Mortgage-Backed Securities Issuer Association

MORTGAGE-BACKED SECURITIES ISSUER ASSOCIATION

ASSOCIATION DES EMETTEURS DE TITRES HYPOTHECAIRES

 (Hereinafter called the “Association")

BY‑LAW NO. 1
September 18, 2014  

A  BY‑LAW RELATING GENERALLY

TO THE CONDUCT OF THE AFFAIRS OF THE ASSOCIATION

ARTICLE ONE ‑ INTERPRETATION

1.1    Definitions ‑ In this By‑law and all other by‑laws of the Association, unless the context  otherwise requires:

  1.  “Act” means the Canada Not-For-Profit Corporations Act, S.C. 2009, c.23 including any Regulations made pursuant to the Act, and any statute or Regulations that may be substituted, as amended from time to time;
  2. “articles” means the original or restated articles of incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement or revival of the Association;
  3. “board” means the board of directors of the Association;
  4. "business day" means any day other than a Saturday, Sunday or official public holiday in provinces or territories of Canada.
  5. “by-law” means this by-law and any other by-laws of the Association as amended and which are, from time to time, in force and effect;
  6. “director” means a member of the board;
  7. “meeting of members” includes an annual meetings of members or special meetings of members;
  8. “member” means a member in good standing of the Association and “members” or “membership” means the collective membership of the Association;
  9. “officer” means an officer of the Association;
  10. “operating policies” means the operating policies approved by the board in accordance with section 2.8 of this by-law.
  11. “ordinary resolution” means a resolution passed by a majority of not less than 50% plus 1 of the votes cast on that resolution;
  12. “proposal” means a proposal submitted by a member of the Association that meets the requirements of section 163 (Shareholder Proposals) of the Act;
  13. “Regulations” means the regulations made under the Act, as amended, restated or in effect from time to time;
  14.  “Representative” means an individual appointed by a Member in accordance with section 3.1.1.
  15. “special resolution” means a resolution passed by a majority of not less than two-thirds (2/3) of the votes cast on that resolution.

1.2    Interpretation ‑ In the interpretation of this by-law, words in the singular include the plural and vice-versa, "may" is construed as permissive, "shall" is construed as imperative, words in one gender include all genders and "person" includes an individual, sole proprietorship, body corporate, partnership, trust, natural person and unincorporated organization.  Other than as specified above, words and expressions defined in the Act have the same meanings when used in these by-laws.  If any of the provisions contained in the by-laws are inconsistent with those contained in the articles or the Act, the provisions contained in the articles or the Act, as the case may be, shall prevail.

ARTICLE TWO ‑ BUSINESS OF THE ASSOCIATION

2.2    Financial Year ‑ The financial year end of the Association shall be determined by ordinary resolution of the board of directors.

2.3    Annual Financial Statements - The Association may, instead of sending copies of the annual financial statements and other documents referred to in subsection 172(1) (Annual Financial Statements) of the Act to the members, send a notice, by regular post or electronic means, to its members that the annual financial statements and documents provided in subsection 172(1) are available on the Association’s website and may be downloaded and are available at the registered office of the Association and any member may, on request, obtain a copy free of charge at the registered office or by prepaid mail.

2.4    Public Accountant and Level of Financial Review - In accordance with the Act, the Members shall, by Ordinary Resolution at each annual meeting, appoint a public accountant to hold office until the next following annual meeting. The public accountant must conduct an audit of the Corporation’s financial statements and must meet the qualifications in the Act, including being independent of the Corporation and its affiliates, as well as the Directors and Officers of the Corporation and its affiliates. The Directors may fill any casual vacancy in the office of the public accountant to hold office until the next following annual meeting. The remuneration of the public accountant may be fixed by Ordinary Resolution of the Members, or if not so fixed, shall be fixed by the Board.

2.5   Execution of Documents - Deeds, transfers, assignments, contracts and obligations of the Association shall be signed by any two Directors. Notwithstanding this, the Board may at any time and from time to time direct the manner in which and the person or persons by whom any particular deed, transfer, contract or obligation or any class of deeds, transfers, contract or obligations may be signed. Any business transaction greater than one thousand dollars requires approval of the Board. The seal of the Association when required may be affixed to contracts, documents and instruments in writing as aforesaid or by any officer or officers appointed by resolution of the Board.

2.6  Banking Arrangements - The banking business of the Association shall be transacted with such banks, trust companies or other financial institutions as may from time to time be designated by or under the authority of the Board. Such banking business or any part thereof shall be transacted under agreement, instructions and delegations of powers as the Board may by resolution from time to time authorize.

2.7   Rules of Procedure - Procedures at all meetings of Members, the Board and Committees shall be determined by reference to the current version of Wainberg's Rules of Order, however it be named.

2.8   Operating Policies - The Board may adopt, amend, or repeal by resolution such operating policies that are not inconsistent with the by-laws of the Association relating to such matters as terms of reference of committees, duties of officers, board code of conduct and conflict of interest as well as procedural and other requirements relating to the by-laws as the board may deem appropriate from time to time.  Any operating policy adopted by the board will continue to have force and effect until amended, repealed, or replaced by a subsequent resolution of the Board.

ARTICLE THREE ‑ MEMBERSHIP

3.1   Classes and Conditions of Membership - Subject to the articles, there shall be one class of members in the Association.  Membership in the Association shall be available to any company or other body politic which issues or may issue from time to time securities backed by mortgages as part of an operating business, and who have applied for and been accepted into membership in the Association 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, speak, participate and vote at all meetings of the members of the Association.
3.1.1        Each Member shall notify the Association in writing of the name of the individual designated by the Member to act as its Representative and to vote on its behalf within thirty (30) days of becoming a Member.  A Member may change its Representative by written notice to the Association, provided such notice is given at least fourteen (14) days in advance of any meeting of Members

3.2    Affiliates ‑ The Board may approve categories of Affiliates as further described in the Association’s Operating Policies.  Affiliates shall not be Members of the Association and shall have no voting privileges in the Association. Upon payment of the appropriate fee, Affiliates shall have the privileges set out in the Operating Policies.

3.3   Obligations of Members and Affiliates ‑ Every Member and Affiliate shall comply with the By‑laws and any rules, regulations and operating policies of the Association as may be determined by the Board from time to time and which are sanctioned by the Members at a meeting called for that purpose.

3.4    Fees, Dues, etc. ‑ The amount of fees or dues that may be assessed to Members or Affiliates shall be determined by the Board from time to time and shall be due and payable in advance from time to time as the Board may decide.

3.5   Termination of Membership – The membership of any Member or Affiliate may be terminated upon the happening of any of the following events:
  1. upon delivery of written notification of resignation as Member or Affiliate to the Secretary or other officer of the Association, such resignation to be effective upon the date specified in the notice;
  2. upon failure to pay annual fees, dues or other assessments when they are due; or
  3. a two-thirds majority vote by the Board of Directors.

The Board may suspend or remove any Member from the Association for any one or more of the following grounds:

  1. violating any provision of the Articles, By-laws, or Operating Policies of the Association;
  2. carrying out any conduct which may be detrimental to the Association as determined by the Board in its sole discretion; and/or
  3. for any other reason that the Board in its sole and absolute discretion considers to be reasonable, having regard to the purposes of the Association.

In the event that the Board proposes that a Member should be expelled or suspended from membership in the Association, the Chair of the Board shall provide twenty (20) days notice of suspension or removal to the Member and shall provide reasons for the proposed suspension or removal.  The Member may make written submissions to the Chair of the Board in response to the notice received within such twenty (20) day period. In the event that no written submissions are received by the Chair of the Board, he/she may proceed to notify the Member that the Member is suspended or removed from membership in the Association.  Where written submissions are received in accordance with this section, the Board will consider such submissions in arriving at a final decision and shall notify the Member concerning such final decision within a further twenty (20) days from the date of receipt of the submissions.

3.5.1        Continuing Obligations ‑ Termination of membership for whatever reason shall not relieve a Member or Affiliate from paying to the Association any obligations arising before the effective date of termination membership.

ARTICLE FOUR ‑ MEETINGS OF MEMBERS

4.1   Members Meetings Held by Electronic Means

(a)   Any person entitled to attend a meeting of Members may participate in the meeting by means of such telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting, if the Association makes available such a communication facility and the meeting complies with the requirements in the Act and the Regulations.  A person participating in a meeting by such means is deemed to be present at the meeting.

(b)   Notwithstanding clause (a), if the Directors or Members of the Association call a meeting of Members, those Directors or Members, as the case may be, may determine that the meeting be held, in accordance with the Act and the Regulations, entirely by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting.

(c)    Any person participating in a meeting of Members by means of a telephonic, electronic or other communication facility and entitled to vote at such meeting, may vote using the communication facility that the Association has made available for that purpose.  When a vote is to be taken at a meeting of Members, the voting may be carried out by means of a telephonic, electronic or other communication facility only if that facility enables the votes to be gathered in a manner that permits their subsequent verification; and permits the tallied votes to be presented to the Association without it being possible for the Association to identify how each Member voted

4.2   Annual Meeting ‑ The Annual meeting of Members shall be held on such day and at such time in the year and at such place as the Board may from time to time determine. An annual meeting of Members shall be held at such time in each year, as the Board may from time to time determine, provided that the annual meeting must be held not later than fifteen (15) months after holding the preceding annual meeting and no later than six (6) months after the end of the Association’s preceding fiscal year.  The annual meeting shall be held for the purpose of considering the financial statements and reports of the Association required by the Act to be presented at the meeting, electing Directors, appointing the public accountant and transacting such other business as may properly be brought before the meeting or is required under the Act.

4.2.1        Place of Annual Meetings - Subject to compliance with section 159 (Place of Members' Meetings) of the Act, meetings of the Members may be held at any place within Canada determined by the Board or, if all of the Members entitled to vote at such meeting so agree, outside Canada.

4.2.2        Business at Annual Meeting ‑ The Annual Meeting shall be held for the purposes of

(a)   receiving the report of the Board,
(b)   receiving the financial statements and auditor's report;
(c)    appointing auditors for the ensuing year;
(d)    transacting any such other business as may properly be brought before the meeting; and
(e)    election of Directors.

4.3   Special Meetings ‑ The Board may at any time call a special meeting of Members for the transaction of any business which may properly be brought before the Members.  On written requisition by Members carrying not less than five percent (5%) of the votes that may be cast at a meeting of Members sought to be held, the Board shall call a special meeting of Members, unless the exceptions in the Act are met.  If the Directors do not call a meeting within twenty-one (21) days of receiving the requisition, any Member who signed the requisition may call the meeting.

4.3.1  Special Business - All business transacted at a special meeting of Members and all business transacted at an annual meeting of Members, except consideration of the financial statements, public accountant’s report, election of Directors and re-appointment of the incumbent public accountant, is special business.

4.4   Notice of Meetings ‑ In accordance with and subject to the Act, notice of the time and place of a meeting of Members shall be given to each Member entitled to vote at the meeting by the following means:

(a)   by mail, courier or personal delivery to each Member entitled to vote at the meeting, during a period of 21 to 60 days before the day on which the meeting is to be held; or

(b)  by telephonic, electronic or other communication facility to 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.

            Where the Association provides notice electronically, as referred to in section 4.4(b), and if a Member requests that notice be given by non-electronic means, the Corporation shall give notice of the meeting to the Member so requesting in the manner set out in section 4.4(a).

            Notice of a meeting of Members shall also be given to each Director and to the public accountant of the Association during a period of 21 to 60 days before the day on which the meeting is to be held. Notice of any meeting of Members at which special business is to be transacted shall state the nature of that business in sufficient detail to permit the Member to form a reasoned judgment on the business and provide the text of any Special Resolution or By-law to be submitted to the meeting. The Directors may fix a record date for determination of Members entitled to receive notice of any meeting of Members in accordance with the requirements of section 161 of the Act. Subject to the Act, a notice of meeting of Members provided by the Association shall include any Proposal submitted to the Association under section 4.16.

            Notice of a Special Meeting of Members shall state: 

          (a)  the nature of the business to be transacted at the meeting in sufficient detail to permit the Members to form a reasoned judgment thereon; and

          (b)  the text of any special resolution or by‑law to be submitted to the meeting

A Member entitled to attend a meeting of Members may in any manner and at any time waive notice of or otherwise consent to a meeting of Members. 

4.5   Waiving Notice - A Member and any other person entitled to attend a meeting of Members may in any manner and at any time waive notice of a meeting of Members, and attendance of any such person at a meeting of Members is a waiver of notice of the meeting, except where such person 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.

4.6   Persons Entitled to be Present - The only persons entitled to be present at a meeting of Members shall be those entitled to vote at the meeting, the Directors, the Officers and the public accountant of the Association and such other persons who are entitled or required under any provision of the Act, Articles or By-laws of the Association to be present at the meeting.  Any other person may be admitted only on the invitation of the chair of the meeting or by Ordinary Resolution of the Members. 

4.7   Proxies ‑ Every Member entitled to vote at a meeting of Members may appoint a proxyholder, or one or more alternate proxyholders, who need not be Members, to attend and act at the meeting in the manner and to the extent authorized by the proxy and with the authority conferred by it subject to the following:

(a)  a proxy is valid only at the meeting in respect of which it is given or at a continuation of the meeting after an adjournment;

(b)  a Member may revoke a proxy by depositing an instrument in writing executed by the Member in accordance with the Regulations;

(c)   a proxyholder or an alternate proxyholder has the same rights as the Member by whom they were appointed, including the right to speak at a meeting of Members in respect of any matter, to vote by way of ballot at the meeting, to demand a ballot at the meeting and, except where a proxyholder or alternate proxyholder has conflicting instructions from more than one Member, to vote at the meeting by way of a show of hands;

(d)  a proxy shall be in writing, executed by the Member or such Member’s attorney and shall conform with the requirements of the Regulations; and

(e)  votes by proxy shall be collected, counted and reported in such manner as the chair of the meeting directs.

4.7.1    Deposit of Proxies ‑ The Board of Directors may fix a time not exceeding 48 hours, excluding Saturdays, Sundays and holidays, prior to any Meeting of Members before which time proxies must be deposited with the Association in an original form or by acceptable electronic means and any such period of time established shall be specified in the notice calling the meeting. If no time is established, proxies may be deposited with the Secretary of the meeting before any vote is cast under its authority.

4.8  Absentee Voting by Mailed-in Ballot or Electronic Ballot - A Member entitled to vote at a meeting of Members may vote by mailed-in ballot or may vote by means of a telephonic, electronic or other communication facility if the Association has prescribed by Operating Policies the procedures for collecting, counting, and reporting the results of any vote that enable the votes to be gathered in a manner that permits their subsequent verification, and permit the tallied votes to be presented to the Association without it being possible for the Association to identify how each Member voted.

4.9   Right to Vote ‑ At any Meeting of Members, every Member in good standing of the Association, shall be entitled to one vote on each matter before the meeting, if present in person or by proxy.

4.10  Votes to Govern ‑ All questions proposed for consideration shall be decided by a majority of votes duly cast. In the case of a tie, the chair of the meeting shall not be entitled to a second or casting vote.

4.11  Method of Voting ‑ At all Meetings of Members, every question shall be decided by a show of hands unless a poll is required or demanded.

4.11.1  Voting  by Show of Hands ‑ Whenever a vote by show of hands shall have been taken upon a question, and unless a ballot thereon is required or demanded, a declaration by the chair of the meeting that the vote upon the question has been carried or has been carried by a particular majority or has not been carried, and an entry to that effect in the minutes of the meeting, shall be prima facie evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against any resolution or other proceeding in respect of the said questions and the result of the vote so taken shall be the decision of the Association upon the said question.

4.11.2    Voting by Ballot ‑ Any ballot required or demanded shall be taken in such manner as the chair shall direct. Upon a ballot, each Member in good standing who is present or represented by Proxy shall be entitled to one vote. The result of the ballot so taken shall be the decision of the Association upon the said question. A demand for a ballot may be withdrawn at any time prior to the taking of the ballot.

4.12  Quorum ‑ Subject to the Act, a quorum at any meeting of the Members shall be five (5) Members.   If a quorum is present at the opening of a meeting of Members, the Members present may proceed with the business of the meeting even if a quorum is not present throughout the meeting. For the purpose of determining quorum, a Member may be present in person, by proxy or by telephonic and/or by other electronic means.

4.13 Chair ‑ The Chair shall preside at all Meetings of Members. In the absence of the Chair, the Vice‑Chair shall preside at all Meetings of Members and, if  neither of the said officers are present within fifteen minutes after the time appointed for the holding of the meeting, those present and entitled to vote shall choose a chair from amongst themselves. In the event that those present are to choose a chair, this shall be done in accordance with the procedures for voting as set out herein. The Secretary, if present, shall act as provisional chair until such time as a proper chair has been selected.

4.14  Secretary ‑ The Secretary of the Association shall act as Secretary at any Meeting of Members.  In the absence of the Secretary, the chair of the meeting shall appoint a person, who need not be a Member, to act as Secretary of the Meeting.

4.15 Proposals at Annual Meetings - Subject to compliance with section 163 of the Act, a Member entitled to vote at an annual meeting may submit to the Association notice of any matter that the Member proposes to raise at the annual meeting (a “Proposal”).  Any such Proposal may include nominations for the election of Directors if the Proposal is signed by not less than five per cent (5%) of the Members entitled to vote at the meeting.  Subject to the Act, the Association shall include the Proposal in the notice of meeting and if so requested by the Member, shall also include a statement by the Member in support of the Proposal and the name and address of the Member.  The Member who submitted the Proposal shall pay the cost of including the Proposal and any statement in the notice of meeting at which the Proposal is to be presented unless otherwise provided by Ordinary Resolution of the Members present at the meeting.

4.16 Resolution in Lieu of Meeting - A resolution in writing and signed by all of the Members entitled to vote on that resolution at a meeting of Members is as valid as if it had been passed at a meeting of the Members, unless a written statement is submitted to the Association by a Director or by the public accountant in relation to their resignation, removal or replacement.  A copy of every resolution of the Members shall be kept with the minutes of meetings of Members.

ARTICLE FIVE ‑ NOTICES

5.1  Method of Giving Any Notice - Any notice (which term includes any communication or document), other than notice of a meeting of members or a meeting of the board of directors, to be given (which term includes sent, delivered or served) pursuant to the Act, the articles, the by-laws or otherwise to the Association, a member, director, officer or member of a committee of the board or to the public accountant shall be sufficiently given:

a)  if delivered personally to the person to whom it is to be given or if delivered to such person's address as shown in the records of the Association or in the case of notice to a director to the latest address as shown in the last notice that was filed by the Association in accordance with section 128 (Notice of directors) or 134 (Notice of change of directors) and received by Corporations Canada;

b)  if mailed to such person at such person's recorded address by prepaid ordinary or air mail;

c)   if sent to such person by telephonic, electronic or other communication facility at such person's recorded address for that purpose; or

d)  if provided in the form of an electronic document in accordance with Part 17 of the Act.

5.2   Notice Deemed to be Delivered - A notice so delivered shall be deemed to have been given when it is delivered personally or to the recorded address as aforesaid; a notice so mailed shall be deemed to have been given when deposited in a post office or public letter box; and a notice so sent by any means of transmitted or recorded communication shall be deemed to have been given when dispatched or delivered to the appropriate communication company or agency or its representative for dispatch.  The secretary may change or cause to be changed the recorded address of any member, director, officer, public accountant or member of a committee of the board in accordance with any information believed by the secretary to be reliable.  The declaration by the secretary that notice has been given pursuant to this by-law shall be sufficient and conclusive evidence of the giving of such notice.  The signature of any director or officer of the Association to any notice or other document to be given by the Association may be written, stamped, type-written or printed or partly written, stamped, type-written or printed.

5.3  Computation of Time - In computing the date when notice must be given under any provision requiring a specified number of days' notice of any meeting or other event, the date of the service, posting or delivery of the notice shall be excluded and the date of the meeting or other event for which notice is given shall be included. 

5.4   Errors and Omissions - The accidental omission to give any notice to any member, director, officer, member of a committee of the board or public accountant, or the non-receipt of any notice by any such person where the Association has provided notice in accordance with the by-laws or any error in any notice not affecting its substance shall not invalidate any action taken at any meeting to which the notice pertained or otherwise founded on such notice.

5.5    Waiver of Notice - Any member, proxyholder, director, officer, member of a committee of the board or public accountant may waive or abridge the time for any notice required to be given to such person, and such waiver or abridgement, whether given before or after the meeting or other event of which notice is required to be given shall cure any default in the giving or in the time of such notice, as the case may be.  Any such waiver or abridgement shall be in writing except a waiver of notice of a meeting of members or of the board or of a committee of the board, which may be given in any manner.  Attendance of a director at a meeting of the board or a committee of the board, and of a member, proxyholder, or any other person entitled to attend a meeting of members, shall be deemed to be a waiver of notice of the meeting except where such member, proxyholder, director or other person, as the case may be, attends for the express purpose of objecting to the transaction of any business at a meeting on the grounds that the meeting has not been lawfully called.

ARTICLE SIX – DIRECTORS

6.1  Power to Manage – Subject to the Act and the articles, the affairs of the Association shall be managed by the board of directors.

6.2  Number of Directors - The board shall consist of the number of directors specified in the articles. If the articles provide for a minimum and maximum number of directors, the board shall be comprised of the fixed number of directors as determined from time to time by the members by ordinary resolution or, if the ordinary resolution empowers the directors to determine the number, by resolution of the board.  At least two of the Directors shall not be Officers or employees of the Association or its affiliates.

6.3  Qualification - Each director shall be an individual who is not less than eighteen (18) years of age.  Each director shall be a representative of a member of the Association.  No person who has been declared by a court in Canada or elsewhere to be incapable or who has the status of a bankrupt shall be a director.        

6.4   Election and Term of Office of Directors - Subject to the articles, directors shall be elected by the members by ordinary resolution at an annual meeting of members at which an election of directors is required.  The directors shall be elected to hold office for a term expiring not later than the close of the next annual meeting of members following the election.  If directors are not elected at a meeting of members, the incumbent directors shall continue in office until their successors are elected and directors shall be eligible for re-election without limitation.

6.5   Appointment of Directors - Pursuant to the Articles, following the conclusion of the annual general meeting of Members each year, the Board may appoint Directors (the “appointed Directors”) to hold office for a term expiring not later than the close of the next annual meeting of Members. The number of appointed Directors shall not exceed one-third (1/3) of the number of Directors elected by the Members at the previous annual meeting of Members.

6.6   Quorum – A majority of the directors in office shall be necessary to constitute a quorum for the transaction of business at any meeting of the board. For the purpose of determining quorum, a director may be present in person, or, if authorized under this by-law, by teleconference and/or by other electronic means.

6.7  Vacation of Office - The office of director shall be vacated upon the occurrence of any of the following events:

(a)   the director dies;
(b)   upon the resignation of office by delivering a written notice of resignation to the secretary of the Association; or(b)        upon ceasing to be eligible as a director pursuant to the Act; or
(c)    upon his removal by an ordinary resolution of the members present at a meeting of members; or

(d)   upon ceasing to be a member for whatever reason.

6.8   Filling Vacancies - In accordance with and subject to the Act and the articles, where a vacancy occurs on the board, a quorum of the directors then in office may appoint a person to fill the vacancy for the remainder of the term, except a vacancy resulting from an increase in the number or the minimum or maximum number of directors, or from a failure of the members.  If there is not a quorum of directors or if there has been a failure to elect the number of directors as prescribed by section 6.2, the directors then in office shall forthwith call a special meeting of members to fill the vacancy and, if they fail to call a meeting or if there are no directors then in office, the meeting may be called by any member.  A Director appointed or elected to fill a vacancy holds office for the unexpired term of their predecessor.

6.9  Calling of Meetings - Meetings of the board may be called by the chair, the vice-chair or any two (2) directors at any time.

6.10  Regular Meetings of the Board of Directors - The board may appoint a day or days in any month or months for regular meetings of the board at a place and hour to be named. A copy of any resolution of the board fixing the place and time of such regular meetings of the board shall be sent to each director forthwith after being passed, but no other notice shall be required for any such regular meeting except if notice is required to be given because a matter referred to in subsection 138(2) of the Act, is to be dealt with at the meetings.

6.11  Participation at Meetings - A director may, if all of the board consents, participate in a meeting of directors by means of telephonic, electronic or other communications facility which permits all persons participating in the meeting to communicate adequately with each other during the meeting.  A director participating by such means shall be deemed for the purposes of the Act to have been present at that meeting.  A consent pursuant to this section may be given before or after the meeting to which it relates and may be given with respect to all meetings of the board and committees of the board.

6.12  Place of Meetings - Meetings of the board may be held at the offices of the Association, or if the board so determines and all directors absent consent, at any place other place within or outside Canada.

6.13  Chair - The chair, or in the absence of the chair, the vice-chair, shall be chair of any meeting of directors; if no such officer be present at the time appointed for the meeting, the directors shall choose one of their number to be chair.

6.14  Votes to Govern at Meetings of the Board of Directors - At all meetings of the board, every question shall be decided by a majority of the votes cast on the question.  In case of an equality of votes, the chair of the meeting in addition to an original vote shall not have a second or casting vote, and the motion shall be defeated.

6.15  Resolution in Lieu of Meeting - A resolution in writing, signed by all the directors entitled to vote thereon at a duly held meeting of the board or committee of the directors, is as valid as if it had been passed at a meeting of the board or a committee of directors.  A copy of every such resolution in writing shall be kept with the minutes of the proceedings of the board of directors.

6.16  Notice of Meeting of Board of Directors - Notice of the time and place for the holding of a meeting of the board shall be given in the manner provided in sections 5.1 and 5.2 to every director of the Association not less than two (2) business days before the time when the meeting is to be held.  Notice of a meeting shall not be necessary if all of the directors are present, and none objects to the holding of the meeting, or if those absent have waived notice of or have otherwise signified their consent to the holding of such meeting.  Notice of an adjourned meeting is not required if the time and place of the adjourned meeting is announced at the original meeting. Unless the by-law otherwise provides, no notice of meeting need specify the purpose or the business to be transacted at the meeting except that a notice of meeting of directors shall specify any matter referred to in subsection 138(2) (Limits on Authority) of the Act that is to be dealt with at the meeting.

6.17   Dissent at Meeting - Subject to the Act, a Director who is present at a Board meeting or a meeting of a committee of Directors is deemed to have consented to any resolution passed or action taken at the meeting unless:

(a)    the Director requests a dissent to be entered in the minutes of the meeting; or

(b)    the Director sends a written dissent to the secretary of the meeting before the meeting is adjourned; or

(c)    the Director sends a dissent to the Chair of the Board by registered mail or delivers it to the registered office of the Association  immediately after the meeting is adjourned;

provided that a Director who votes for or consents to a resolution may not dissent. 

6.18   Dissent of Absent Director - A Director who was not present at a meeting at which a resolution was passed or action taken is deemed to have consented to the resolution or action unless, within seven (7) days after becoming aware of the resolution or action, the Director:

(a)   causes a dissent to be placed with the minutes of the meeting; or

(b)   sends a dissent to the Chair of the Board by registered mail or delivers it to the registered office of the Association.

6.19  Delegation - Subject to the Act, the Board may appoint from their number a managing director or a committee of Directors (which may be referred to as an executive committee) and delegate to the managing director or committee any of the powers of the Board, except those which may not be delegated by the Board pursuant to subsection 138(2) of the Act. Unless otherwise determined by the Board, such a committee shall have the power to fix its quorum at not less than a majority of its members, to elect its chair and to otherwise regulate its procedure. 

6.20  Conflict of Interest - Every director and officer shall disclose to the Association the nature and extent of any interest that the director or officer has in a material contract or material transaction, whether made or proposed, with the Association, in accordance with the manner and timing provided in section 141 of the Act.

6.21  Confidentiality - Every Director, Officer, committee member, employee and volunteer, shall respect the confidentiality of matters brought before the Board or before any committee of the Board. Employees and volunteers shall also keep confidential matters that come to their attention as part of their employment or volunteer activities.

ARTICLE SEVEN – OFFICERS AND EMPLOYEES

7.1  Appointment and Election of Officers - The board may designate the offices of the Association, appoint or elect officers on an annual or more frequent basis, specify their duties and, subject to the Act, delegate to such officers the power to manage the affairs of the Association. A director may be appointed to any office of the Association. .

The directors shall elect annually from among themselves a chair, vice-chair, secretary and a treasurer and such other officers as the board may determine.  An officer must be a director. Two or more offices may be held by the same person, save that the Chair may not hold the office of treasurer or secretary.

7.1.1  Description of Offices - Unless otherwise specified by the board (which may, subject to the Act modify, restrict or supplement such duties and powers), the offices of the Association, if designated and if officers are appointed, shall have the following duties and powers associated with the positions:

 

a)  Chair – The chair shall be a director.  The chair shall be the chief executive officer of the Association having general supervision over its affairs, subject to the authority of the board.  The board may prescribe additional powers and duties of the chair.

b)  Vice-Chair – The vice-chair shall be a director.  During the absence or inability of the chair to act, his duties shall be performed and the powers exercised by the vice-chair.  The vice-chair shall have such other powers as the board or chair may prescribe.

c)   Secretary - The secretary shall give or cause to be given, as and when instructed, all notices to members and directors and shall attend and be the secretary of all meetings of members and directors and shall enter or cause to be entered in books kept for that purpose minutes of all proceedings, thereat.  The secretary shall keep or cause to be kept the stamp or mechanical device used for affixing the seal of the Association and of all books, papers, records, documents and other instruments belonging to the Association, except when some officer or agent has been appointed by the board for that purpose.  The secretary shall act as the Association’s archivist, preserving all records and other instruments of historical interest, and perform such other duties as the board may prescribe.

d)  Treasurer - The treasurer shall be responsible for the maintenance of proper accounting records in compliance with the Act as well as the deposit of money, the safekeeping of securities and the disbursement of funds of the Association; whenever required, the treasurer shall render to the board an account of all such person’s transactions as treasurer and of the financial position of the Association.  For greater certainty, pursuant to subsection 7.4.1 the board may authorize the treasurer from time to time to appoint agents or attorneys for the Association to assist the treasurer with fulfilling the foregoing responsibilities. 

7.1.2   Variation of Duties - The powers and duties of all other officers of the Corporation shall be such as the terms of their engagement call for or the board or president requires of them. The board may from time to time and subject to the Act, vary, add to or limit the powers and duties of any officer.

7.2   Powers and Duties of Officers - The powers and duties of officers of the Association shall be such as the terms of their engagement call for or the board or chair requires of them.  The board may from time to time and subject to the Act, vary, add to or limit the powers and duties of any officer.

7.3   Agents and Attorneys - Subject to the by-laws, the board may authorize any officer from time to time to appoint agents or attorneys for the Association in or out of Canada with such powers of management, administration or otherwise as the board considers fit.

7.4   Vacancy in Office - In the absence of a written agreement to the contrary, the board may remove, whether for cause or without cause, any officer of the Association.  Unless so removed, an officer shall hold office until the earlier of:

(a)        the officer's successor being appointed,

(b)        the officer's resignation,

(c)        such officer ceasing to be a director (if a necessary qualification of appointment); or

(d)       such officer's death.

If the office of any officer of the Association shall be or become vacant, the directors may, by resolution, appoint a person to fill such vacancy.

7.5  Terms of Employment and Remuneration ‑ The terms of employment and remuneration of other officers, agents and any permanent employees appointed by the Board shall be settled by it from time to time. Each such person shall hold office until a successor is duly appointed or written notification of resignation is received by the Secretary of the Association, provided however, that the Board may remove, at its pleasure, any person so appointed. Except as provided in Article 9.1 of this By-law, the President, Vice-President, Treasurer and Secretary shall not be eligible for remuneration.

7.6  Fidelity Bonds ‑ The Board may require such officers, employees and agents of the Association as the Board deems advisable to furnish bonds for the faithful discharge of their duties, in such form and with such surety as the Board may from time to time prescribe.

ARTICLE EIGHT ‑ COMMITTEES

8.1   Committees ‑ The board may from time to time appoint any committee or other advisory body, as it deems necessary or appropriate for such purposes and, subject to the Act, with such powers as the board shall see fit.  Any such committee may formulate its own rules of procedure, subject to such regulations or directions as the board may from time to time make. Any committee member may be removed by resolution of the board of directors.  Members of committees shall not receive any remuneration for their services nor reimbursement of their out-of-pocket expenses in attending committee meetings.

ARTICLE NINE ‑ REMUNERATION AND INDEMNIFICATION

9.1   Remuneration ‑ Nothing contained herein shall preclude any Directors from serving the Association in any other capacity and receiving remuneration therefor. In addition, Directors may be paid such sums in respect of their out‑of‑pocket expenses incurred in attending board, committee or Members’ meetings or otherwise in respect of the performance by them of their duties as the Board may from time to time determine.

9.2    Remuneration of Officers, Agents and Employees - Subject to the articles, the directors of the Association may fix the reasonable remuneration of the officers, agents, attorneys and employees of the Association and may delegate any or all of this function as it determines to be appropriate. However, no officer who is also a director shall be entitled to receive remuneration for acting as a director.  Any officer, committee member, agent or attorney or employee of the Association may receive reimbursement for their expenses incurred on behalf of the Association in their respective capacities as an officer, committee member, agent, attorney or employee, subject to any policy in this regard that may be adopted by the board from time to time.

9.3    Limitation of Liability ‑ No director or officer shall be liable for the acts, receipts, neglects or defaults of any other director or officer or employee, or for joining in any receipt or other act for conformity, or for any loss, damage or expense happening to the Association through the insufficiency or deficiency of title to any property acquired for or on behalf of the Association, or for the insufficiency or deficiency of any security in or upon which any of the money of the Association shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortuous acts of any person with whom any of the money, securities or effects of the Association shall be deposited, or for any loss occasioned by any error of judgment or oversight on the director or officer's part, or for any other loss, damage or misfortune which shall happen in the execution of such person's duties of office, unless the same are occasioned by the director or officer's own wilful neglect or default or otherwise result from the director or officer's failure to act in accordance with the Act and the Regulations.

9.4   Indemnification - The Association shall provide present and former directors or officers with the indemnification described in section 151 of the Act.

9.5   Insurance - Subject to the Act, the Association may purchase and maintain insurance for the benefit of any person entitled to be indemnified by the Association pursuant to the immediately preceding subsection as the board may determine from time to time against any liability incurred by the individual:

(a)                in the individual’s capacity as a director or an officer of the Association; or

(b)               in the individual’s capacity as a director or an officer, or in a similar capacity, of another entity, if the individual acts or acted in that capacity at the Association’s request.

ARTICLE TEN ‑ AMENDMENT TO BY‑LAWS

10.1   Amendment of Articles - The articles of the Association may only be amended if the amendment is confirmed by a special resolution of the members. Any amendment to the articles is effective on the date shown in the certificate of amendment.

10.2   By-law Confirmation - In accordance with the Articles and subject to the Act, any By-law, amendment or repeal of a By-law shall require confirmation by Special Resolution of the Members.

10.3   Effective Date of Board Initiated By-law, Amendment or Repeal - Subject to the articles and section 10.4, the board of directors may, by resolution, make, amend or repeal any by-laws that regulate the activities or affairs of the Association. Any such by-law, amendment or repeal shall be effective from the date of the resolution of directors until the next meeting of members where it may be confirmed, rejected or amended by the members by resolution. If the by-law, amendment or repeal is confirmed or confirmed as amended by the members it remains effective in the form in which it was confirmed. The by-law, amendment or repeal ceases to have effect if it is not submitted to the members at the next meeting of members or if it is rejected by the members at the meeting.

10.4  Effective Date of By-law, Amendment or Repeal under Subsection 197(1) - A by-law made, amended or repealed under subsection 197(1) is effective from the date of the special resolution of members approving such by-law, amendment or repeal and need not be submitted to the board for approval.

10.5   Invalidity of any Provisions of this By-law - The invalidity or unenforceability of any provision of this by-law shall not affect the validity or enforceability of the remaining provisions of this by-law.

10.6   Effective Date - This by-law is effective upon the issuance of a Certificate of Continuance of the Association by the federal Government under the Canada Not-for-Profit Corporations Act and approval of the by-law by special resolution of the members.

ENACTED by the directors of the Association this 17th day of July, 2014.

 Signed :    Chair of the Board & Secretary        

APPROVED by the members of the Association this 18th day of September, 2014.

Signed:       Secretary

Mortgage-Backed Securities Issuer Association - 21 St. Clair Avenue East, Suite 802, Toronto, ON M4T 1L9
TEL: (416) 921-4060| FAX (416) 967-6320 | info@mbsia.ca|www.mbsia.org

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