By-Laws

Industry Canada Industrie Canada

Canada Loi sur les

Corporations Act corporations canadiennes

C A N A D A

LETTERS PATENT

WHEREAS an application has been filed to incorporate a corporation

under the name

FRIENDS IN SPORTFISHING

THEREFORE the Minister of Industry by virtue of the powers vested

in him by the Canada Corporations Act, constitutes the applicants

and such persons as may hereafter become members in the corporation

hereby created, a body corporate and politic in accordance with the 

provisions of the said Act.  A copy of the said application is

attached hereto and forms part hereof.

Date of Letters Patent – June 13, 1996

GIVEN  under the seal of office of the Minister of Industry.

for the Minister of Industry

RECORDED 17th June, 1996

FRIENDS IN SPORTFISHING

BY-LAW NUMBER 1

(BEING A BY-LAW RELATING GENERALLY TO

THE TRANSACTION OF THE BUSINESS AND

AFFAIRS OF THE CORPORATION)

1. The seal, an impression whereof is sampled in the margin hereof, shall be the seal of the corporation.                                                                                                                       

Conditions of Membership

2. Membership in the corporation shall be limited to persons interested in furthering the objects of the operation and shall consist of anyone whose application for admission as a member the approval of the board of directors of the corporation.

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

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

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

Head Office

6. Until changed in accordance with the Act, the Herd Office of the Corporation shall be in the Township of Beckwith in the County of Lanark and Province of Ontario.

Board of Directors

7. The affairs of the corporation shall be managed by a board of not less than five

(5) directors and not more than fifteen (15) of whom fifty per cent (50%) shall constitute a quorum, and each of whom at the time of election or within ten (10) days thereafter and

throughout the term of office shall be a member of the corporation.  All such directors shall be elected by the members at the annual meeting except as otherwise provided in this by-law or other by-laws of the corporation.

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

At the first meeting of the members, the board of directors then elected shall replace the provisional directors named in the letters patent of the corporation.

9. Directors shall be elected for a term of one (1) year by the members at an annual meeting of members.

10. The office of director shall be automatically vacated:

(a) if a director has resigned his or her office by delivering a

written resignation to the secretary of the corporation;

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

© if he of she becomes bankrupt or suspends payment or 

compounds with his or her creditor;                                                                                                            

1. if at a special general meeting of members a resolution is

made by two-thirds(2/3) of the members present at the

meeting that he or she be removed from office;

1. on death;

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

11. 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.  There shall be at least one 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 corporation 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 on vote.

If all the directors of the corporation consent thereto generally or in respect of a particular meeting, a director may participate in a meeting of the board or of a committee of the board by means of such conference telephone or other communications facilities as permit all persons participating in the meeting to hear each other, and a director participating in such a meeting by such means is deemed to be present at the meeting.

A resolution in writing, signed by all the directors entitled to vote on that resolution at a meeting of directors or committee of directors, is a valid as if it had been passed at a meeting of directors or committee of directors.                              

12. The directors shall serve as such without remuneration and no director shall directly or indirectly receive any profit from his or her position as such; provided that a director may be paid reasonable expenses incurred by him or her in the performance of his or her duties.  Nothing herein contained shall be constructed to prelude any director from serving the corporation as an officer or in any other capacity and receiving compensation therefore.

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

14. 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.

15. A reasonable remuneration 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 a 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 the committee members shall cease to be payable from the date of such meeting of members.

Immunities to Directors and Others

16. Every director or officer of the corporation or other person who has undertaken or is about to undertake any liability on behalf of the corporation or any company controlled by it 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 corporation, from and against:

1. all costs, charges and expenses which such director, officer or other person 

sustains or incurs in or about any action, suit or proceedings in respect or

any act, deed, matter of thing whatsoever, made, done or permitted by him or her, in or about the execution of the duties of his or her office or in respect of any such liability;

1. all costs, charges and expenses which he or she sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or

expenses as are occasioned by his or her own willful neglect or default.

Executive Committee

17. There shall be an executive committee composed of four (4) directors who shall be appointed by the board of directors.  The executive committee shall exercise such powers as are authorized by the board of directors.  Any executive committee member may be removed  by a majority vote of the board of directors.  Executive members shall receive no remuneration for serving as such, but are entitled to reasonable expenses incurred in the exercise of their duty.

18. Meetings of the executive committee shall be held at any time and place to be, determined by the members of such committee provided that 48 hours written notice of such meeting shall be given, other than by mail, to each member of the committee.  Notice by mail should be sent at least 14 days prior to the meeting.  Three (3) members of such committee shall constitute a quorum.  No error or omission in giving notice of any meeting of the executive committee or any adjourned meeting of the executive of the corporation shall invalidate such meeting or make void any proceedings taken thereat and any member of such committee may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat.                                                     

Power of Directors

19. The directors of the corporation may administer the affairs of the corporation in all things and make or cause to be made for the corporation, in its name, any kind of contract which the corporation 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 corporation is by its charter or otherwise authorized to exercise and do.

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

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

Officers

22. The officers of the corporation shall be a President, Vice-President, Treasurer, Secretary and any such other officers as the board of directors may by-law determine.  Any two officers may be held by the same person.  Officers need not be directors nor members.

23. The president shall be elected at an annual meeting of members.  Officers other than president of the corporation shall be appointed by resolution of the board of directors at the first meeting of the board of directors following the annual meeting of members in which the directors are elected.

24. The officers of the corporation shall hold office for one (1) year from the date of  appointment or election or until their successors are elected or appointed or in their stead.  Officers shall be subject to removal by resolution of the board of directors at any time.

Duties of Officers

25. The president shall be the chief executive office of the corporation.  He or she shall preside at all the meetings of the corporation and of the board of directors.  He or she shall have general and active management of the affairs of the corporation.  He or she shall see that all orders and resolutions of the board of directors are carried into effect.

26. 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 him or her by the board of directors.

27. The treasurer shall have the custody of the funds and securities of the corporation and shall keep full and accurate accounts of all assets, liabilities, receipts and disbursements of the corporation and shall deposit all monies, securities and other valuable effects in the name and to the credit of the corporation in such chartered bank or trust company, or in the case of securities, in such registered dealer of securities as may be designated by the board of directors from time to time.  He or she shall disburse the funds of the corporation 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 corporation.  He or she shall also perform such other duties as may from time to time be directed by the board of directors.

28. The secretary may be empowered by the board of directors, upon resolution of the board of directors, to carry out his or her affairs of the corporation 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 minutes of the proceedings in the books to be kept for that purpose.  He or she shall give cause to be given notice of the 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 the president, under whose supervision he or she shall be.  He or she shall be custodial of the seal or the corporation, which he or she shall deliver only when authorized by a resolution of the board of directors to do so and to such person or persons as maybe named in the resolution.

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

Execution of Documents

30. Contracts, documents or any instruments in writing require the signature of the corporation shall be signed by any two officers and all contracts, documents and instruments in writing so signed shall be binding upon the corporation 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 corporation to sign specific contracts, documents and instruments in writing.  The directors may give the corporation’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 corporation.  The seal of the corporation 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.

Meetings

31. The annual or any other general meeting of the members shall be held at the head office of the corporation 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 shall be held outside Canada.

32. 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 of the corporation.  The board of directors shall call a special general meeting on written requisition of members carrying not less than five per cent (5%) of the voting rights.  Four (4) members present in person at a meeting will continue a quorum.

33. 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 of members must remind the member that he or she has the right to vote by proxy.

Each voting member present at a meeting shall have the right to exercise one vote.  A member may, by means of a written proxy, appoint a proxy-holder to attend and act at a specific meeting of members, in the manner and to the extent authorized  by the proxy.  A proxy holder must be a member of the corporation.

A resolution in writing, signed by all members entitled to vote on that resolution at a meeting of members, is as valid as if it had been passed at a meeting of members.

34. 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 corporation shall invalidate such meeting or make void any proceedings taken thereat and any member, director or officer of any meeting or otherwise, the address of the member, director or officer shall be the last address recorded on the books of the corporation.

Minutes of Board of Directors (and Executive Committee)

35. The minutes of the board of directors (and executive committee) shall not be available to the general membership of the corporation but shall be available to the board of directors, each of whom shall receive a copy of such minutes.

Voting of Members

36. At all meetings of members of the corporation, every question shall be determined by a majority of the votes unless otherwise specifically provided by the statute by these by-laws.

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

Committees

38. 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 any remuneration to be paid.

Amendment of By-Laws

39.  The by-laws of the corporation not embodied in the letters patent may be repealed or amended by by-law enacted by a majority of the directors meeting of the board of directors and sanctioned by an affirmative vote of at least two-thirds of the members 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 Industry of Canada has be obtained.

Auditors

40. The members shall, at each annual meeting, appoint an auditor to audit the accounts of the corporation 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 auditor.  The remuneration of the auditor shall be fixed by the board of directors.

Books and Records

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

Rules and Regulations

42. The board of directors may prescribe such rules and regulations not inconsistent with these by-laws relating to the management and operation of the corporation as they deem expedient, provided that such rules and regulations shall have force and effect until the next annual meeting of the members of the corporation 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.

Interpretation

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

PASSED by the board of directors and sealed with the corporate seal this 13th day of June 1996.

____________________________ ______________________________

(Signature) (Signature)

President Secretary