1. In this By-law and in all other By-laws of the Fund, unless the context otherwise requires:
1.1 "Act" means the Canada Not-For-Profit Corporations Act, S.C. 2009, c.23 including the Regulations made pursuant to the Act, and any statute or regulations that may be substituted, as amended from time to time;
1.2 "Articles" means the original or restated articles of incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement or revival of the Fund;
1.3 "Board" means the Board of Directors of the Fund;
1.4 "By-laws" means this By-law and any other by-law of the Fund as amended and which are, from time to time, in force and effect;
1.5 "Director" means a member of the Board;
1.6 “Federal Council” means the Federal Council (or successor body as it may be named) of the Green Party of Canada (as constituted on Thursday, September 1, 1988, at Camp Kwomais, White Rock, B.C.) and as is set out in the Constitution of the Green Party of Canada. For further certainty, for the purposes of this By-law, the Federal Council only includes voting members of such body;
1.7 “Green Party of Canada” or “GPC”, means the Green Party of Canada Unincorporated Association registered as a Registered Party with Elections Canada;
1.8 "Meeting of Members" includes an annual meeting of members or a Special Meeting of Members (as defined in 1.9); "Special Meeting" includes a meeting of any class or classes of Members and a special meeting of all Members entitled to vote at an annual meeting of Members;
1.9 "Member" means an individual that meets the requirements for membership of the GPC Fund as set out in Article 12 of this By-law, and has been accepted into membership in the Fund by resolution of the Board or in such other manner as may be determined by the Board. For further certainty, for the purposes of this By-law, Members are only voting members of Federal Council;
1.10 "Officer" means any one or more persons, respectively, who have been appointed as officers of the Fund in accordance with the By-laws;
1.11 "Ordinary Resolution" means a resolution passed by a majority (i.e. more than 50%) of the votes cast on that resolution;
1.12 "Proposal" means a proposal submitted by a Member of the Fund that meets the requirements of the Act;
1.13 "Regulations" means the regulations made under the Act, as amended, restated or in effect from time to time;
1.14 "Special Resolution" means a resolution passed by a majority of not less than two-thirds (2/3) of the votes cast on that resolution.

In the interpretation of this By-law, words in the singular include the plural and vice-versa, words in one gender include all genders, and “person” includes an individual, body corporate, partnership, trust and unincorporated organization.

The Fund is the Chief Agent of the Green Party of Canada and the Federal Council's agent/treasurer. The Fund is the execution and implementation body for financial and legal matters on Federal Council's behalf. To conform to election law, it is the Fund that is the employer of any staff of the Green Party of Canada; the holder of Central Party contracts for the Green Party of Canada; the recipient, borrower, and spender of Central Party funds in the name of the Green Party of Canada, on behalf of the Green Party of Canada; and the provider of operational services in support of the Green Party of Canada.

Unless changed in accordance with the Act, the head office of the Fund shall be in the City of Ottawa, in the Province of Ontario.

The Board shall see that all necessary books and records of the Fund required by the By-laws or by any applicable statute or law are regularly and properly kept.

Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring execution by the Fund may be signed by any two (2) Officers. In addition, the Board may from time to time direct the manner in which and the person or persons by whom a particular document or type of document shall be executed. Any person authorized to sign any document may affix the corporate seal (if any) to the document. Any signing officer may certify a copy of any instrument, resolution, by-law or other document of the Fund to be a true copy thereof.

The financial year end of the Fund shall be December 31st or as determined by the Board. Pursuant to the Act, the annual meeting of Members shall be held within six (6) months of the financial year end of the Fund.

The banking business of the Fund shall be transacted at such bank, trust company or other firm or Fund carrying on a banking business in Canada or elsewhere as the Board may designate, appoint or authorize from time to time by resolution. The banking business or any part of it shall be transacted by an Officer or Officers of the Fund and/or other persons as the Board may by resolution from time to time designate, direct or authorize.

The Directors of the Fund may not, without authorization of the Members,
9.1. borrow money on the credit of the Fund;
9.2. issue, reissue, sell, pledge or hypothecate debt obligations of the Fund;
9.3. give a guarantee on behalf of; and
9.4. mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the Fund, owned or subsequently acquired, to secure any debt obligation of the Fund.

The Fund may, instead of sending copies of the annual financial statements and other documents referred to in subsection 172(1) of the Act to the Members, publish a notice to its Members stating that the annual financial statements and documents provided in subsection 172(1) are available at the registered office of the Fund and any Member may, on request, obtain a copy free of charge at the registered office, by prepaid mail or by email.

Subject to the Articles, there shall be one class of Members in the Fund. Membership in the Fund shall be available only to individuals who are members of the Federal Council. When an individual becomes a member of the Federal Council, within the meaning of Article 1.6 of these By-laws, they shall, if legally eligible, automatically become a Member of the Fund without further action or confirmation required. Each Member shall be entitled to receive notice of, attend and vote at all meetings of the Members of the Fund.
Pursuant to subsection 197(1) (Fundamental Changes) of the Act, a Special Resolution of the members is required to make any amendments to this section of the By-laws if those amendments affect membership rights and/or conditions described in paragraphs 197(1)(e), (h), (l) or (m).

There shall be no membership fees or dues unless otherwise directed by the Board.

A membership in the Fund is terminated when:
13.1. the Member dies;
13.2. a Member fails to maintain any qualifications for membership described in the section on membership conditions of these By-laws;
13.3. the Member resigns by delivering a written resignation to a Chair of the Board, by letter, email or other format, in which case such resignation shall be effective on the date specified in the resignation;
13.4. the Member is expelled in accordance with any discipline of Members section or is otherwise terminated in accordance with the Articles or By-laws;
13.5. the Member is no longer a member of the Federal Council;
13.6. the Fund is liquidated or dissolved under the Act.

Subject to the Articles, upon any termination of membership, the rights of the Member, including any rights in the property of the Fund, automatically cease to exist.

15.1. The Board shall have the authority to suspend a Member until the next Meeting of the Members following such suspension:
(a) violating any provision of the Articles, By-laws, the rules and policies of the Green Party of Canada, or other written policies of the Fund;
(b) carrying out any conduct which may be detrimental to the Fund as determined by the Members in their sole discretion;
(c) for any other reason that the Members in their sole and absolute discretion considers to be reasonable, having regard to the purpose of the Fund.

In the event that the Members determine that a Member should be expelled or suspended from membership in the Fund, the Chair, or such other Officer as may be designated by the Members, shall provide twenty (20) days notice of suspension or expulsion to the Member and shall provide reasons for the proposed suspension or expulsion. The Member may make written submissions to the Chair, or such other Director as may be designated by the Members, in response to the notice received within such twenty (20) day period. In the event that no written submissions are received the Chair, or such other Director as may be designated by the Members, may proceed to notify the Member that the Member is suspended or expelled from membership in the Fund. If written submissions are received in accordance with this section, the Members 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. The Members’ decision shall be final and binding on the Member, without any further right of appeal.

15.2 The Members shall have authority to suspend or expel any Member from the Fund for any one or more of the following grounds:
(a) violating any provision of the Articles, By-laws, the rules and policies of the Green Party of Canada, or other written policies of the Fund;
(b) carrying out any conduct which may be detrimental to the Fund as determined by the Members in their sole discretion,;
(c) for any other reason that the Members in their sole and absolute discretion considers to be reasonable, having regard to the purpose of the Fund.

In the event that the Members determine that a Member should be expelled or suspended from membership in the Fund, the Chair, or such other Officer as may be designated by the Members, shall provide twenty (20) days notice of suspension or expulsion to the Member and shall provide reasons for the proposed suspension or expulsion. The Member may make written submissions to the Chair, or such other Director as may be designated by the Members, in response to the notice received within such twenty (20) day period. In the event that no written submissions are received by the Chair or such other Director as may be designated by the Members, may proceed to notify the Member that the Member is suspended or expelled from membership in the Fund. If written submissions are received in accordance with this section, the Members 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. The Members’ decision shall be final and binding on the Member, without any further right of appeal.

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A membership may only be transferred to the Fund. Pursuant to Section 197(1) (Fundamental Changes) of the Act, a Special Resolution of the Members is required to make any amendment to add, change or delete this section of the By-laws.

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:
17.1. by mail, courier or personal delivery to each Member entitled to vote at the meeting, not less than 21 and not more than 60 days before the day on which the meeting is to be held; or
17.2. by telephonic, electronic or other communication facility to each Member entitled to vote at the meeting, during a period of 21 to 35 days before the day on which the meeting is to be held.

Pursuant to subsection 197(1) (Fundamental Changes) of the Act, a Special Resolution of the Members is required to make any amendment to the By-laws of the Fund to change the manner of giving notice to Members entitled to vote at a Meeting of Members.

The Board shall call a Special Meeting of Members in accordance with the Act, on written requisition of Members carrying the signatures of not less than 3 members. 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.

Absentee voting by proxy or mail-in ballot is not permitted. Pursuant to the Act, a Member entitled to vote at a Meeting of Members may vote by means of a telephonic, electronic or other communication facility if the Fund has a system that:
20.1 enables the votes to be gathered in a manner that permits their subsequent verification, and
20.2 permits the tallied votes to be presented to the Fund without it being possible for the Fund to identify how each Member voted.

Pursuant to subsection 197(1) (Fundamental Changes) of the Act, a Special Resolution of the Members is required to make any amendment to the By-laws of the Fund to change the above method of voting by Members not in attendance at a Meeting of Members.

Subject to compliance with the Act, meetings of the Members may be held at any place within Canada or outside Canada determined by the Board.

The only persons entitled to be present at a Meeting of Members shall be those entitled to vote at the meeting, the Directors, the public accountant of the Fund, Officers of the Fund, and such other persons who are entitled or required under any provision of the Act, Articles or By-laws of the Fund to be present at the meeting. Members of the Green Party of Canada may be invited as observers to both Annual and Special Meeting of Members. Any other person may be admitted only on the invitation of the Chair of the meeting or by resolution of the Members.

In the event that the Chair of the Board is absent, the Members who are present and entitled to vote at the meeting shall choose one of their number to chair the meeting.

A quorum at any Meeting of Members (unless a greater number of Members are required to be present by the Act) shall be a majority of the Members entitled to vote at the meeting. 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.

At any Meeting of Members every question shall, unless otherwise provided by the Articles or By-laws or by the Act, be determined by an Ordinary Resolution.

Unless otherwise required by the Act or the Articles, questions arising at any meeting of the members shall be decided by a consensus of the Members present. A consensus will be considered to have been reached when no Member objects to the question on the floor of the meeting. Should the Chair determine, after a reasonable effort to achieve consensus has been made, that a consensus will not be reached regarding a particular question then the Chair shall refer the question to be decided by a majority of the votes cast on the question in accordance with section 26.2 and section 26.3. The Chair may vote at the first instance. In case of an equality of votes, the motion will fail.

In the event that a vote is to be taken pursuant to section 26.1, subject to the Act and except in the case of a meeting held by electronic means, the question shall be decided by a show of hands unless a ballot has been demanded by a Member entitled to vote at the meeting or otherwise required. Unless a ballot is demanded, a declaration by the chair of the meeting as to whether or not the question or motion has been carried and an entry to that effect in the minutes of the meeting shall, in the absence of evidence to the contrary, be evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the motion. Notwithstanding the foregoing, any vote may be held entirely by means of a telephonic, an electronic or other communication facility, if the Fund makes available such a communication facility in accordance with section 27.

In the event that a vote is to be taken pursuant to Section 26.1, subject to the Act and except in the case of a meeting held by electronic means, the question shall be decided by a show of hands unless a ballot has been demanded by a Member entitled to vote at the meeting or otherwise required. Unless a ballot is demanded, a declaration by the chair of the meeting as to whether or not the question or motion has been carried and an entry to that effect in the minutes of the meeting shall, in the absence of evidence to the contrary, be evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the motion. Notwithstanding the foregoing, any vote may be held entirely by means of a telephonic, an electronic or other communication facility, if the Fund makes available such a communication facility in accordance with section 27.

If the Fund chooses to make available a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during a Meeting of Members, any person entitled to attend such meeting may participate in the meeting by means of such telephonic, electronic or other communication facility in the manner provided by the Act. A person participating in a meeting by such means is deemed to be present at the meeting. Notwithstanding any other provision of this By-law, any person participating in a Meeting of Members pursuant to this section who is entitled to vote at that meeting may vote, in accordance with the Act, by means of any telephonic, electronic or other communication facility that the Fund has made available for that purpose.

If the Directors or Members of the Fund call a Meeting of Members pursuant to the Act, those Directors or Members, as the case may be, may determine that the meeting shall 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.

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.

Each Director shall be an individual who is at least 18 years of age, has not been found by a court in Canada or elsewhere to be mentally incompetent, does not have the status of a bankrupt, is in full agreement with the governing documents of the Fund, must have been a member in good standing of the GPC for at least three months, has no debts owed to the Fund, has not been an employee of the Fund for at least two (2) years, and has no criminal record. At least two of the Directors must not be Officers of the Fund or be officers or employees of the Fund’s affiliates. At all times at least 50% of the Board must not be Members of the Fund.

Subject only to the Act and the Articles, only persons who are nominated in accordance with the following procedures shall be eligible for election as Directors of the Fund. Nominations of persons for election to the Board may be made at any annual meeting of Members, or at any special meeting of Members if one of the purposes for which the special meeting was called is the election of Directors:
31.1. by or at the direction of the Board, including pursuant to a notice of meeting, in accordance with such nomination policies of the Fund that may be in place from time to time;
31.2. by or at the direction or request of one or more Members pursuant to a proposal made in accordance with the Act, or a requisition of the Members made in accordance with the Act; or.
31.3. by any person who intends to nominate from the floor at a Members meeting (“Nominating Member”): (A) who, at the close of business on the date of the giving of the notice provided for below and on the record date for notice of such meeting, is entered in the Fund’ membership records being entitled to vote at such meeting; and (B) who complies with the notice procedures set forth below.
31.3.1. Timely Notice - In addition to any other applicable requirements, for a nomination to be made by a Nominating Member, the Nominating Member must have given timely notice in proper written form to the Secretary of the Fund at the registered office of the Fund. To be timely, a Nominating Member’s notice to the Secretary of the Fund must be made:
31.3.1.1. in the case of an annual meeting of Members, not less than 30 nor more than 65 days prior to the date of the annual meeting of Members; provided, however, that in the event that the annual meeting of Members is to be held on a date that is less than 50 days after the date (the Notice Date) on which notice of the annual meeting was made, notice by the Nominating Member may be made not later than the close of business on the tenth (10th) day following the Notice Date; and
31.3.1.2. in the case of a special meeting (which is not also an annual meeting) of Members called for the purpose of electing Directors (whether or not called for other purposes), not later than the close of business on the fifteenth (15th) day following the day on which the first public announcement of the date of the special meeting of Members was made;
in no event shall any adjournment or postponement of a meeting of Members or the announcement thereof commence a new time period for the giving of a Nominating Member’s notice as described above
31.3.2. Proper Form - To be in proper written form, a Nominating Member’s notice to the Secretary must set forth:
31.3.2.1. as to each person whom the Nominating Member proposes to nominate for election as a Director: (A) the name and address of the person; (B) the principal occupation or employment of the person; and (C) any other information confirming that the person meets all of the qualification requirements of Directors set out in the By-laws of the o and such other applicable policies of the Fund; and
31.3.2.2. as to the Nominating Member giving the notice, (A) the name residential address of the person; (B) the principal occupation or employment of the person; (C) the class of membership of the person of the Fund, if applicable; and (D) confirmation that the person has the right to vote at the meeting of Members where election is to be held;
provided that the Fund may also require any proposed nominee to furnish such other information, including a written consent to act, as may reasonably be required by the Fund to determine the eligibility of such proposed nominee to serve as a Director of the Fund.
31.3.3. Eligibility - No person shall be eligible for election as a Director of the Fund unless nominated in accordance with the provisions of this Section 6.08; provided, however, that nothing in this Section 6.08 shall be deemed to preclude discussion by a Member (as distinct from the nomination of Directors) at a meeting of Members of any matter in respect of which it would have been entitled to submit a proposal pursuant to the Act. The chair of the meeting shall have the power and duty to determine whether a nomination was made in accordance with the procedures set out in this Section 6.08 and, if any proposed nomination is not in compliance, to declare that such defective nomination shall be disregarded.
31.3.4. Delivery of Notice - Notwithstanding any other provision of this By-law, notice given to the Secretary of the Fund pursuant to this Section 6.08 may only be given by personal delivery, facsimile transmission or by email (at such email address as stipulated from time to time by the Secretary of the Fund for purposes of this notice), and shall be deemed to have been given and made only at the time it is served by personal delivery, email (at the aforesaid address) or sent by facsimile transmission (provided that receipt of confirmation of such transmission has been received) to the Secretary at the address of the registered office of the Fund; provided that if such delivery or electronic communication is made on a day which is a not a business day or later than 5:00 p.m. (in the jurisdiction of the Fund's head office) on a day which is a business day, then such delivery or electronic communication shall be deemed to have been made on the subsequent day that is a business day.
31.4. Notwithstanding the foregoing, the Board may, in its sole discretion, waive any requirement in this Section.

Subject to the Articles, Directors shall be elected by the Members by Ordinary Resolution at each annual meeting of Members at which an election of Directors is required.

Directors shall be elected by the Members at the annual meeting of the Members of the Fund. Directors shall be elected to hold office for a term expiring not later than the close of the second annual Meeting of Members following their election. It is not necessary that all Directors elected at a Meeting of Members hold office for the same term. As much as possible, the Directors shall be elected and shall retire in rotation as determined by the Members when the Directors are elected.

The office of Director shall be automatically vacated:
34.1. if a Director resigns by delivering a written resignation, by letter, email or other format, to the Secretary of the Fund;
34.2. if the Director is found by a court to be of unsound mind;
34.3. if the Director becomes bankrupt or suspends payment or compounds with such Director’s creditors;
34.4. if at a Meeting of Members an Ordinary Resolution is passed by the Members present at the meeting that the Director be removed from office;
34.5. on death of the Director;
34.6. if a Director fails to attend a minimum of three consecutive Board meetings or fails to attend all meetings within a calendar year, whichever is the minimum.

Subject to the Act, a quorum of the Board may fill a vacancy in the Board, except a vacancy resulting from an increase in the number of the minimum or maximum number of Directors or from a failure of the Members to elect the number or minimum number of Directors required by the Articles. In the absence of a quorum of the Board, or if the vacancy has arisen from a failure of the Members to elect the minimum number of Directors provided for in the Articles, the Board then in office shall without delay call a Special Meeting of Members to fill the vacancy. If the Board fails to call such meeting or if there are no Directors then in office, any Member may call the meeting.

Meetings of the Board may be called by the Chair or any two (2) Directors at any time. If the Fund has only one Director, that Director may call and constitute a meeting.

Meetings of the Board may be held at any time and place within or outside of Canada to be determined by the Directors.

If a majority of the Directors consent thereto, a Director may participate in a meeting of the Board or a committee of the Board by means of such conference telephone, electronic or other communications facilities as permit all persons participating in the meeting to communicate adequately with each other and a Director participating in a meeting by such means shall be deemed to be present at the meeting.

If the Directors call a meeting of the Board pursuant to the Act, those Directors may determine that the meeting shall 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.

Notice of the time and place for the holding of a meeting of the Board shall be given in the manner provided in this By-law to every Director of the Fund not less than 10 days before the time when the meeting is to be held if sent by mail and not less than 24 hours if sent by telephonic, electronic or other communication facilities, unless all of the Directors consent in writing to waive notice of meetings of the Board for a period not exceeding 12 months from the date of the consent in writing signed by all Directors. Notice of a meeting shall not be necessary if all of the Directors are present, and no one 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. A notice of meeting of Directors need not specify the purpose of or the business to be transacted at the meeting except where the Act requires such purpose or business to be specified, including any proposal to:
40.1. submit to the Members any question or matter requiring the approval of Members;
40.2. fill a vacancy among the Directors or in the office of public accountant or appoint additional Directors;
40.3. issue debt obligations except as authorized by the Directors;
40.4. approve any annual financial statements;
40.5. adopt, amend or repeal by-laws; or
40.6. establish contributions to be made, or dues to be paid by Members.

Notwithstanding the foregoing, provided a quorum of Directors is present, each newly elected Board may without notice hold its first meeting immediately following the Meeting of Members at which such Board is elected.

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 the Act requires the purpose thereof or the business to be transacted to be specified in the notice.

A majority of the Directors in office from time to time, and in any event no less than three Directors, shall constitute a quorum at any meeting of the Board.

In case of an equality of votes either on a show of hands or on a ballot or on the results of electronic voting, if the chair of the meeting did not initially vote when the question was called, the chair of the meeting may call a second vote on the question and may exercise their vote during that second vote. For further certainty, in no case will the chair be permitted to exercise two (2) votes and the chair may only call a second vote if they have chosen, in their discretion, not to exercise their vote when the question was initially called. In addition, nothing in this By-law requires the chair of a meeting to call a second vote in the event of an equality of votes.
44.1. Consensus Decision-Making. Unless otherwise required by the Act or the Articles, questions arising at any meeting of the Board shall be decided by a consensus of the Directors present at the meeting. A consensus will be considered to have been reached when no Director objects to the question on the floor of the meeting. Should the Chair determine, after a reasonable effort to achieve consensus has been made, that a consensus will not be reached regarding a particular question then the Chair shall refer the question to be decided by a majority of the votes cast on the question. In that event, each Director may exercise one (1) vote.

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.

No Director shall directly or indirectly receive any profit from the Director’s position as such, provided that a Director may be reimbursed for reasonable expenses incurred in performing the Director’s duties. A Director shall not be prohibited from receiving compensation for services provided to the Fund..

The Directors may designate the offices of the corporation, appoint as Officers persons of full capacity, specify their duties and delegate to them powers to manage the activities and affairs of the Fund.

Unless otherwise specified by the Board which may, subject to the Act modify, restrict or supplement such duties and powers, the offices of the Fund, if designated and if Officers are appointed, shall have the following duties and powers associated with their positions. Multiple offices may be held by the same person. Officer positions may be remunerated for their services excepting those identified below as not being remunerated.

The Executive Director (ED) of the GPC is also, if appointed, the Executive Director of the Fund, responsible for managing the affairs of the Fund. The Executive Director, if one is appointed, shall supervise the day-to-day operations and administration of the Fund. The Board may delegate to the ED the power to manage or supervise the management of the activities and affairs of the Fund subject subsection 138(2) of the Act. The ED shall, with reasonable timeline, give to the Board all reasonable information it may require regarding the affairs of the Fund to undertake duties as outlined in these By-laws.

If appointed, the Chief Financial Officer (CFO) is responsible for administering the finances of the Fund and the performance of the Chief Agent function of the Fund, including of proper accounting records and financial planning and reporting in compliance with the Act, Canada Elections Act and other laws and regulations, as well as the deposit of money, the safekeeping of securities and the disbursement of funds of the Fund. Any functions and duties of the CFO may be delegated by the Board to the Executive Director of the Fund or other individuals.

The Board shall, from time to time, appoint from their number a Director or Directors to act as Chair or Co-Chairs (elsewhere referenced in the singular). The Chair shall facilitate meetings of the Board and shall, subject to the authority of the Board, have general oversight of the affairs of the Fund. The Chair is authorized to act on behalf of the Board in between Board meetings, unless a motion is passed by the Board revoking or limiting this authorization. The Chair is responsible for calling meetings, moving the business of the Fund forward, and ensuring the Board is performing their duties in good faith and the best interests of the Fund. The Chair’s role is limited by the roles and responsibilities outlined in this By-law and any motions passed by the Board or Members. This position shall not be remunerated for their services, provided that for the purposes of this section, they are entitled to have reimbursed any cost incurred by them in performance of their duties and to receive an annual honorarium as determined by the Board and provided for in the budget.

If appointed, the Secretary shall support the Chair / Co-chairs in maintaining a high standard for Board conduct management. The Secretary, when in attendance, shall be the Secretary of all Meetings of Members, the Board, and committees of the Board and, whether or not the Secretary attends, the Secretary shall enter or cause to be entered in the Funds’ minute book, minutes of all proceedings at such meetings; the Secretary shall give, or cause to be given, as and when instructed, notices to members, Directors, the auditor and members of committees; the Secretary shall be the custodian of the corporate seal as well as all books, papers, records, documents and other instruments belonging to the Fund. Any functions and duties of the Secretary may be delegated by the Board to the Executive Director of the Fund. This position shall not be remunerated for their services, provided that for the purposes of this section, they are entitled to have reimbursed any cost incurred by them in performance of their duties and to receive an annual honorarium as determined by the Board and provided for in the budget.

If appointed, the Treasurer shall, in collaboration with the Executive Director and Director of Finance/Chief Financial Officer, support the Board in achieving its fiduciary duties. The role shall support secure custody of the funds and securities of the Fund and shall ensure full and accurate accounts of all assets, liabilities, receipts and disbursements of the FundCorporationin the books belonging to the FundCorporation. 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 FundCorporation; 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 FundCorporation. Any functions and duties of the Treasurer may be delegated by the Board to the Executive Director of the FundCorporation. This position shall not be remunerated for their services, provided that for the purposes of this Article, they are entitled to have reimbursed any cost incurred by them in performance of their duties and to receive an annual honorarium as determined by the Board and provided for in the budget.

The elected GPC Fund Representative shall be appointed by the Board as a Director of the Fund at the first opportunity. A Director position on the Fund Board will be held for the Fund Representative. The term of that Director’s position shall coincide with the incumbent’s term as Fund Representative. The Fund Representative is responsible for keeping the Fund Board and Federal Council informed of each other’s work, including a fiduciary responsibility to not withhold information from the Board that is material to the Fund’s operations. The Fund Representative does not vote in Fund Board elections or at the Fund AGM. Notwithstanding other provisions of this By-law, should the position of Fund Representative be vacated or the Director be subject to removal for reasons set out in this By-law, the Green Party of Canada Federal Council will be responsible for filling the vacancy. Until such time as the vacancy is filled, the Director acting as Chair of the Board shall assume the Fund Representative’s responsibilities of liaising with Federal Council. This position shall not be remunerated for their services, provided that for the purposes of this Article, they are entitled to have reimbursed any cost incurred by them in performance of their duties and to receive an annual honorarium as determined by the Board and provided for in the budget.

The Board may appoint other offices to perform such duties as shall from time to time be imposed upon them by the Board.

In the absence of a written agreement to the contrary, the Board may remove, whether for cause or without cause, any Officer of the Fund. Unless so removed, an Officer shall hold office until the earlier of:
49.1. the Officer's successor being appointed;
49.2. the Officer's resignation; or
49.3. such Officer's death.

If the office of any Officer of the Fund shall be or become vacant, the Directors may, by resolution, appoint a person to fill such vacancy.

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In compliance with the Canada Not-for-profit Corporations Act, every Director and Officer in exercising their powers and discharging their duties shall act honestly, in good faith, and in the best interests of the Fund.

Every Director or Officer of the Fund or other person who has undertaken or is about to undertake any liability on behalf of the Fund or any corporation controlled by it, and their heirs, executors and administrators, and estate and effects, respectively, shall, so long as they have acted honestly and in good faith, from time to time and at all times be indemnified and saved harmless out of the funds of the Fund from and against:
51.1. all costs, charges and expenses which such Director, Officer or other person sustains or incurs as a result of going about their duties or in or about any action, suit or proceeding which is brought, commenced or prosecuted against such Director, Officer or other person, or in respect of any act, deed, matter or thing whatsoever, made, done or permitted by such Director, Officer or other person, in or about the execution of the duties of such Director's, Officer's or other person's office or in respect of any such liability;
51.2. all other costs, charges and expenses which a Director, Officer or other person sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by such Director's, Officer's or other person's own wilful neglect or default.

In the event an individual requests the advance of funds in order to defend an action, claim, suit or proceeding referenced in this By-law, the Board may approve such advance.

This procedure applies to Members, Directors, Officers, committee members and Fund volunteers.
52.1. In the event that there is a dispute or controversy with a Director or Officer, the issue should be raised with the Chair.
52.2. In the event that there is a dispute or controversy with a Chair, the issue should be raised with the Board or with a co-Chair should there be one.

In the event that a dispute or controversy among Members, Directors, Officers, committee members or volunteers of the Fund arising out of or related to the articles or by-laws, or out of any aspect of the operations of the Fund is not resolved in private meetings between the parties, then without prejudice to or in any other way derogating from the rights of the Members, Directors, Officers, committee members, employees or volunteers of the Fund as set out in the articles, Collective Agreement, by-laws or the Act, and as an alternative to such person instituting a lawsuit or legal action, such dispute or controversy shall be settled by a process of dispute resolution as follows:
53.1. The dispute or controversy shall first be submitted to a panel of mediators whereby the one party appoints one mediator, the other party (or if applicable the Board of the Fund) appoints one mediator, and the two mediators so appointed jointly appoint a third mediator. The three mediators will then meet with the parties in question in an attempt to mediate a resolution between the parties.
53.2. The number of mediators may be reduced from three to one or two upon agreement of the parties.
53.3. If the parties are not successful in resolving the dispute through mediation, then the parties agree that the dispute shall be settled by arbitration before a single arbitrator, who shall not be any one of the mediators referred to above, in accordance with the provincial or territorial legislation governing domestic arbitrations in force in the province or territory where the registered office of the Fund is situated or as otherwise agreed upon by the parties to the dispute. The parties agree that all proceedings relating to arbitration shall be kept confidential and there shall be no disclosure of any kind. The decision of the arbitrator shall be final and binding and shall not be subject to appeal on a question of fact, law or mixed fact and law.
53.4. All costs of the mediators appointed in accordance with this section shall be borne equally by the parties to the dispute or the controversy. All costs of the arbitrators appointed in accordance with this section shall be borne by such parties as may be determined by the arbitrators.

Any notice (which term includes, without limitation, any communication or document or other information) to be given (which term includes, without limitation, sent, delivered, received or served) pursuant to the Act, the Articles, the By-laws or otherwise to a Member, Director, Officer or member of a committee of the Board or to the public accountant shall be sufficiently given:
54.1. 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 Fund or in the case of notice to a Director to the latest address as shown in the last notice that was sent by the Fund in accordance with the Act;
54.2. if mailed to such person at such person's recorded address by prepaid ordinary or air mail;
54.3. if sent to such person by telephonic, electronic or other communication facility at such person's recorded address for that purpose; or
54.4. if provided in the form of an electronic document in accordance with the Act.

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 Fund to any notice or other document to be given by the Fund may be written, stamped, type-written or printed or partly written, stamped, type-written or printed.

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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.

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 Fund 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.

Subject to matters requiring a Special Resolution, this By-law shall be effective when approved by the Board.

Subject to the Articles, the Board may, by resolution, make, amend or repeal any by-laws that regulate the activities or affairs of the Fund. 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 Ordinary 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.
This section does not apply to a By-law amendment that requires a Special Resolution of the Members according to subsection 197(1) (fundamental change) of the Act because such By-law amendments or repeals are only effective when confirmed by Members.

All previous by-laws of the Fund are repealed as of the coming into force of this By-law. Such repeal shall not affect the previous operation of the previous by-laws or affect the validity of any act done or right, privilege, obligation or liability acquired or incurred prior to its repeal.

1. Wow so good

1.1 Test article
1.2 Test article

2.1.1 What about this