• as of April, 2005

A bylaw relating generally to the transaction of the business and affairs of Hamilton-Wentworth CommunityNet (the "Corporation")

BE IT ENACTED as a by-law of the Corporation as follows:

1 Head Office
The head office of the Corporation shall be in the City of Hamilton in the Province of Ontario, at such place therein as the Board (as hereinafter defined) may from time to time by resolution determine.

2 Seal
The corporate seal of the Corporation shall be such as the Board may by resolution from time to time adopt, and shall be entrusted to the Secretary of the Corporation for its use and safe keeping.

3 Directors

3.1 Board of directors
The affairs of the Corporation shall be managed by a board of directors (herein referred to as the "Board") consisting of nine (9) directors, who may exercise all such powers and do all such acts and things as may be exercised or done by the Corporation and are not by the bylaws or any resolution of the Corporation or by statute expressly directed or required to be done by the Corporation at a meeting of members. The Board may enter into agreements with other persons and organizations which provide for the Appointment of representatives of those persons and organizations as ex officio non-voting members of the Board provided that the Board shall not appoint more than five (5) such non-voting members of the Board at any given time.

3.2 Qualification of directors
Directors shall be individuals, eighteen or more years of age and shall, at the time of their election or within ten days thereafter and throughout the term of their office, be voting members of the Corporation.

3.3 Election of directors and term of office

A person ceases to be a director of the Corporation:

3.4.1 if he or she becomes a bankrupt;
3.4.2 if he or she is found by a court to be mentally incompetent or of unsound mind;
3.4.3 if by notice in writing to the Secretary of the Corporation he or she resigns their office; or
3.4.4 if he or she ceases to be a member of the Corporation.

3.5 Removal of directors

3.5.1
The members of the Corporation may, by resolution passed by at least a two-thirds proportion of votes cast at a general meeting of which notice specifying the intention to pass such resolution has been given, remove any director before the expiration of their term of office and may, by majority of the votes cast at such meeting, elect any member in their stead for the remainder of their term.

3.5.2
Any director absent for three (3) consecutive meetings without permission of the board ceases to be a director of the corporation.

3.6 Remuneration of directors

The directors of the Corporation shall serve 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 him in the
performance of his duties.

4. Meetings of Directors

4.1 Place of meeting and notice

4.1.1
Meetings of the Board may be held either at the head office of the Corporation or at any place within the City of Hamilton, Ontario. The President or any two directors may convene a meeting of the Board at any time. The Executive-Director or other person appointed to manage the day-to-day operations of the Corporation by direction of the President or any two directors shall convene a meeting of directors.

4.1.2
Notice of any meeting of the Board shall be delivered, mailed, physically or electronically, or sent by telecopier or otherwise communicated to each director not less than ten (10) days (exclusive of the day on which the notice is delivered or mailed or sent by telecopier or otherwise communicated but inclusive of the day for which notice is given) before the meeting is to take place; provided always that meetings of the Board may be held in person, telephonically or electronically, at any time without formal notice if all the directors are present or those absent have waived notice or have signified their assent in writing, communicated physically or electronically, to such meeting being held in their absence. Notice of any meeting or any irregularity in any meeting or in the notice thereof may be waived by any director. The accidental omission to give notice of any meeting or the non-receipt of any notice by any member of the Board shall not invalidate any resolution passed or any proceedings taken at any meeting of the Board.

4.1.3
For the first meeting of the Board to be held immediately following the election of directors at an annual or general meeting of the members or for a meeting of the Board at which a director is appointed to fill a vacancy in the Board, no notice of such meeting need be given to the director or directors so elected or appointed in order for the meeting to be duly constituted, provided that a quorum of the directors is present.

4.2 Chairman
The President of the Corporation shall act as the chairman of the Board of Directors. The President shall, when present, preside at all meetings of the Board and of the members. In the absence of the President at a meeting of the Board, the Vice-President shall act as Chairman of the meeting failing which the directors present shall choose one of their numbers to be Chairman of the meeting.

4.3 Quorum
A quorum at any meeting of the Board shall be the presence in person of fifty percent (50%) of the members of the Board entitled to vote.

4.4 Voting

4.4.1
Questions arising at any meeting of the Board shall be decided by a majority of votes. In case of an equality of votes, the Chairman of the meeting, in addition to his or her original vote, shall not have a second or casting vote.

4.4.2
At any meeting unless a poll is demanded, a declaration by the Chairman that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact without proof of the number or proportion of votes recorded in favour of or against the motion.

5 Officers

5.1 Officers
The President, Vice-President, Secretary-Treasurer and the Executive Director shall be the officers of the Corporation. The Board may appoint such other officers and agents, as it shall deem necessary who shall have such authority and shall perform such duties as may from time to time be prescribed by the Board.

5.2 Election of Officers
The President, Vice-President, and Secretary-Treasurer shall be elected on a bi-annual basis by the members of the Corporation in the same manner as the election of directors of the Corporation.

5.3 Appointment of Executive Director
The Board shall appoint an Executive Director or other person to manage the day-to-day affairs of the Corporation.

5.4 Qualification
An officer of the Corporation, other than the Executive Director or other person appointed to manage the day-to-day affairs of the Corporation, must be and remain a director during their term as an officer.

5.5 Limitation of Term
Anyone appointed as an officer of the Corporation, other than the Executive Director or other person appointed to manage the day-to-day operations of the Corporation, shall be entitled to serve in that particular capacity for only one (1) two (2) year term following which they shall be ineligible to be re-elected to that particular position for a period of two (2) years.

5.6 Remuneration and removal of officers
With the exception of the Executive Director or any other person appointed to manage the day-to-day affairs of the Corporation, the officers of the Corporation shall serve without remuneration and no officer, other than the Executive Director or other person appointed to manage the day-to-day affairs of the Corporation, shall directly or indirectly receive any profit from his or her position as such; provided that an officer may be paid reasonable expenses incurred by him or her in the performance of his or her duties. The directors may fix the remuneration (if any) to be paid to the Executive Director or other person appointed to manage the affairs of the corporation. All officers, in the absence of agreement to the contrary, shall be subject to removal by resolution of the Board passed by a two-thirds majority vote of those present at any time with or without cause.

5.7 Delegation of duties of officers
In the case of absence or inability to act of the President, the Vice-President or any other officer of the Corporation or for any other reason that the directors may deem sufficient, the directors may delegate all or any of the powers of such officer to any other officer or to any director for the time being.

5.8 Executive Director

5.8.1
The Executive Director, together with the President or such other officer of the Corporation as may have been authorized by the Board, shall sign such contracts, documents or instruments in writing as require his or her signature. The Executive Director shall be responsible to the Board for the co-ordination of all affairs of the Corporation. In all matters affecting the Corporation, the Executive Director shall be deemed to be an agent of the Corporation acting under the authority and at the express intention and express direction of the Board.

5.8.2
In addition to any other authority or duties conferred by direction of the Board, the Executive Director shall exercise general and active supervision over:

a) the selection, employment, supervision and discharge of all employees,
b) the preparation and submission of such reports and statements as the Board may from time to time direct be prepared and submitted to the Board, to any director or officer of the Corporation or to any meeting of the members of the Corporation;
c) the preparation of the annual budget for the Corporation, showing expected revenues and expenditures; and
d) the safe keeping and good state of repair of all physical properties of the Corporation.

5.9.1
In addition to any other authority or duties conferred by direction of the Board, the President shall exercise general and active supervision over the setting of the agendas for meetings of the Board.

5.10 Vice-President
The Vice-President shall be vested with all the powers and shall perform all the duties of the President in the absence or inability or refusal to act of the President. The Vice-President shall sign such contracts, documents or instruments in writing as require his or her signature and shall have such other powers and duties as may from time to time be assigned to him or her by the Board.

5.11 Secretary-Treasurer
The Secretary-Treasurer shall:

5.11.1
when present, act as secretary of all meetings of directors and members, shall have charge of the minute books of the Corporation and the documents and registers referred to in s. 300 of the Corporations Act provided that the Board may delegate any or all of these functions
to the Executive Director or persons employed by the Corporation and supervised by the Executive Director;

5.11.2
have the care and custody of all the funds and securities of the Corporation and shall deposit the same in the name of the Corporation in such bank or banks or with such depositary or depositaries as the Board may direct provided that the Board may delegate any or all of these functions to the Executive Director or persons employed by the Corporation and supervised by the Executive Director;

5.11.3
review the annual budget for the Corporation, showing expected revenues and expenditures prior to its submission to the Board for its approval;

5.11.4
present the annual financial statements to the annual meeting of members and give the Secretary-Treasurer's report thereon; and

5.11.5
sign such contracts, documents or instruments in writing as require his or her signature and shall have such other powers and duties as may from time to time be assigned to him or her by the Board or as are incident to his or her office.

5.12 Vacancies
If the office of any officer of the Corporation shall be or become vacant by reason of death, resignation, disqualification or otherwise, the directors may elect or appoint an officer to fill such vacancy and, except for the Executive Director, for the balance of that officer's normal term.

6 Committees

6.1 General
The Board may from time to time constitute such committees, as it deems necessary to assist the directors in carrying on the affairs of the Corporation and shall prescribe the duties of any such committees.

6.2 Nominating Committee
At least two months prior to an annual meeting of members, in which the election of officers and directors is to take place, the Board shall form a Nominating Committee consisting of not less than (3) members. It shall be the duty of the Nominating Committee to prepare nominations for all officers', directors' and other positions that will be voted on at such an annual meeting.

7 Indemnities to Directors, Officers and Others
Every director or officer of the Corporation or any other person who has undertaken or is about to undertake any liability on behalf of the Corporation and his or her 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:

7.1
all costs, charges and expenses whatsoever which such director, officer or other person sustains or incurs in or about any action, suit or proceeding that is brought, commenced or prosecuted against him, for or in respect of any act, deed, matter or thing whatsoever made, done or permitted by him or her, in or about the execution of the duties of his or her office; and

7.2
all other costs, charges and expenses that 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 willful neglect or default.

8 For the Protection of Directors and Officers

8.1
No director or officer for the time being of the Corporation shall be liable for the acts, receipts, neglects or defaults of any other director or officer or employee or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired by order of the Board or for or on behalf of the Corporation or for the insufficiency or deficiency of any security in or upon which any of the moneys of or belonging to the Corporation shall be placed out or invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person, firm or company with whom or which any moneys, securities or effects shall be lodged or deposited or for any other loss, damage or misfortune whatever which may happen in the execution of the duties of such director's or officer's respective office or trust or in relation thereto unless the same shall happen by or through such director's or officer's own wrongful and willful act or through his or her own wrongful and willful neglect or default.

8.2
The directors for the time being of the Corporation shall not be under any duty or responsibility in respect of any contract, act or transaction whether or not made, done or entered into in the name or on behalf of the Corporation, except such as shall have been submitted to and authorized or approved by the Board. If any director or officer of the Corporation shall be employed by or shall perform services for the Corporation otherwise than as a director or officer or shall be a member of a firm or a shareholder, director or officer of a company which is employed by or performs services for the Corporation, the fact of his being a director or officer of the Corporation shall not disentitle such director or officer or such firm or company, as the case may be, from receiving proper remuneration for such services.

9 Membership

9.1 Qualification
The members of the Corporation shall be those persons who are from time to time enrolled as members of the Corporation at its head office. There shall be maintained at the head office of the Corporation a list of members in good standing enrolled at such office. Save as otherwise expressly herein provided, the fee for membership in the Corporation, for each class of member (as hereinafter provided for), shall be such sum per annum as may be fixed from time to time by the Board.

9.2 Classes of membership
There shall be two classes of membership in the Corporation, namely:

9.2.1 Voting Members; and

9.2.2 Honourary Members

9.3 Voting members
Voting members shall be those individuals, companies, corporations, partnerships, sole proprietorships and unincorporated associations, who have filed an application for such membership with the Corporation and paid the required fee.

9.4 Honourary members
Honourary members shall be those individuals who have been admitted as honorary members by the Board provided that no more than two (2) honorary members shall be admitted by the Board in any given fiscal year of the Corporation. An appointment of an Honourary member shall be for the life of the honorary member unless such membership is sooner terminated by resolution of the Board passed by a two-thirds majority vote.

Honourary members shall be entitled to vote.

9.5 Termination or Suspension of membership
The membership of any member, other than an honorary member, shall be automatically terminated if such member fails to pay any fee within sixty days after it is due or, in the case of a basic member, fails to complete any annual renewal form prescribed by the Board sixty days after due. Such termination of membership shall not prejudice the member's right to apply for re-admission. The Board may at the recommendation of the Members' Disciplinary Committee referred to below, by a resolution passed by a two-thirds majority vote, terminate or suspend any membership, provided, however, that the membership of any director of the Corporation shall not be terminated unless such director has first been removed as a director of the Corporation pursuant to Section 3.5 of this By-law.

9.6 Members' Disciplinary Committee

9.6.1
There shall be established as a standing committee of the Corporation, a Members' Disciplinary Committee to be composed of five (5) members who shall be:

a) The Vice-President of the Corporation who shall act as the chairman of the committee;
b) One other director of the Corporation other than a director who holds a position as an officer of the Corporation who shall be chosen annually by the Board at the meeting of the Board immediately following the annual meeting of the members of the Corporation, who shall act as the Secretary of the committee;
c) Three (3) members of the Corporation who shall be voting members and who shall not otherwise hold a position as an officer or director of the Corporation who shall be chosen annually at the annual meeting of the members of the Corporation.

9.6.4
With respect to any complaint, the Members' Disciplinary Committee, after appropriate inquiry, may:

a) take no further action on the complaint;
b) recommend to the Board that the membership of the member or members concerned be suspended for a period not exceeding six (6) months; or
c) recommend to the Board that the membership of the member or members concerned be terminated.

10. Meetings of Members

10.1 Annual meetings
The Corporation shall hold an annual meeting of its members not later than eighteen months after its incorporation and subsequently not more than fifteen months after the holding of the last preceding annual meeting. The annual meeting of the members shall be held at the head office of the Corporation, or such other place within the City of Hamilton, Ontario, on such day in each year and at such time as the Board may by resolution determine. At annual meetings there shall be presented a report of the directors of the affairs of the Corporation for the previous year, a financial statement of the Corporation, the auditor's report and such other information or reports relating to the Corporation's affairs as the directors may determine.

10.2 General meetings
Other meetings of the members (to be known as "general meetings") may be convened by order of the President or by the Board to be held at any date and time and at any place within the City of Hamilton, Ontario. In addition, the President shall call a general meeting of the members upon receipt of a written requisition to do so of not less than 5% of the members entitled to vote at such meeting.

10.3 Notice
A printed, written or typewritten notice stating the day, time and place of a meeting of the members and the general nature of the business to be transacted shall be served by sending such notice to each member of such meeting and to the auditor of the Corporation through the post in a prepaid wrapper or letter or by means of electronic mail not less than fourteen nor more than sixty days (exclusive of the day of mailing but including the day for which notice is given) before the date of every meeting directed to such address, including an electronic mail address, of each such member and of the auditor as appears on the books of the Corporation, or if no address is given therein, then to the last address, including an electronic mail address, of each such member or auditor known to the Secretary; provided always that a meeting of members may be held for any purpose at any date and time and at any place within the City of Hamilton without notice if all the members are present in person at the meeting or if all the absent members shall have signified their assent in writing to such meeting being held in their absence. Notice of any meeting or any irregularity in any meeting or in the notice thereof may be waived by any member or by the auditor of the Corporation.

10.4 Omission of notice
The accidental omission to give notice of any meeting or the non-receipt of any notice by any member or by the auditor of the Corporation shall not invalidate any resolution passed or any proceedings taken at any meeting of members.

10.5 Contents of notice
Notice of any meeting of members shall include a statement of the right of such member to appoint a proxy, who need not be a member, to exercise the same voting rights that the Member appointing such proxy would be entitled to exercise if present at the meeting. The notice of such meeting shall contain sufficient information concerning such business to permit the member to form a reasoned judgment on the decision to be taken.

10.6 Proxies
At any meeting of members, a proxy duly and sufficiently appointed by a member shall be entitled to exercise, subject to any restrictions expressed in the instrument appointing such proxy, the same voting rights that the member appointing him or her would be entitled to exercise if present at the meeting. A proxy need not be a member of the Corporation.

10.7 Chairman
The President shall act as chairman of the meeting. In the absence of the President, the Vice-President shall act failing which the members present at any meeting of members shall choose another director to act as Chairman of the meeting and if no director is present or if all the directors present decline to act as Chairman, the members present shall choose one of their number to be Chairman of the meeting.

10.8 Voting

10.8.1
Every question submitted to any meeting of members shall be decided by a majority of votes given on a show of hands unless otherwise specifically provided by statute or by these by-laws. In case of an equality of votes, the Chairman of the meeting shall not have, both on a show of hands and on a poll, a second or casting vote. Each voting member shall be entitled to one vote if present at a meeting in person or by proxy. Basic members and honorary members shall not be entitled to vote.

10.8.2
At any meeting, unless a poll is demanded, a declaration by the Chairman that a resolution has been carried or carried unanimously or by a particular majority or lost or not carried by a particular majority shall be conclusive evidence of the fact without proof of the number or proportion of votes recorded in favour of or against the motion.

10.9 Polls
If at any meeting a poll is demanded on the election of a Chairman or on the question of adjournment, it shall be taken forthwith without adjournment. If a poll is demanded on any other question it shall be taken in such manner and either at once or later at the meeting or after adjournment as the Chairman directs. The result of a poll shall be deemed to be the resolution of the meeting at which the poll was demanded. A demand for a poll may be withdrawn.

10.10 Adjournments
The Chairman may with the consent of any meeting adjourn the same from time to time and no notice of such adjournment need be given to the members. Any business may be brought before or dealt with at any adjourned meeting which might have been brought before or dealt with at the original meeting in accordance with the notice calling the same.

10.11 Quorum
A quorum for the transaction of business at any meeting of members shall consist of not less than fifty (50) members present in person or represented by proxy; provided that in no case can any meeting be held unless there are ten (10) members present in person.

11 Facilities of the Corporation

11.1
Facilities of the Corporation may be used by members of the Corporation in accordance with rules and regulations for the use thereof established by the Board.

11.2
The Board may establish or modify rules and regulations for the use of facilities of the Corporation by members of the Corporation and other persons. Any rules and regulations will be provided to a member at the time they first become a member in writing or electronically and, in the event of a modification thereof, notification will be given to all members of such modification.

11.3
Prior to using the facilities of the Corporation, a member will be required to agree in writing to abide by any rules and regulations established by the Board and any modifications thereto.

12 Enactment, Repeal and Amendment of By-laws

12.1
By-laws of the Corporation may be enacted, and the by-laws of the Corporation repealed or amended, by by-law enacted by a majority of the Board at a meeting of the Board and sanctioned by an affirmative vote of a majority of the members present at a meeting of members duly called for the purpose of considering such by-law.

12.2
A copy of any by-law to be sanctioned at an annual or general meeting of members (including a by-law which amends or repeals an existing by-law) shall be made available electronically using the facilities of the Corporation to every member of the Corporation with the notice of such meeting.

13 Auditors
The members shall at each annual meeting appoint an auditor to audit the accounts of the Corporation to 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 from time to time by the Board.

14 Notices

14.1 Service
Any notice to be given to any member or director or auditor shall be served by either sending it:

a) physically through the mail in a prepaid envelope or wrapper; or
b) electronically; addressed to such member, director or auditor at his address as the same appears in the books of the Corporation or, if no address be given therein, then to the last address of such member, director or auditor known to the Secretary of the Corporation. With respect to every notice sent by physical mail, it shall be sufficient to prove that the envelope or wrapper containing the notice was properly addressed and put into a Post Office or into a Post Office letter box. With respect to every notice sent by electronic mail, it shall be sufficient to prove that the message containing the notice was properly addressed and sent using the facilities of the Corporation.

14.2 Signatures to notices
The signature to any notice may be written, stamped, typewritten or printed or partly written, stamped, typewritten or printed or in the case of any notice sent electronically, it may be in either plain or encrypted text within the message.

14.3 Computation of time
Where a given number of days notice or notice extending over any period is required to be given, the day of service or posting of the notice shall, unless it is otherwise provided herein, be counted in such number of days or other period.

14.4 Proof of service
A certificate of the President, a Vice-President, the Secretary-Treasurer or of any other officer of the Corporation in office at the time of the making of the certificate as to facts in relation to the mailing or delivery of any notice to any member, director, officer or auditor or publication of any notice shall be conclusive evidence thereof and shall be binding on every
member, director, officer or auditor of the Corporation, as the case may be.

15 Cheques, Drafts, Notes, etc.
All cheques, drafts or orders for the payment of money and all notes and acceptances and bills of exchange shall be signed by such officer or officers or person or persons, whether or not officers of the Corporation, and in such manner as the Board may from time to time designate by resolution.

16 Execution of Contracts, etc.

16.1
Contracts, documents or instruments in writing requiring the signature of the Corporation may be signed by (a) the President or the Vice-President, together with the Executive Director or (b) by any two directors, and all contracts, documents or instruments in writing so signed shall be binding upon the Corporation without any further authorization or formality. The Board is authorized from time to time by resolution to appoint any officer or officers or any person or persons on behalf of the Corporation either to sign contracts, documents or instruments in writing generally or to sign specific contracts, documents or instruments in writing.

16.2
The corporate seal of the Corporation may when required be affixed to contracts, documents or instruments in writing signed as aforesaid, by any officer or officers, person or persons, appointed as aforesaid by resolution of the board of directors.

16.3
The term "contracts, documents or instruments in writing" as used herein shall include deeds, mortgages, hypothecs, charges, conveyances, transfers and assignments of property, real or personal, immovable or movable, agreements, releases, receipts and discharges for the payment of money or other obligations, conveyances, transfers and assignments of shares, bonds, debentures or other securities and all paper writings.

16.4
In particular, without limiting the generality of the foregoing,

(i) the President or Vice-President, together with the Executive Director or
(ii) any two directors are authorized to sell, assign, transfer, exchange, convert or convey any and all shares, bonds, debentures, rights, warrants or other securities owned by or registered in the name of the Corporation and to sign and execute (under the corporate seal of the Corporation or otherwise) all assignments, transfers, conveyances, powers of attorney and other instruments that may be necessary for the purpose of selling, assigning, transferring, exchanging, converting or conveying any such shares, bonds, debentures, rights, warrants or other securities.

18 Interpretation
In all by-laws and special resolutions of the Corporation, the singular shall include the plural and the plural the singular; the word "person" shall include firms and corporations, and the masculine shall include the feminine and the neuter. Whenever reference is made in any by-law or any special resolution of the Corporation to any statute or section thereof, such reference shall be deemed to extend and apply to any amendment or re-enactment of such statute or section thereof, as the case may be.