7.1 Notice of Meetings – Notice of the time and place of a Meeting of members shall be given to each member entitled to vote at the meeting by the following means:
(a) by mail, courier or personal delivery to each member entitled to vote at the meeting, during a period of 21 to 60 days before the day on which the meeting is to be held; or
(b) by telephonic, electronic or other communication facility to reach member entitled to vote at the meeting, during a period of 21 to 35 days before the day on which the meeting is to be held.
7.2 Place of Meetings – Subject to compliance with Section 159 (Place of Members’ Meetings) of the Act, meetings of the members may be held at any place within Canada determined by the Board or, if all of the members entitled to vote at such meeting so agree, outside Canada.
7.3 Special Business – All business transacted at a Special Meeting of members and all business transacted at an annual meeting of members, except consideration of the financial statements, public accountant’s report, election of directors and re-appointment of the incumbent public accountant, is Special business.
7.4 Persons Entitled to be Present – The only persons entitled to be present at a meeting of members shall be those entitled to vote at the meeting, the directors and the public accountant of the Corporation and such other persons who are entitled or required under any provision of the Act, Articles or By-laws of the Corporation to be present at the meeting. Any other person may be admitted only on the invitation of the chairman of the meeting or by resolution of the members.
7.5 Chairman of Meeting – If the chairman of the Board and the vice-chairman of the Board are absent, the members who are present and entitled to vote at the meeting shall choose one of their members to chair the meeting.
(a) A quorum at any meeting of the members (unless a greater number of members are required to be present by the Act) shall be a majority of the members entitled to vote at the meeting. If a quorum is present at the opening of a meeting of members, the members present may proceed with the business of the meeting even if a quorum is not present throughout the meeting.
(b) If a quorum is not present at the opening of a meeting of members, the members present may adjourn the meeting to a fixed time and place but may not transact any other business.
(c) The quorum at an adjourned meeting of members shall be the presence of those members entitled to vote who are present at the meeting.
7.7 Votes to Govern – At any meeting of the members every question shall, unless otherwise provided by the Articles or By-laws or by the Act, be determined by a majority of the votes cast on the questions. In case of an equality of votes either on a show of hands or on a ballot or on the results of electronic voting, the chairman of the meeting in addition to an original vote shall not have a second or casting vote. After a show of hands has been taken upon any question, the chairman may require or any member or proxyholder present and entitled to vote may demand a ballot thereon. Whenever a vote by show of hands shall have been taken upon a question, unless a ballot thereon be so required or demanded, a declaration by the chairman that the vote upon the question has been carried or carried by a particular majority or not carried and an entry to that effect in the minutes of the meeting shall be prima facie evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the question. The result of the vote so taken and declared shall be the decision of the Corporation on the question. A demand for a ballot may be withdrawn at any time prior to the taking of the ballot.
7.8 Participation by Electronic Means – If the Corporation chooses to make available a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during a meeting of members, any person entitled to attend such meeting may participate in the meeting by means of such telephonic, electronic or other communication facility in the manner provided by the Act. A person participating in a meeting by such means is deemed to be present at the meeting. Notwithstanding any other provision of this By-law, any person participating in a meeting of members pursuant to this section who is entitled to vote at that meeting may vote, in accordance with the Act, by means of any telephonic, electronic or other communication facility that the Corporation has made available for that purpose.
7.9 Meeting Held Entirely by Electronic Means – If the directors or members of the Corporation call a meeting of members pursuant to the Act, those directors or members, as the case may be, may determine that the meeting shall be held, in accordance with the Act and the Regulations, entirely by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting.
7.10 Absentee Voting at Members’ Meetings – Pursuant to Subsection 171(1) (Absentee Voting) of the Act, a member entitled to vote at a meeting of members may vote by mailed-in ballot or by means of a telephonic, electronic or other communication facility if the Corporation has a system that:
(a) enables the votes to be gathered in a manner that permits their subsequent verification, and
(b) permits the tallied votes to be presented to the Corporation without it being possible for the Corporation to identify how each member voted.
7.11 Voting by Proxy – Pursuant to Subsection 171(1) of the Act, a member entitled to vote at a meeting of members may vote by proxy 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 in the manner and to the extent authorized by the proxy and with the authority conferred by it subject to the following:
(a) a proxy is valid only at the meeting in respect of which it is given or at a continuation of the meeting after an adjournment;
(b) a member may revoke a proxy by depositing an instrument in writing executed by the member in accordance with the Act;
(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, to demand a ballot at the meeting and, except where a proxy holder or alternate proxyholder has conflicting instructions from more than one member, to vote at the meeting by way of a show of hands;
(d) a proxy shall be in writing and shall be executed by the member or such member’s attorney;
(e) any form of proxy which is created by a person other than the member by or for whom it is executed shall conform to the requirements set out in the Regulations; and
(f) votes by proxy shall be collected, counted and reported in such manner as the chairman of the meeting directs
7.12 Resolution in Lieu of Meeting – A resolution signed by all the members entitled to vote on that resolution at a meeting of the members is as valid as if it had been passed at a meeting of the members.
7.13 Decision Making by Consensus – Unless otherwise required by the Act or the Articles, questions arising at any meeting of members shall be decided by consensus of the members present. Consensus will be considered to have been reached when no member objects to the question before the meeting or requires that a vote be taken. A decision by consensus shall be recorded as unanimous. If the person chairing the meeting determines that the sense of the meeting is that consensus will not be reached, then the question shall be decided by a vote of the members.
7.14 Procedure – The chairman of a meeting of members will conduct the meeting and, subject to the following sentence, determine the procedure to be followed at the meeting. Procedure at all meetings of members shall be determined by the latest edition of Nathans Company Meetings (currently 10th edition), unless otherwise provided for in the By-law or any rule or regulation made under it.