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CFA By-Laws

 

>> Click to download 2016 CFA By-Laws

A by-law relating generally to the organization and the transaction of the affairs of the Canadian Federation of Aromatherapists (the “Corporation”)

  • Interpretation
  • Affairs of the Corporation
  • Memberships and Requirements
  • Conditions and Termination of Membership
  • Meeting of Members
  • Voting Members
  • Approved Instructors
  • Board of Directors
  • Meetings of the Board of Directors
  • Powers of the Board of Directors
  • Officers of the Corporation
  • Paid Position
  • Committees
  • Indemnities to Directors and Others
  • Auditors
  • CAHP and CAP Designations
  • Amendment of By-Laws
  • General Provisions

1.0    Interpretation

1.1      In this by-law, the following words have the following meanings:

  • “Act” means the Canada Not-for-profit Corporations Act,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;
  • “articles” means the original or restated articles of incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement or revival of the Corporation;
  • “Board” means the board of directors of the Corporation and “Director” means a member of the Board;
  • “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;
  • “Corporation” means the corporation without share capital incorporated under the Act by letters patent and named “Canadian Federation of Aromatherapists” “La Federation Canadienne D’Aromatherapists”;
  • “meeting of members” includes an annual meeting of members or a special meeting of members; “special meeting of members” includes a meeting of any class or classes of members and a special meeting of all members entitled to vote at an annual meeting of members;
  • “ordinary resolution” means a resolution passed by a majority of not less than 50% plus 1 of the votes cast on that resolution;
  • “proposal” means a proposal submitted by a member of the Corporation that meets the requirements of section 163 (Shareholder Proposals) of the Act;
  • “Regulations” means the regulations made under the Act, as amended, restated or in effect from time to time; and
  • “special resolution” means a resolution passed by a majority of not less than two-thirds (2/3) of the votes cast on that resolution.

2.0   Affairs of The Corporation

2.1     Head Office  –  Until changed in accordance with the Act, the head office of the Corporation and the Administrative Office shall change as needed to suit the Board and the change need not be registered under the Act.

  • Seal –  The seal, impression whereof is stamped hereof, shall be the seal of the Corporation.
  • Financial Year –  Until otherwise ordered by the Board, the financial year of the Corporation shall end on the 31st day of December in each year.
  • Execution of Instruments –  Deeds, transfers, assignments, contracts, obligations, certificates and other instruments, including instruments creating a security interest, shall be signed on behalf of the Corporation, after approval of the Board, by at least two (2) Directors.  Any such persons signing on behalf of the Corporation may affix the corporate seal to any instrument requiring the same.
  • Banking Arrangements –  The Corporation shall maintain a bank account or accounts in such chartered bank or banks as the Board may, by resolution, from time to time determine.  Cheques shall be signed by two (2) of the following five (5) persons that the Board gives signing authority to: the President, the Vice-President, the Secretary, the Treasurer, and the Office Administrator.

3.0   Memberships and Requirements

3.1     There shall be seven (7) types of memberships:

  • Professional Membership –  Professional Membership shall consist of those members of the Corporation who are practicing aromatherapists in Canada, who have met CFA requirements, and who are entitled to use the CAHP or CAP designation.  A Professional Member must hold professional liability insurance, be qualified in First Aid, and must follow the CFA Code of Ethics and Standards of Practice.  Each Professional Membership is entitled to one (1) vote at any meeting of members.
  • Non-Practicing Professional Membership –  Non-Practicing Professional Membership shall consist of those members of the Corporation who are aromatherapists, who have met CFA requirements, and who are entitled to use the CAHP or CAP designation, but are not practicing aromatherapy and are not carrying liability insurance.  A Non-Practicing Professional Member must follow the CFA Code of Ethics and Standards of Practice.  Each Non-Practicing Professional Membership is entitled to one (1) vote at any meeting of members.
  • International Membership –  International Membership shall consist of those members of the Corporation who are practicing aromatherapists in their country of origin (other than Canada), who have met CFA requirements, and who are entitled to use the CAHP or CAP designation.  An International Member must hold professional liability insurance in accordance with the requirements of the jurisdiction of their aromatherapy practice, be qualified in First Aid, and must follow the CFA Code of Ethics and Standards of Practice.  Each International Membership is entitled to one (1) vote at any meeting of members.
  • Non-Practicing International Membership –  Non-Practicing International Membership shall consist of those members of the Corporation who are aromatherapists in their country of origin (other than Canada), who have met CFA requirements, and who are entitled to use the CAHP or CAP designation, but are not practicing aromatherapy and are not carrying liability insurance.  A Non-Practicing International Member must follow the CFA Code of Ethics and Standards of Practice.  Each Non-Practicing International Membership is entitled to one (1) vote at any meeting of members.
  • Student Membership –  Student Membership shall consist of those members of the Corporation who are students enrolled in an aromatherapy course of study from a CFA approved instructor.  A Student Membership shall not entitle the member to vote at any meeting of members.
  • Affiliate Membership –  Affiliate Membership in the Corporation shall be open to members of the general public, or any individual with an interest in aromatherapy.  An Affiliate Membership shall not entitle the member to vote at any meeting of members.
  • Professional Instructor Membership –  Professional Instructor Membership shall consist of those members of the Corporation who have met the Instructor Requirements of the CFA and are currently teaching an aromatherapy program, which meets the Core Curriculum guidelines of the CFA.  A Professional Instructor Member must have held a Professional Membership in the CFA for the previous two (2) years before applying for a Professional Instructor Membership.  A Professional Instructor Member must hold professional liability insurance, be qualified in First Aid, and must follow the CFA Code of Ethics and Standards of Practice.  Each Professional Instructor Membership is entitled to one (1) vote at any meeting of members

4.0   Conditions and Termination of Membership

4.1     All members must pay the annual membership fees in accordance with the fee schedule as may be established in the budget from time to time.

4.2     Any member may withdraw from membership of the Corporation by delivering to the Corporation a written resignation and lodging a copy to the secretary of the Corporation.  Upon resignation no membership fees shall be returned to the member.

4.3     The membership in the Corporation is not transferable or assignable.

4.4     Any member not having paid the current year’s membership fee in full by the due date of April 1st will be charged a late fee (late fee to be established by the Board).  If the membership fee is still unpaid after 30 days of the due date, the membership in the Corporation shall be terminated.  When reapplying for membership, all membership requirements must be fulfilled.

4.5     Membership in the Corporation may be terminated by the Board where in the opinion of the Board, the member has discredited the Corporation through unethical or unprofessional practices or conduct, or is in violation of the CFA Code of Ethics and Standards of Practice.

4.6     The member in question must be notified in writing of their membership termination and the member shall be offered an opportunity of a hearing before the Board.  The membership termination letter must contain evidence of the cause of the termination, along with supporting documentation.

4.7     Within fifteen (15) days of receiving the membership termination letter, the member may request a hearing before the Board to reinstate the membership (the “Hearing Request”).  The Hearing Request must be in writing and delivered to the Board in accordance with the notice provisions of this by-law, along with a hearing fee of $500.00 payable by bank draft drawn on a Canadian Chartered Bank made payable to the Corporation.

4.8     Within five (5) days of receiving the Hearing Request, the Board shall schedule a hearing (the “Reinstatement Hearing”).  The Reinstatement Hearing date shall be no later than forty-five (45) days from the date the Board received the Hearing Request.

4.9     The Reinstatement Hearing shall be presided over by three (3) active Directors (the “Tribunal”), and shall be held at such place and such time as determined by the Tribunal.

4.10    The Reinstatement Hearing may be adjourned from time to time to a date or dates agreeable to the Tribunal and the member.

4.11     Not later than five (5) days before the Reinstatement Hearing, the member shall provide the Tribunal with three (3) copies of all documentary evidence the member intends to rely upon during the hearing, as well as a list of names of any witnesses the member intends to call.

4.12    The Tribunal may ask questions of the member and any witnesses the member may call to give evidence.

4.13    All evidence given at the Reinstatement Hearing shall be oral and shall be sworn or affirmed.

4.14    The Reinstatement Hearing shall be recorded.

4.15    Within ten (10) days of the end of the Reinstatement Hearing, the Tribunal shall render its decision, in writing.  If the membership is reinstated, the hearing fee shall be refunded to the member.  If the membership is not reinstated, the hearing fee shall be retained by the Corporation.

4.16    No appeal shall lie from the decision of the Tribunal.

5.0    Meeting of Members

5.1       Annual Meeting  –  The Annual Meeting of the members of the Corporation shall be held on or before May 31st of each year.  Notice of the Annual meeting shall be given to each member at least 60 days prior to the meeting.

  • At every Annual Meeting the President’s annual report detailing activities of the Corporation, all committee reports, the auditor’s report for the previous fiscal year and a budget for the current year shall be presented, in addition to any other business that may have come forth to be transacted.
  • The Annual Meeting of the members shall be held in such a place and at such a time as may be designated by the Board, provided that the meeting shall be held within Canada on or before May 31st each year.
  • Special General Meeting –  The Board may call a Special General Meeting of members by giving at least fifteen (15) days’ notice to all voting members of the Corporation.  Each such notice shall state the time and place of the meeting and the purpose or purposes for which the meeting is called in order to allow the voting members to form a reasoned judgment.
  • Quorum –  A quorum at the Annual Meeting or a Special General Meeting of members shall be:  (a) ten percent (10%) of all voting members of the Corporation, if the membership is one thousand (1,000) or less; or  (b) if the membership exceeds one thousand (1,000) members, a minimum of one hundred (100) voting members.
  • No error, or omission in giving notice of any Annual Meeting or Special General Meeting or any adjourned meeting, of the members of the Corporation shall invalidate or make void any proceedings taken thereat and any member may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had at such meeting

6.0   Voting Members 

6.1       At any meeting of members of the Corporation, every question shall be determined by a majority of votes unless otherwise specifically provided by statute or by these by-laws.

6.2       All voting shall be by a show of hands, except where a secret ballot is requested by any two (2) eligible voters present at the meeting.  Unless a secret ballot is demanded, an entry in the minutes of the meeting indicating that the Chair of the meeting declared the motion carried is evidence, without further proof, that the motion was carried.

6.3       Proxy voting is acceptable, provided that the designated proxy form (to be included with any notice of meeting the membership) is dated, signed and returned to the Board within two (2) days of the date of the meeting of members.

7.0   Approved Instructors  

7.1       Aromatherapists who have met CFA requirements, and who are entitled to use the CAHP or CAP designation, and who have met the CFA Instructor criteria, may submit an application to the Education Committee to become a CFA Instructor.  The Education Committee will submit all applications approved by it to the Board.

7.2       Once the application is approved by the Board, each CFA Instructor will sign an Approved Instructor Contract with the CFA.

7.3       Upon execution of the Approved Instructor Contract approval by the CFA National Board and the signing of the CFA Approved Instructor Contract, the Approved Instructor may apply to register their school as a CFA Approved School.  The title of the CFA Approved School is not transferable to a new owner and will remain with the original CFA Approved Instructor.

8.0   Board of Directors 

8.1       The affairs of the Corporation shall be managed by a Board elected by the members of the Corporation at the Annual Meeting.

8.2       Appointment and Number  –  The Board shall consist of six (6) to eight (8) individual Directors.

8.3       Qualifications  –  Directors must be individuals, eighteen (18) years of age or older, with the power under law to contract, must hold a valid Professional Membership in the Corporation, and meet the requirements of the Act.

8.4       Term of Office  –  A Director shall hold office for two (2) years from the date he or she is elected at the Annual Meeting.  A Director may be re-elected to such position at any Annual Meeting.  A Director may hold such office for any length of time provided he or she is re-elected every two (2) years at the Annual Meeting.

8.5       Nominations for Board positions must be received in the Administrative Office of the Corporation at least thirty (30) days prior to the Annual Meeting.  Voting will take place at the Annual Meeting.  Nominations received less than thirty (30) days before the Annual Meeting will not be accepted.

8.6       Vacation of Office  –  The office of a Director shall be vacated upon the occurrence of any of the following events: (a) if by notice in writing to the President of the Corporation he/she resigns his/her office; (b) if an order is made declaring him/her to be mentally incompetent person or incapable of managing his/her affairs; (c) on the death of a Director; (d) if the Director violates any of the requirements of the Act; (e) by resolution of a majority of voting members at an Annual Meeting; or (f) by a unanimous decision of the remaining Directors for the following reasons: i) non-payment of annual membership fees; ii) non-performance of promised services; iii) where in the opinion of the Board of Directors, he/she has discredited the Corporation through unethical or unprofessional practices or conduct.

8.7       Vacancies  –  The Board, by majority vote, may, by appointment, fill the vacancy with a Professional Member of the Corporation for the remainder of the original term.

8.8       Remuneration  –  Directors shall serve as such without remuneration and no Director shall directly or indirectly receive any profit from his/her position as such provided that a Director may be paid reasonable expenses incurred by him/her in the performance of his/her duties.

9.0   Meeting of the Board of Directors 

9.1       Calling of Meetings  –  Meetings of the Board may be held at any time and place to be determined by the Directors, provided that five (5) days written notice of such meeting shall be given by mail, e-mail or facsimile.

9.2       First Meeting of the New Board  –  Provided a quorum of Directors is present each newly-elected Board may without notice hold its first meeting immediately following the annual meeting at which such Board is elected.

9.3       Regular Meetings  –  The Board shall meet once a month at a time and place decided on by the Board.

9.4       Delegations/Presentations  –  Any member with five (5) days’ notice to the Office Administrator can make a presentation at a Board meeting.

9.5       Chairman  –  The President, and in his/her absence the Vice-President, shall be the chairman of any meeting of the Board.  If none of such Directors is present, the Directors present shall appoint one of their number as chairman.  In the event of a tie in the number of votes cast for and against a motion at any meeting of the Board the chairman of the meeting shall not have a second or deciding vote and the motion will be defeated.

9.6       Quorum  –  Except as otherwise required by law, the personal presence of four (4) Directors at any meeting of the Board shall constitute a quorum for the transaction of business of the Corporation.  In the absence of a quorum, the meeting shall be cancelled and a new Board meeting shall be set within twenty (20) days of the cancelled meeting.

9.7       Voting  –  Each director shall have one (1) vote.  Voting by proxy is not permitted at Board meetings.  At all Board meetings, except as otherwise required by law or as hereinafter provided, all matters shall be decided by a majority vote of the Directors present at the meeting.  If there is a tie and a majority vote cannot be reached the matter shall be defeated.

9.8       Minutes  –  The Secretary of the Board shall keep written minutes of all Board meetings and meetings of the Executive Committee.  Such minutes shall be available to the general membership of the Corporation for viewing in the Administrative Office.  Any member who wishes a copy of the minutes will be charged a minimum fee of $10.00 to cover administration costs.  Each Director of the Board shall receive a copy of such minutes at the next meeting.

10.0  Powers of the Board of Directors 

10.1     The Board shall have the following general powers, and shall be responsible for:

  • the setting of goals and standards for the Association, both short-term and long-term and monitoring the progress towards these goals;
  • the selection of the Committees of the Association;
  • reviewing the recommendations of the Committees of the Association;
  • the overseeing and approving of a strategy for the CFA;
  • the approval of policies and action plans for implementing the strategy;
  • reporting to the membership on the performance of the Association; and
  • for delegation to individuals and Committees and overseeing such other functions of management as the Board may decide from time to time.

10.2     Gifts, etc  –  The directors shall have the power to take such steps as they may deem requisite to enable the Corporation to require, accept, solicit or receive legacies, gifts, grants, settlements, bequests, endowments and donations of any kind whatsoever for the purpose of furthering the objects of the Corporation.

10.3     Budget Approval  –  The Board shall submit the Corporations’ budget immediately following the fiscal year-end (March 31st) and present the budget to the members at the Annual Meeting for approval.

11.0   Officers of the Corporation 

11.1     Any Director of the Corporation may also submit his or her name, or be nominated for an Officer’s position.  All Officers of the Corporation must be Directors of the Corporation.

11.2     The Corporation shall have the following Officers, with the following duties:

  • President –  The President shall be the chief executive officer of the Corporation.  The President shall preside at all meetings of the Corporation and of the Board.  The President shall have the general and active management of the affairs of the Corporation.  The President shall see that all orders and resolutions of the Board are carried into effect.  The President shall be elected by the membership at the Annual Meeting.

The President shall have and may exercise such powers and perform such duties as are, from time to time, assigned by the Board.  In matters related to the Corporation’s position on policy issues, the President will seek the counsel of the Board.

At all meetings at which the President presides, the President shall enforce the observance of order and decorum among members and shall ensure that the proceedings of meetings are in accordance with the procedures outlined herein.

  • Vice-President –  The Vice-President shall assist the President in all duties, aspects and activities of the Corporation, as required.  The Vice-President shall report directly to the President.  She/he also shall also serve in an advisory capacity to the President and other members of the Board.  The Vice-President shall be a member of the Board, and shall be appointed or elected by the President and the Board.

The Vice President shall be responsible for:

  • assisting and overseeing and coordination of activities to be ratified by the Board of Directors;
  • chairing the executive meetings in the absence of the President;
  • performing the duties assigned by the President;
  • working with the President, Board of Directors, Chapter Board Members and Committee chair persons in coordinating their efforts in carrying out the organization’s objectives and programs; and
  • working closely with the President on issues pertaining to Government, Education Standards to recommend ways to make legislative requests and legislation consistent with the Ministry of Health.
  • Treasurer –  The Treasurer will oversee the funds and securities of the Corporation and shall supervise and monitor the Office Administrator in keeping full and accurate accounts of all assets, liabilities, receipts and disbursements of the Corporation.  The Treasurer shall monitor the disbursements of the funds of the Corporation as may be directed by the Board, and shall render to the Board at their regular meetings, or whenever they may require it, an accounting of all the transactions and statement of the financial position of the Corporation.  The Treasurer shall also perform other duties from time to time as directed by the Board of Directors.  The Treasurer shall be responsible for the financial report of the previous fiscal year and present to the membership at the Annual meeting the current year’s budget, after approval by the Board.  The day to day work of the Treasurer will be performed by the Office Administrator.
  • Secretary –  The Secretary shall record minutes of meetings, ensure their accuracy, and availability and perform such other duties as the Board requires.  The Secretary is accountable to the Board of Directors (if elected or appointed by them) or members (if elected by the membership at a members meeting) as specified in the bylaws.  The Secretary shall participate in Board meetings as a voting member.  The Secretary provides items for the agenda as appropriate. In the absence of the President (and Vice President, if the position exists), the Secretary calls the meeting to order, presiding until a temporary chairperson is elected.  The Secretary records meeting minutes depending upon the bylaws and practices of the organization, the Secretary may perform these duties for Member meetings for example: Annual General Meeting and/or for an executive committee.
  • Social Liaison Director –  The Social Liaison Director shall attend all meetings of the Association and inform the Directors of the Board of current issues being addressed or worked upon.  The Social Liaison Director oversees, coordinates, brainstorms and executes social contact and connections with leaders in the field of aromatherapy, membership and general public through a variety of social media including but not limited to: Facebook, Twitter and Constant Contact.  The Social Liaison Director will work closely with the Social Media Committee.  The Social Liaison Director will present to the Board future speaker options for upcoming events that will advance the education of the membership.  The Social Liaison Director will be responsible for pertinent research material that will advance the education of the membership.  The Social Liaison Director is a voting position and will work closely with the Media Director.
  • Media Director –  The Media Director shall attend all meetings of the Corporation and inform the Board of current issues being addressed or worked upon.  The Media Director is a voting position.  The Media Director shall be responsible for uploading information to the Corporation’s website.  The Media Director shall work closely with the Social Liaison Director and the social media committee. The Media Director shall liaise with the webmaster and keep abreast of all technical changes to the website.  The Media Director shall be responsible for all graphics for large events.

11.3     The Officers of the Corporation shall be elected by the Board at the first Board meeting held after the Annual Meeting of members.

12.0   Paid Positions 

12.1     Office Administrator  –  An Office Administrator shall be hired by the Board on a contract basis.  Remuneration and hours shall be fixed by the Board.  The Office Administrator shall be responsible for the day-to-day operation of the office.  The Office Administrator will assist the Treasurer as outlined below.

12.2     The Office Administrator will keep full and accurate records of all assets, liabilities, receipts and disbursements of the Corporation in the books of the Corporation and shall deposit all monies or securities received by the Corporation, in the name of the Corporation, in such banks, trust companies or other depositories as from time to time may be approved by the Board.  The Office Administrator, on direction of the Treasurer or the Board, will disburse the funds of the Corporation.  The Office Administrator will assist the Treasurer with any reports needed.

12.3     The Office Administrator will perform such other duties as may from time to time be directed by the Board, including signing all cheques issued by the Corporation.

12.4     The Board has the right to terminate the Office Administrator with just cause.  The Office Administrator will provide a two (2) week written notice of resignation to the Board.

12.5     Agents and Attorneys  –  The Board shall have power from time to time to hire agents or attorneys for the Corporation, which may include legal counsel and accountants.

13.0     Committees

13.1     The Board may create committees whose members will hold their offices at the will of the Board.  The Directors shall determine the duties of such committees and they may submit to the Board reasonable expenses incurred.  The Chair of a committee does not have to be a Director, but must be a voting member of the Corporation, in good standing with the Code of Ethics and Standards of Practice.  The Chair of the committee will report to the Board.

14.0     Indemnities to Directors and Others

14.1     Every Director 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:

  • all costs, charges and expenses which such Director, or other persons sustains or incurs in or about action, suit or proceedings which is brought, commenced or prosecuted against a Director or Officer, or in respect of any act, deed, matter or thing whatsoever, made, done or permitted by a Director, in or about the execution of the duties of his/her office or in respect of any such liability:
  • all other costs, charges and expenses which he/she sustains or incurs in or about or in relation to the affairs thereof, except such cost, charges or expenses as are occasioned by his/her own willful neglect or default.

14.2     The Board shall obtain and maintain Directors’ Liability Insurance.

15.0   Auditors 

15.1     Auditors  –  The Board shall appoint an auditor to audit the annual financial statements of the Corporation for a report to the members at the Annual Meeting, and as may be required by the Act.  The remuneration for the auditors shall be fixed by the Board.

16.0   CAHP and CAP Designations 

16.1     The Corporation shall be permitted to license members with the CAHP (Certified Aromatherapy Health Professional) or CAP (Certified Aromatologist Professional) in accordance with the defined standards set by the Board from time to time.

17.0   Amendment of By-Laws 

17.1     The by-laws of the Corporation which are not embodied in the Letters Patent may be repealed or amended by a majority vote of the Directors at a meeting of the Board and sanctioned by an affirmative vote of:  (a) at least ten percent (10%) of all voting members of the Corporation, if the membership is less than one thousand (1,000); or (b) if the membership exceeds one thousand (1,000) members, a minimum of one hundred (100) voting members at a meeting duly called for the purpose of considering the said by-law.

17.2     Notification of any proposed changes must be in writing or electronic communication and forwarded to every voting member at least thirty (30) days prior to the meeting at which the proposed amendment is to be considered.  All amendments shall be binding on the Corporation, its members and all persons lawfully under their control.

18.0   General Provisions 

18.1     Remuneration and Expenses  –  Nothing herein shall prevent the payment in good faith of reasonable and proper remuneration to any employee or agent of the Corporation or to any member of the Corporation in return for any services actually rendered to the Corporation or prevent payment of interest on money lent or reasonable and proper rent for premises demised or let by any member of the Corporation.

18.2     Books and Records  –  The Board shall see that all necessary books and records of the Corporation required by the by-laws or the Act are regularly and properly maintained.  All books and records shall be the possession of the Corporation and shall be kept at the Administration Office.

18.3     Rules and Regulations  –  The Board 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 only 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.

18.4     Conflict of Interest  –  Every Director and Officer of the Corporation in exercising their powers and discharging their duties shall act honestly and in good faith with a view to the best interests of the Corporation; and shall exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.

18.5     Every Director and Officer of the Corporation shall comply with the Act, the regulations, articles, by-laws and unanimous membership agreement.  Every Director and Officer shall declare any potential conflict of interest at a Board Meeting.  Inasmuch as the Directors of the Corporation may be connected with other organizations or individuals with which, from time to time, the Corporation must or may have dealings, no contract or other transaction between the CFA and anyone else shall be affected by the fact that the Directors of the Corporation are Directors or Officers or Members of such other organization.

18.6     It shall be the duty of a Director of the Corporation who is in any way, whether directly or indirectly, interested in a contract or a proposed contract with the CFA, to declare their interest at a meeting of the Board.  In the case of a proposed contract, the declaration shall be made at the meeting of the Board at which the question of entering into the contract is first taken into consideration or, if the Director is not, at the date of that meeting, interested in the proposed contract, at the meeting of the Directors held after they become so interested and, in a case where the Director becomes interested in a contract after it is made, the said declaration shall be made at the first meeting of Directors held after the Director becomes interested.

18.7     A general notice given to the Directors of the CFA by a Director to the effect that they are a shareholder or Member of, or otherwise interested in, any other corporation, joint stock company or unincorporated association or is a Member of a specified firm and is to be regarded as interested in any contract made with such other Corporation, joint stock company, unincorporated association or firm shall be deemed to be sufficient declaration of interest in relation to any contract so made, provided such notice is given at a meeting of the Directors or the Director takes reasonable steps to ensure that such notice is brought up and read at the next meeting of the Directors after such a notice is given.

18.8     If a Director has made a declaration of interest in a contract or proposed contract as above set out and has not voted in respect of such contract, such Director shall not be accountable to the Corporation or any of its Members or creditors for any profit realized from such contract and such contract shall not be void by reason only of such Director holding that office or of the fiduciary relationship thereby established.

18.9     A Director, having declared an interest as described above, shall abstain from voting on such items that are related to the said interest.  Further, once a potential conflict of interest issue has been recognized, the Board may require the concerned member to withdraw, not only from voting on the issue, but also from any further participation to the discussion.

18.10   Notwithstanding anything in this section, a Director shall not be accountable to the Corporation or any of its Members or its creditors for any profit realized from such a contract and such contract shall not, by reason only of the interest of the Director therein, be void if such contract is confirmed by a majority of the votes cast at a general meeting of the Members called for that purpose and if the interest of such Director in such contract is declared in the notice calling such meetings.

18.11   Any notice permitted or required to be given pursuant to this by-law or any other document of the Corporation shall be deemed to have been sufficiently and properly given if such notice is in writing and delivered to the recipient either by electronic mail to the last known e-mail address; by facsimile to the last known facsimile number; or by regular mail to the last known address, recorded in the records of the Corporation for itself, its Directors, Officers, and members.

18.12   Any notice given by electronic mail shall be deemed to have received when sent; by facsimile shall be deemed to have been received upon receipt of a confirmed transmission report; and by regular mail shall be deemed to have been received on the fifth (5th) day after posting.