1. Definitions. In this By-Law, unless the context otherwise specifies or requires:
2. Interpretation. This By-law shall be, unless the context otherwise requires, construed and interpreted in accordance with the following:
3. Principles. The objects for which OCLUG is incorporated are specified in its Letters Patent. They are:
4. Head Office The head office of OCLUG is specified in its Letters Patent. (s. 277 (1))
5. Seal OCLUG does not have a seal. (s. 279)
6. Designation The affairs of OCLUG are managed by a board of directors designated as the Board and the members of this Board are referred to as Directors. (s. 283 (1))
7. Number The number of Directors is specified in the Letters Patent such that:
8. Conduct of business All OCLUG business transacted by its Directors shall be transacted at Board meetings at which a quorum of the Board is present or by other means in accordance with the Act. (s. 283 (3))
9. Qualifications The qualifications of Directors are:
10. First Directors.
11. Election and Term.
12. Vacancies. Where there is a vacancy or vacancies in the Board, the remaining Directors may exercise all the powers of the Board so long as a quorum of the Board remains in office. (s. 283 (4))
13. Filling Vacancies.
14. Executive Committee
15. Other Committees. The Board:
16. Remuneration of Directors.
17. Place of Meeting. Meetings of the Board are held at any time and at any place in Ottawa as determined by the Board. (s. 82 (2)) (s. 129 (1) (i))
18. Notice. Meetings of the Board may be convened by the President, Vice-President, or any two Directors at any time. The Secretary, when directed by any of such Officers or any two Directors, shall convene a meeting of the Board. The notice of meeting convened as aforesaid need not specify the purpose of or the business to be transacted at the meeting. Notice of any such meeting shall be served by email two days before the meeting is to take place; provided always that a Director may in any manner and at any time waive notice of a Board meeting and attendance of a Director at a Board meeting shall constitute a waiver of notice of the meeting 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; provided further that Board meetings 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 of the absent Directors waive notice before or after the date of such meeting. (s. 129 (1) (i))
19. Error or Omission in Giving Notice. No error or accidental omission in giving notice of any Board meeting shall invalidate such meeting or make void any proceedings taken at such meeting. (s. 129 (1) (i))
20. Adjournment. Any Board meeting may be adjourned to a fixed time and place. Notice of any adjourned Board meeting is not required if the time and place of the adjourned meeting is announced at the original meeting. Any adjourned meeting shall be duly constituted if held in accordance with the terms of the adjournment and a quorum is present thereat. The Directors who formed a quorum at the original meeting are not required to form the quorum at the adjourned meeting. If there is no quorum present at the adjourned meeting, the original meeting shall be deemed to have terminated forthwith after its adjournment. 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. (s. 129 (1) (i))
21. Regular Meetings. OCLUG holds at least one Board meeting per quarter. Additional meetings are held as needed. (s. 129 (1) (i))
22. Quorum. The quorum for a Board meeting is a majority of the number of Directors specified in the Letters Patent. (s. 288 (1))
23. Voting. Each Director exercises one vote at a Board meeting. Every Director at a Board Meeting votes or abstains for each motion. A simple majority of those voting is required to approve a motion. (s. 129 (1) (i))
24. Means of Meeting. If all the Directors present at or participating in the Board meeting consent, a Board meeting may be held by 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 the meeting by those means is deemed to be present at the meeting. (s. 283 (3.1))
25. Administer Affairs. To administer the affairs of OCLUG the Board acts:
26. Expenditures. The Board makes expenditures and investments:
27. Borrowing Power.
28. Fund Raising. The Board conducts fund raising in accordance with the power to solicit donations and grants defined in the Letters Patent.
29. Agents and Employees. OCLUG does not have any employees or agents. (s. 129 (1) (h))
30. Remuneration of Agents and Employees. OCLUG does not have any employees or agents, so remuneration is not required. (s. 129 (1) (h)).
32. Vacancies. Each incumbent Officer continues in office until the earlier of:
33. Remuneration of Officers. Every Officer is a volunteer who serves without remuneration, additional privileges, or benefits. (s. 129 (1) (h))
34. Removal of Officers. All officers are subject to removal by a resolution of the Board at any time, with or without cause. (s. 129 (1) (h))
35. Duties of Officers may be Delegated. In case of the absence or inability to act of any Officer or for any other reason that the Board may deem sufficient, the Board may delegate all or any of the powers of any such officer to any other Officer or to any Director for the time being. (s. 129 (1) (h)) (s. 289 (4))
36. Powers and Duties.
38. Indemnities to Directors and Officers. Every Director and Officer of OCLUG, and his or her heirs, executors and administrators, and estate and effects, respectively, may, with the consent given at any General Meeting of the members, from time to time and at all times, be indemnified and saved harmless out of the funds of OCLUG, from and against:
39. Directors Liable to Employees.
40. Disclosure by Directors of Interests in Contracts. Every Director who is in any way directly or indirectly interested in a proposed contract or a contract with OCLUG shall declare his or her interest at a Board Meeting. (s. 71 (1))
41. Time of declaration. In the case of a proposed contract, the declaration shall be made at the Board Meeting at which the question of entering into the contract is first taken into consideration or, if the Director is not at the date of that meeting interested in the proposed contract, at the next Board Meeting meeting held after he or she becomes so interested, and, in a case where the Director becomes interested in a contract after it is made, the declaration shall be made at the first Board Meeting held after he or she becomes so interested. (s. 71 (2))
42. General notice. A general notice given at a Board Meeting by a Director to the effect that he or she is a shareholder of or otherwise interested in any other company, or is a member of a specified firm and is to be regarded as interested in any contract made with such other company or firm, shall be deemed to be a sufficient declaration of interest in relation to a contract so made. (s. 71 (3))
43. Effect of declaration. If a Director has made a declaration of his or her interest in a proposed contract or contract and has not voted in respect of the contract, the Director is not accountable to OCLUG or to any of its members or creditors for any profit realized from the contract, and the contract is not voidable by reason only of the Director holding that office or of the fiduciary relationship established thereby. (s. 71 (4))
44. Confirmation by members. A Director is not accountable to OCLUG or to any of its members or creditors for any profit realized from such contract and the contract is not by reason only of the Director's interest therein voidable if it is confirmed by a majority of the votes cast at a General Meeting duly called for that purpose and if the Director's interest in the contract is declared in the notice calling the meeting. (s. 71 (5))
46. Admission to membership. A person is admitted to membership in OCLUG by a resolution of the Board. Confirmation in a General Meeting is not required. (s. 124 (1))
47. Procedure. To become an OCLUG member a candidate must contact the Secretary in writing, preferably via email. The Secretary presents this request at the next Board Meeting, and conveys the Board's decision to the candidate, preferably via email. For those admitted as members the Secretary:
48. Resignation. Any member may withdraw from OCLUG by delivering to the Secretary a written resignation, preferably via email. The resignation shall be effective at the time it is received by the Secretary or at the time specified in the resignation, whichever is later. (s. 128 (1))
49. Termination of Membership. OCLUG membership lapses and ceases to exist:
50. Membership Dues. Membership in OCLUG is free. (s. 129 (1) (b))
51. Gain. The Board conducts OCLUG's affairs without the purpose of gain for its members and any profits or other accretions to OCLUG shall be used in promoting its objects. (s. 126 (1))
52. Members not Answerable for Liabilities. A member is not, as such, held answerable or responsible for any act, default, obligation or liability of OCLUG or for any engagement, claim, payment, loss, injury, transaction, matter or thing relating to or connected with OCLUG. (s. 122)
53. Fewer than Three Members.
54. Annual Meeting.
55. General Meetings. General Meetings are held in Ottawa for the transaction of any business, the general nature of which is specified in the notice calling the meeting.
56. Quorum. A quorum at any Annual or General meeting shall be persons present being not less than twenty in number and being or representing by proxy not less than twenty members. No business shall be transacted at any meeting unless the requisite quorum is present at the time of the transaction of such business. If a quorum is not present at the time appointed for a meeting or within such reasonable time thereafter as the members present may determine, the persons present and entitled to vote may adjourn the meeting to a fixed time and place but may not transact any other business. (s. 129 (1) (i))
57. Chairperson of Annual and General Meetings. The President or, in his or her absence, the Vice-President shall preside as chair at an Annual or General meeting but, if neither of them is present within fifteen minutes after the time appointed for the holding of the meeting, the members present shall choose a person from their number to be the chair. (s. 93 (1) (e))
58. Adjournment. The chairperson of an Annual or General meeting may with the consent of the meeting adjourn the same from time to time to a fixed time and place and no notice of such adjournment need be given to the members. 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. (s. 93 (1) (d))
59. Voting of Members.
60. Majority. The majority required to pass a motion presented at an Annual or General meeting depends on the nature of the motion:
61. Voting Procedure.
| OTTAWA CANADA LINUX USERS GROUP Proxy Appointment | | The undersigned member of the OTTAWA CANADA LINUX USERS GROUP hereby appoints ........................... of ............................. or failing in person appointed above, ............................ of ............................. as the proxy of the undersigned to attend and act at the OCLUG meeting to be held on the day of ........................, and at any adjournment thereof in the same manner, to the same extent and with the same power as if the undersigned were present. | | Dated this day of ....................... \\\
Signature of Member: ………………………………. |
63. Meeting Requisition Content. The requisition for a General Meeting shall state the general nature of the business to be presented at the meeting and shall be signed by the requisitionists and deposited at the head office of OCLUG and may consist of several documents in like form signed by one or more requisitionists. Email may be used to deposit a requisition at the head office. (s. 295 (2))
64. Duty of Board to Call Meeting. Upon deposit of the requisition, the Board shall call forthwith a General Meeting for the transaction of the business stated in the requisition. (s. 295 (3))
65. Where Requisitionists May Call Meeting. If the Board does not within twenty-one days from the date of the deposit of the requisition call and hold such meeting, any of the requisitionists may call such meeting which shall be held within sixty days from the date of the deposit of the requisition. (s. 295 (4))
66. Calling of a Requisitioned General Meeting. A meeting called as a requisitioned General Meeting shall be called as nearly as possible in the same manner as General Meetings are called under the OCLUG by-laws, but, if the by-laws provide for more than twenty-one days notice of meetings, twenty-one days notice is sufficient for the calling of such meeting. (s. 295 (5))
67. Repayment of Expenses. Any reasonable expenses incurred by the requisitionists by reason of the failure of the Board to call such meeting shall be repaid to the requisitionists by OCLUG and any amount so repaid shall be retained by OCLUG out of any money due or to become due from OCLUG by way of fees or other remuneration in respect of their services to such of the Directors as were in default, unless at such General Meeting the members by a majority of the votes cast reject the repayment to the requisitionists. (s. 295 (6))
68. Circulation of Members' Resolutions. On the requisition in writing of not less than one-twentieth of the members the Board shall:
69. Notice of Members' Resolutions. The notice or statement or both, as the case may be, shall be given or circulated by:
70. Deposit of Requisition. The Board is not bound to give notice of any resolution or to circulate any statement unless:
71. Where the Board is not Bound to Circulate a Statement. The Board is not bound to circulate any statement if, on the application of OCLUG or any other person who claims to be aggrieved, the court is satisfied that the rights conferred by the Act are being abused to secure needless publicity for defamatory matter, and on any such application the court may order the costs of OCLUG to be paid in whole or in part by the requisitionists even though they are not parties to the application. (s. 296 (5))
72. No Liability for Circulation of Notice. OCLUG and any Director, Officer, employee or person acting on its behalf, except a requisitionist, is not liable in damages or otherwise by reason only of the circulation of a notice or statement or both in compliance with the Act. (s. 296 (6))
73. Duty to Deal with Requisitioned Matter. Despite anything in the by-laws of OCLUG, where the requisitionists have complied with the Act, the resolution, if any, mentioned in the requisition shall be dealt with at the meeting to which the requisition relates. (s. 296 (7))
74. Repayment of Expenses. The sum deposited with the requisition to meet OCLUG's expenses shall be repaid to the requisitionists by OCLUG unless at the meeting to which the requisition relates the members by a majority of the votes cast reject the repayment to the requisitionists. (s. 296 (8))
75. Definition. The term contracts, documents or instruments in writing as used in this By-law shall include but not be limited to 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 shares, share warrants, stocks, bonds, debentures or other securities and all paper writings.
77. Filing in the office of the Minister. The Board causes a duplicate original, or a copy certified by OCLUG, of any charge, mortgage or other instrument of hypothecation or pledge made by OCLUG to secure its securities to be filed forthwith in the office of the Minister. (s. 61 (1))
78. Parole Contracts. Directors and Officers are not authorized to make a contract by parole only and not reduced into writing, expressly or implied. (s. 280 (3))
79. Cheques, Drafts, Notes, Etc. All cheques, drafts or orders for the payment of money and all notes and acceptances and bills of exchange shall be signed by the Treasurer and by another Officer. (s. 129 (1) (h))
80. Service. Any notice or other document required by the Act, the Regulations, the Letters Patent, or the By-laws to be sent to any member or Director or to the auditor shall be delivered personally or sent by prepaid mail or by telegram or cable or facsimile or email to any such member or Director at their latest address as shown in the records of OCLUG and to the auditor at its business address; provided always that the notice may be waived or the time for the notice may be waived or abridged at any time with the consent in writing of the person entitled thereto. (s. 93 (1) (a)), (s. 93 (2)), (s. 129 (1) (i)), (s. 324 (1))
81. Notice Interval. Notice of the time and place for holding an Annual Meeting or a General Meeting shall be given by sending it to each member and to the auditor fourteen days or more before the date of the meeting. (s. 93 (1) (a)), (s. 93 (2)), (s. 129 (1) (i))
82. Computation of Time. Where a given number of days notice or notice extending over a period is required to be given by OCLUG, the day of service or posting of the notice shall not be counted in such number of days or other period. A notice or other document served by email to a member shall be deemed to be served within one day following the time at which it was sent. (s. 324 (1)), (s. 324 (2))
83. Notice Information. Notice of any meeting where special business will be transacted shall contain sufficient information to permit the member to form a reasoned judgment on the decision to be taken. Detailed information shall be provided for:
84. Waiver of Notice. A member and other person entitled to attend a meeting of members may in any manner waive notice of a meeting of members and attendance of any such person at a meeting of members shall constitute a waiver of notice of the meeting except where such person attends a meeting for the express purposes of objecting to the transaction of any business on the grounds that the meeting is not lawfully called. (s. 129 (1) (i))
85. Error or Omission in Giving Notice. No error or omission in giving notice of any Annual or General meeting or any adjourned meeting of the members shall invalidate any resolution passed or any proceedings taken at that meeting. (s. 129 (1) (i))
86. Signature to Notices. The signature of any Director or Officer to any notice or document to be given by OCLUG may be written, stamped, typewritten or printed or partly written, stamped, typewritten or printed. (s. 129 (1) (j))
87. Proof of Service. With respect to every notice or other document sent by post or email it shall be sufficient to prove that the envelope or wrapper containing the notice or other document was properly addressed and put into a Post Office or letter box, or that the email was properly addressed and sent. A certificate of an Officer of OCLUG in office at the time of the making of the certificate as to facts in relation to the sending or delivery of any notice or other document to any member, Director, Officer or auditor or publication of any notice or other document shall be conclusive evidence thereof and shall be binding on every member, Director, Officer or auditor of OCLUG as the case may be. (s. 129 (1) (i))
88. Minute Books. The Secretary records minutes of all proceedings at Annual and General Meetings and at Board Meetings. (s. 299 (1))
89. Evidence of Proceedings. Any such minutes, if purporting to be signed by the chair of the meeting at which the proceedings were had or by the chair of the next succeeding meeting, are admissible in evidence as proof, in the absence of evidence to the contrary, of the proceedings. (s. 299 (2))
90. Validity of Minutes. Where minutes have been made of the proceedings of an Annual or General Meeting or of a Board Meeting, then, until the contrary is proved, the meeting shall be deemed to have been duly called, constituted and held and all proceedings had thereat to have been duly had and all appointments of Directors, Officers or liquidators made thereat shall be deemed to have been duly made. (s. 299 (3))
91. Documents and Registers. The OCLUG Secretary keeps the following documents and registers:
92. Documents Evidence. The documents and registers kept by OCLUG are admissible in evidence as proof, in the absence of evidence to the contrary, before and after dissolution of OCLUG, of all facts purporting to be stated therein. (s. 301)
93. Books of Account. The OCLUG Treasurer keeps proper books of account and accounting records with respect to all financial and other transactions of the corporation and, without derogating from the generality of the foregoing, records of:
94. Records Available for Inspection by Directors. The Secretary and the Treasurer maintain the minutes of proceedings of General, Annual, and Board meetings; the documents and registers; and the books of account and accounting records such that, during the normal business hours of OCLUG, they are open to inspection by any Director at the head office of OCLUG, either directly or by means of a computer terminal. (s. 304 (1)) (s. 304 (3)
95. Records to be Open for Inspection by Members. The minutes of proceedings of General, Annual, and Board meetings and the documents and registers, during the normal business hours of OCLUG, shall, at the place or places where they are kept, be open to inspection by the members and creditors of OCLUG or their agents or legal representatives, and any of them may make extracts therefrom. The books of account and accounting records do not have to be open for inspection by members. (s. 305 (1))
96. List of Members Affidavit. No member or creditor or the agent or legal representative of any of them shall make or cause to be made a list of all or any of the members of OCLUG, unless the person has filed with OCLUG or its agent an affidavit of such member or creditor in the following form in English or French, and, where the member or creditor is a corporation, the affidavit shall be made by the president or other officer authorized by resolution of the board of directors of such corporation: (s. 306 (1))
| Form of Affidavit Province of Ontario, County of Carleton | | In the matter of OTTAWA CANADA LINUX USERS GROUP\\\
I, ……………………… of the ………………….. of ……………………… in the ………………….. \
of ……………………… make oath and say (or affirm):\
(Where the member or creditor is a corporation, indicate office and authority of deponent.)\\\
1. I am a member or creditor of OTTAWA CANADA LINUX USERS GROUP.\\\ 2. I am applying to make a list of the members of OTTAWA CANADA LINUX USERS GROUP.\\\ 3. I require the list of members only for purposes connected with OTTAWA CANADA LINUX USERS GROUP.\\\ 4. The list of members and the information contained therein will be used only for purposes connected\\\
with OTTAWA CANADA LINUX USERS GROUP.\\\
97. Purposes Connected with OCLUG. Purposes connected with OCLUG include any effort to influence the voting of members at any meeting of OCLUG and to effect an amalgamation or reorganization and any other purpose approved by the Minister. (s. 306 (3)) (s. 307 (6))
98. Where List of Members to be Furnished.
|Form of Affidavit Province of Ontario, County of Carleton | | In the matter of OTTAWA CANADA LINUX USERS GROUP\\\
I, ……………………. of the ……………… of ………………… in the ……………………………. of\
………………………………… make oath and say (or affirm):\
(Where the applicant is a corporation, indicate office and authority of deponent.)\\\
1. I hereby apply for a list of the members of OTTAWA CANADA LINUX USERS GROUP.\\\ 2. I require the list of members only for purposes connected with OTTAWA CANADA LINUX\\\
3. The list of members and the information contained therein will be used only for purposes\\\
connected with the OTTAWA CANADA LINUX USERS GROUP.\\\
SWORN, etc. |
99. Appointment.The members shall at each Annual meeting appoint an individual as auditor to audit the accounts of OCLUG and report to the members. If an appointment is not so made, the auditor in office continues until a successor is appointed. (s. 94 (2))
100. Qualifications. No person shall be appointed as auditor of OCLUG who is a Director, Officer or employee of OCLUG or an affiliated company or who is a partner, employer, or employee of any OCLUG Director, Officer or employee. (s. 95 (1))
101. Term. The auditor shall hold office until the next following Annual meeting; provided, however, that the Board may fill any casual vacancy in the office of the auditor. (s. 94 (2)) (s. 94 (3))
102. Remuneration. The remuneration of the auditor shall be fixed by the members when the auditor is appointed and the remuneration of an auditor appointed by the Board shall be fixed by the Board. (s. 94 (5))
103. Replacement. The members may by resolution passed by at last two-thirds of the votes cast at a General Meeting for which notice of intention to pass the resolution has been given, remove any auditor before the expiration of the auditor's term of office and shall by a majority of the votes cast at that meeting appoint another auditor in such auditor's stead for the remainder of the term. (s. 94 (4))
104. Report. The auditor shall make a report to the members of the financial statement to be laid before OCLUG at any Annual Meeting during the auditor's term of office and shall state in the report whether in the auditor's opinion the financial statement referred to therein presents fairly the financial position of OCLUG and the results of its operations for the period under review in accordance with generally accepted accounting principles applied on a basis consistent with that of the preceding period. (s. 96 (1)) (s. 96 (2))
If the financial statement contains a statement of source and application of funds or a statement of changes in net assets, the auditor shall include in the auditor's report a statement whether in the auditor's opinion, in effect, the statement of source and application of funds or the statement of changes in net assets presents fairly the information shown therein. (s. 96 (3))
The auditor in the auditor's report shall make such statements as the auditor considers necessary:
105. Right of Access. The auditor has right of access at all times to all records, documents, books, accounts and vouchers of OCLUG and is entitled to require from the Board such information and explanation as in the auditor's opinion are necessary to enable the auditor to report as required. (s. 96 (5))
106. Attendance at Meetings. The auditor is entitled to attend any Annual or General Meeting of OCLUG and to receive all notices and other communications relating to any such meeting that a member is entitled to receive and to be heard at any such meeting that the auditor attends on any part of the business of the meeting that concerns the auditor as auditor. (s. 96 (6))
107. Report Inspection. The auditor shall read the report and make it open for inspection by every member at the Annual Meeting. The Board makes the report and all other necessary information available to every member at the Annual Meeting (s. 96 (2)) (s. 97 (1)) (s. 97 (3))
108. Financial Year. The financial year of OCLUG shall terminate on the 31st day of December in each year. (s. 129 (1) (j))
109. Change of Name. The Minister may change the name of OCLUG, and the Board may provide a written statement about this to the Minister. The Board may, if it feels aggrieved as a result of the giving, changing, or refusal to change of a name by the Minister to OCLUG, upon at least seven days notice to the Minister and to such other persons as the court directs, apply to the court for a review of the matter, and the court may make an order changing the name of the corporation to such name as it considers proper or may dismiss the application. A copy of such an order, certified under the seal of the court, shall be filed with the Minister by OCLUG within ten days after it is made. If OCLUG fails to do this it is an offence, and every Director or Officer who authorizes, permits, or acquiesces in this failure is liable to a fine. (s. 13 (2)) (s. 13 (2.1)) (s. 13 (3)) (s. 13 (4)) (s. 13 (5))
110. Unauthorized Use of Limited, etc. The Board does not trade, carry on business, or make any undertakings under a name in which Limited, Limitee, Incorporated, “Incorporee”, Corporation, or any abbreviations thereof is used. If OCLUG fails to do this it is an offence and OCLUG is liable to a fine. (s. 15)
111. Director Interest Not Declared. If a Director is liable in respect of profit realized from any contract with OCLUG and the contract is by reason only of his or her interest therein voidable, the Director is guilty of an offence and on conviction is liable to a fine. (s. 71 (6))
112. Meeting Requisition. A Director who authorizes, permits or acquiesces in any contravention of any requirement for a meeting requisition is guilty of an offence and on conviction is liable to a fine. (s. 296 (9))
113. Untrue Entries. A Director, Officer or employee of OCLUG who makes or assists in making any entry in the minutes of proceedings, in the documents and registers, or in the books of account or accounting records, knowing it to be untrue, is guilty of an offence and on conviction is liable to a fine or to imprisonment. (s. 303))
114. Records Open to Inspection by Directors. A Director, Officer or employee of OCLUG who contravenes the bylaws to have OCLUG's records open for inspection by any Director is guilty of an offence and on conviction is liable to a fine. (s. 304 (4))
115. Records to be Open for Inspection by Members. Every person who refuses to permit a person entitled thereto to inspect such minutes, documents or registers, or to make extracts therefrom, is guilty of an offence and on conviction is liable to a fine. (s. 305 (2))
116. Misuse of Membership List. Every person, other than a corporation or its agent, who uses a list of all or any of the members of OCLUG for purposes not connected with OCLUG is guilty of an offence and on conviction is liable to a fine. (s. 306 (2)) (s. 307 (4) (a)) (s. 307 (4) (b))
117. Failure to Provide Membership List. If OCLUG fails to furnish a membership list when so required it is guilty of an offence and on conviction is liable to a fine, and every Director or Officer who authorized, permitted or acquiesced in such offence is also guilty of an offence and on conviction is liable to a like fine. (s. (307 (5))
118. Sale of Membership List. Every person who offers for sale or sells or purchases or otherwise traffics in a list or a copy of a list of all or any of the members of OCLUG is guilty of an offence and on conviction is liable to a fine, and, where such person is a corporation, every director or officer of such corporation who authorized, permitted or acquiesced in such offence is also guilty of an offence and on conviction is liable to a like fine. (s. 308)
119. Power of Court to Correct.
120. Offence to Refuse to Produce Books. Every Officer or Director who refuses to produce any book or record for an appointed inspector or auditor and every person so examined who refuses to answer any question relating to the affairs and management of OCLUG is guilty of an offence and on conviction is liable to a fine. (s. 310 (9))
121. Untrue Statements. Every person who makes or assists in making a statement in any return, certificate, financial statement or other document required by or for the purposes of the Act or the regulations made under this Act, knowing it to be untrue, is guilty of an offence and on conviction is liable to a fine, or imprisonment, or both. (s. 330 (1))
122. General penalty. OCLUG, and every person who, being a Director or Officer of OCLUG, or acting on its behalf, commits any act contrary to the Act, or fails or neglects to comply with any such provision, is guilty of an offence and on conviction, if no penalty for such act, failure or neglect is expressly provided by the Act, is liable to a fine. (s. 331)
123. Application for Correction. If the Letters Patent contain an error, the Board or members of OCLUG may apply to the Minister for corrected Letters Patent. The Minister, on his or her own initiative or on an application from OCLUG, may issue corrected Letters Patent. (s. 16 (1)) (s. 16 (2))
124. Surrender of Documents. The Board shall surrender the Letters Patent which are being corrected at the time of making an application for correction, or forthwith upon the request of the Minister if he or she is issuing the correcting documents on his or her own initiative. (s. 16 (3))
125. Change Issues. The Board may apply to the Lieutenant Governor for the issue of supplementary Letters Patent:
126. Authorization. An application for supplementary Letters Patent shall be authorized by a special resolution. (s. 131 (2))
127. Beneficial Organizations. Upon OCLUG's dissolution and after the payment of all debts and liabilities, OCLUG's remaining property or part thereof shall be distributed or disposed of to organizations whose objects are beneficial to the community. (s. 132 (1))
128. Amendment of By-Laws. The by-laws of OCLUG may be repealed or amended by by-laws enacted by a majority of the Directors at a meeting of the Board and sanctioned by an affirmative vote of at least two-thirds of the members at a meeting duly called for the purpose of considering the said by-law. (s. 129 (2)) (s. 129 (3))
129. Written Form in Lieu of Meeting.
130. Evidentiary Value of Signatures. Where a by-law or resolution purports to have been passed or confirmed by the signatures of all the Directors or members, as the case may be, the signatures to such by-law or resolution are admissible in evidence as proof, in the absence of evidence to the contrary, of the signatures of all the Directors or members, as the case may be, and are admissible in evidence as proof, in the absence of evidence to the contrary, that the signatories to the by-law or resolution were all the Directors or members, as the case may be, at the date that the by-law or resolution purports so to have been passed or confirmed. (s. 298 (4))
ENACTED as of this day of …………. , 2001.
Other Directors …………