MEMBERSHIP – MATTERS REQUIRING SPECIAL RESOLUTION

a. Membership Conditions
Subject to the articles, there shall be one class of members in the Corporation. Membership in the Corporation shall be available to persons, including corporations or other entities, interested in furthering the Corporation's purposes and who have applied for and been accepted into membership in the Corporation by resolution of the Board or in such other manner as may be determined by the Board. Each member shall be entitled to receive notice of, attend and vote at all meetings of the members of the Corporation.
Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendments to this section of the by-laws if those amendments affect membership rights and/or conditions described in paragraphs 197(1)(e), (h), (l) or (m).

b. Transfer of Membership
Membership in the Corporation may be transferred only to the Corporation.
Pursuant to Section 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to add, change or delete this section of the by-laws.

c. Notice of Meeting of Members
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:

(e)    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
(f)    by telephonic, electronic or other communication facility to each 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.

Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to the by-laws of the Corporation to change the manner of giving notice to members entitled to vote at a meeting of members.

d. Absentee Voting by Mailed in Ballot or Electronic Ballot
Pursuant to section 171(1) 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:

(g)    enables the votes to be gathered in a manner that permits their subsequent verification, and
(h)    permits the tallied votes to be presented to the Corporation without it being possible for the Corporation to identify how each member voted.
Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to the By-laws of the Corporation to change this method of voting by members not in attendance at a meeting of members.

e. Absentee Voting by Proxy
(i)    Pursuant to Section 171(1) of the Act, a member entitled to vote at a meeting of members may vote by proxy by appointing in writing a proxy holder, and one or more alternate proxy holders, 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.
(j)    Any notice to members of the time and place of a meeting of members may either enclose a form of proxy or contain a reminder of the right to appoint a proxy holder.
(k)    The directors may from time to time make Rules and Procedures not inconsistent with the Act regarding proxies, including, but not limited to, fixing the time prior to any meeting or adjourned meeting of members before which time proxies must be deposited with the Corporation.
(l)    Pursuant to Section 197(1) of the Act, a special resolution of the members is required to make any amendment to the articles or By-laws of the Corporation to change this method of voting by members not in attendance at a meeting of members.