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lnstitut William Glasser - Canada

William Glasser lnstitute - Canada

Institut William Glasser - Canada / William Glasser Institute - Canada Constitution and By-Laws

TABLE OF CONTENTS

SECTION 1 – GENERAL

SECTION 2 - VISION - MISSION - OBJECTIVES

SECTION 3 - OFFICIAL LANGUAGES

SECTION 4 - APPROVAL

SECTION 5 - DEFINITIONS

SECTION 6 - INTERPRETATION

SECTION 7 - MEMBERSHIP – ELIGIBILITY – DUTIES – BENEFITS -

LOSS OF MEMBERSHIP - DISCIPLINE

SECTION 8 - MEETINGS OF MEMBERS

SECTION 9 - DIRECTORS – ELIGIBILITY – DUTIES – ELECTION -

TERM OF OFFICE – VACANCY IN OFFICE

SECTION 10 - MEETINGS OF DIRECTORS – OFFICERS – EXECUTIVE

COMMITTEE

SECTION 11 - NOTICES

SECTION 12 - DISPUTE RESOLUTION

SECTION 13 - DISSOLUTION AND LIQUIDATION

SECTION 14 - AMENDMENTS TO CONSTITUTION AND BY-LAWS

SECTION 15 - EFFECTIVE DATE

Date of Incorporation by Letters Patent July 16, 1991.

Supplementary Letters Patent April 16, 1992 and August 8, 2000.

Certificate of Continuance dated June 21, 2013.

Constitution and By-Laws dated March 22, 2015

SECTION 1 – GENERAL

1.1 Name of the Corporation

The name of the corporation shall be Institut William Glasser - Canada / William Glasser

Institute - Canada.

1.2 The by-laws herein, in Accordance with the Canada Corporation Not-for-Profit Act shall

generally relate to the conduct of the affairs of Institute William Glasser - Canada / William

Glasser Institute - Canada.

1.3 The Corporation number for Institut William Glasser - Canada / William Glasser

Institute - Canada is 273427-3.

1.4 Corporate Seal

The seal of the Corporation in use before the day this By-Law comes into force shall

continue to be the seal of the corporation. The secretary and/or designate appointed by

the Board of Directors of the Corporation shall be the custodian of the corporate seal.

CONSTITUTION AND BY-LAWS




1.5 Execution of Documents

Deeds, transfers, assignments, contracts, obligations and other instruments in writing

requiring execution by the Board of Directors may be signed by any two (2) of three (3) 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.

1.6 Minutes

The Corporation shall keep a written record of each formal meeting of members or group

thereof in the official Minute Book.

1.7. Records

All records of the Corporation shall be kept at its registered office or at some other

location in Canada designated by the Board of Directors and reviewed annually.

1.8. Financial Year End

The fiscal year of the Corporation shall the calendar year.

1.9 Banking Arrangements

The banking business of the Corporation shall be transacted at such financial institutions

carrying on banking business in Canada as the Board of Directors may appoint or

authorize 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

determine by resolution.

1.10 Annual Financial Statements

1.10.1 The financial statements shall be prepared in accordance with the Canadian

generally accepted accounting principles (GAAP) as set out in the Canadian

Institute of Chartered Accountants Handbook.

1.10.2 Members shall appoint a Public Accountant at each annual general meeting by

resolution.

1.10.3 If a public accountant is not appointed at a meeting of members, the

incumbent public accountant, who was appointed at the first meeting of

directors or at the previous meeting of members, continues in office until a

successor is appointed.

1.10.4 The Corporation may, instead of sending copies of the annual financial

statements and other documents to the members by post, publish a notice

electronically to its members stating that the annual financial statements and

documents 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

via prepaid mail or electronically.




1.11 Voting at Meetings

1.11.1 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 or more

than one-half (50% + 1) of the votes cast in favour or against. In the case of

an equality of votes either on a show of hands or on a ballot or on the results

of electronic voting or other means of communication, the Chair of the

meeting shall have a vote only in the case of a tie.

1.11.2 A special resolution of two-thirds (2/3) or more of the votes cast for or against

shall be required to make any changes that affect membership voting rights.

Abstentions are not counted in the votes cast.

1.12 Rules of Procedure

Although Robert's Rules of Order Newly Revised [11th edition] shall be the official version

that applies to the procedures of the Corporation, in practice, the shortened version of

Robert's Rules shall apply at all meetings. The shortened version shall be made available

to the membership through the Policies, Procedures, and Programs Handbook of the

Corporation.

SECTION 2 – VISION - MISSION – OBJECTIVES

2.1 Institut William Glasser - Canada / William Glasser Institute - Canada shall be dedicated to

the promotion and further development of the ideas of William Glasser, M.D. and their

application and relationship to other works throughout Canada and elsewhere.

2.2 Mission

2.2.1 In fulfilling its mandate, the Corporation shall promote education and training,

research and development of concepts, policies, and appropriate guidelines for

teaching excellence and best learning practices in all fields of endeavour.

2.2.2 The Corporation shall endorse teaching and training approaches that have sound

theoretical bases consistent with current established knowledge and research.

2.2.3 The Corporation shall strive to understand the needs of the diverse community

of its members and their clients in Canada and is committed to providing a

strong voice for the promotion and advancement of the ideas of William Glasser,

M.D. in the fields of business, education, psychology, health and wellness,

family, community, and others as determined by the Board of Directors.

2.3 Objectives

The objectives of the Corporation are to:

2.3.1 Provide national leadership for Canadian faculty members and others in the

promotion and development of their training programs;




2.3.2 Offer a platform for an ongoing information exchange for critical discussion

concerning any training and education programs;

2.3.3 Serve as a vehicle for mentoring, networking, and promoting the work of

the Corporation;

2.3.4 Provide opportunities for members to develop and share best practices,

research, position papers, and program and professional development;

2.3.5 Enter into agreements and/or serve as liaison with other organizations in

order to present and achieve mutually sought aims and objectives.

SECTION 3 - OFFICIAL LANGUAGES

3.1 The official languages of the Corporation shall be English and French. Either language may

be used within the general meetings of the Board and the Executive Committee. Official

documents prepared for general meetings of the Board and for meetings of the Board of

Directors as well as published reports of the Corporation shall be issued in both English

and French. In the case of interpretation, the text in the original language proposed shall

prevail.

SECTION 4 – APPROVAL

4.1 Institut William Glasser - Canada / William Glasser Institute - Canada exists by virtue of

the Letters Patent issued by the Ministry of Industry dated the 1st day of July, 1991 and

Supplementary Letters Patent dated July 16, 1991, April 22, 1992, August 10, 2000,

Certificate of Continuance dated June 21, 2013, and Constitution and By-Laws dated

March 22, 2015.

SECTION 5 - DEFINITIONS

In this by-law and all other by-laws of the Corporation, unless the context otherwise requires:

5.1 "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;

5.2 "AGM" refers to the annual general meeting of the Corporation;

5.3 "Articles" means the original or restated articles of incorporation or articles of

amendment, amalgamation, continuance, reorganization, arrangement or revival

of the Corporation;

5.4 "Board" means the Board of Directors of the Corporation and "director" means a

member of the board;

5.5 "By-Law" 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;

5.6 "C.A.R.T" refers to the Canadian Association for Reality Therapy;




5.7 "Corporation" refers to Institut William Glasser - Canada / William Glasser

Institute - Canada;

5.8 "CCPA," refers to the Canadian Counselling and Psychotherapy Association

5.9 "CTRTC" means to Choice Theory Reality Therapy Certified

5.10 "GAAP" refers to generally accepted accounting practices

5.11 "in writing" refers to electronic mail as the preferable way of sending information

5.12 Institut William Glasser – Canada / William Glasser Institute – Canada shall be

used for legal documents and stated as IWGI – Canada for internal documents;

5.13 "Meeting of members" includes an annual general 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 general meeting of members;

5.14 "Proposal" means a proposal submitted by a member of the Corporation that meets

the requirements of section 163 (Shareholder Proposals) of the Act;

5.15 "Regulations" means the regulations made under the Act, as amended, restated or

in effect from time to time;

5.16 "Resolution" means a resolution passed by a majority or more than one-half (50%

+ 1) of the votes cast in favour or against;

5.17 "RTC" means Reality Therapy Certified; and

5.18 "Special resolution" means a resolution passed by a majority of two-thirds (2/3) or

more of the votes cast for or against. Abstentions are not counted in the votes

cast.

SECTION 6 - INTERPRETATION 6.1 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.

6.2 Other than as specified in 6.1 above, words and expressions defined in the Act have the

same meanings when used in these by-laws.

SECTION 7 - MEMBERSHIP - ELIGIBILITY – DUTIES - BENEFITS – LOSS OF MEMBERSHIP

7.1 Membership

There shall be two classes of members in the Corporation, namely, Regular Members and

Associate Members which may include organizations as determined by the Board of

Directors.

7.2 The Board of Directors shall approve the admission of the members of the Corporation as

prescribed, by resolution, subject to renewal annually in accordance with the policies of

the Corporation.




7.3 The Board of Directors may delegate the authority for issuing memberships to an officer or

a committee of the Corporation.

7.4 Regular Members and members of organizations shall be subject to conditions of eligibility

to be accepted as Members in Good Standing of the Corporation.

7.4.1 Regular members and members of organizations are considered eligible and

Members in Good Standing if they have:

a. completed the certification process in reality therapy, choice theory and

lead-management designated as CTRTC or RTC;

b. paid annual dues;

c. expressed interest in furthering the objectives of the Corporation;

d. applied and been accepted as Regular Members and in accordance with

Article 7.2.

7.4.2 Regular Members and members of organizations who fulfill conditions of

regular membership shall be entitled to attend all general meetings and to:

a. receive notice of such meetings; and

b. have the right to one (1) vote.

7.5 Associate Members and members of organizations shall be subject to conditions of

eligibility to be accepted as Members in Good Standing.

7.5.1 Associate Members and members in organizations are considered eligible and

Members in Good Standing if they have:

a. completed a basic intensive training;

b. paid annual dues;

c. expressed an interest in and knowledge of the works of Dr. William

Glasser and related fields;

d. applied and been accepted as Associate Members and in accordance

with Article 7.2.

7.5.2 In the case of organizations, those members who have been accepted as

voting members with the organization, shall enjoy the rights of regular

members.

7.5.3 Associate Members and members of organizations shall be entitled to attend

all general meetings and to receive notice of such meetings.




7.5.4 Associate Members and members of organizations that do not fulfill the

conditions of regular members shall have no voting privileges at any of the

general meetings.

7.6 Duties of Membership

The duties of Regular Members, Associate Members, and members of organizations shall

be reviewed and determined by the Board of Directors annually at a meeting held at least

one (1) month prior to the end of the current fiscal year for the new fiscal year.

7.6.1 Each member of the corporation shall have the duty to:

a. respect the constitution and by-laws;

b. pay membership fees, if and when required;

c. supports the policies of the Corporation.

7.7 Regular Members and Associate Members shall be entitled to benefits of membership

determined by the Board of Directors annually at a meeting held at least one (1) month

prior to the end of the current fiscal year for the new fiscal year.

7.7.1. Each Regular Member of the Corporation and members of organization who

fulfill the conditions of membership shall have the following benefits, reviewed

annually by the Board of Directors, and according to the means and resources

of the Corporation:

a. newsletter access on website on a quarterly basis;

b. notification of articles and programs of interest;

c. program access which may be used without charge;

d. discount on Glasser books, whenever possible;

e. discounted registration fees for IWGI - Canada sponsored and/or co-

sponsored seminars and/or conferences;

f. discounted registration fee for professional development seminars;

g. publication of articles on website;

h. acceptance of special projects submitted, according to conditions set

by the Board of Directors;

i. acceptance of special programs for teaching on a partnership basis

with the Corporation according to the conditions set by the Board of

Directors;

j. scholarship access at the Supervisor level;




k. nomination access to run for office within the Corporation, according

to the procedures determined by the Board of Directors;

l. privilege to attend and to vote at all regular meetings of the

Corporation.

7.7.2 Each Associate Member of the Corporation shall have the following benefits, reviewed annually by the Board of Directors, and according to the means and resources of the Corporation:

a. newsletter access on website on a quarterly basis; b. notification of articles and programs of interest;

c. program access which may be used without charge;

d. discount on Glasser books, whenever possible; e. publication of articles on website;

f. scholarship access at all levels for training leading to Certification; g. discounted registration fees for IWGI - Canada sponsored and/or co-

sponsored seminars and/or conferences; h. acceptance of special projects submitted, according to conditions set by

the Board of Directors;

i. Privilege to attend all general meetings without the right to vote.

7.7.3 Only Members in Good Standing shall be entitled to exercise the benefits attached

to their membership.

7.8 Changes in Membership Voting Rights

A special resolution of two-thirds (2/3) or more of the votes cast for or against shall be

required to make any changes that affect membership voting rights. Abstentions are not

counted in the votes cast.

7.9 Loss of Membership

Membership in the Corporation is lost if a member:

7.9.1 Fails to maintain any conditions for membership in accordance with Section 7.4 and Section 7.5 of these By-Laws;

7.9.2 Resigns by delivering a written resignation to the Board of Directors in which case such resignation shall be effective on the dated specified in the

resignation;

7.9.3 Fails to keep dues up to date in accordance with Section 7.4 and Section 7.5 of

these of these By-Laws.




7.10 Members Respecting Provisions of the Corporation

7.10.1 The Corporation shall recognize that some of its members are subject to their

rules and regulations governed by the Code of Ethics of their professional associations,

[Example: The Canadian Counselling and Psychotherapy Association (CCPA). Institut

William Glasser – Canada / William Glasser Institute – Canada shall provide its Code of

Ethics to all members through the Policies, Procedures, and Programs Handbook of the

Corporation.

7.10.2 Failure to respect any provision of the articles, by-laws or written policies of the

Corporation shall be addressed by the Board of Directors and followed by a

recommendation to the membership, if required.

SECTION 8 - MEETINGS OF MEMBERS

8.1 Annual General Meeting

The Annual General Meeting shall include all members who are entitled to receive notice of

and to attend all meetings of members.

8.1.1 The purpose of the Annual General Meeting shall be to:

a. receive and adopt the Financial Reports presented by the Treasurer;

b. appoint, by resolution, a Public Accountant in accordance with Section

1.10.2;

c. adopt the budget for the new fiscal year proposed by the Board of

Directors;

d. receive reports on projects and from committees approved and/or

established by the Board of Directors;

e. ratify resolutions made during the fiscal year by the Board of Directors;

f. propose amendments to the Constitution and By-Laws, in whole or in part,

that present no substantive changes to the proposal in accordance with

Section 8.1.5.

g. consider, accept, or reject proposed amendments to the Constitution and

By-Laws, by resolution, as presented by the Board of Directors;

h. suggest/discuss/propose other items to the agenda for consideration.

8.1.2 The Annual General Meeting shall be held in every fiscal year and no later than

fourteen months after the date of the preceding annual general meeting.




8.1.3 The Board of Directors shall decide annually on the format of the Annual General

Meeting through either an in person meeting or some other format. [Example:

GoToMeeting].

8.1.4 The notice of the Annual General Meeting shall be given by the Secretary to each

Member entitled to be present at the meeting and shall include:

a. date, time, and place of meeting;

b. copy of the agenda.

8.1.5 Notice of the agenda and the proposed amendments to the Constitution and By-

Laws shall be sent in writing, via letter, newsletter, or other forms of

communication at least 30 days prior to the date of the Annual General Meeting.

8.1.6 Any substantive amendments proposed by the Regular Members of the

Corporation shall be sent to the Secretary of the Board of Directors at least 21

days prior to the date of the Annual General Meeting. The Secretary compiles

the proposals received and sends them to the members at least 14 days in

writing prior to the date of the Annual General Meeting.

8.1.7 Exceptional circumstances may occur regarding notice of meetings and which shall

be ruled by the Chair of the Annual General meeting or other meetings of

members as to their admissibility.

8.1.8 Quorum

A quorum at any meeting of the members 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.

8.2 Calling of Meetings and Member Proposals for Meetings

8.2.1 Generally, the Secretary of the Executive Committee in concert with members of

the Executive and/or the Board of Directors shall be responsible for the calling of

meetings including the Annual General Meeting of members and setting the

agenda.

8.2.2 Regular members may submit items to the Secretary of the Executive

Committee for the agenda for the meetings of members at least 30 days prior to

the date of the Annual General Meeting or meeting of members about any

matter the Regular Member wishes to raise.

8.2.3 If a proposal includes nominations for the election of directors, the proposal

must be signed by at least 5% of the Regular Members entitled to vote at the

meeting of members.




8.2.4 The Corporation is required to include the proposal in the notice of meeting that

is sent to the Regular Members. The Corporation shall include the proposal and a

statement, not to exceed 500 words in total in support of the proposal with the

name and address of the member, if the member so requests.

8.2.5 The member who submitted the proposal is required to pay any cost of including

the proposal and statement in the notice of meeting.

8.2.6 If the Board of Directors fail to call a meeting within 21 days of receiving the

requisition, any member who signed the requisition may call a meeting and the

corporation must reimburse the member for the cost of doing so.

8.2.7 Directors are not obliged to call a meeting or include the proposal if the

submission of the proposal does not meet the requirements above; or the

proposal is improper, in that the:

8.2.7.1 directors are in the process of calling a meeting of members;

8.2.7.2 directors have already called a meeting, or

8.2.7.3 business stated in the proposal is improper in that:

a. it is intended to enforce a personal claim or redress a

personal grievance against the corporation, or its directors,

officers, members or debt obligation holders;

b. it does not relate in a significant way to the activities or

affairs of the corporation;

c. not more than 2 years before the receipt of the proposal, the

member failed to raise the matter covered by the proposal at

a meeting of members;

d. it is substantially the same as a proposal previously

submitted to members less than 5 years ago and it did not

receive the minimum required support at that meeting;

e. the rights to submit proposals are being abused to secure

publicity.

8.2.8 A special resolution of the Regular Members shall be required to make any

changes to the by-laws of the Corporation regarding the manner of giving notice to

Regular Members entitled to vote at a meeting of members by a majority of two

thirds (2/3) or more of the votes cast for or against. Abstentions are not counted

in the votes cast.

8.2.9 The accidental omission to give notice, or the non-receipt of a Notice of Meeting to

any of the Members entitled to receive it, does not invalidate proceedings at that

meeting.




8.3 Absentee Voting

Regular Members are entitled to vote at a meeting of members by mailed-in ballots if the

Corporation has a system that:

8.3.1 enables the votes to be gathered in a manner that permits their subsequent

verification, and

8.3.2 permits the tallied votes to be presented to the Corporation without it being

possible for the Corporation to identify how each member voted.

8.4 A special resolution of the members, passed by a majority of two-thirds (2/3) or more of the

votes cast for or against, 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. Abstentions are not counted in the votes cast.

8.5 Voting Procedure

8.5.1 Regular Members and members of organizations who fulfill the conditions of

regular membership shall each have one (1) vote in all proceedings in which

they are entitled to vote. Associate Members or members of organizations who

fulfill the conditions of associate membership do not have a right to vote for any

purpose.


regular membership absent at the meeting may give a proxy vote, in writing, to

another Regular Member present at the meeting for a specific issue or issues.

The Regular Member sends this proxy vote to the President and to the member

voting on the member's behalf.

8.5.3 Every question submitted to a vote, except the case of resolutions requiring a

2/3 majority, and amendments to the Constitution and By-Laws [Section 8.4],

shall be decided by a majority or more than one-half (50% + 1) of the votes

cast in favour or against. The Chair of the meeting may vote only in the case of

a tie.

8.5.4 On every question submitted to a vote, a declaration by the Chair that a

resolution has been carried or lost shall be conclusive evidence of the fact. Any

Regular Member in the meeting may ask for a count.

8.5.5 Quorum








8.6 Voting Procedure - Other Means of Communication

8.6.1 A person participating in a meeting through some means of communication is deemed to be present at the meeting.


regular membership shall each have one (1) vote in all proceedings in which

they are entitled to vote. Associate Members shall not have a right to vote for

any purpose.


regular membership absent at the meeting may give a proxy vote, in writing, to

another Regular Member present at the meeting for a specific issue or issues.

The Member sends this proxy vote to the President and to the member voting on

the member's behalf.

8.6.4 Every question submitted to a vote, except the case of resolutions requiring a

2/3 majority, and amendments to the Constitution and By-Laws [Section 8.4],

shall be decided by a majority or more than one-half (50% + 1) of the votes

cast in favour or against. The Chair of the meeting may vote only in the case of

a tie.

8.6.5 On every question submitted to a vote, a declaration by the Chair that a

resolution has been carried or lost shall be conclusive evidence of the fact. Any

Regular Member in the meeting may ask for a count.

8.6.6 Questions submitted to an electronic vote shall be restricted to items that are

determined by the Board of Directors to be of major importance that require the

largest possible response rate from the membership. Electronic votes are

conducted at the discretion of the Executive Committee with the approval of the

Board of Directors.

8.6.7 On every question submitted to a vote, an electronic declaration by the Chair

that a resolution has been carried or lost shall be conclusive evidence of the fact.

This declaration shall be transmitted via e-mail to all Regular Members.

8.6.8 Quorum





8.7 A special resolution of the members, passed by a majority of two-thirds (2/3) or more of

the votes cast for or against, 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. Abstentions are not counted in the votes cast.




8.8 Persons Entitled to be Present

The only persons entitled to be present at a meeting of members shall be Regular

Members, members of organizations who fulfill the conditions of regular membership, the

directors, 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.

Any other person may be admitted only on the invitation of the Chair of the meeting or by

resolution of the members who are present. Associate Members may also attend meetings

of members without voting privileges and may speak at the discretion of the Chair of the

meeting.

8.9 Chair of the Meeting

The President of the board or, in his absence, one of the Vice-Presidents may chair the

meeting or ask the General Assembly to choose a Chair.

SECTION 9 - DIRECTORS – ELIGIBILITY – DUTIES – ELECTION - TERM OF OFFICE

VACANCY IN OFFICE

9.1 Directors - Eligibility

A director shall meet all of the following qualifications:

9.1.1 Be at least 18 years of age;

9.1.2 Not having been declared incapable by a court in Canada or in another country;

9.1.3 Not be in bankrupt status;

9.1.4 No criminal record;

9.1.5 A Member in Good Standing with the Corporation;

9.1.6 At least certification designated as CTRTC or RTC.

9. 2 Directors - Duties

9.2.1 The Board of Directors is accountable to the members and responsible for

managing and supervising the affairs of the Corporation. The Duties and

responsibilities shall be outlined in the Policies, Procedures, and Programs

Handbook. Among some of the duties and responsibilities are to:

a. insure the success of communication to its members;

b. prepare, oversee, and revise an annual budget for the Corporation;

c. receive periodic financial reports from the Treasurer;

d. allocate funding to support programs and projects;




e. review and offer strategic plans for the members;

f. set up committees and programs;

g. receive periodic reports on the progress of all committees;

h. offer input on any business brought to its attention;

i. insure that the Constitution and By-Laws of the Corporation are followed; and

j. prepare amendments to the Constitution and By-Laws, as required.

9.2.2 The property and business of the Corporation shall be managed by a board of not

less than six (6) and not more than fourteen (14) directors of whom a majority

of directors shall constitute a quorum. Directors must be individuals, eighteen (18)

years of age, with power under law to contract.

9.2.3 The applicants for incorporation shall become the first directors of the Corporation

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

Corporation.

9.2.4 The Board of Directors of the Corporation is obliged to keep certain records at its

registered office or at some other location in Canada so designated by the Board

of Directors.

a. A reasonable fee may be charged by the corporation for extracts except that

a member is entitled, on request and without charge, to one copy of the

articles and by-laws, any amendments to them, and any unanimous member

agreements.

b. Any examination of records of the Corporation must take place during the

regular business hours of the Corporation between 9 AM and 5 PM.

9.2.5 Directors are required to provide the members with the Financial Statements of

the Corporation including the public accountant’s report, before every annual

meeting prepared in accordance with the generally accepted accounting principles.

9.3 Directors - Elections

Elections shall be conducted by the Election Committee of three (3) individuals, one of

whom is appointed Returning Officer by the Board of Directors from the Regular Members,

and two appointed by the Board of Directors from non-voting members to oversee

nominations and elections.

9.3.1 Members of the Election Committee may not nominate nor run for Office.




9.3.2 Officers and directors shall be elected by ballot or acclamation from the Regular

Members of the Corporation.

9.3.3 The election shall normally take place in November so that newly-elected members

may assume office following their being elected or acclaimed and further ratified at

the Annual General Meeting.

9.4 Election Procedures

9.4.1 Election procedures shall be determined by the Board of Directors at its first

meeting in September of the year preceding the time when nominations and

elections are to take place. The procedures shall include the following:

a. appoint a Returning Officer who is not running for office or nominating

anyone for election and an alternate should the Returning Office be unable

to carry out duties;

b. outline the roles and responsibilities of the Returning Officer;

c. set the timeline for nominations and elections;

d. present the forms required for nominations and elections;

e. stipulate the manner in which voting shall take place;

f. review and list voting members of the Corporation;

g. offer any other assistance deemed necessary.

9.4.2 The Corporation shall provide all members eligible to vote with the voting

procedures outlined in the Policies, Procedures, and Programs Handbook of

the Corporation.

9.5 Directors – Term of Office

9.5.1 The term of office for officers and directors shall be for two (2) years from the date

on which the officer takes office and shall be effective until the first regular

meeting of the Board of Directors at which his successor takes office.

9.5.2 When individuals are appointed or elected by the Board to fill a vacancy on the

Board, they will hold office for the unexpired term of their predecessor only.

9.5.3 The Board is deemed to continue to exist at all times despite any change in its

Board membership and may take up and carry on to complete all reports,

proceedings and other matters under consideration prior to an interim

appointment or election.




9.6 Vacancy on the Board of Directors

9.6.1 If the office of any officer of the Corporation shall be or become vacant, the Board

of Directors may, by resolution, appoint a person to fill such vacancy for the

unexpired term of his predecessor.

9.6.2 A vacancy during the term of a sitting Board Member may arise for a variety of

reasons, including:

a. a resignation;

b. the removal of a director by the members for cause related to the duties and

responsibilities of his position; or

c. was not filled during the election period.

9.7 Removing a director shall require a special general meeting and the approval of a majority

of two-thirds (2/3) or more of the votes cast for or against for the purpose of removing

the director and electing another director to fill the vacancy created by the removal.

Abstentions are not counted in the votes cast.

9.8 If a meeting is called to remove or replace a director, that director may submit to the

Corporation a written statement giving reasons for opposing his removal or replacement

as a director. The Corporation is required to give notice of this statement to the members

and must also file a copy of the statement with Corporations Canada.

9.9 If a vacancy occurs on the board of directors, the remaining directors may continue to

exercise all the powers of directors as long as the number of remaining elected directors

constitutes a quorum.

9.10 Whenever there is a change of Directors, the Corporation must file Form 4006 (Changes

Regarding Directors) with Corporations Canada within fifteen (15) days of the change.

SECTION 10 MEETINGS OF DIRECTORS – OFFICERS – EXECUTIVE COMMITTEE

10.1 Calling of Meetings

10.1.1 Meetings of the Board of Directors may be called by Chair or President the of the

board, the Vice-Chair or Vice-President 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.

10.1.2 The Board of Directors shall meet on a regular basis at a time and date suitable

to the members of the board to oversee the management and operations of the

Corporation.

10.1.3 Directors may also need to meet occasionally to conduct special business.




10.1.4 Meetings of the board can be held whenever and wherever the board wishes.

10.1.5 An absentee director may not appoint a proxy or nominee to attend the board

meeting. This should not be confused with the ability of members to appoint

proxy holders to attend general meetings of members.

10.1 Executive Committee

The Executive Committee Members of the Corporation are elected as both officers and

directors by the members of the Corporation to assist the directors in carrying out certain

specified functions.

10.1.1 The officers shall have duties and responsibilities associated with their

positions and in accordance with the Policies, Procedures and Programs

Handbook of the Corporation.

10.1.2 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.

10.1.3 If the President steps aside as Chair momentarily, the Board of Directors

may appoint a temporary Chair. The President may ask the Board of

Directors to choose any member of the Board to serve as Chair at any time.

10.1.4 The Vice-President shall, in the absence or disability of the President,

perform the duties and responsibilities of the president and shall perform

such other duties as shall time to time be required of him by the Board of

Directors.

10.1.5 The Secretary shall attend and be the secretary of all meetings of the

Executive Committee and 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 custodian of all books,

papers, records, documents and other instruments belonging to the

Corporation.

10.1.6 The Secretary in concert with the President sets the agenda for all meetings

and sends notice to the appropriate members. This procedure also applies to

general meetings.

10.1.7 The Treasurer shall have such powers and duties as the Board of Directors

may specify.

10.1.8 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 of Directors or President

requires of them.




10.1.9 A former President of the Corporation may serve in an advisory capacity on

the Board of Directors at the invitation of the Board and serve on the

Executive Committee.

10.1.10 The Board of Directors may, from time to time, vary, add to or limit the

powers and duties of any officer.

10.1.11 The Executive Committee shall meet at least three (3) times per year in

January, June and December at a time, place and method to review committee

work in progress and to assist and advise the Board of Directors on strategic

planning.

SECTION 11 - NOTICES

11.1 Notice of Meetings and Purpose

Notice of the time, place and purpose [agenda] for the holding of a meeting of the Board

of Directors shall be given to every director of the Corporation at least 7 days before the

time when the meeting is to be held by one of the following methods:

11.1.1 delivered personally to the latest address as shown in the last notice that was

sent by the Corporation.

11.1.2 mailed by prepaid ordinary mail to the director's address as set out in 11.1.1.

11.1.3 by telephonic, electronic or other means communication at the director's recorded

address for that purpose; or

11.1.4 by an electronic document.

11.1.5 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.

11.1.6 Notice of an adjourned meeting is not required if the time and place of the

adjourned meeting is announced at the original meeting.

11.2 Invalidity of any provisions of this by-law

The invalidity or unenforceability of any provision of this by-law shall not affect the validity

or enforceability of the remaining provisions of this by-law.

11.3 Omissions and Errors

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.




11.4 Committees

11.4.1 The board may from time to time appoint any committee or other advisory body

as it deems necessary or appropriate for such purposes and with such powers as

the board shall see fit.

11.4.2 The Standing Committees deemed by the board of directors to serve the

Corporation are as follows:

a. Communication;

b. Constitution and By-Laws;

c. Election;

d. Finance and Investment;

e. Membership;

f. Professional Development;

g. Program Development;

h. Research & Development;

i. Scholarship; and

j. Others, determined by the Board of Directors.

11.4.3 Any such committee shall record minutes, formulate its internal rules of

procedure, subject to such regulations or directions as the Board of Directors

may from time to time make.

11.4.4 Any committee member may be removed by resolution of the Board of Directors

for cause related to the duties and responsibilities of the member.

SECTION 12 - DISPUTE RESOLUTION

12.1 Mediation and Arbitration

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 12.2 of this by-law.

12.2 Dispute Resolution Mechanism

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 law suit or legal action, such dispute or controversy

shall be settled by a process of dispute resolution as follows:

12.2.1 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 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.

12.2.2 The number of mediators may be reduced from three to one upon

agreement of the parties.

12.2.3 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 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.

12.2.4 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.

SECTION 13 DISSOLUTION AND LIQUIDATION

13.1 In the event of dissolution of the Corporation, remaining assets after payment of

liabilities shall be distributed to Canadian universities organizations in the provinces

and/or territories that supported the objectives of the Corporation.

13.2 To effect the intention of section 14.1 the distribution of assets shall be made to the

following universities and/organizations in the area of research and development in the

British Columbia – Fraser University

Saskatchewan – University of Saskatchewan

Manitoba – Brandon University

Ontario – University of Toronto

Québec – Concordia University – Université de Montréal

New Brunswick – University of Moncton

Nova Scotia – Acadia University

Prince Edward Island – University of Prince Edward Island

Nunavut – Nunavut Arctic College




SECTION 14 - AMENDMENT OF BY-LAWS

14.1 Amendments to this Constitution or its related By-laws may be made at

any Annual General Meeting of the Corporation or through secure electronic voting

procedures, provided the following conditions are met:

14.1.1 The Executive Committee and the Board of Directors must approve the

proposed amendment additions or deletions by a majority vote;

14.1.2 Electronic votes are conducted at the discretion of the Executive Committee with

the approval of the Board of Directors. This decision is based on which, if any,

By-law amendments are of major importance that require the largest possible

response rate from the membership and will therefore be conducted through

electronic voting procedures. Amendments that do not require the largest

possible response rate from the membership shall be reserved for the Annual

General Meeting;

14.1.3 Copies of the proposed changes shall be distributed to members of the

corporation at least 30 days prior to the established voting date of the Annual

General Meeting;

14.1.4 Any proposed changes to the Constitution or its related By-Laws must be

approved by two-thirds (2/3) or more of the votes cast for or against by special

resolution. Abstentions are not counted in the votes cast.

14.1.5 Such appeal or amendment must be approved by the Minister of Industry

Canada.

SECTION 15 - EFFECTIVE DATE

15.1 CERTIFIED to be the Constitution and By-Laws Section 1 through Section 15 for

Corporation No. 273427-3 Institut William Glasser - Canada / William Glasser Institute -

Canada, as enacted by the Directors of the Corporation by resolution on the 21st day

of March, 2015 and confirmed by the members of the Corporation by special resolution on

the 22nd day of March, 2015.

Dated as of the 22nd day of March, 2015 in Regina, Saskatchewan at AGM.

Rolf Ahrens, President Maureen Craig McIntosh, Secretary