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---
layout: default
---
<div class="main-content">
<h1 dir="ltr"><span>By-law No. 1</span></h1>
<p dir="ltr"><span>A by-law relating generally to the conduct of the affairs of</span></p>
<p dir="ltr"> </p>
<h1 dir="ltr"><span>OPEN TELECOM FOUNDATION</span></h1>
<p dir="ltr"><span>(the "Corporation")</span></p>
<p dir="ltr"> </p>
<h1 dir="ltr"><span>Table of contents:</span></h1>
<p dir="ltr"> </p>
<h3 dir="ltr"><a href="#section1"><span>Section 1 - General</a></h3>
<p dir="ltr"><a href="#definition1"><span>1.01 Definition</a></p>
<p dir="ltr"><a href="#open-source-access"><span>1.02 Open Source Access & Distribution</a></p>
<p dir="ltr"><a href="#interpretation"><span>1.03 Interpretation</span><span></span></a></p>
<p dir="ltr"><a href="#corporate-seal"><span>1.04 Corporate Seal</span><span></span></a></p>
<p dir="ltr"><a href="#execution-docs"><span>1.05 Execution of Documents</span><span></span></a></p>
<p dir="ltr"><a href="#financial-year-end"><span>1.06 Financial Year End</span><span></span></a></p>
<p dir="ltr"><a href="#banking-arrangements"><span>1.07 Banking Arrangements</span><span></span></a></p>
<p dir="ltr"><a href="#annual-financial"><span>1.08 Annual Financial Statements</span><span></span></a></p>
<p dir="ltr"> </p>
<h3 dir="ltr"><a href="#section2"><span>Section 2 - Membership – Matters requiring special resolution</span></a></h3>
<p dir="ltr"><a href="#membership-condition"><span>2.01 Membership Condition</span><span></span></a></p>
<p dir="ltr"><a href="#classes-membership"><span>Classes of Membership</span><span></span></a></p>
<p dir="ltr"><a href="#membership-qualifications"><span>Membership Qualifications</span><span></span></a></p>
<p dir="ltr"> </p>
<p dir="ltr"><a href="#platinum"><span><i>A. Platinum Members.</i></span><span></span></a></p>
<p dir="ltr"><a href="#gold"><span><i>B. Gold Members.</i></span><span></span></a></p>
<p dir="ltr"><a href="#silver"><span><i>C. Silver Members.</i></span><span></span></a></p>
<p dir="ltr"> </p>
<p dir="ltr"><a href="#additional-rights"><span>Affiliates; Additional Rights; Limitations on Voting Rights of Members</span><span>7</span></a></p>
<p dir="ltr"><a href="#affiliates"><span>Affiliates.</span><span></span></a></p>
<p dir="ltr"><a href="#additional-rights"><span>Additional Rights and Privileges of Members and Affiliates.</span><span></span></a></p>
<p dir="ltr"><a href="#limitations-on-voting"><span>Limitations on Voting Rights of Members.</span><span></span></a></p>
<p dir="ltr"><a href="#notice-of-meeting-members"><span>2.02 Notice of Meeting of Members</span><span></span></a></p>
<p dir="ltr"><a href="#absentee-voting"><span>2.03 Absentee Voting by Mail Ballot</span><span></span></a></p>
<p dir="ltr"> </p>
<h3 dir="ltr"><a href="#section3"><span>Section 3 - Membership dues, termination and discipline</span><span></span></a></h3>
<p dir="ltr"><a href="#membership-dues"><span>3.01 Membership Dues</span><span></span></a></p>
<p dir="ltr"><a href="#termination-of-membership"><span>3.02 Termination of Membership</span><span></span></a></p>
<p dir="ltr"><a href="#discipline-members"><span>3.03 Discipline of Members</span><span>9</span></a></p>
<p dir="ltr"> </p>
<h3 dir="ltr"><a href="#section4"><span>Section 4 - Meetings of members</span><span></span></a></h3>
<p dir="ltr"><a href="#persons-entitled"><span>4.01 Persons Entitled to be Present</span><span></span></a></p>
<p dir="ltr"><a href="#chair-of-the-meeting"><span>4.02 Chair of the Meeting</span><span></span></a></p>
<p dir="ltr"><a href="#quorum"><span>4.03 Quorum</span><span>11</span></a></p>
<p dir="ltr"><a href="#votes-to-govern"><span>4.04 Votes to Govern</span><span></span></a></p>
<h3 dir="ltr"><a href="#section5"><span>Section 5 - Directors</span><span></span></a></h3>
<p dir="ltr"><a href="#election-term"><span>5.01 Election and Term</span><span></span></a></p>
<p dir="ltr"><a href="#maximum-director"><span>5.02 Maximum Director Numbers to be set by Members</span><span></span></a></p>
<p dir="ltr"><a href="#composition-of-directors"><span>5.03 Composition of Board of Directors; Terms</span><span></span></a></p>
<p dir="ltr"><a href="#platinum-directors"><span>Platinum Directors</span><span></span></a></p>
<p dir="ltr"><a href="#gold-directors"><span>Gold Directors.</span><span></span></a></p>
<p dir="ltr"><a href="#silver-directors"><span>Silver Director.</span><span></span></a></p>
<p dir="ltr"><a href="#oberservers"><span>Observers.</span><span></span></a></p>
<p dir="ltr"> </p>
<h3 dir="ltr"><a href="#section6"><span>Section 6 - Meetings of directors</span><span></span></a></h3>
<p dir="ltr"><a href="#calling-of-meetings"><span>6.01 Calling of Meetings</span><span></span></a></p>
<p dir="ltr"><a href="#notice-of-meeting"><span>6.02 Notice of Meeting</span><span></span></a></p>
<p dir="ltr"><a href="#regular-meetings"><span>6.03 Regular Meetings</span><span></span></a></p>
<p dir="ltr"><a href="#votes-to-govern1"><span>6.04 Votes to Govern</span><span></span></a></p>
<p dir="ltr"><a href="#quorum1"><span>6.05 Quorum</span><span></span></a></p>
<p dir="ltr"><a href="#commitees"><span>6.06 Committees</span><span></span></a></p>
<p dir="ltr"> </p>
<h3 dir="ltr"><a href="#section7"><span>Section 7 - Officers</span><span></span></a></h3>
<p dir="ltr"><a href="#description-of-offices"><span>7.01 Description of Offices</span><span></span></a></p>
<p dir="ltr"><a href="#vacancy-in-office"><span>7.02 Vacancy in Office</span><span></span></a></p>
<p dir="ltr"> </p>
<h3 dir="ltr"><a href="#section8"><span>Section 8 - Notices</span><span></span></a></h3>
<p dir="ltr"><a href="#method-of-notices"><span>8.01 Method of Giving Notices</span><span></span></a></p>
<p dir="ltr"><a href="#invalidity-of-provisions"><span>8.02 Invalidity of any provisions of this by-law</span><span></span></a></p>
<p dir="ltr"><a href="#ommissions-errors"><span>8.03 Omissions and Errors</span><span></span></a></p>
<p dir="ltr"> </p>
<h3 dir="ltr"><a href="#section9"><span>Section 9 - Dispute resolution</span><span></span></a></h3>
<p dir="ltr"><a href="#mediation-arbitration"><span>9.01 Mediation and Arbitration</span><span></span></a></p>
<p dir="ltr"><a href="#dispute-resolution"><span>9.02 Dispute Resolution Mechanism</span><span></span></a></p>
<p dir="ltr"> </p>
<h3 dir="ltr"><a href="#section10"><span>Section 10 - Effective date</span><span></span></a></h3>
<p dir="ltr"><a href="#effective-date"><span>10.01 Effective Date</span><span></span></a></p>
<p dir="ltr"><a href="#schedule-a"><span>Schedule A</span><span></span></a></p>
<p dir="ltr"><a href="#membership-dues"><span>Membership Dues Schedule</span><span></span></a></p>
<p dir="ltr"><a href="#platinum2"><span>Platinum</span><span></span></a></p>
<p dir="ltr"><a href="#gold2"><span>Gold</span><span></span></a></p>
<p dir="ltr"><a href="#silver2"><span>Silver</span><span></span></a><span></span></p>
<p dir="ltr"> </p>
<p dir="ltr"><span>BE IT ENACTED as a by-law of the Corporation as follows:</span></p>
<p><span> </span></p>
<p><span> </span></p>
<p><span> </span></p>
<h1 id="section1"><strong>Section 1 - General</strong></h1>
<p><span> </span></p>
<h2 id="definition1"> 1.01 Definitions</span></h2>
<p> </p>
<p> In this by-law and all other by-laws of the Corporation, unless the context otherwise requires:</span></p>
<p> </p>
<ul>
<li > "</span><strong>Act</strong> " 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;</span></li>
<li > "</span><strong>articles</strong> " means the original or restated articles of incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement or revival of the Corporation;</span></li>
<li > "</span><strong>board</strong> " means the board of directors of the Corporation and "director" means a member of the board;</span></li>
<li > "</span><strong>by-law</strong> " means this by-law and any other by-laws of the Corporation as amended and which are, from time to time, in force and effect;</span></li>
<li > "</span><strong>meeting of members</strong> " includes an annual meeting of members or a special meeting of members; "special meeting of members" 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;</span></li>
<li > "</span><strong>ordinary resolution</strong> " means a resolution passed by a majority (for example more than 50%) of the votes cast on that resolution;</span></li>
<li > "</span><strong>proposal</strong> " means a proposal submitted by a member of the Corporation that meets the requirements of section 163 (Shareholder Proposals) of the Act;</span></li>
<li > "</span><strong>Regulations</strong> " means the regulations made under the Act, as amended, restated or in effect from time to time; and</span></li>
<li > "</span><strong>special resolution</strong> " means a resolution passed by a majority of not less than two-thirds (2/3) of the votes cast on that resolution.</span></li>
<li > “</span><strong>open-source</strong> ” software denotes software for which the original source code is made freely available and may be freely distributed and modified as defined in section 1.02 “Open Source”. </span></li>
</ul>
<h2 id="open-source-access"> 1.02 Open Source Access & Distribution</span></h2>
<p> Open source is fundamental to the purpose of the Corporation. Open source does not simply imply free access to the source code. If order to be recognised as open-source, in the context of the Corporation and its activities, the distribution terms of open-source software must comply with the following criteria:</span></p>
<ul>
<li ><strong>Free Redistribution:</strong> The license shall not restrict any party from selling or giving away the software as a component of an aggregate software distribution containing programs from several different sources. The license shall not require a royalty or other fee for such sale.</span></li>
<li ><strong>Source Code: </strong> The program must include source code, and must allow distribution in source code as well as compiled form. Where some form of a product is not distributed with source code, there must be a well-publicized means of obtaining the source code for no more than a reasonable reproduction cost, preferably downloading via the Internet without charge. The source code must be the preferred form in which a programmer would modify the program. Deliberately obfuscated source code is not allowed. Intermediate forms such as the output of a preprocessor or translator are not allowed.</span></li>
<li ><strong>Derived Works:</strong> The license must allow modifications and derived works, and must allow them to be distributed under the same terms as the license of the original software.</span></li>
<li ><strong>Integrity of The Author's Source Code: </strong> The license may restrict source-code from being distributed in modified form only if the license allows the distribution of "patch files" with the source code for the purpose of modifying the program at build time. The license must explicitly permit distribution of software built from modified source code. The license may require derived works to carry a different name or version number from the original software.</span></li>
<li ><strong>No Discrimination Against Persons or Groups:</strong> The license must not discriminate against any person or group of persons. </span></li>
<li ><strong>No Discrimination Against Fields of Endeavor:</strong> The license must not restrict anyone from making use of the program in a specific field of endeavor. For example, it may not restrict the program from being used in a business, or from being used for genetic research.</span></li>
<li ><strong>Distribution of License:</strong> The rights attached to the program must apply to all to whom the program is redistributed without the need for execution of an additional license by those parties.</span></li>
<li ><strong>License Must Not Be Specific to a Product:</strong> The rights attached to the program must not depend on the program's being part of a particular software distribution. If the program is extracted from that distribution and used or distributed within the terms of the program's license, all parties to whom the program is redistributed should have the same rights as those that are granted in conjunction with the original software distribution.</span></li>
<li ><strong>License Must Not Restrict Other Software:</strong> The license must not place restrictions on other software that is distributed along with the licensed software. For example, the license must not insist that all other programs distributed on the same medium must be open-source software.</span></li>
<li ><strong>License Must Be Technology-Neutral:</strong> No provision of the license may be predicated on any individual technology or style of interface.</span></li>
</ul>
<p> </p>
<h2 id="interpretation"> 1.03 Interpretation</span></h2>
<p> 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.</span></p>
<p> </p>
<p> Other than as specified in 1.01 above, words and expressions defined in the Act have the same meanings when used in these by-laws.</span></p>
<p> </p>
<h2 id="corporate-seal"> 1.04 Corporate Seal</span></h2>
<p> The Corporation may have a corporate seal in the form approved from time to time by the board. If a corporate seal is approved by the board, the secretary of the Corporation shall be the custodian of the corporate seal.</span></p>
<h2 id="execution-docs"> 1.05 Execution of Documents</span></h2>
<p> Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring execution by the Corporation may be signed by any two (2) of its officers or directors. 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 Corporation to be a true copy thereof.</span></p>
<h2 id="financial-year-end"> 1.06 Financial Year End</span></h2>
<p> The financial year end of the Corporation shall be determined by the board of directors.</span></p>
<h2 id="banking-arrangements"> 1.07 Banking Arrangements</span></h2>
<p> The banking business of the Corporation shall be transacted at such bank, trust company or other firm or corporation carrying on a banking business in Canada or elsewhere as the board of directors 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 Corporation and/or other persons as the board of directors may by resolution from time to time designate, direct or authorize.</span></p>
<h2 id="annual-financial"> 1.08 Annual Financial Statements</span></h2>
<p> The Corporation 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, 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 Corporation and any member may, on request, obtain a copy free of charge at the registered office or by prepaid mail.</span></p>
<p> </p>
<p> </p>
<p> </p>
<p> </p>
<h1 id="section2"><strong>Section 2 - Membership – Matters requiring special resolution</strong></h1>
<p> </p>
<h2 id="membership-condition"> 2.01 Membership Condition</span></h2>
<p> </p>
<h3 id="classes-membership"> Classes of Membership</span></h3>
<p> There shall be three classes of voting membership in this corporation, namely: </span></p>
<p> </p>
<ul>
<li><strong><strong>Platinum; </strong> and</span></strong></li>
</ul>
<ul>
<li><strong>Gold; </strong> and</span></li>
</ul>
<ul>
<li><strong>Silver. </strong></li>
</ul>
<p> </p>
<p> As used herein, the term “member” may be used to refer generically to a Platinum Member, Gold Member, or a Silver Member. </span></p>
<p> </p>
<p> The board of directors of the Corporation may, by resolution, approve the admission of the members of the Corporation. Members may also be admitted in such other manner as may be prescribed by the board by resolution. </span></p>
<p> </p>
<p> The term of membership of a all classes voting members shall be annual, subject to renewal in accordance with the policies of the Corporation.</span></p>
<p> </p>
<p> As set out in the articles, each voting member is entitled to receive notice of, attend and vote at all general and special meetings of all members and each such voting member shall be entitled to one (1) vote at such meetings. </span></p>
<p> </p>
<p> Pursuant to </span><a href="#edit#heading=h.7wpsbk8vsffh"> section 5.03</span></a> , in such case that a member is voting for the election of a director, each voting member shall nominate and elect directors in accordance their membership class. Each voting member of a membership class is entitled to receive notice of, attend and vote at all meetings of members of their membership class and each such voting member of their member calls shall be entitled to one (1) vote at such meetings of their membership class. </span></p>
<p> </p>
<h3 id="membership-qualifications"> Membership Qualifications</span></h3>
<p> The following shall be the requirements for membership in each membership class:</span></p>
<h4><strong>A. Platinum Members. </strong></h4>
<p> The Platinum Members shall be individuals and entities that engage in or support the production, manufacture, use, sale, or standardization of open source-based technologies. A Platinum Member shall pay the annual membership dues identified on Schedule A to these Bylaws (the “Membership Dues Schedule”). A Platinum Member shall applied and have been accepted for Platinum Member voting membership in the Corporation. A Platinum Member shall cease to be a member in the event of its resignation or expulsion from this corporation. The term of membership of a Platinum Member voting member shall be annual, subject to renewal in accordance with the policies of the Corporation.</span></p>
<h4><strong>B. Gold Members. </strong></h4>
<p> Gold Members shall be individuals and entities that engage in or support the production, manufacture, use, sale, or standardization of open source-based technologies. A Gold Member shall pay the annual membership dues identified on the Membership Dues Schedule. A Gold Member shall cease to be a member in the event of its resignation or expulsion from this corporation.</span></p>
<h4><strong>C. Silver Members. </strong></h4>
<p> Silver Members shall be individuals and entities that engage in or support the production, manufacture, use, sale, or standardization of open source-based technologies. A Silver Member shall pay the annual membership dues identified on the Membership Dues Schedule. A Silver Member shall cease to be a member in the event of its resignation or expulsion from this corporation.</span></p>
<p> </p>
<h3 id="additional-rights"><strong>Affiliates; Additional Rights; Limitations on Voting Rights of Members</strong></h3>
<h4><strong>Affiliates. </strong></h4>
<p> The Board of Directors may establish one or more classes of individuals or entities associated with this corporation. Such individuals or entities shall be referred to as “</span><strong>Advisors</strong><span >,” “</span><strong>Affiliates</strong><span >,” “</span><strong>Associates</strong><span >,” “</span><strong>Contributors</strong><span >,” or any other title as the Board of Directors deems appropriate (collectively, the “</span><strong>Affiliates</strong><span >”). Notwithstanding the foregoing, no class or classes of Affiliates shall have the right or be entitled to vote (i) in the election of any directors, (ii) on a sale, lease, exchange, or other disposition of all or substantially all of the assets of this corporation, (iii) on a merger of this corporation, (iv) on a dissolution or reorganization of this corporation, (v) on amendments to this corporation’s Articles of Incorporation (the “Articles”) or Bylaws, or (vi) on any other action otherwise requiring the vote of members. </span><strong>Further, Affiliates shall not be or have any of the rights and privileges of voting members as contemplated by </strong><a href="http://laws.justice.gc.ca/eng/acts/c-7.75/page-16.html#h-21"><strong>Sections 152 to 154 </strong></a><strong>of the Act.</strong></p>
<h4><strong>Additional Rights and Privileges of Members and Affiliates. </strong></h4>
<p><span >The Board of Directors may by resolution establish such additional rights, privileges and duties corresponding to each class of Members and Affiliates provided that such rights, privileges, and duties are consistent with the Articles and these Bylaws. </span></p>
<h4><strong>Limitations on Voting Rights of Members. </strong></h4>
<p><span >Except as may be otherwise provided for by resolution of the Board of Directors, no member shall have the right or be entitled to vote (i) on a sale, lease, exchange, or other disposition of all or substantially all of the assets of this corporation, (ii) on a merger of this corporation, (iii) on a dissolution or reorganization of this corporation, or (iv) on amendments to this corporation’s Articles or Bylaws.</span></p>
<p> </p>
<h2 id="notice-of-meeting-members"><span >2.02 Notice of Meeting of Members</span></h2>
<p> </p>
<p><span >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:</span></p>
<p> </p>
<ul>
<li ><span >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</span></li>
<li ><span >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</span></li>
</ul>
<p> </p>
<p><span >Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to the by-laws of the Corporation to change the manner of giving notice to members entitled to vote at a meeting of members.</span></p>
<p> </p>
<h2 id="absentee-voting"><span >2.03 Absentee Voting by Mail Ballot</span></h2>
<p> </p>
<p><span >Pursuant to section 171(1) (Absentee Voting) of the Act, a member entitled to vote at a meeting of members may vote by mailed-in ballot if the Corporation has a system that:</span></p>
<ul>
<li ><span >enables the votes to be gathered in a manner that permits their subsequent verification, and</span></li>
<li ><span >permits the tallied votes to be presented to the Corporation without it being possible for the Corporation to identify how each member voted.</span></li>
</ul>
<p> </p>
<p><span >Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to the by-laws of the Corporation to change this method of voting by members not in attendance at a meeting of members.</span></p>
<p> </p>
<h1 id="section3"><strong>Section 3 - Membership dues, termination and discipline</strong></h1>
<h2><span >3.01 Membership Dues</span></h2>
<p><span >The Membership Dues Schedule may only be amended or revised by a majority vote of the Board of Directors; provided, however, that any such amendment or revision shall not operate retroactively, nor shall any increase take effect until such time as any then-current member becomes obligated to pay its next annual membership dues. The Board of Directors may establish a policy for acceptance of in-kind contributions.</span></p>
<p> </p>
<p><span >Members shall be notified in writing of the membership dues at any time payable by them and, if any are not paid within one (1) calendar month of the membership renewal date, the members in default shall automatically cease to be members of the Corporation.</span></p>
<h2><span >3.02 Termination of Membership</span></h2>
<p><span >A membership in the Corporation is terminated when:</span></p>
<ul>
<li ><span >the member dies, or, in the case of a member that is a corporation, the corporation is dissolved;</span></li>
<li ><span >a member fails to maintain any qualifications for membership described in Section 2.01 of these by-laws;</span></li>
<li ><span >the member resigns by delivering a written resignation to the chair of the board of the Corporation in which case such resignation shall be effective on the date specified in the resignation;</span></li>
<li ><span >the member is expelled in accordance with Section 3.03 below or is otherwise terminated in accordance with the articles or by-laws;</span></li>
<li ><span >the member's term of membership expires; or</span></li>
<li ><span >the Corporation is liquidated or dissolved under the Act.</span></li>
</ul>
<p> </p>
<p><span >Subject to the articles, upon any termination of membership, the rights of the member, including any rights in the property of the Corporation, automatically cease to exist.</span></p>
<h2><span >3.03 Discipline of Members</span></h2>
<p><span >The board shall have authority to suspend or expel any member from the Corporation for any one or more of the following grounds:</span></p>
<ul>
<li ><span >violating any provision of the articles, by-laws, or written policies of the Corporation;</span></li>
<li ><span >carrying out any conduct which may be detrimental to the Corporation as determined by the board in its sole discretion;</span></li>
<li ><span >for any other reason that the board in its sole and absolute discretion considers to be reasonable, having regard to the purpose of the Corporation.</span></li>
</ul>
<p> </p>
<p><span >In the event that the board determines that a member should be expelled or suspended from membership in the Corporation, the president, or such other officer as may be designated by the board, 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 president, or such other officer as may be designated by 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 president, the president, or such other officer as may be designated by the board, may proceed to notify the member that the member is suspended or expelled from membership in the Corporation. If 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. The board's decision shall be final and binding on the member, without any further right of appeal.</span></p>
<p><br /><br /></p>
<p><strong> </strong></p>
<p> </p>
<h1 id="section4"><span >Section 4 - Meetings of members</span></h1>
<h2><span >4.01 Persons Entitled to be Present</span></h2>
<p><span >The only persons entitled to be present at a meeting of members shall be those entitled to vote at the meeting, the directors and the public accountant of the Corporation and such other persons who are entitled or required under any provision of the Act, articles or by-laws of the Corporation to be present at the meeting. Any other person may be admitted only on the invitation of the chair of the meeting or by resolution of the members.</span></p>
<h2><span >4.02 Chair of the Meeting</span></h2>
<p><span >In the event that the chair of the board and the vice-chair of the board are absent, the members who are present and entitled to vote at the meeting shall choose one of their number to chair the meeting.</span></p>
<h2><span >4.03 Quorum</span></h2>
<p><span >A quorum at any meeting of the members (unless a greater number of members are required to be present by the Act) shall be 10% 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.</span></p>
<h2><span >4.04 Votes to Govern</span></h2>
<p><span >At any meeting of members every question shall, unless otherwise provided by the articles or by-laws or by the Act, be determined by a majority of the votes cast on the question. In case of an equality of votes either on a show of hands or on a ballot or on the results of electronic voting, the chair of the meeting in addition to an original vote shall have a second or casting vote. </span></p>
<p> </p>
<h1 id="section5"><span >Section 5 - Directors</span></h1>
<h2><span >5.01 Election and Term</span></h2>
<p><span >Subject to the articles, the members will elect the directors </span><a href="#"><span >pursuant to section 5.03 </span></a><span >at the first meeting of members and at each succeeding annual meeting at which an election of directors is required, and the directors shall be elected to hold office for a term expiring not later than the close of the third annual meeting of members following the election.</span></p>
<h2><span >5.02 Maximum Director Numbers to be set by Members</span></h2>
<p><span >Subject to the articles, the initial maximum number of directors shall be 13 (thirteen). The maximum number of directors may be changed from time to time by a 75% majority of Class A voting members. </span></p>
<h1> </h1>
<h2><span >5.03 Composition of Board of Directors; Terms</span></h2>
<h3><strong>Platinum Directors </strong></h3>
<p><span >Each Platinum Member, voting individually as a class, shall elect a single director, with up to a maximum of three (3) directors so elected. In the event that at any time there shall be more than three Platinum Members, then any person or entity that thereafter becomes a Platinum Member shall become entitled, in the order of becoming a Platinum Member, to individually elect a director upon: </span></p>
<ul>
<li ><span >(a) the resignation or termination of a Platinum Member theretofore entitled to elect a director, </span></li>
<li ><span >(b) notice by a Platinum Member entitled to elect a director that it is waiving its right to elect or replace a director, and the resignation or removal of any director then serving that had been elected by such member, or </span></li>
<li ><span >(c) the amendment of these Bylaws to expand the number of Board seats available to be filled by Platinum Members. </span></li>
</ul>
<p><span >All directors elected by Platinum Members shall be known as “Platinum Directors”. Each Platinum Director shall be and remain an employee, officer, or director of the Platinum Member that elected such director. Each Platinum Director shall be deemed to have been duly elected upon receipt by the Chairman of the Board of a written ballot delivered to the Chairman of the Board at any time on or after the date that a Platinum Member becomes a member in such class of membership in accordance with these Bylaws. Upon the termination of the membership of a Platinum Member pursuant to </span><a href="#"><span >Section 3.02</span></a><span > for any reason, then any Platinum Director elected by such Platinum Member shall no longer be qualified to serve as a Platinum Director and shall be deemed to have immediately resigned. Upon termination of a Platinum Director’s relationship as an employee, officer, or director of the Platinum Member that elected such director, such Platinum Director shall no longer be qualified to serve as a Platinum Director and shall be deemed to have immediately resigned.</span></p>
<h3><strong>Gold Directors. </strong></h3>
<p><span >The Gold Members, voting as a class, shall elect three (3) directors or such fewer number as equals the total number of Gold Members. Such directors shall be known as “Gold Directors”. Each Gold Member shall be entitled to nominate a single individual in such election, provided that such nominee must be and remain an employee, officer, or director of the nominating Gold Member in order to be eligible to serve as a Gold Director. The Gold Directors shall be elected at a meeting of the Gold Members, by written ballot delivered to the Gold Members, or in some other manner authorized by the Act or these Bylaws. Upon the termination of the membership of a Gold Member pursuant to </span><a href="#"><span >Section 3.02</span></a><span > for any reason, then any Gold Director nominated by such Gold Member shall no longer be qualified to serve as a Gold Director and shall be deemed to have immediately resigned. Upon termination of a Gold Director’s relationship as an employee, officer, or director of the nominating Gold Member, such Gold Director shall no longer be qualified to serve as a Gold Director and shall be deemed to have immediately resigned.</span></p>
<h3><strong>Silver Director. </strong></h3>
<p><span >The Silver Members, voting as a class, shall elect seven (7) directors or such fewer number as equals the total number of Silver Members. Such directors shall be known as “Silver Directors”. Each Gold Member shall be entitled to nominate a single individual in such election, provided that such nominee must be and remain an employee, officer, or director of the nominating Gold Member in order to be eligible to serve as a Silver Director. The Silver Directors shall be elected at a meeting of the Silver Members, by written ballot delivered to the Silver Members, or in some other manner authorized by the Act or these Bylaws. Upon the termination of the membership of a Silver Member pursuant to </span><a href="#"><span >Section 3.02</span></a><span > for any reason, then any Silver Director nominated by such Silver Member shall no longer be qualified to serve as a Silver Director and shall be deemed to have immediately resigned. Upon termination of a Silver Director’s relationship as an employee, officer, or director of the nominating Silver Member, such Silver Director shall no longer be qualified to serve as a Silver Director and shall be deemed to have immediately resigned.</span></p>
<h1> </h1>
<h3><strong>Observers. </strong></h3>
<p><span >Each Platinum, Gold and Silver Director shall have the right to designate a single observer to attend meetings of the Board of Directors when such director is unable to be present, provided that such director provides prior notice to the Chairman of the Board and the Chairman of the Board approves the request, which request shall not be unreasonably denied. An observer permitted to attend shall have the right to participate in the general session </span><strong>but may not put forth or vote on any motion.</strong><span > Observers shall in no event have the right to attend or participate in any executive session attended only by directors.</span></p>
<h1 id="section6"><span >Section 6 - Meetings of directors</span></h1>
<h2><span >6.01 Calling of Meetings</span></h2>
<p><span >Meetings of the board may be called by the chair of the board, the vice-chair of the board or any two (2) directors at any time; provided that, for the first organization meeting following incorporation, such meeting may be called by any director or incorporator. If the Corporation has only one director, that director may call and constitute a meeting.</span></p>
<h2><span >6.02 Notice of Meeting</span></h2>
<p><span >Notice of the time and place for the holding of a meeting of the board shall be given to every director of the Corporation not less than </span><strong>7 days</strong><span > before the time when the meeting is to be held by one of the following methods:</span></p>
<p> </p>
<ul>
<li ><span >delivered personally to the latest address as shown in the last notice that was sent by the Corporation in accordance with section 128 (Notice of directors) or 134 (Notice of change of directors);</span></li>
<li ><span >mailed by prepaid ordinary mail to the director's address as set out in (a);</span></li>
<li ><span >by telephonic, electronic or other communication facility at the director's recorded address for that purpose; or</span></li>
<li ><span >by an electronic document in accordance with Part 17 of the Act.</span></li>
</ul>
<p> </p>
<p><span >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.</span></p>
<h2><span >6.03 Regular Meetings</span></h2>
<p><span >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 subsection 136(3)(Notice of Meeting) of the Act requires the purpose thereof or the business to be transacted to be specified in the notice.</span></p>
<h2><span >6.04 Votes to Govern</span></h2>
<p><span >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 have a second or casting vote.</span></p>
<h2><span >6.05 Quorum</span></h2>
<p><span >A quorum at any meeting of the directors shall be a minimum of half (50%) plus one (1) of all currently sitting directors. If quorum is present at the opening of a meeting of directors, the directors present may proceed with the business of the meeting. If a quorum is not achieved, the minute will be cancelled and a new notice of meeting will be provided for a new meeting of directors. </span></p>
<h2><span >6.06 Committees</span></h2>
<p><span >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.</span></p>
<p><br /><br /></p>
<p><span > </span></p>
<p> </p>
<h1 id="section7"><strong>Section 7 - Officers</strong></h1>
<h2><span >7.01 Description of Offices</span></h2>
<p><span >Unless otherwise specified by the board which may, subject to the Act modify, restrict or supplement such duties and powers, the offices of the Corporation, if designated and if officers are appointed, shall have the following duties and powers associated with their positions:</span></p>
<p> </p>
<ul>
<li ><strong>Chair of the Board</strong><span > - The chair of the board, if one is to be appointed, shall be a director. The chair of the board, if any, shall, when present, preside at all meetings of the board of directors and of the members. The chair shall have such other duties and powers as the board may specify.</span></li>
<li ><strong>Vice-Chair of the Board</strong><span > - The vice-chair of the board, if one is to be appointed, shall be a director. If the chair of the board is absent or is unable or refuses to act, the vice-chair of the board, if any, shall, when present, preside at all meetings of the board of directors and of the members. The vice-chair shall have such other duties and powers as the board may specify.</span></li>
<li ><strong>President</strong><span > – If appointed, the president shall be the chief executive officer of the Corporation and shall be responsible for implementing the strategic plans and policies of the Corporation. The president shall, subject to the authority of the board, have general supervision of the affairs of the Corporation.</span></li>
<li ><strong>Secretary</strong><span > – If appointed, the secretary shall attend and be the secretary of all meetings of the board, members and committees of the board. The secretary shall enter or cause to be entered in the Corporation's 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 public accountant and members of committees; the secretary shall be the custodian of all books, papers, records, documents and other instruments belonging to the Corporation.</span></li>
<li ><strong>Treasurer</strong><span > - If appointed, the treasurer shall have such powers and duties as the board may specify.</span></li>
</ul>
<p> </p>
<p><span >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.</span></p>
<p> </p>
<h2><span >7.02 Vacancy in Office</span></h2>
<p><span >In the absence of a written agreement to the contrary, the board may remove, whether for cause or without cause, any officer of the Corporation. Unless so removed, an officer shall hold office until the earlier of:</span></p>
<p> </p>
<ul>
<li ><span >the officer's successor being appointed,</span></li>
<li ><span >the officer's resignation,</span></li>
<li ><span >such officer ceasing to be a director (if a necessary qualification of appointment) or</span></li>
<li ><span >such officer's death.</span></li>
</ul>
<p> </p>
<p><span >If the office of any officer of the Corporation shall be or become vacant, the directors may, by resolution, appoint a person to fill such vacancy.</span></p>
<p><br /><br /></p>
<p><span > </span></p>
<h1><span >Section 8 - Notices</span></h1>
<h2><span >8.01 Method of Giving Notices</span></h2>
<p><span >Any notice (which term includes any communication or document) to be given (which term includes sent, delivered or served), other than notice of a meeting of members or a meeting of the board of directors, 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:</span></p>
<p> </p>
<ul>
<li ><span >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 Corporation or in the case of notice to a director to the latest address as shown in the last notice that was sent by the Corporation in accordance with section 128 (Notice of directors) or 134 (Notice of change of directors); or</span></li>
<li ><span >if mailed to such person at such person's recorded address by prepaid ordinary or air mail; or</span></li>
<li ><span >if sent to such person by telephonic, electronic or other communication facility at such person's recorded address for that purpose; or</span></li>
<li ><span >if provided in the form of an electronic document in accordance with Part 17 of the Act.</span></li>
</ul>
<p> </p>
<p><span >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 Corporation to any notice or other document to be given by the Corporation may be written, stamped, type-written or printed or partly written, stamped, type-written or printed.</span></p>
<p> </p>
<h2><span >8.02 Invalidity of any provisions of this by-law</span></h2>
<p> </p>
<p><span >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.</span></p>
<p> </p>
<h2><span >8.03 Omissions and Errors</span></h2>
<p><span >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 Corporation 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.</span></p>
<h1><span ><br /><br /></span></h1>
<h1><span > </span></h1>
<h1 id="section9"><strong>Section 9 - Dispute resolution</strong></h1>
<h2><span >9.01 Mediation and Arbitration</span></h2>
<p><span >Disputes or controversies among members, directors, officers, committee members, or volunteers of the Corporation are as much as possible to be resolved in accordance with mediation and/or arbitration as provided in Section 9.02 of this by-law.</span></p>
<h2><span >9.02 Dispute Resolution Mechanism</span></h2>
<p><span >In the event that a dispute or controversy among members, directors, officers, committee members or volunteers of the Corporation arising out of or related to the articles or by-laws, or out of any aspect of the operations of the Corporation 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 Corporation as set out in the articles, 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:</span></p>
<p> </p>
<ul>
<li ><span >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 Corporation) 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.</span></li>
<li ><span >The number of mediators may be reduced from three to one or two upon agreement of the parties.</span></li>
<li ><span >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 Corporation 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.</span></li>
<li ><span >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.</span></li>
</ul>
<p><br /><br /></p>
<p><span > </span></p>
<h1 id="section10"><span >Section 10 - Effective date</span></h1>
<h2><span >10.01 Effective Date </span></h2>
<p><span >Subject to matters requiring a special resolution, this by-law shall be effective when made by the board.</span></p>
<p> </p>
<p><span >CERTIFIED to be By-Law No. 1 of the Corporation, as enacted by the directors of the Corporation by resolution on the _______________ day of ____________, 2017 and confirmed by the members of the Corporation by special resolution on _______________ day of ____________, 2017.</span></p>
<p> </p>
<p><span >Dated as of the _______________ day of ____________, 2017.</span></p>
<p> </p>
<p><span >Directors:</span></p>
<p> </p>
<p><span >___________________________</span></p>
<p><strong>Cameron Beattie</strong><span >, Director, Chair of Board</span></p>
<p><span >Address: Level One, Devonport Wharf, Devonport, Auckland 0624, NZ</span></p>
<p> </p>
<p><span >___________________________</span></p>
<p><strong>Noah Mehl</strong><span >, Director </span></p>
<p><span >Address: 16 Broadfield Ct, Alexandria, KY 41001</span></p>
<p> </p>
<p><span >___________________________</span></p>
<p><strong>Dayton Turner</strong><span >, Director </span></p>
<p><span >Address: #200-1250 Homer St, Vancouver, BC, </span><strong>Canada</strong><span >, V6B2Y5</span></p>
<p> </p>
<p><span >___________________________</span></p>
<p><strong>Graham Nelson-Zutter</strong><span >, Director</span></p>
<p><span >Address: 502-2818 Main Street, Vancouver, BC, </span><strong>Canada</strong><span > V5T0C1</span></p>
<p> </p>
<p><span >___________________________</span></p>
<p><strong>Alvaro Vargas</strong><span >, Director</span><span ><br /></span><span >Address: Deauville 6870, Montevideo, Uruguay 11500</span></p>
<p> </p>
<p><span >___________________________</span></p>
<p><strong>Jose Paz</strong><span >, Director</span></p>
<p><span >Address: 95 Merrick Way, 3rd Floor, Coral Gables, FL, USA 33134</span></p>
<p> </p>
<p><span >___________________________</span></p>
<p><strong>Remco van Vugt</strong><span >, Director</span></p>
<p><span >Address: 30 Stadionstraat, 4815 NG Breda, The Netherlands</span></p>
<h1><span >Schedule A</span></h1>
<p> </p>
<h2><strong>Membership Dues Schedule</strong></h2>
<p> </p>
<p><span >Effective </span><span >15, March, 2017</span></p>
<p> </p>
<p><span >Members - Annual Membership Dues</span></p>
<p> </p>
<h3><strong>Platinum</strong></h3>
<ul>
<li ><span >Annual fee US$ 96,000</span></li>
<li ><span >Monthly installments permitted </span></li>
</ul>
<p> </p>
<h3><strong>Gold</strong></h3>
<ul>
<li ><span >Annual fee US$ 60,000</span></li>
<li ><span >Monthly installments permitted </span></li>
</ul>
<h3><strong>Silver</strong></h3>
<ul>
<li ><span >US$ 36,000 (employee size greater than 5,000)</span></li>
<li ><span >US$ 24,000 (employee size between 500 and 4,999)</span></li>
<li ><span >US$ 12,000 (employee size between 100 and 499)</span></li>
<li ><span >US$ 6,000 (employee size less than 100)</span></li>
<li > >US$ 2,400 (employee size less than 20)</span></li>
<li ><span >US$ 1,200 (employee size less than 5)</span></li>
<li ><span >Monthly installments permitted. </span></li>
</ul>
<p> </p>
<p> </p>
<p> </p>
<h4><a href="/download/otf_bylaw.pdf" download><i>Download a copy of these bylaws here</i></a></h4>
</div>