Special Council/Documents/BYLAWS OF THE SOUTH VANCOUVER ISLAND ASSOCIATION (Original/Former Version)

Appendix

BYLAWS OF THE SOUTH VANCOUVER ISLAND ASSOCIATION (Original/Former Version)

August 8, 2017Pages 36–616 sections

The original bylaws of the association under its former name, South Vancouver Island Association, included for reference.

2. APPROVAL OF AGENDA

South Vancouver Island AssociationOriginal bylaws text

2.1 Admission to Membership ................................................................................ 4 2.2 Classes of Membership .................................................................................... 4 2.3 Eligibility for Government Membership ............................................................. 5 2.4 Eligibility for Institutional Membership .............................................................. 5 2.5 Eligibility for Business Membership .................................................................. 5 2.6 Eligibility for Non-Profit Membership ................................................................ 5 2.7 Application for Membership .............................................................................. 5 2.8 Membership not Transferable ........................................................................... 5 2.9 Term of Government and Institutional Membership .......................................... 5 2.10 Term of Business and Non-Profit Membership ................................................ 5 2.11 Renewal of Membership ................................................................................. 6 2.12 Dues ............................................................................................................... 6 2.13 Compliance with Constitution, Bylaws and Policies ......................................... 6 2.14 Suspension of Membership ............................................................................. 6 2.15 Expulsion of Member ...................................................................................... 6 2.16 Cessation of Membership ............................................................................... 6

3.1 Time and Place of General Meetings ............................................................... 7 3.2 Annual General Meetings ................................................................................ 7 3.3 Extraordinary General Meeting ........................................................................ 7 3.4 Calling of Extraordinary General Meeting ......................................................... 7 3.5 Notice of General Meeting ............................................................................... 7 3.6 Contents of Notice ........................................................................................... 7 3.7 Omission of Notice ........................................................................................... 7

Table of Contents - Proceedings at General Meetings

4.2 Participation in General Meetings .................................................................... 8 4.3 Requirement of Quorum .................................................................................. 8 4.4 Quorum ............................................................................................................ 8 4.5 Lack of Quorum ............................................................................................... 8 4.6 Loss of Quorum ............................................................................................... 9 4.7 Chair ................................................................................................................ 9 4.8 Alternate Chair ................................................................................................. 9 4.9 Adjournment ..................................................................................................... 9 4.10 Notice of Adjournment ................................................................................... 9

Table of Contents - Voting and Directors

5.1 Ordinary Resolution Sufficient ......................................................................... 9 5.2 Entitlement to Vote .......................................................................................... 9 5.3 Voting Methods ............................................................................................... 9 5.4 Voting by Proxy ............................................................................................. 10 5.5 Special Resolutions to be filed with the Registrar .......................................... 10 6. DIRECTORS .................................................................................................... 10

6.1 Management of Property and Affairs ............................................................. 10 6.2 Directors Subscribe to and Support Purposes ................................................ 10 6.3 Composition of Board .................................................................................... 10 6.4 Invalidation of Acts ......................................................................................... 10 6.5 Qualifications of Directors .............................................................................. 10 6.6 Election of Directors ....................................................................................... 11 6.7 Term of Office ................................................................................................ 11 6.8 Consecutive Terms and Term Limits .............................................................. 11 6.9 Appointment to fill Vacancy ............................................................................ 11 6.10 Removal of Director ..................................................................................... 11 6.11 Ceasing to be a Director ............................................................................... 11

Table of Contents - Powers and Responsibilities of Board

7. POWERS AND RESPONSIBILITIES OF THE BOARD ..................................... 12 7.1 Powers of Directors ........................................................................................ 12 Remuneration of Directors and Officers and Reimbursement of Expenses ......... 12 Investment of Property and Standard of Care ...................................................... 12 Investment Advice ................................................................................................ 13 Delegation of Investment Authority to Agent ........................................................ 13

Table of Contents - Board Proceedings continued

8.4 Director Conflict of Interest ............................................................................ 13 8.5 Chair of Meetings ........................................................................................... 14 8.6 Alternate Chair ............................................................................................... 14 8.7 Calling of Meetings ........................................................................................ 14 8.8 Notice ............................................................................................................. 14 8.9 Passing Resolutions ....................................................................................... 14 8.10 Procedure for Voting .................................................................................... 15 8.11 Resolution in Writing .................................................................................... 15

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Table of Contents - Officers and Committees

9.1 Officers .......................................................................................................... 15 9.2 Election of Officers ......................................................................................... 15 9.3 Term of Officer ............................................................................................... 15 9.4 Removal of Officers ....................................................................................... 15 9.5 Replacement .................................................................................................. 15 9.6 Duties of Chair ............................................................................................... 15 9.7 Duties of Secretary ......................................................................................... 15 9.8 Duties of Treasurer ......................................................................................... 16 9.9 Absence of Secretary at Meeting ................................................................... 16 9.10 Combination of Offices of Secretary and Treasurer ..................................... 16 10. COMMITTEES ................................................................................................ 16 10.1 Creation and Delegation to Committees ....................................................... 16 10.2 Standing and Special Committees ................................................................ 16 10.3 Terms of Reference and Rules ..................................................................... 17 10.4 Meetings ....................................................................................................... 17

13.1 Audit Required ............................................................................................. 18 13.2 First Auditor .................................................................................................. 18 13.3 Appointment of Auditor at Annual General Meeting ..................................... 18 13.4 Removal of Auditor ....................................................................................... 18 13.5 Notice of Appointment .................................................................................. 18

Table of Contents - Indemnification and Bylaws

16.1 Indemnification of an Eligible Party ............................................................. 20 16.2 Indemnification of an Eligible Party in a Subsidiary ...................................... 20 16.3 Advancement of Expenses ........................................................................... 20 16.4 Indemnification Prohibited ............................................................................ 21 16.5 Indemnification not Invalidated by Non-Compliance ..................................... 21 16.6 Approval of Court ......................................................................................... 21 16.7 Indemnification Deemed Term ..................................................................... 21 16.8 Purchase of Insurance ................................................................................. 21

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BYLAWS OF THE SOUTH VANCOUVER ISLAND ▼ ASSOCIATION

1. INTERPRETATION

1.1 Definitions

In these Bylaws and the Constitution of the Society, unless the context otherwise requires:

"**Address of the Society**" means the address of the Society as filed from time to time with the Registrar; "**Board**" means the Directors acting as authorized by the Constitution and these Bylaws in managing or supervising the management of the affairs of the Society and exercising the powers of the Society; a resolution passed by a simple majority of the votes cast in respect of the resolution by the Directors entitled to vote on such matter: * in person at a duly constituted meeting of the Board, or (B) by Electronic Means in accordance with these Bylaws, or (C) by combined total of the votes cast in person and by Electronic Means; or

Snippet of resolution and other definitions

a resolution that has been submitted to all Directors and consented to in writing by 75% of the Directors who would have been entitled to vote on the resolution at a meeting of the Board, and a Board Resolution approved by any of these methods is effective as though passed at a meeting of the Board; "**Business Member**" means a Person or Organization which has been accepted as a Business Member of the Society in accordance with Part 2 of these Bylaws; "**Bylaws**" means the bylaws of the Society as filed in the office of the Registrar; "**Chair**" means a Person elected to the office of Chair in accordance with these Bylaws;

"**Electronic Means**" means any system or combination of systems, including but not limited to telephonic, electronic, radio, computer or web-based technology or communication facility, that: * in relation to a meeting or proceeding, permits all participants to communicate with each other or otherwise participate in the proceeding contemporaneously, in a manner comparable, but not necessarily identical, to a meeting where all were present in the same location, and * in relation to a vote, permits all eligible voters to cast a vote on the matter for determination in a manner that adequately discloses the intentions of the voters;

such other Person described in the *Society Act* that is appointed or elected by the Directors to exercise authority to manage the activities or internal affairs of the Society as a whole or in respect of a principal unit of the Society; or a Person who holds or held a position equivalent to what is described in either sub-paragraph (i) or (ii) above in a subsidiary of the Society, if any;

Definitions of First Nation and Government Member

"**First Nation**" means any one of the Esquimalt Nation, the Songhees Nation, the Scia'new Nation, the T'sou-ke Nation, the Tsartlip Nation, the Tsawout Nation, the Malahat Nation, the Pauquachin Nation, the Pacheedaht Nation and the Tseycum Nation; "**Government Member**" means a Municipality or First Nation which has been accepted as a Government Member of the Society in accordance with Part 2 of these Bylaws;

Definitions of Institutional Member, Members, and Municipality

amended from time to time; "**Institutional Member**" means an Organization that has been accepted as an Institutional Member of the Society in accordance with Part 2 of these Bylaws; "**Members**" means those Persons and Organizations who are, or who subsequently become, members of the Society in accordance with these Bylaws and, in either case, have not ceased to be members; "**Municipality**" means any one of the City of Langford, the Town of View Royal, the City of Victoria, the District of Oak Bay, the Town of Sidney, the City of

Colwood, the District of Sooke, the District of Central Saanich, the District of Saanich, the Township of Esquimalt, the District of Highlands, the District of North Saanich, and the District of Metchosin; "**mutatis mutandis**" means with the necessary changes having been made to ensure that the language makes sense in the context; "**Non-Profit Member**" means an Organization that has been accepted as a Non-Profit Member of the Society in accordance with Part 2 of these Bylaws; "**Ordinary Resolution**" means:

Definition of Ordinary Resolution sub-clauses

(i) a resolution passed by a simple majority of the votes cast in respect of the resolution by those Members entitled to vote: (A) in person at a duly constituted general meeting, or (B) by Electronic Means in accordance with these Bylaws, or (C) by combined total of the votes cast in person at a general meeting and the votes cast by Electronic Means; or

a resolution that has been submitted to the Members and consented to in writing by not less than the threshold required by the *Society Act*, and an Ordinary Resolution approved by any one or more of these methods is effective as though passed at a general meeting of the Society; "**Organization**" means an association, corporation, cooperative, government agency, partnership or society; "**Person**" means a natural person; "**Registered Address**" of a Member or Director means the address of that Person as recorded in the register of Members or the register of Directors; "**Registrar**" means the Registrar of Companies of the Province of British Columbia; "**Secretary**" means a Person elected to the office of secretary in accordance with these Bylaws;

Definition of Special Resolution sub-clauses

(A) in person at a duly constituted general meeting, or (B) by Electronic Means in accordance with these Bylaws, or (C) by combined total of the votes cast in person at a general meeting and the votes cast by Electronic Means; or

"**Treasurer**" means a Person elected to the office of treasurer in accordance with these Bylaws. **Society Act Definitions** Except as otherwise provided, the definitions in the *Society Act* on the date these Bylaws become effective apply to these Bylaws and the Constitution. **1.3 Plural and Singular Forms** In these Bylaws, a word defined in the plural form includes the singular and vice-versa.

2. MEMBERSHIP

2.1 Admission to Membership

Membership in the Society is restricted to the applicants for incorporation and to those Persons and Organizations who are eligible for admission as a Member in accordance with these Bylaws and whose application has been accepted by the Directors by Board Resolution. An Organization that is a Member must designate a Person to exercise the rights of membership on behalf of the Organization by notice in writing delivered to the Address of the Society.

2.2 Classes of Membership

(a) Government Members; (b) Institutional Members; (c) Business Members; and (d) Non-Profit Members.

2.9 Term of Government and Institutional Membership

The term of Government membership is five (5) years, which term will commence on the date of admission of the Member and which will expire at the close of the annual general meeting held in the final year of the Member's term. If, after the conclusion of three (3) years of membership, a Government Member, acting in a reasonable commercial manner, concludes that the Society has not met and will not in future meet the performance expectations envisaged at the time of the Society's incorporation, such Government Member may resign its membership. The term of Business, Non-Profit and Institutional membership is two (2) years, which term will commence on the date of admission of the Member and which will expire at the close of the second annual general meeting after the date of such admission.

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2.16 Cessation of Membership

(a) if a Government Member, upon its resignation pursuant to Bylaw 2.9; (b) upon the expiry of his, her or its term; (c) upon his, her or its expulsion; or (d) upon his or her death or, in the case of an Organization, dissolution.

Membership dues will be payable on an annual basis. **2.13 Compliance with Constitution, Bylaws and Policies** **Every Member will, at all times:**

3. MEETINGS OF MEMBERS

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3.4 Calling of Extraordinary General Meeting

The Society will convene an extraordinary general meeting by providing notice in accordance with the *Society Act* and these Bylaws in any of the following circumstances: (a) at the call of the Chair; (b) when resolved by Board Resolution; or (c) when such a meeting is requisitioned by the Members in accordance with the *Society Act*.

4. PROCEEDINGS AT GENERAL MEETINGS

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4.2 Participation in General Meetings

The Board may determine, in its discretion, to hold any general meeting in whole or in part by Electronic Means. Where a general meeting is conducted using Electronic Means, the Board will ensure that all participants are able to communicate and participate in the meeting adequately and, in particular, that remote participants are able to participate in a manner comparable to participants present in person, if any. Persons participating by permitted Electronic Means are deemed to be present at the general meeting.

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Snippet of Chair and Adjournment sections

The Chair will, subject to a Board Resolution appointing another Person, preside as chair at all general meetings. If at any general meeting the Chair and such alternate Person appointed by a Board Resolution, if any, are not present within 15 minutes after the time appointed for the meeting, the Directors present may choose one of their number to preside as chair at that meeting. If a Person presiding as chair of a general meeting wishes to step down as chair for all or part of that meeting, he or she may designate an alternate to chair such meeting or portion thereof, and upon such designated alternate receiving the consent of a majority of the Members present at such meeting, he or she may preside as chair. **4.9 Adjournment** A general meeting may be adjourned from time to time and from place to place, but no business will be transacted at an adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

5. VOTING BY MEMBERS

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5.2 Entitlement to Vote

Each Member in good standing is entitled to one (1) vote on matters for determination by the Members.

5.3 Voting Methods

(a) by show of hands or voting cards; (b) by written ballot; or (c) by vote conducted by Electronic Means. Where a vote is to be conducted by show of hands or voting cards, and prior to the question being put to a vote, a number of Members equal to not less than 10% of the votes present may request a secret ballot, and where so requested the vote in question will then be conducted by written ballot or other means whereby the tallied votes can be presented anonymously in such a way that it is impossible for the assembly to discern how a given Member voted. **5.4 Voting by Proxy** Voting by proxy is not permitted. **5.5 Special Resolutions to be filed with the Registrar** Any Special Resolution passed in accordance with the Bylaws will be filed with the Registrar in the appropriate form and will not take effect until such Special Resolution is accepted for filing by the Registrar.

6. DIRECTORS

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6.5 Qualifications of Directors

(a) is less than 18 years of age; (b) is an Elected Official or is a Person designated under Bylaw 2.1 to exercise rights of membership on behalf of a Member which is an Organization; (c) has been found by any court, in Canada or elsewhere, to be incapable of managing his or her own affairs; (d) is an undischarged bankrupt; or

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6.7 Term of Office

The term of office of Directors will normally be three (3) years. The Board may by Board Resolution determine that some or all vacant Directors' positions will have a term of less than three (3) years, the length of such term to be determined by the Directors in their discretion. For purposes of calculating the duration of a Director's term of office, the term will be deemed to commence at the close of the annual general meeting at which such Director was elected. If, however, the Director was elected at an extraordinary general meeting his or her term of office will be deemed to have commenced at the close of the annual general meeting next following such extraordinary general meeting. Every Director serving a term of office will retire from office at the close of the annual general meeting in the year in which his or her term expires. **6.8 Consecutive Terms and Term Limits** Directors may be elected for up to six (6) consecutive years, by any combination of terms. A Person who has served as a Director for six (6) consecutive years may not be re-elected for at least one (1) year following the expiry of his or her latest term.

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6.9 Appointment to fill Vacancy

If a Director ceases to hold office before the expiry of his or her term, the Board, by Board Resolution, may appoint a Person qualified in accordance with Bylaw 6.5 to fill the resulting vacancy. The position occupied by a replacement Director will become available for election at the next annual general meeting and each such replacement Director will continue in office until the conclusion of the next annual general meeting unless sooner ceasing to be a Director. The period during which a Person serves as a replacement Director does not count toward the term limits set out above. **6.10** The Members may remove a Director before the expiration of such Director's term of office by Special Resolution and may elect a replacement Director by Ordinary Resolution to serve for the balance of the removed Director's term.

6.11 Ceasing to be a Director

(a) upon the date which is the later of the date of delivering his or her resignation in writing to the Chair or to the Address of the Society and the effective date of the resignation stated therein; (b) upon the expiry of his or her term; (c) upon the date such Person is no longer qualified pursuant to Bylaw 6.5; (d) upon his or her removal; or (e) upon his or her death.

7. POWERS AND RESPONSIBILITIES OF THE BOARD

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7.1 Powers of Directors

(a) all laws affecting the Society; and (b) these Bylaws and the Constitution. Without limiting the generality of the foregoing, the Board will have the power to make expenditures, including grants, gifts and loans, whether or not secured or interest-bearing, in furtherance of the purposes of the Society. The Board will also have the power to enter into trust arrangements or contracts on behalf of the Society in furtherance of the purposes of the Society. **7.2 Remuneration of Directors and Officers and Reimbursement of Expenses** A Director is not entitled to any remuneration for acting as a Director. However, a Director may be reimbursed for all expenses necessarily and reasonably incurred by him or her while engaged in the affairs of the Society, provided that all claims for reimbursement are in accordance with established policies. **7.3 Investment of Property and Standard of Care** If the Board is required to invest funds on behalf of the Society, the Board may invest the property of the Society in any form of property or security in which a prudent investor might invest. The standard of care required of the Directors is that they will exercise the care, skill, diligence and judgment that a prudent investor would exercise in making investments in light of the purposes and distribution requirements of the Society. The Board may establish further policies related to the investment of the society's funds and property, provided that such policies are not contrary to the *Society Act* or these Bylaws.

8. PROCEEDINGS OF THE BOARD

**Procedure of Meetings**

8.1 Procedure of Meetings

(a) (b) make banking arrangements; (c) appoint an auditor to hold office until the first annual general meeting; and (d) transact any other business. Subsequent meetings of the Board may be held at any time and place determined by the Board, provided that two (2) days' notice of such meeting will be sent to each Director. However, no formal notice will be necessary if all Directors were present at the preceding meeting when the time and place of the meeting were determined or are present at the meeting or waive notice thereof in writing or give a prior verbal waiver to the Secretary. **8.2 Participation by Electronic Means** The Board may determine, in its discretion, to hold any meeting or meetings of the Board whole or in part by Electronic Means.

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8.4 Director Conflict of Interest

(b) will disclose fully and promptly to the other directors the nature and extent of his or her interest in the contract, transaction or matter; (c) is not entitled to vote on the contract, transaction or matter; (d) will absent himself or herself from the meeting or portion thereof: * at which the contract, transaction or matter is discussed, unless requested by the Board to remain to provide relevant information; and * In any case, during the vote on the contract, transaction or matter; and

8.5 Chair of Meetings

The Chair will, subject to a Board Resolution appointing another Person, preside as chair at all meetings of the Board. If at any meeting of the Board the Chair and such alternate Person appointed by a Board Resolution, if any, are not present within 15 minutes after the time appointed for the meeting or requests that he or she not chair that meeting, the Directors present may choose one of their number to chair that meeting. **8.6 Alternate Chair** If the Person presiding as chair of a meeting of the Board wishes to step down as chair for all or part of that meeting, he or she may designate an alternate to chair such meeting or portion thereof, and upon such designated alternate receiving the consent of a majority of the Directors present at such meeting, he or she may preside as chair. **Calling of Meetings**

8.8 Notice

For the purposes of the first meeting of the Board held immediately following the appointment or election of a Director or Directors at an annual or other general meeting, or for the purposes of a meeting of the Board at which a Director is appointed to fill a vacancy in the Board, it is not necessary to give notice of the meeting to the newly elected or appointed Director or Directors for the meeting to be properly constituted.

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8.10 Procedure for Voting

Voting will be by show of hands or voice vote recorded by the secretary of the meeting except that, at the request of any one Director, a secret vote by written ballot will be required. A Board Resolution may be in two or more counterparts which together will be deemed to constitute one resolution in writing. Such resolution will be filed with minutes of the proceedings of the Board and will be deemed to be passed on the date stated therein or, in the absence of such a date being stated, on the latest date stated on any counterpart.

9. OFFICERS

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9.2 Election of Officers

At the first meeting of the Board and at each meeting of the Board immediately following an annual general meeting, the Board will elect the officers. **9.3 Term of Officer** The term of office for each officer will be one (1) year, commencing on the date the Director is elected as an officer in accordance with Bylaw 9.2 and continuing until the first meeting of the Board held after the next following annual general meeting. A Director may be elected as an officer for consecutive terms.

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9.8 Duties of Treasurer

The Treasurer will be responsible for making the necessary arrangements for: (a) the keeping of such financial records, reports and returns, including books of account, as are necessary to comply with the *Society Act* and the *Income Tax Act*; and (b) the rendering of financial statements to the Directors, Members and others, when required.

10. COMMITTEES

10.1 Creation and Delegation to Committees

**Creation and Delegation to Committees** The Board may create such standing and special committees as may from time to time be required. Any such committee will limit its activities to the purpose or purposes for which it is appointed and will have no powers except those specifically conferred by a Board Resolution. The Board may delegate any, but not all, of its powers to committees which may be in whole or in part composed of Directors as it thinks fit.

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10.3 Terms of Reference and Rules

In the event the Board decides to create a committee, it must establish Terms of Reference for such committee. A committee, in the exercise of the powers delegated to it, will conform to any rules that may from time to time be imposed by the Board in the Terms of Reference or otherwise, and will report every act or thing done in exercise of those powers at the next meeting of the Board held after it has been done, or at such other time or times as the Board may determine. **10.4 Meetings** The members of a committee may meet and adjourn as they think proper and meetings of the committees will be governed *mutatis mutandis* by the rules set out in these Bylaws governing proceedings of the Board.

11.2 Execution of Instruments

and all contracts, documents and instruments in writing so signed will be binding upon the Society without any further authorization or formality. The Board will have power from time to time by Board Resolution to appoint any officer or officers, or any Person or Persons, on behalf of the Society either to sign contracts, documents and instruments in writing generally or to sign specific contracts, documents or instruments in writing.

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13.7 Attendance at Annual General Meetings

**13.7 Attendance at Annual General Meetings** The auditor may attend general meetings. **14. NOTICES**

13. AUDITOR

13.1 Audit Required

**Audit Required** The Society is required to be audited and the Society will appoint an external auditor with the qualifications described in section 42 of the *Society Act*. **13.2 First Auditor** If the Society wishes to appoint an auditor prior to its first annual general meeting, that auditor will be appointed by the Board, which will also fill any vacancy occurring in the office of auditor. An auditor will be appointed at an annual general meeting to hold office until such auditor is reappointed at a subsequent annual general meeting or a successor is appointed in accordance with the procedures set out in the *Society Act*.

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14.2 Method of Giving Notice

A notice may be given to a Member or a Director either personally, by delivery, courier or by mail posted to such Person's Registered Address, or, where the member has provided a fax number or electronic mail address, by fax or electronic mail, respectively. A notice sent by mail will be deemed to have been given on the day following that on which the notice was posted. In proving that notice has been given, it is sufficient to prove the notice was properly addressed and put in a Canadian Government post office receptacle with adequate postage affixed, provided that if, between the time of posting and the deemed giving of the notice, a mail strike or other labour dispute which might reasonably be expected to delay the delivery of such notice by the mails occurs, then such notice will only be effective when actually received. Any notice delivered personally, by delivery or courier, facsimile, or electronic mail will be deemed to have been given on the day it was so delivered or sent. If a number of days' notice or a notice extending over any other period is required to be given, the day the notice is given or deemed to have been given and the day on which the event for which notice is given will not be counted in the number of days required.

15. MISCELLANEOUS

**15. MISCELLANEOUS** **Inspection of Records**

15.1 Inspection of Records

The documents, including the financial and accounting records, of the Society and the minutes of general meetings, committee meetings and meetings of the Board will be open to the inspection of any Director at reasonable times and on reasonable notice to the Secretary. A Member in good standing is entitled, upon providing not less than fourteen (14) days' notice to the Society, to examine any of the following documents and records of the Society at the Address of the Society during the Society's normal business hours: * the Constitution and these Bylaws, and any amendments thereto; * the minutes of any general meeting; * resolutions of the Members in writing, if any; * annual financial statements relating to a past fiscal year that have been received by the Members in a general meeting; * register of Directors; and

* register of Members, subject, in the Board's discretion, to redaction to protect personal information, as required by law. Except as expressly provided by statute or at law, a Member will not be entitled or have the right to examine or inspect any other document or record of the Society. However, subject to such policies as the Board may establish, a Member in good standing may request, in writing delivered to the Address of the Society, to examine any other document or record of the Society and the Board may allow the Member to examine the document or a copy thereof, in whole or in part and subject to such redaction as the Board deems necessary, all in the Board's sole discretion. Copies of documents to which a Member is entitled or otherwise allowed to examine may be provided on request by the Member for a reasonable production fee to be determined by the Board.

15.2 Participation in Meetings

**15.2 Participation in Meetings** The Board may, in its discretion, determine to hold any general meeting or meeting of the Board, and a committee may, in its discretion, determine to hold any meeting of that committee, to allow for participation, whether wholly or in part, by Electronic Means. Members, Directors, or Persons participating by Electronic Means in any such meeting will be deemed to be present in person at the stated location of such meeting. **16. INDEMNIFICATION** **Indemnification of an Eligible Party**

16.1 Indemnification of an Eligible Party

Subject to Bylaw 16.4 and the provisions of the *Society Act*, an Eligible Party will be indemnified by the Society against all costs, charges and expenses, including legal and other fees, actually and reasonably incurred in connection with any legal proceeding or investigative action, whether current, threatened, pending or completed, to which that Eligible Party, by reason of his or her holding or having held authority within the Society: (a) is or may be joined as a party to such legal proceeding or investigative action; or (b) is or may be liable for or in respect of a judgment, penalty or fine awarded or imposed in, or an amount paid in settlement of, such legal proceeding or investigative action. Notwithstanding Bylaw 16.1, the Society may, in its discretion, determine whether or not to indemnify an Eligible Party to the extent he or she is liable for or in respect of expenses by reason of holding or having held a position in a subsidiary, if any, of the Society, which position is equivalent to the position of an Eligible Party in the Society itself.

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action may be advanced by the Society prior to the final disposition thereof, in the discretion of the Board, and upon receipt of an undertaking satisfactory in form and amount to the Board by or on behalf of the Eligible Party to repay such amount unless it is ultimately determined that the Eligible Party is entitled to indemnification hereunder. Notwithstanding Bylaws 16.1 and 16.2, the Society must not indemnify an Eligible Party against any costs, charges and expenses, including legal and other fees, incurred in connection with any legal proceeding or investigative action, if such Eligible Party:

has already been reimbursed for such expenses;
has been judged by a court, in Canada or elsewhere, or by another competent authority to have committed any fault or to have omitted to do anything that he or she ought to have done;
in relation to the subject matter of the legal proceeding or investigative action, did not act honestly and in good faith with a view to the best interests of the Society or any subsidiary of the Society; or
in the case of a legal proceeding other than a civil proceeding, did not have reasonable grounds for believing that his or her conduct, in respect of which the legal proceeding or investigative action was brought, was lawful.

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