BYLAWS OF THE CANADIAN INSTITUTE FOR THE RELIEF OF PAIN AND DISABILITY / INSTITUT CANADIEN POUR LE SOULAGEMENT DE LA DOULER ET DE L’INCAPCITÉ
Consolidated – Since last submitted Resolution dated November 27, 2001 received Ministerial Approval on December 3rd 2001. [Note: Constitution Supplementary Letters Patent regarding name change. Resolution sent April 7, 2003 received Ministerial Approval as of April 14, 2003].
Supplementary Letters of Patent – The Minister of Industry by virtue of the powers vested in him by Canada Corporations Act, does hereby change the name of the corporation P. Physical M. Medicine R. Research F. Foundation to Canadian Institute for the Relief of Pain And Disability / Institut canadien pour le soulagement de la douler et de l’incapcité as provided in the resolution of the said Corporation… File Number 197216-2
1. Interpretation. In this by-law and all other by-laws of the Corporation, unless the context otherwise specifies or requires:
(a) "Act" means the Canada Corporations Act, Part II as from time to time amended and every statute that may be substituted therefor and, in the case of such substitution, any references in the by-laws of the Corporation to the provisions of the Act shall be read as references to the substituted provisions therefor in the new statute or statutes;
(b) "Regulations" means the Regulations made under the Act as from time to time amended and every statute that may be substituted therefor and, in the case of such substitution, any references in the by-laws of the Corporation to the provisions of the Regulations shall be read as references to the substituted provisions therefor in the new regulations;
(c) "by-law" means any by-law of the Corporation from time to time in force and in effect;
(d) "Board" means the Board of Directors of the Corporation unless otherwise specified.
(e) "Regional Boards" are advisory committees to the Board.
(f) all terms which are contained in the by-laws of the Corporation and which are defined in the Act or such Regulations made thereunder shall have the meanings given to such terms in the Act or such Regulations; and
(g) 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 and provisions thereof or to be deemed in any way to clarify, modify, or explain the effect of any such terms or provisions.
(h) In these by-laws and in all other by-laws of the Corporation hereafter passed unless the context otherwise requires, words importing the singular number or the masculine gender shall include the plural number or the feminine gender, as the case may be, and vice versa, and references to persons shall include firms and corporations except when referring to voting membership.
2. The Head Office of the Corporation shall be in the City of Vancouver, British Columbia.
3. The seal, an impression whereof is stamped in the margin hereof, shall be the seal of the Canadian Institute for the Relief of Pain and Disability.
BOARD OF DIRECTORS
4. Duties and number. The property and business of the Corporation shall be managed by a Board of not less then 3 and not more than 25 members of whom a quorum shall be 3 or 25% whichever is greater. The Board may on literature of the Corporation be designated as Governors, Directors, or Trustees.
5. (a) The majority of directors shall be non-healthcare professionals.
(b) At no time can more than 3 members of the same licensed health care specialty or non-health care profession be represented on the board. [Resolution February 21, 2001, Ministry approval March 2, 2001]
6. Successors to the first Directors shall be elected by the members at an annual meeting of the members or at a general meeting of members convened for that purpose.
7. Term of Office. The term of office shall be one year or until the day on which the next annual general meeting is held.
8. The office of Director shall be automatically vacated:
(a) if a Director resigns his office by delivering a written resignation to the Secretary of the Corporation;
(b) if a Director is found to be a lunatic or become of unsound mind;
(c) if a Director becomes bankrupt or suspends payment or compounds with his creditors;
(d) if at a special general meeting of members a resolution is passed by 75% of the members present at the meeting that the Director be removed from office;
(e) on death;
provided that if any vacancy shall occur for any reason in this paragraph contained, the Board by majority vote, may, by appointment, fill the vacancy with a member of the Corporation.
MEETINGS OF THE DIRECTORS
9. Meetings of the Board may be held:
(a) at any time and place to be determined by the Directors provided that seven (7) clear days notice of such meeting shall be sent in writing to each Director, provided there shall be at least one (1) meeting per year of the Board. No error or omission in giving notice of any meeting of the Board or any adjourned meeting of the Board of the Corporation shall invalidate such meeting or make void any proceedings taken thereat and any Director may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat.
(b) if all Directors of the Corporation present or participating in the meeting consent, a meeting of Directors may be held by means of such telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and a Director participating in such meeting by such means is deemed for the purpose of the Act to be present at that meeting.
(c) not withstanding any of the provisions of this by-law, but subject to the Act, a resolution in writing, signed by all of the Directors entitled to vote on that resolution at a meeting of the Directors, is as valid as if it had been passed at a meeting of the Directors.
10. Directors and Executive committee members, as such, shall not receive any stated remuneration for their services. [Resolution February 21, 2001, Ministry approval March 2, 2001]
11. A retiring Director shall remain in office until the dissolution or adjournment of the meeting at which the Director's retirement is accepted and his successor is elected. A Director shall hold office until the next annual meeting of members following his election or appointment.
12. 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.
INDEMNITIES TO DIRECTORS AND OTHERS
13. The Corporation shall indemnify a Director or Officer, a former Director or Officer or a person who acts or acted at the Corporation's request as a Director or Officer of a body corporate of which the Corporation 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 judgement, reasonably incurred by him in respect to any civil, criminal or administrative action or proceeding to which he has been made party by reason of being or having been a Director or Officer of the Corporation or such body corporate if (a) he acted honestly and in good faith with a view to the best interests to the Corporation; and (b) in the case of criminal or administrative action or proceeding that is enforced by a monetary penalty, he had reasonable grounds for believing that his conduct was lawful. The Corporation shall also indemnify any such person in such other circumstances as the Act or law permits or requires. Nothing in this by-law shall limit the right of any person entitled to indemnity to claim indemnity apart from the provisions of the by-law to the extent permitted by the Act or law.
14. The Board may by resolution establish an Executive Committee to be composed of a minimum of three (3) and a maximum of five (5) members of the Board, as the Board may from time to time appoint and with such powers as the Board may from time to time by resolution determine. The appointment of any member to the Executive Committee may be terminated at any time by resolution approved by the majority of Directors.
15. Meetings of the Executive committee may be held at any time and place to be determined by the members of such committee provided that forty-eight (48) hours notice of such meeting shall be sent in writing to each member of such committee. No error or omission in giving notice of any meeting of the Executive committee or any adjourned meeting of the Executive committee of the Corporation shall invalidate such meeting or make void any proceedings taken thereat and any member of such committee may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat.
POWERS OF DIRECTORS
16. The Directors of the Corporation may administer 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, save as hereinafter provided, 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.
17. The Directors 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. The Directors shall have the power to make expenditures for the purpose of furthering the objects of the Corporation. The Directors shall have the power to enter into a trust arrangement with a trust company for the purpose of creating a trust fund of which the capital and interest may be made available for the benefit of promoting the interest of CANADIAN INSTITUTE FOR THE RELIEF OF PAIN AND DISABILITY in accordance with such terms as the Board may prescribe.
18. The Board shall take such steps as they may deem requisite to enable the Corporation to acquire, accept, solicit, or receive legacies, gifts, grants, settlements, bequests, endowments and donations of any kind whatsoever for the purpose of furthering the objects of the Corporation.
19. Appointment. The Board may annually or oftener as may be required appoint a Chairman of the Board, a Vice Chairman of the Board, a President, an Executive Director, one or more Vice Presidents, a Secretary, a Treasurer, one or more Assistant Secretaries, and one or more Assistant Treasurers. Notwithstanding the foregoing, each incumbent Officer shall continue in office until the earliest of (a) his resignation, which resignation shall be effective at the time a written resignation is received by the Corporation or at the time specified in the resignation, whichever is later, (b) the appointment of his successor, (c) his ceasing to be a Director if such is a necessary qualification of his appointment, (d) the meeting at which the Board annually appoint the Officers of the Corporation, (e) his removal or (f) his death. A Director may be appointed to any office of the Corporation but none of the Officers except the Chairman of the Board, and the Vice Chairman of the Board need be a member of the Board. Two or more of the aforesaid offices may be held by the same person. 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. 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 duties as may from time to time be prescribed by the Board. 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.
DUTIES OF OFFICERS
20. Those Officers who are required to be Directors of the Corporation shall cease to be Officers if they cease to be Directors or if they are removed by a majority of the Board.
21. The President shall be the Chief Executive Officer of the Corporation. The President or in his absence a Vice President shall conduct meetings of the Corporation and of the Board or in the absence of both these Officers the board will appoint a Chairman. The President shall have the general and active management of the affairs of the Corporation. The President shall see that all orders and resolutions of the Board are carried into effect.
22. Meeting of the Board shall be conducted by the President or a Vice President or the Chairman of the Board if one has been appointed; if not the Board will appoint a chairman.
23. The President may appoint a Nominating and Awards Committee subject to the Board's approval. The Committee shall be composed of a minimum of three (3) and a maximum of five (5) members of the Board and shall put forward nominations for the Board to the Annual General Meeting. Included with the notice of the Annual General Meeting shall be a list of those persons nominated by the Committee for the election for the Board for a first time and of those Directors nominated for re-election.
24. A Vice President shall, in the absence or disability of the President perform the duties and exercise the powers of the President and shall perform such other duties as shall from time to time be prescribed for this office by the Board.
25. The Treasurer shall have the custody of the funds and securities of the Corporation and shall keep full and accurate accounts of all assets, liabilities, receipts and disbursements of the Corporation in the books belonging to the Corporation and shall deposit all monies, securities and other valuable effects in the name and to the credit of the Corporation in such chartered bank or trust company or credit union or in the case of securities, with such registered dealer in securities as may be designated by the Board from time to time. The Treasurer shall disburse the funds of the Corporation as may be directed by the Board taking proper vouchers for such disbursements, and shall render to the President and Directors at the regular meeting of the Board, or whenever they may require it, an accounting of all the transactions and a statement of the financial position of the Corporation and shall also perform such other duties as may from time to time be directed by the Board.
26. The Secretary shall give or cause to be given the notice for all meetings of the Directors, of such Committees as may have been appointed pursuant to Bylaw 49 and 50, and of the members when directed to do so and shall be responsible for making and keeping the minutes of the Corporation and of the directors, and shall have charge of and maintain the minute and record books of the Corporation (other than accounting records).
27. The Executive Director may be empowered by the Board, upon resolution of the Board, to carry on the affairs of the Corporation generally under the supervision of the Board thereof and shall attend all meetings and shall perform such other duties as may be prescribed by the Board or President. The Executive Director shall be custodian of the seal of the Corporation, which he shall deliver only when authorized by a resolution of the Board to do so and to such person or persons as may be named in the resolution.
28. Honourary President The Board may appoint a past President other than the Immediate Past President as an Honourary President who shall serve for a term of one year. The Honorary President shall act in an advisory capacity to the Board and make available to it the benefit of his or her knowledge and experience in relation to the affairs of the Corporation.
29. The Immediate Past President shall be an Ex Officio member of the Board and of the Executive Committee. The immediate Past President shall act in an advisory capacity to the Board and make available to it the benefit of his or her knowledge and experience in relation to the affairs of the Corporation.
30. The duties of all other Officers of the Corporation shall be such as the terms of their engagement call for or the Board requires of them.
EXECUTION OF DOCUMENTS
31. Contracts, documents or any instruments in writing requiring the signature of the Corporation, shall be signed by any two of those who have been designated as Signing Officers by the Board who shall also affix the seal of the corporation thereto if required, and all such contracts, documents and instruments in writing shall thereupon be binding upon the Corporation without any further authorization or formality. The Board shall have power from time to time by resolution to appoint an Officer or Officers on behalf of the Corporation to sign specific contracts, documents and instruments in writing and to affix the seal of the Corporation thereto, if required. The Board may give the Corporation's power of attorney to any registered dealer in securities for the purposes of the transferring of and dealing with any stocks, bonds, and other securities of the Corporation.
VOTING OF SECURITIES
32. All of the shares or other securities carrying voting rights of any company or Corporation held from time to time by the Corporation may be voted at any and all meetings of shareholders, bondholders, debenture holders, or holders of other securities (as the case may be) of such company or Corporation by the President or Secretary or by such Officer or Officers and in such manner as the Board shall from time to time determine.
33. The annual or any other general meeting of the members shall be held at the head office of the Corporation or at any place in Canada as the Board may determine and on such day as the Board shall appoint. General meetings of the members other than the annual general meeting shall be held at the head office of the Corporation or at any place the Board may determine and on such day as the Board shall appoint.
34. At every annual meeting, in addition to other business that may be transacted, the report of the Board, the financial statement and the report of the auditors shall be presented and a Board elected and auditors appointed for the ensuing year. The members may consider and transact any business either special or general at any meeting of the members provided due notice thereof has been given as prescribed.
35. The Board shall have power to call, at any time, a general meeting of the members of the Corporation.
REQUISITION FOR MEMBERS MEETING
36. A written notice signed by twenty percent of the members of the Corporation may requisition the Board to call a meeting of members for the purposes stated in the requisition. The requisition shall state the business to be transacted at the meeting and shall be sent to the registered office of the Corporation.
DUTY OF BOARD TO CALL MEETING
37. Upon receiving the requisition as referred to in by-law 36 the Board shall within twenty-one (21) days call a meeting of members to transact the business stated in the requisition.
38. Fourteen (14) days prior written notice shall be given to each member of any annual or special general meeting of members. Such notice shall contain a statement of all the business to be transacted of the meeting. A quorum shall consist of five (5) members or 25% of the membership, whichever is greater, present In person. Each member present at a meeting shall have the right to exercise one vote.
39. No error or omission in giving notice of any annual or general meeting or any adjourned meeting, whether annual or general, of the members of the Corporation shall invalidate such meeting or make void any proceedings taken thereat and any member may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. Notice to any member, Director or Officer shall be deemed to be validly given if addressed to his address last recorded on the books of the Corporation.
MINUTES OF BOARD OF DIRECTORS AND EXECUTIVE COMMITTEES
40. The minutes of the Board or the minutes of the Executive committee shall not be available to the general membership of the Corporation but shall be available to the Board, each of whom shall receive a copy of such minutes. [Resolution February 21, 2001, Ministry approval March 2, 2001]
CONDITIONS OF MEMBERSHIP
Categories of Membership
41. There shall be three categories of members: Voting Members, Associate Members and Honourary Life Members
42 (a) Individual membership is open to any person who wishes to support the mandate of the organization, as described in its membership literature and is in good standing with payment of annual membership dues. [Resolution February 21, 2001, Ministry approval March 2, 2001]
(b) Organizations membership is open to any organization that wishes to support the mandate of the organization, as described in its membership literature and is in good standing with payment of annual membership dues. Each organization member is entitled to one vote. [Resolution February 21, 2001, Ministry approval March 2, 2001]
43. Associate Members are donors who have contributed $25.00 or over who do not wish to become members of the organization, nor have voting privileges. [Resolution February 21, 2001, Ministry approval March 2, 2001]
Honourary Life Membership
44. The Board may grant Honourary Life Membership to individuals recommended by the Nominating and Awards Committee. These members are without voting privileges.
45. (a) The annual fees for voting members shall be such an amount as the Board may from time to time determine. [Resolution February 21, 2001, Ministry approval March 2, 2001]
(b) Donors who have contributed a minimum of $25.00 are deemed Associate Members for one year from the date of donation unless they chose to pay an annual membership fee. [Resolution February 21, 2001, Ministry approval March 2, 2001]
(c) There shall be no fees payable by Life Members.
46. Termination of Membership
(a) Any member may withdraw from the Corporation by delivering to the Corporation a written resignation and lodging a copy of the same with the Secretary of the Corporation.
(b) Except as hereinafter set out, the Board may:
(c) by resolution passed by two thirds (2/3) majority vote, terminate any membership for just cause, or
(d) request a member to resign.
(e) The membership of a Director, however may not be terminated unless the Director has first been removed as a Director pursuant to by-law 9.
(f) The membership of a Voting Member shall be automatically terminated if the member fails to pay the annual fee within 60 days after it is due. This shall not prejudice the member's right to apply for re-admission.
VOTING OF MEMBERS
47. At all meetings of members of the Corporation every question shall be determined by a majority of votes of those present unless otherwise specifically provided by statute or by these by-laws.
48. Unless otherwise ordered by the Board the fiscal year-end of the Corporation shall be the 30th day of June.
49. The Board may create standing Committees and such adhoc Committees as are deemed necessary to carry out the objects of the Corporation.
50. The Standing Committees may be:
(c) International Multidisciplinary Board
(d) Regional Multidisciplinary Committees
(e) Information & Resources Technical Committee
(g) Public Affairs
(h) Nominating and Awards (subject to bylaw 23)
(i) Patron Committee
51. Chairmen of Standing Committees shall be drawn from the Board whenever possible. However, if the expertise required to chair a particular Committee requires the appointment of a non-Board member, the appointee may be made an Ex-Officio member of the Board.
52. With the exception of the Executive, International Multidisciplinary, Regional Multidisciplinary and Information Resource and Technical Committees, all Committees shall be composed of a minimum of three (3) members.
53. Chairman and members of each committee shall be appointed by the President, subject to the approval by the Board.
54. The responsibilities of the Standing Committees shall be as follows:
(a) Executive as described in by-law 14.
(i) monitoring the revenues and expenses of the Corporation including periodic review of Corporate operations and methods for cost effectiveness;
(ii) examining the functioning and efficiency of the administration of the Corporation;
(iii) recommending expense controls, and investments of the Corporation;
(iv) presenting an annual budget to the Board for approval, prior to the new fiscal year.
(c) International Multidisciplinary Board;
(i) evaluating proposals for research and other projects related to the objects of the Corporation and submitting its recommendations to the Board.
(d) Regional Multidisciplinary Committees
(i) working with the International Multidisciplinary Board on the creation and implementation of projects related to the objects of the Corporation.
(e) Information & Resources Technical Committee
(i) working with the International and Regional Multidisciplinary Committees in the planning of an Information Resource Centre.
(i) planning international, national, local and special event fundraising activities.
(ii) examining and evaluating national, local and special event fundraising projects and programs.
(g) Public Affairs;
(i) examining and evaluating Public Affairs Policy;
(ii) recommending public affairs programmes and projects.
(h) Nominating and Awards;
(i) recommending nominees to the general membership for election to the Board
(ii) recommending individuals for special awards and/or Life Membership In the Corporation.
(i) Patron Committee
(i) Recommending to the Board prospective patrons, co-ordinating Patron canvassing and suggesting suitable Patron events.
(i) recommending personnel policy;
(ii) examining and evaluating personnel systems and benefits;
(iii) negotiating labour relations contracts.
REGIONAL ADVISORY BOARDS
55. The Board may appoint Regional Advisory Boards to assist the Board in fulfilling its mandate.
56. Any individual who is recommended by a Regional Board and approved by the Board may be eligible to become a member of the Corporation.
57. All Regional Advisory Board members shall be members or Associate Members of the Corporation within ten days (10) of their appointment.
58. The Board may enact from time to time rules and regulations governing the organization and operation of Regional Boards.
59. A Regional Advisory Board shall adopt rules and regulations for its own government not inconsistent with the rules and regulations of the Board. Such rules and regulations shall be filed with the Head Office within 60 days. If the Board determines that a rule or regulation is not consistent, the Regional Advisory Board shall withdraw or amend such rule or regulation as directed by the Board.
60. A Regional Advisory Board has the authority to deal with matters of local interest in a manner consistent with the general policies of the Corporation.
61. No Regional Advisory Board, Officer or regional member shall occur any debt, liability or other obligation in the name of the Corporation without the appropriate approval having been obtained.
62. Each Regional Secretary shall within two weeks after a Regional Advisory Board meeting file a copy of the Minutes of the meeting with the Executive Director of the Corporation.
63. Regional boards shall prepare and recommend operating and fundraising budgets for their region.
64. The Board may suspend a Regional Advisory Board for such a period of time as necessary to examine the conduct of its affairs or its lack of activity and may, after giving the Regional Advisory Board a fair hearing and if the circumstances warrant, terminate its affiliation.
65. All cheques, bills or exchange or other orders for payment of money notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such Officers or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board and any such Officers or agents of the Corporation may endorse notes and drafts for collection on the account of the Corporation through its bankers, and endorse notes and cheques for deposit with the Corporation's bankers for the credit of the Corporation, or the same may be endorsed 'for collection' or 'for deposit' with its bankers by using the Corporation's rubber stamp for the purpose. Any such Officers or agents so appointed may arrange, settle, balance, and certify all books and accounts between the Corporation and its bankers and may receive all paid cheques and vouchers and sign all the bank's forms or settlement of balances and release or verification slips.
66. In accordance with Section 65 of the Canada Corporations Act, it is provided that the Board of the Corporation may from time to time
(a) borrow money upon the credit of the Corporation;
(b) limit or increase the amount to be borrowed;
(c) issue debentures or other securities of the Corporation;
(d) pledge or sell such debentures or other securities for such sums and at such prices as may be deemed expedient; and,
(e) secure any such debentures, or other securities, or any other present or future borrowing or liability of the Corporation, by mortgage, hypothecation, charge or pledge of all or any currently owned or subsequently acquired real and personal, movable and immovable, and/or property of the Corporation, and the undertaking and rights of the Corporation.
67. The Board may from time to time authorize any Director or Directors, Officer or Officers, employee of the Corporation or other person or persons, whether connected with the Corporation or not, to make arrangements with reference to the moneys borrowed or to be borrowed as aforesaid and as to the terms and conditions of the loan thereof and as to the securities to be given therefor, with power to verify or modify such arrangements, terms and conditions and to give such additional securities for any money borrowed or remaining due by the Corporation as the Board of the Corporation authorize and generally to manage, transact and settle the borrowing of money by the Corporation.
68. Nothing herein limits or restricts the borrowing of money by the Corporation on bills of exchange or promissory notes made, drawn, accepted or endorsed by or on behalf of the Corporation.
69. The Board may from time to time authorize any Director or Directors, Officer or Officers, employee of the Corporation or other person or persons, whether connected with the Corporation or not, to sign, execute and give on behalf of the Corporation all documents, agreements and promises necessary or desirable for the purposes aforesaid and to draw, make, accept, endorse and issue cheques, promissary notes, bills of exchange, bills of laiding and other negotiable or transferable instruments and the same and all renewals thereof or substitutions thereof so signed shall be binding upon the Corporation.
70. The powers hereby conferred shall be deemed to be supplemental to and not in substitution for any powers to borrow for the purposes of the Corporation possessed by its Directors or Officers independently of a borrowing by-law.
Deposits of Securities for safe keeping
71. The securities of the Corporation shall be deposited for safekeeping with one or more bankers, trust companies or other financial institutions to be selected by the Board. Any and all securities so deposited may be withdrawn, from time to time, only upon a resolution of the Corporation, and in such manner as shall from time to time be determined by resolution of the Board and such authority may be general or confined to specific instances. The institutions which may be so selected as custodians by the Board shall be fully protected in acting in accordance with the directions of the Board and shall in no event be liable for the due application of the securities so withdrawn from deposit or the proceeds thereof.
AMENDMENT OF BY-LAWS
72. The by-laws of the Corporation may be repealed or amended by by-law enacted by a majority of the Directors at a meeting of the Board and sanctioned by an affirmative vote of at least two-thirds (2/3) of the members at a meeting duly called for the purpose of considering the said by-law, provided that the enactment, repeal or amendment of such by-law shall not be enforced or acted upon until the approval of the Minister of Consumer & Corporate Affairs has been obtained.
73. The members shall at each annual meeting appoint an auditor to audit the accounts of the Corporation to hold office until the next annual meeting provided that the Board may fill any casual vacancy in the office of auditor. The remuneration of the auditor shall be fixed by the Board.
BOOKS AND RECORDS
74. The Board shall see that all necessary books and records of the Corporation required by the by-laws of the Corporation or by any applicable state or law are regularly and properly kept.
RULES AND REGULATIONS
75. The Board may prescribe such rules and regulations not inconsistent with these by-laws relating to the management and operation of the Corporation as they deem expedient.
IN WITNESS WHEREOF we have hereunto set out hands at Vancouver, British Columbia
This version consolidated April 30, 2001 based on amendments sent February 21, 2001, filed March 2, 2001, received certified copy given under the seal of office of the Minister of Industry, at Ottawa this 11th day of April, 2001.