GPC Fund Bylaws

By-Laws of GREEN PARTY CANADA FUND - FONDS DU PARTI VERT DU CANADA ("the Fund")

1. Corporate Seal

The corporate seal, if any, shall be in the form determined by the board of directors.

2. Head Office

Until changed in accordance with the Act, the Head Office of the Fund shall be in the City of Ottawa, in the Province of Ontario.

3. Conditions of Membership

Members of 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.) ("the Party"), upon acceptance of office, shall be members of the Fund.

A member's membership in the Fund shall terminate upon their ceasing to be a member of the Federal Council of the Party.

There shall be no membership fees or dues unless otherwise directed by the board of directors.

Any member may withdraw from the Fund by delivering to the Fund a written resignation and lodging a copy of the same with the secretary of the Fund.

Any member may be required to resign by a vote of three-quarters (3/4) of the members at an annual meeting.

Other than as provided in this section a membership shall be for a term of three years from the date of admission. Individual members may be reappointed for successive terms without limits.

4. Members' Meetings

The annual or any other general meeting of the members shall be held at the head office of the Fund or at any place in Canada as the board of directors may determine and on such day as the said directors shall appoint. The members may resolve that a particular meeting of members be held outside of Canada.

At every annual meeting, in addition to any other business that may be transacted, the report of the directors, the financial statement and the report of the auditors shall be presented and auditors appointed for the ensuing year. The members may consider and transact any business either special or general at any meeting of the members. The board of directors or the president or vice-president shall have power to call, at any time, a general meeting of the members of the Fund.

The board of directors shall call a special general meeting of members on written requisition of members carrying not less than 20% of the voting rights. 40% of members present in person at a meeting will constitute a quorum.

Fourteen (14) days' written notice shall be given to each voting member of any annual or special general meeting of members.

Notice of any meeting where special business will be transacted shall contain sufficient information to permit the member to form a reasoned judgement on the decision to be taken.

Each voting member present at a meeting shall have the right to exercise one vote. Members may not vote by proxy.

A majority of the votes cast by the members present and carrying voting rights shall determine the questions in meetings except where the vote or consent of a greater number of members is required by the Act or these By-laws.

Written resolutions with balloting by mail, fax or other similar methods of transmission are acceptable unless the Act requires a meeting for the purpose of the resolution.

No error or omission in giving notice of any annual or general meeting or any adjourned meeting, whether annual or general, of the members of the Fund shall invalidate such meeting or make void any proceedings taken thereat and any member may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat.

For purpose of sending notice to any member, director or officer for any meeting or otherwise, the address of the member, director or officer shall be his last address recorded on the books of the Fund.

5. Board of Directors

The property and business of the Fund shall be managed by a board of directors, comprised of a minimum of three directors. The number of directors shall be determined from time to time by a majority of the
directors at a meeting of the board of directors and sanctioned by an
affirmative vote of at least two-thirds (2/3) of the members at a meeting duly called for the purpose of determining the number of directors to be elected to the board of directors.

Any member in good standing of the Party, 18 years of age, with power under law to contract, shall be eligible for election as a Director of the Fund.

Except as provided herein directors may not be members of any organization or body that receives or seeks to receive funding from the Fund.

The applicants for incorporation shall become the first directors of the
Fund whose term of office on the board of directors shall continue until their successors are elected.

At the first meeting of members, the board of directors then elected shall replace the provisional directors named in the Letters Patent of the Fund.
 
Directors shall be elected for a term of two year(s) by the members at an annual meeting of members.

In addition to the elected directors, the senior employee of the Fund shall sit as ex officio members of the board of directors.

The office of director shall be automatically vacated:

a) if at a special general meeting of members, a resolution is passed by two-thirds of the members present at the meeting that she or he be removed from office;

b) if a director has resigned his office by delivering a written resignation to the secretary of the Fund;

c) if she or he is found by a court to be of unsound mind;

d) if she or he becomes bankrupt or suspends payment or compounds with his creditors;

e) on death;

provided that if any vacancy shall occur for any reason in this paragraph contained, the board of directors by majority vote, may, by appointment, fill the vacancy with a member of the Fund.

The directors shall serve as such without remuneration and no director shall directly or indirectly receive any profit from his position as such;

provided that a director may be paid reasonable expenses incurred by her or him in the performance of his duties. Nothing herein contained shall be construed to preclude any director from serving the Fund as an officer or in any other capacity and receiving compensation therefor.

A retiring director shall remain in office until the dissolution or adjournment of the meeting at which his retirement is accepted and his successor is elected.

6. Powers of Directors

The directors of the Fund may administer the affairs of the Fund in all things and make or cause to be made for the Fund, in its name, any kind of contract which the Fund may lawfully enter into and, save as hereinafter provided, generally, may exercise all such other powers and do all such other acts and things as the Fund is by its charter or otherwise authorized to exercise and do.

The directors shall have power to authorize expenditures on behalf of the Fund from time to time and may delegate by resolution to an officer or officers of the Fund the right to employ and pay salaries to employees. The directors shall have the power to enter into a trust arrangement with a trust company for the purpose of creating a trust fund in which the capital and interest may be made available for the benefit of promoting the interest of the Fund in accordance with such terms as the board of directors may prescribe.

With and only with the approval of the Federal Council (or successor body as it may be named) of the Party, the board of directors is hereby authorized, from time to time

a) to borrow money upon the credit of the Fund, from any bank, corporation, firm or person, upon such terms, covenants and conditions at such times, in such sums, to such an extent and in such manner as the board of directors in its discretion may deem expedient; and,

b) to limit or increase the amount to be borrowed.

The board of directors shall not enter pledge, hypothecate or mortgage the assets of the Party or grant other security interests in the assets of the
 
Party except with the approval of the members of the Fund.

The board of directors shall take such steps as they may deem requisite to enable the Fund to acquire, accept, solicit or receive legacies, gifts, grants, settlements, bequests, endowments and donations of any kind whatsoever for the purpose of furthering the objects of the Fund.

The board of directors may appoint such agents and engage such employees as it shall deem necessary from time to time and such persons shall have such authority and shall perform such duties as shall be prescribed by the board of directors at the time of such appointment.

A salary policy with pay scales for all officers, agents and employees and committee members shall be fixed by the board of directors by resolution.

Such resolution shall have force and effect only until the next meeting of members when such resolution shall be confirmed by resolution of the members, or in the absence of such confirmation by the members, then the remuneration to such officers, agents or employees and committee members shall cease to be payable from the date of such meeting of members.

7. Directors' Meetings

Meetings of the board of directors may be held at any time and place to be determined by the directors provided that 48 hours written notice of such meeting shall be given, other than by mail, to each director. Notice by mail shall be sent at least 14 days prior to the meeting. There shall be at least one (1) meeting per year of the board of directors. No error or omission in giving notice of any meeting of the board of directors or any adjourned meeting of the board of directors of the Fund shall invalidate such meeting or make void any proceedings taken thereat and any director may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. Each director is authorized to exercise one (1) vote.

The board of directors, by majority motion, may resolve to meet by
teleconference or such other electronic means as it deems appropriate provided that the selected method ensures that:

a) Each member of the board has an equal and adequate opportunity to participate in the process;

b) Appropriate procedures are implemented to ensure quorum and accurate counting of votes; and,

c) Appropriate security measures are implemented.

A majority of directors in office, from time to time, but no less than two directors, shall constitute a quorum for meetings of the board of directors.

Any meeting of the board of directors at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions by or under the by-laws of the Fund.

8. Indemnities to Directors and Others

Every director of the Fund and their heirs, executors and administrators, and estate and effects, respectively, shall from time to time and at all times, be indemnified and saved harmless out of the funds of the Fund, from and against;

a) all costs, charges and expenses which such director sustains or incurs in or about any action, suit or proceedings which is brought, commenced or prosecuted against her or him, or in respect of any act, deed, matter of thing whatsoever, made, done or permitted by her or him, in or about the execution of the duties of his office or in respect of any such liability; and,

b) all other costs, charges and expenses which she or he sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his own wilful neglect or default.

9. Officers

The officers of the Fund shall be a president, vice-president, secretary and treasurer and any such other officers as the board of directors may by by-law determine. Any two offices may be held by the same person. Officers need not be directors, nor members of the Fund.

The president shall be elected at an annual meeting of members. Officers other than president of the Fund shall be appointed by resolution of the board of directors at the first meeting of the board of directors following an annual meeting of members.

The officers of the Fund shall hold office for two year(s) from the date of appointment or election or until their successors are elected or appointed in their stead. Officers shall be subject to removal by resolution of the board of directors at any time.

10. Duties of Officers

The president shall be the chief executive officer of the Fund. She or he shall preside at all meetings of the Fund and of the board of directors. She or he shall have the general and active management of the affairs of the Fund. She or he shall see that all orders and resolutions of the board of directors are carried into effect.

The vice-president shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties as shall from time to time be imposed upon her or him by the board of directors.

The treasurer shall have the custody of the funds and securities of the Fund and shall keep full and accurate accounts of all assets, liabilities, receipts and disbursements of the Fund in the books belonging to the Fund and shall deposit all monies, securities and other valuable effects in the name and to the credit of the Fund in such chartered bank of trust company, or, in the case of securities, in such registered dealer in securities as may be designated by the board of directors from time to time. She or he shall disburse the funds of the Fund as may be directed by proper authority taking proper vouchers for such disbursements, and shall render to the president and directors at the regular meeting of the board of directors, or whenever they may require it, an accounting of all the transactions and a statement of the financial position, of the Fund. She or he shall also perform such other duties as may from time to time be directed by the board of directors.

The secretary may be empowered by the board of directors, upon resolution of the board of directors, to carry out his affairs of the Fund generally under the supervision of the officers thereof and shall attend all meetings and act as clerk thereof and record all votes and minutes of all proceedings in the books to be kept for that purpose. She or he shall give or cause to be given notice of all meetings of the members and of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president, under whose supervision she or he shall be. She or he shall be custodian of the seal of the Fund, which she or he shall deliver only when authorized by a resolution of the board of directors to do so and to such person or persons as may be named in the resolution.

The duties of all other officers of the Fund shall be such as the terms of their engagement call for or the board of directors requires of them.

11. Committees

The board of directors may appoint committees whose members will hold their offices at the will of the board of directors. The directors shall determine the duties of such committees and may fix by resolution, any remuneration to be paid.

12. Execution of Documents

Contracts, documents or any instruments in writing requiring the signature of the Fund, shall be signed by any two officers and all contracts, documents and instruments in writing so signed shall be binding upon the Fund without any further authorization or formality. The directors shall have power from time to time by resolution to appoint an officer or officers on behalf of the Fund to sign specific contracts, documents and instruments in writing. The directors may give the Fund's power of attorney to any registered dealer in securities for the purposes of the transferring of and dealing with any stocks, bonds, and other securities of the Fund. The seal
of the Fund when required may be affixed to contracts, documents and instruments in writing signed as aforesaid or by any officer or officers appointed by resolution of the board of directors.

13. Minutes of Board of Directors

The minutes of the board of directors (or the minutes of the executive committee) shall be available to the general membership of the Fund and shall be available to the board of directors, each of whom shall receive a copy of such minutes.

14. Financial Year

Unless otherwise ordered by the board of directors, the fiscal year end of the Fund shall be December 31st.

15. Amendment of By-Laws

The by-laws of the Fund not embodied in the letters patent may be repealed or amended by by-law, or a new by-law relating to the requirements of subsection 155(2) of the Canada Corporations Act, may be enacted by a majority of the directors at a meeting of the board of directors and sanctioned by an affirmative vote of at least two-thirds (2/3) of the members at a meeting duly called for the purpose of considering the said by-law, provided that the repeal or amendment of such by-laws shall not be enforced or acted upon until the approval of the Minister of Industry has been obtained.

16. Auditors

The members shall, at each annual meeting, appoint an auditor to audit the accounts and annual financial statements of the Fund for report to the members at the next annual meeting. The auditor shall hold office until the next annual meeting provided that the directors may fill any casual vacancy in the office of the auditor. The remuneration of the auditor shall be fixed by the board of directors.

17. Books and Records

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

18. Rules and Regulations

The board of directors may prescribe such rules and regulations not inconsistent with these by-laws relating to the management and operation of the Fund as they deem expedient, provided that such rules and regulations shall have force and effect only until the next annual meeting of the members of the Fund when they shall be confirmed, and failing such confirmation at such annual meeting of members, shall at and from that time cease to have any force and effect.

19. Interpretation

In these by-laws and in all other by-laws of the Fund hereafter passed unless the context otherwise requires, words importing the singular number or the masculine gender shall include the plural number or the feminine gender, as the case may be, and vice versa, and references to persons shall include firms and corporations.