of any notice or document shall be conclusive evidence thereof and shall be binding on every member, director, officer or auditor of the Association, as the case may be. 54. EXTRAORDINARY RESOLUTIONS. An extraordinary resolution these stipulations: a. Extraordinary Resolution means a resolution that must be passed by a majority of not less than three-fourths of such members entitled to vote who are present in person at a meeting during which such a resolution is to be considered. b. Extraordinary Resolutions must be sponsored by at least five members in good standing and submitted in writing to the Board. The Board shall authorize the Secretary to submit the Resolution in writing to the membership at least fourteen days prior to a General Meeting in which the Resolution is to be considered. 55. SEAL. The seal of the Association shall be such that the Board may from time to time adopt. Passed by the directors of the Association at this Board meeting this 10th day of August, 1994.