BYLAWS OF THE
INTERACTIVE GAMING COUNCIL CANADA
(the “Association”)
Table of Articles:
BYLAWS
1. ARTICLE: CORPORATE SEAL
(a) Corporate Seal. The Association may have a seal if so decided by the directors of the Association (referred to herein individually as a “Director” and collectively as “Directors” or the “Board of Directors”).
2. ARTICLE: MEMBERS
(a) Categories of Membership. Membership in the Association shall be limited to persons interested in furthering the objects of the Association and shall consist of anyone whose application for admission as a member has received the approval of the Board of Directors of the Association (referred to herein individually as a "Member" and collectively as the "Members"). The specific categories of membership shall be divided into three classes:1) Full Members; 2) Associate Members; and 3) Affiliate Members.
(i) A Full Member shall be:
A. an individual, entity or its duly authorized representative or assignee, who shall be duly licensed or otherwise sanctioned, nationally or internationally, by a recognized governmental body, hereinafter referred to as possessing a “Gaming License”, to own, operate and/or maintain an interactive gaming operation, including but not limited to a casino, sports book, lottery or bingo establishment, accessible through either public or private telephonic and/or electronic networks (internet, intranet or other electronic communications); and
B. an individual or entity that provides products and/or services integral to interactive gaming operations, including but not limited to gaming software designers and vendors.
(ii) An Associate Member shall be:
A. an individual or entity who, while not directly engaged in the ownership and/or maintenance of a gaming operation, or the designing and development of gaming software and operations, is nevertheless a provider of services to either the gaming operator and/or software developer or the general public regarding the interactive gaming business; and
B. an individual or entity that, while not currently qualifying as a Full Member as defined in (ii)(A) above, contemplates owning and/or operating a gaming enterprise. The individual or firm qualifying as an Associate Member under this provision may participate as an Associate Member until such time as the Associate Member shall be admitted as a Full Member after review and approval of the Board of Directors. Associate Members shall include prospective owner/operators who have not commenced operations or who may have temporarily suspended operations. Upon commencement or recommencement of operations, such Associate Member shall become a Full Member, subject to the Board of Directors approval, or shall be reinstated to a Full Member as appropriate, with all rights and obligations entitled to a Full Member, including, but not limited to, increased Association dues and fees, if any.
(iii) An Affiliate Member shall be:
A. an individual or organization who shall be a member of any recognized governmental agency or authority; or
B. a not-for-profit organization providing services to the online gaming industry.
(b) Privileges and Obligations of Members.
i Full Members whose financial obligations to the Association are paid in full shall be entitled to:
1) vote on all issues presented to the membership;
2) hold office of the Association
3) serve on committees; and
4) attend all membership meetings.
ii Associate Members whose financial obligations to the Association are paid in full shall be entitled to:
1) vote on all issues presented to the membership;
2) hold office of the Association;
3) serve on committees; and
4) attend all membership meetings.
iii Affiliate Members whose financial obligations to the Association are paid in full shall be entitled to:
1) hold office of the Association;
2) serve on committees; and
3) attend all membership meetings but shall not be entitled to vote on any issues presented to the Membership.
(a) Membership Fees. There shall be no membership fees or dues unless otherwise directed by the Board of Directors.
(b) Resignation. Any of the Members may withdraw from the Association by delivering a written resignation to the Association and delivering a copy of the same to the secretary of the Association.
(c) Removal. Any Member may be removed as a Member by a vote of at least sixty-six and two-thirds percent (66 2/3%) of the Members at a meeting of the Members, provided that such member shall be granted an opportunity to be heard at such meeting. In addition, the Directors may remove a Member that is not current with his/her membership fees within 30 days of the date such fees are payable by a vote of at least the majority of the Directors at a meeting of the Directors. Members are also subject to the following provisions:
(i) Suspension, Revocation, or Non-Renewal of License;
A. Any Full Member whose Gaming License is either suspended, revoked, or not renewed for any reason by the provincial, National, or International jurisdiction, so licensing said firm or individual, shall notify the Association of such action as soon as the Member/licensee is so advised;
B. A Full Member whose Gaming License has been suspended or revoked is suspended from membership in the Association as of the date of such action by the licensing jurisdiction subject to the provisions of this Section. Said Member shall be automatically reinstated upon license reinstatement by the licensing jurisdiction or issuance by a new licensing jurisdiction and upon payment of any delinquent Association dues;
C. A Full Member who fails to renew or possess a valid Gaming License shall be dropped from full membership subject to the provisions of this Section, and the Association’s Membership Rules and Regulations; and
D. Subject to this Section of these Bylaws and/or such other Association Membership Rules and regulations adopted in accordance with these Bylaws, any Member may be suspended and/or terminated from membership for just cause, including but not limited to any violation of these Bylaws, the Code of Conduct, and/or any rules and regulations rules adopted in accordance with these Bylaws.
(d) Membership Not Transferable. The interest of a Member in the Association is not, directly or indirectly, transferable.
(e) Member Compliance. All Members shall comply with these Bylaws and all other rules and regulations of the Association now in effect or hereafter adopted.
3. ARTICLE: BOARD OF DIRECTORS
(a) Number and Qualification. The property and business of the Association shall be managed by the Board of Directors which shall be composed of not less than three (3) and not more than thirteen (13) Directors. The number of Directors shall be fixed by the Members from time to time. Directors shall be individuals, at least eighteen (18) years of age and have power under law to contract. A Director need not be a Member of the Association.
(b) Provisional Board of Directors. The applicants for incorporation named in the letters patent of the Association shall, on incorporation of the Association, become the first Board of Directors of the Association (the "Provisional Board of Directors") whose term of office on the Board of Directors shall continue until their successors are elected. At the first meeting of the Members, the Board of Directors then elected shall replace the Provisional Board of Directors.
(c) Term of Directors. The Board of Directors shall be elected at each annual meeting for a term of two (2) years by the voting Members of the Association at the annual meeting of the said Members. Voting Members shall be entitled to vote for Directors on the basis of one vote per director position. Cumulative voting shall not be permitted. Notwithstanding the foregoing, for the purposes of the initial election, a designated portion of the Board shall be elected for a term of one (1) year and the balance of the Board shall be elected for a term of two (2) years. Thereafter, commencing with the next annual election, elections will be held to fill the appropriate number of positions then available.
(d) The office of a Director shall be automatically vacated:
(i) if he/she resigns his/her office by delivering a written resignation to the secretary of the Association;
(ii) if he/she is found by a court to be of unsound mind;
(iii) if he/she becomes bankrupt or is unable to pay his/her debts as they become due;
(iv) if at a special general meeting of the Members, a resolution is passed by at least sixty-six and two thirds percent (66 2/3%) of the Members present at such meeting that he/she be removed from office;
(v) on death; or
(vi) unless otherwise agreed by the Directors, if he/she has not paid his/her membership dues within 30 days of the date such dues are payable;
provided that if any vacancy shall occur for any reason contained in this paragraph, the Board of Directors, by majority vote, may fill the vacancy. If a meeting of the Members fails to elect the number or minimum number of the Directors required by the letters patent or by-laws of the Association or if a vacancy occurs as a result of any of the foregoing reasons which is not filled by the Board of Directors, the Directors remaining in office may exercise all the powers of the Board of Directors provided that a quorum of Directors is elected or remains in office, as the case may be.
(a) Resignation. A retiring Director whose resignation stipulates that it is not to be effective until a certain meeting of the Board of Directors or the Members shall remain in office until the dissolution or adjournment of the meeting at which his/her resignation is to be effective.
(b) Remuneration. The 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. Nothing contained herein shall be construed to preclude any Director from serving the Association as an officer or in any other capacity and receiving compensation therefor.
4. ARTICLE: OFFICERS
(a) Officers. The officers of the Association shall be a chair (the “Chair”), who must be a Director, a vice-chair, who must be a Director (the “Vice-Chair”), a secretary, who is not required to be a Director (the “Secretary”) and a treasurer, who is not required to be a Director (the “Treasurer”) and any such other officers as the Board of Directors may by resolution determine (herein referred to, individually, as an "Officer" and, collectively, as the "Officers"). Any two or more offices may be held by the same person.
(b) Appointment. The Officers shall be appointed by resolution of the Board of Directors at the first meeting of the Board of Directors following the annual meeting of the Members at which the Board of Directors is elected.
(c) Term. The Officers shall hold office for a term of one (1) year from the date of appointment or until their successors are appointed. The Officers may be removed by resolution of the Board of Directors at any time.
5. ARTICLE: POWERS OF BOARD OF DIRECTORS
(a) Management. The Board of Directors of the Association shall administer the affairs of the Association in all things and make or cause to be made for the Association, in its name, any kind of contract which the Association may lawfully enter into and, except as otherwise specifically provided herein, shall exercise all such other powers and do all such other acts and things as the Association is by its letters patent or otherwise authorized to exercise and do. Without restricting the generality of the foregoing, the Board of Directors shall have power to authorize expenditures on behalf of the Association from time to time.
(b) Finances. The Board of Directors shall take such steps as they may deem requisite to enable the Association to acquire, accept, solicit or receive legacies, gifts, grants, settlements, bequests, endowments, payments and donations of any kind whatsoever for the purpose of furthering the objects of the Association. The Board of Directors shall have the power to enter into a trust arrangement with a trust company for the purpose of creating a trust fund in which the capital and interest may be made available for the benefit of promoting the interest of the Association in accordance with such terms as the Board of Directors may determine.
(c) Employees. The Board of Directors may appoint such agents and hire such employees as it shall deem necessary from time to time and such persons shall have such authority and shall perform such duties as determined by the Board of Directors. The Board of Directors may delegate by resolution to an Officer or Officers the right to hire and pay salaries to employees.
(d) Remuneration. The Board of Directors may fix a reasonable remuneration for all of the Officers, agents and employees and committee members.
(e) Borrowing. The Board of Directors may from time to time:
(i) borrow money upon the credit of the Association;
(ii) limit or increase the amount to be borrowed;
(iii) issue debentures or other securities of the Association;
(iv) pledge or sell such debentures or other securities for such sums and at such prices as may be deemed expedient; and
(v) secure any such debentures, or other securities, or any other present or future borrowing or liability of the Association, by mortgage, hypothec, charge or pledge of all or any currently owned or subsequently acquired real and personal, movable and immovable, property of the Association, and the undertaking and rights of the Association.
The Board of Directors may delegate such powers to the Officers or the Directors to such extent and in such manner as the Board of Directors may, by resolution, determine. Nothing herein limits or restricts the borrowing of money by the Association on bills of exchange or promissory notes made, drawn, accepted, or endorsed by or on behalf of the Association.
6. ARTICLE: DUTIES OF OFFICERS
(a) Chair. The Chair shall be the chief executive officer of the Association and shall perform all such duties as are customary for a chief executive officer of a corporation similar in size and operation to the Association. He/she shall have the general and active management of the affairs of the Association. He/she shall see that all orders and resolutions of the Board of Directors are carried into effect and shall perform such other duties as may be determined by the Board of Directors from time to time.
(b) Vice-Chair. The Vice-Chair shall, in the absence or disability of the Chair, perform the duties and exercise the powers of the Chair and shall perform such other duties as may be determined by the Board of Directors from time to time.
(c) Treasurer. The Treasurer shall have the custody of the funds and securities of the Association and shall keep full and accurate accounts of all assets, liabilities, receipts and disbursements of the Association in the books belonging to the Association and shall deposit all monies, securities and other valuable effects in the name and to the credit of the Association in such chartered bank or trust company, or, in the case of securities, in such registered dealer in securities, as may be determined by the Board of Directors from time to time. He/she shall disburse the funds of the Association as may be directed by proper authority taking proper vouchers for such disbursements, and shall render to the Chair and Board of Directors at regular meetings of the Board of Directors, or whenever they may require it, an accounting of all the transactions and a statement of the financial position of the Association.
(d) Secretary. The Secretary shall carry on the affairs of the Association generally under the supervision of the Officers and shall attend all meetings of the Board of Directors and act as clerk thereof and record all votes and minutes of all proceedings in the books to be kept for that purpose. He/she shall give or cause to be given notice of all meetings of the Members and of the Board of Directors, and shall perform such other duties as may be specified by the Board of Directors or Chair, under whose joint supervision he/she shall be. He/she shall be custodian of the seal of the Association, if the Association has a seal, which he/she shall deliver only when authorized by a resolution of the Board of Directors to do so and to such person or persons as may be named in such resolution. He/she shall also perform such other duties as may be determined by the Board of Directors from time to time.
(e) Other Officers. The duties of all other Officers shall be such as the terms of their appointment require or as may be determined by the Board of Directors from time to time.
7. ARTICLE: COMMITTEES
(a) Committees. The Board of Directors may establish, by resolution, committees on such terms and conditions as the Board of Directors deems appropriate, whose members will hold their offices at the discretion of the Board of Directors or as otherwise determined by the Board of Directors.
8. ARTICLE: MEETINGS OF THE BOARD OF DIRECTORS
(a) Meetings: Number and Notice. Meetings of the Board of Directors may be held at any time and place to be determined by the Board of Directors, provided that, forty-eight (48) hours written notice of such meeting shall be given, other than by mail, to each Director. Provided further that, if notice is given by mail, such notice shall be mailed at least fourteen (14) days prior to the meeting. No notice of a meeting of the Board of Directors shall be required if all Directors are present and waive notice, or if those absent have signified their consent to the meeting being held in their absence. No error or omission in giving notice of any meeting of the Board of Directors or any adjourned meeting of the Board of Directors shall invalidate such meeting or make void any proceedings taken thereat and any Director may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. The statutory declaration of the Chair or the Secretary that notice has been given shall be sufficient and conclusive evidence of the giving of such notice. The Chair may, and the Secretary shall upon written requisition of not less than a majority of the Directors, call a meeting of the Board of Directors. There shall be at least two (2) meetings per year of the Board of Directors.
(b) Quorum. A majority of the number of Directors fixed from time to time shall constitute a quorum at any meeting of the Board of Directors.
(c) Consensus Procedures Governing Voting. Each Director shall be entitled to exercise one (1) vote at each meeting of the Board of Directors. Except as expressly provided herein and unless otherwise expressly provided by the Canada Corporations Act, at all meetings of the Board of Directors, every question shall be determined by a majority of votes cast at the meeting. A declaration by the chairman of the meeting that a resolution has been carried and an entry to that effect in the minutes shall be prima facie proof of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.
(d) Teleconference Calls. If all members of the Board of Directors consent thereto in advance, generally or in respect of a particular meeting, and all members have equal access, a Director may participate in a meeting of the Board of Directors by means of such conference telephone or other communications facilities as permit all persons participating in the meeting to hear each other, and a Director participating in such a meeting by such means is deemed to be present at the meeting. The Secretary shall ensure each particular meeting is handled in a secure fashion. Quorum shall be established by a verbal roll call conducted by the Secretary at the beginning of each particular meeting. Each vote cast by a Director participating by teleconference call shall be recorded in the minutes by the Secretary.
(e) Electronic Meetings. Directors meetings may be held by electronic means such as by way of the Internet.
9. ARTICLE: MEETINGS OF THE MEMBERS
(a) Meetings. Meetings of the Members shall be either an annual meeting or a special meeting. The annual or any special meeting of Members shall be held at the head office of the Association or at any place in Canada and on such date as the Board of Directors may determine. The Members may resolve that a particular meeting of Members be held outside Canada.
(b) Quorum. A majority of the Members entitled to vote, present in person at any meeting of the Members shall constitute a quorum at any such meeting.
(c) Business at Annual Meeting. At every annual meeting of the Members, in addition to any other business that may be transacted, the report of the Board of Directors, the financial statements and the report of the auditors shall be presented and auditors appointed for the ensuing year. The Members may consider and transact any business which the Members under applicable law are so authorized to transact, at any meeting of the Members.
(d) Special Meeting. The Board of Directors and the Chair shall have power to call, at any time, a special meeting of the Members. The Board of Directors shall call a special meeting of the Members on written requisition of ten percent (10%) of the Members.
(e) Notice. Fourteen (14) days’ written notice by mail shall be given to the Members of any annual or special meeting of the Members. Notice of any meeting shall contain sufficient information to permit the Members to form a reasoned judgment on any matter to be considered at such meeting. Notice of each meeting must remind the Member that the Member has the right to vote by proxy. No error or omission in giving notice of any annual or special meeting or any adjourned meeting, whether annual or general, shall invalidate such meeting or make void any proceedings taken thereat and the Members may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. The statutory declaration of the Chair or the Secretary that notice has been given shall be sufficient and conclusive evidence of the giving of such notice.
(f) Proxies. Full and Associate Members shall have the right to exercise one (1) vote each at each meeting of the Members. Any Member may, be means of a written proxy, appoint a proxyholder to attend and act at a specific meeting of the Members in the manner and to the extent authorized by the proxy. A proxyholder need not be a Member.
(g) Voting. Except as expressly provided herein and unless otherwise expressly provided by the Canada Corporations Act, at all meetings of the Members, every question shall be determined by a majority of votes cast at the meeting. A declaration by the chairman of the meeting that a resolution has been carried and an entry to that effect in the minutes shall be prima facie proof of the fact without proof of the number a proportion of the votes recorded in favour or against such resolution.
(h) Electronic Members Meeting. Members meetings may be held by electronic means. The Directors may be elected by use of electronic ballots in accordance with the following procedures:
(i) the candidates that have been nominated by a Nominating Committee, whose number and composition is approved by the Board of Directors, and any candidate nominated by a Member in good standing shall be provided to the Members for election in a manner approved by the Board of Directors;
(ii) Members may complete and submit the ballot electronically;
(iii) each voting Member shall have one vote for each Director position then being filled; and
(iv) the ballots shall be counted by a person designated by the Board of Directors who shall upon conclusion of their ballot counting declare the elected Directors.
10. ARTICLE: MINUTES OF BOARD OF DIRECTORS
(a) Minutes. The minutes of meetings of the Board of Directors shall be available to the Members and to the Board of Directors.
11. ARTICLE: NOTICE
(a) Address for Notice. For the purpose of sending notice to the Members, a Director or an Officer for any meeting or otherwise, the address of the Members, Director or Officer shall be his/her last address recorded on the books of the Association.
12. ARTICLE: INDEMNITY AND INSURANCE
(a) Indemnity. The Association shall indemnify and save harmless the Directors and Officers of the Association and their heirs, executors and administrators from and against all cost, charges and expenses including any amount paid to settle an action to satisfy a judgment, reasonably incurred by Directors or Officers in respect of:
(i) any civil, criminal or administrative action or proceeding to which the Director or Officer is made a party by reason of being or having been a Director or Officer of the Association;
(ii) any action by or on behalf of the Association to procure a judgment in its favour to which the Director or Officer is made a party by reason of being or having been a Director or Officer of the Association, if the Association obtains any approval required under the Canada Corporations Act in respect of such indemnification; and
(iii) the defense of any civil, criminal or administrative action of proceeding to which the Director or Officer is made a party by reason of being or having been a Director or Officer of the Association if the Director or Officer was substantially successful on the merits in his/her defence of the action or proceeding,
if the Director or Officer has acted honestly and in good faith with a view to the best interests of the Association and in the case of a criminal or administrative action or preceding that is enforced by a monetary penalty, the Director or Officer had reasonable grounds for believing that his/her conduct was lawful.
(b) Directors’ and Officers’ Liability Insurance. The Association shall, at all times, maintain in force such directors and officers liability insurance as may be approved from time to time by the Board of Directors.
13. ARTICLE: EXECUTION OF DOCUMENTS
(a) Execution of Contracts. Contracts, documents or any other instrument in writing requiring the signature of the Association, shall be signed by any one of the Officers and all contracts, documents and instruments in writing so signed shall be binding upon the Association without any further authorization or formality. The Board of Directors shall have power from time to time by resolution to appoint any individual who shall be empowered on behalf of the Association to sign specific contracts, documents and instruments in writing. The Board of Directors may give the Association's power of attorney to any registered dealer in securities for the purposes of the transferring of and dealing with any securities owned by the Association. The seal of the Association when required may be affixed to contracts, documents and instruments in writing signed as aforesaid or by any Officer or Officers appointed by resolution of the Board of Directors.
14. ARTICLE: HEAD OFFICE
(a) Head Office. The head office of the Association shall be at a place approved by the Board of Directors in the Province of British Columbia.
15. ARTICLE: FINANCIAL YEAR
(a) Financial Year. Unless otherwise determined by the Board of Directors, the fiscal year-end of the Association shall be December 31st.
16. ARTICLE: AMENDMENT OF BY-LAWS
(a) Amendment of By-laws. The by-laws of the Association not embodied in the letters patent of the Association may be repealed or amended by-law enacted by the Board of Directors and sanctioned by an affirmative vote of sixty-six and two-thirds percent (66 2/3%) of the Members at a meeting duly called for the purpose of considering the said by-law, provided that the repeal or amendment of such by-laws shall not be enforced or acted upon until the approval of the Minister of Industry Canada has been obtained.
17. ARTICLE: AUDITORS
(a) Auditors. The Members shall at each annual meeting appoint an auditor to audit the accounts of the Association for report to the Members at the next annual meeting. The auditor shall hold office until the next annual meeting provided that the Board of Directors may fill any vacancy in the office of auditor. The remuneration of the auditor shall be fixed by the Board of Directors.
18. ARTICLE: BOOKS AND RECORDS
(a) Books and Records. The Board of Directors shall ensure that all necessary books and records of the Association required by the by-laws of the Association or by applicable law are regularly and properly kept.
19. ARTICLE: RULES AND REGULATIONS
(a) Rules and Regulations. The Board of Directors may prescribe such rules and regulations not inconsistent with these by-laws relating to the management and operation of the Association as they deem appropriate, provided that such rules and regulations shall have force and effect only until the next annual meeting of the Members of the Association when they shall be confirmed, and failing such confirmation at such annual meeting of the Members, shall cease to have any force and effect.
20. ARTICLE: INTERPRETATION
(a) Interpretation. In these by-laws and in all other by-laws of the Association hereafter passed unless the context otherwise requires, words importing the singular number or the masculine gender shall include the plural number or the feminine gender, as the case may be, and vice versa, and references to persons shall include firms and corporations.
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