BY LAW NUMBER 1
A by law relating generally to the conduct of the affairs of TORONTO SHELTER NETWORK (the Corporation)
In this by law and all other by laws of the Corporation, unless the context otherwise requires:
(a) Act means the Canada Not for profit Corporations Act S.C. 2009, c.23 including the Regulations made pursuant to the Act, and any statute or regulations that may be substituted, as amended from time to time;
(b) Articles means the original or restated articles of incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement or revival of the Corporation;
(c) Board means the board of directors of the Corporation;
(d) By-laws means this by law and any other by laws of the Corporation as amended and which are in force and effect;
(e) director means a member of the Board;
(f) meeting of members includes an annual meeting of members or a special meeting of members; special meeting of members includes a meeting of any class or classes of members and a special meeting of all members entitled to vote at an annual meeting of members;
(g) ordinary resolution means a resolution passed by a majority of the votes cast on that resolution;
(h) Proposal means a proposal submitted by a member of the Corporation that meets the requirements of section 163 of the Act;
(i) Regulations means the regulations made under the Act, as amended, restated or in effect from time to time;
(j) Rules and Procedures means the documents published as approved by the Board from time to time, in accordance with the By laws, governing internal matters of the Corporation pursuant to and subject to the provisions of the Act, the Articles and the By laws; and
(k) special resolution means a resolution passed by a majority of not less than two thirds (2/3) of the votes cast on that resolution.
In the interpretation of this By law, words in the singular include the plural and vice versa, words in one gender include all genders, and person includes an individual, body corporate, partnership, trust and unincorporated organization.
Other than as specified in a above, words and expressions defined in the Act have the same meanings when used in these By laws.
Where reference is made in this By law to any statute or section of a statute, such reference is deemed to extend and apply to any amendments to the statute or section of the statute or re enactment of the statute or section of the statute, as the case may be.
c. Corporate Seal
The Corporation may have a corporate seal in the form approved from time to time by the Board. If a corporate seal is approved by the Board, the secretary of the Corporation shall be the custodian of the corporate seal.
d. Execution of Documents
Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring execution by the Corporation may be signed by any two (2) of its officers or directors. In addition, the Board may from time to time direct the manner in which the person or persons by whom a particular document or type of document shall be executed. Any person authorized to sign any document may affix the corporate seal (if any) to the document. Any signing officer may certify a copy of any instrument, resolution, by law or other document of the Corporation to be a true copy thereof
e. Financial Year End
The financial year end of the Corporation shall be the last day of March in each year.
f. Banking Arrangements
The banking business of the Corporation shall be transacted at such bank, trust company credit union or other firm or corporation carrying on a banking business in Canada or elsewhere as the Board may designate, appoint or authorize from time to time by resolution. The banking business or any part of it shall be transacted by an officer or officers of the Corporation and/or other persons as the Board may be resolution from time to time designate, direct, or authorize.
g. Annual Financial Statements
The Corporation may, instead of sending copies of the annual financial statements and other documents referred to in subsection 172(1) of the Act to the members, publish a notice to its members stating that the annual financial statements and documents provided in subsection 172(1) are available at the registered office of the Corporation and any member may, on request, obtain a copy free of charge at the registered office or by prepaid mail.
h. Borrowing Powers
The directors of the Corporation may, without authorization of the members,
(a) borrow money on the credit of the Corporation;
(b) issue, reissue, sell, pledge or hypothecate debt obligations of the Corporation;
(c) give a guarantee on behalf; and
(d) mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the Corporation, owned or subsequently acquired, to secure any debt obligation of the Corporation.
The directors may, by resolution, delegate the powers referred to in Section h to a director, a committee of directors or an officer.