By-Laws

ARTICLES OF INCORPORATION

1. The name of the corporation is: Small Business Association of Canada. The corporation is hereinafter referred to as, SBA or as the Association.

CORPORATE SEAL

2. The SBA is incorporated under the laws of Canada without a seal.

OBJECTS STATEMENT

3. The objects of the Small Business Association of Canada are to create and maintain a public awareness of small and home-based business. Busines refers to businesses operated full or part-time out of the home and also to small store front operations employing up to five people. We seek to foster a spirit of entrepreneurship, provide educational and information services and support opportunities for operators of home-based business and to other interested parties, through communications, member participation and member resources.

To achieve these objects, the association will endeavour to:

Hold an Annual General Meeting (AGM)
Publish, on a periodic basis, a communications journal to all members
Develop and maintain a set of core values and guiding principles for the association and its members
Provide educational programmes & meeting opportunities for members to encourage mutual co-operation & networking
Speak as one voice on behalf of all members
Maintain a database of members, associates and affiliates
Obtain benefit packages for membership
Facilitate the technological advancement of members
Advise governments, where existing, of potential laws or regulations which negatively impact our members

DEFINITIONS OF MEMBERSHIP

4. Active Member
An individual who can demonstrate that they are self-employed, working from their home or a micro-entrepreneur with a total of five (5) or less members in their organization. Has all rights and privileges with one vote and is eligible to seek election to the Board of Directors.

5. Partner Member
An individual functioning as a business partner, where one person of that business is already an active member of the association, including a spouse. Has most rights and privileges, is not eligible to vote or seek election to the Board of Directors.

6. Spouse Member
A spouse of an active member who is not functioning as a business partner. Has no rights or privileges, is not eligible to vote or be elected to the Board of Directors but may attend all SBA functions at the reduced members rates.

7. Associate Member
An individual who does not meet the Active Member criteria but is in some capacity interested in home-based business. Has most rights and privileges and will receive our newsletter. Is not eligible to vote or be elected to the Board of Directors.

8. SPONSOR/PATRON
An individual or company that provides the association with products, services, in-kind contributions and/or a donation. Sponsor/Patrons will be identified in the association's annual membership directory and may be acknowledged in other ways at the Board's discretion. Could also be an active member, if the criteria is met.

9. The Board of Directors has the authority to make any final ruling on any area of membership qualification not covered in the aforementioned definitions including the right to ask a member to withdraw from the association or to otherwise declare said member to be not in good standing.

CONDITIONS OF MEMBERSHIP

10. Membership in the corporation shall be open to those persons who are;

interested in furthering the objectives of the association
willing to subscribe to the bylaws
willing to subscribe to the code of ethics
otherwise qualified under the provisions set forth in these bylaws and the policies of the board of directors

11. There shall be membership fees or dues as directed by the Board of Directors.

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

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

14. Except where authorized material already exists and can be quoted directly, only duly elected members of the Board of Directors of the association have the authority to make statements, either verbal or in writing, regarding association policy or any other public statements that might in any way prove binding or controversial.

MEMBERSHIP TRANSFERABILITY

15. Individual memberships must be in the name of the individual (not a job title or company name) and are not transferable from one person to another, except;

16. If a member from the same organization leaves, memberships may at any time be transferred from one individual to another within the same organization.

TERMINATION FOR NONPAYMENT OF DUES

17. Membership shall be terminated when the dues of any member are unpaid thirty (30) days after they become due. Notification of expiry date shall be issued by the association a minimum of thirty (30) days before membership fees are due.

ASSOCIATION OFFICE

18. The office of the association shall be located in Ottawa.

BOARD OF DIRECTORS

19. The property and business of the corporation shall be managed by a board of seven (7) directors of whom four (4) shall constitute a quorum.

20. Directors of the association shall be elected for a term of two (2) years.

21. The Board of Directors shall be attuned to the objects and charged with providing basic priorities and strategic directions, keeping the association attuned to the needs of the home-based business person, and enabling it to play a central role in the development of home-based as a viable business option making a major contribution to the Canadian economy.

22. The duties of the Board of Directors shall include identifying issues of importance to the home-based business field and assigning committees and task forces to investigate them; providing direction to the association in the preparation of the strategic plan; recommending programs and activities; receiving reports from association leaders as prescribed in policy.

23. The Board of Directors may determine committees, assign their duties, and appoint a chairperson who shall report to the board the activities of the committees after each using and in a standard format. Under board approval, the chairperson shall select committee members who shall hold their offices at the will of the Board of Directors. A board member shall be assigned to each committee.

24. The office of director shall be automatically vacated:

if a director shall resign her/his office by delivering a written resignation to the secretary of the corporation
if she/he is found to be a lunatic or becomes of unsound mind
is found to have violated the code of ethics of the association in his/her business dealings, as passed by three-quarters (3/4) of the Board of Directors
if at a special general meeting of members, a resolution is passed by three quarters (3/4) of the members present at the meeting that she/he be removed from her/his office
on death;

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

25. A Director may be removed upon decision of the Board of Directors that it is in the best interest of the Association that this be done, by a vote of 5 directors.

26. Attendance - The Board of Directors, by a majority vote of the voting members may declare that a vacancy exists if a member of the board of directors fails to attend three consecutive board meetings without reasonable explanation; special meetings or committee meetings where the said director's attendance is required; or thirty (30) percent of said meetings in a calendar year.

27. Meetings of the Board of Directors may be held at any time and place to be determined by the directors provided that seven (7) days notice of such meeting shall be sent in writing other than by mail to each director, provided there shall be at least one (1) meeting per year of the board of directors. If notice of meeting is sent by mail then such notice must be sent fourteen (14) days prior to said meeting. No error or omission in giving notice of any meeting of the board of directors or any adjourned meeting of the board of directors of the corporation shall invalidate such meeting or make void any proceedings taken thereat and any director may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. Each director is authorized to exercise one (1) vote.

28. Directors, as such, shall not receive any stated remuneration for their services, but, by resolution of the Board of Directors, expenses of their attendance may be allowed for their attendance at each regular or special meeting of the Board of Directors. Nothing herein contained shall be construed to preclude any director from serving the corporation as an officer on in any other capacity and receiving compensation therefor. The directors shall serve as such without remuneration and no director shall directly or indirectly receive any profit from her/his position as such, provided that a director may be paid reasonable expenses incurred by she/him in the performance of her/his duties and provided further that any director who is engaged in or is a member of a firm engaged in business or profession may act in and be paid the usual professional costs and charges for any professional business required to be done in connection with the administration of the affairs of the corporation.

29. SBA hereby requires all volunteers in any role, board or committee, where they are a part of any decision making role, to adhere to the common practice of "conflict of interest declaration". In accordance with this requirement the individual(s) will;

declare any financial interest in the issue/project
abstain from voting on any decision regarding the issue/project
speak to and/or present information on the issue/project only in the appropriate context

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

31. The Board of Directors may appoint such agents and engage such employees as it shall deem necessary from time to time and such persons shall have such authority and shall perform such duties as shall be fixed by the board of directors at the time of such appointment.

32. The remuneration of all officers, agents and employees and committee members shall be fixed by the Board of Directors by resolution. Such resolution shall have force and effect only until the next meeting of members when such resolution shall be confirmed by the members, or in the absence of such confirmation by the members, then the remuneration to such officers, agents or employees and committee members shall cease to be payable from the date of such meetings of members.

INDEMNITIES TO DIRECTORS AND OTHERS

33. Every director or officer of the corporation or other person who has undertaken or is about to undertake any liability on behalf of the corporation or any company controlled by it and their heirs, executors and administrators, an 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, officer or other person sustains or incurs in or about any action, suit or proceedings which is brought, commenced or prosecuted against her/him, or in respect of any act, deed, matter or thing whatsoever, made, done or permitted by her/him, in or about the execution of the duties of her/his office or in respect of any such liability;
all other costs, charges and expenses which she/he sustain or incurs in or about or in relation to the affairs thereof except such costs, charges or expenses as are occasioned by her/his own wilful neglect or default

POWER OF DIRECTORS

34. The directors of the corporation may administer affairs of the corporation, in all things and make or cause to be made for the corporation, in its name, any kind of contract which the corporation may lawfully enter into and, save as hereinafter provided, generally, may exercise all such other powers and do all such other acts and things as the corporation is by its charter or otherwise authorized to exercise and do.

35. The directors shall have power to authorize expenditures on behalf of the corporation from time to time and may delegate by resolution to an officer or officers of the corporation the right to employ and pay salaries to employees. The directors shall have the power to make expenditures for the purpose of furthering the objects of the corporation. The 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 prescribe.

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

OFFICERS

37. The officers of the corporation shall be a president, vice-president, secretary and treasurer and any such other officers as the Board of Directors may by bylaw determine.

38. Officers of the corporation shall be appointed by resolution of the Board of Directors at the first meeting of the board of directors following each annual meeting of the members.

39. The officers of the corporation shall hold office for one (1) year from the date of appointment or election or until their successors are elected or appointed in their stead.

40. All officers may be directors of the corporation and they may cease to be officers if they cease to be directors or if they are removed by a majority of the Board of Directors.

DUTIES OF OFFICERS

41. The president shall be the chief executive officer of the corporation. She/He shall preside at all meetings of the corporation and of the Board of Directors. She/He shall have the general and active management of the affairs of the corporation. She/He shall see that all orders and resolutions of the Board of Directors are carried into effect. She/He shall keep the members informed about decisions reached at the Board of Directors meetings that affect the association at large.

42. The vice-president shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties as shall from time to time be imposed upon her/him by the Board of Directors.

43. The treasurer shall have the custody of the funds and securities of the corporation and shall keep full and accurate accounts of all assets, liabilities, receipts and disbursements of the corporation in the books belonging to the corporation and shall deposit all monies, securities and other valuable effects in the name and to the credit of the corporation in such chartered bank or trust company, or, in the case of securities, with such registered dealer in securities as may be designated by the Board of Directors from time to time. She/He shall disburse funds of the corporation as may be directed by proper authority taking proper vouchers for such disbursements, and shall render to the president and directors at the regular meeting of the board of directors, or whenever they may require it, an accounting of all the transactions and statements of the financial position, of the corporation. She/He shall also perform such other duties as may from time to time be directed by the Board of Directors.

44. The secretary may be empowered by the Board of Directors, upon resolution of the board of directors, to carry on the affairs of the corporation generally under the supervision of the officers thereof and shall attend all meetings and act as clerk thereof, tally all proxies and record all votes and minutes of all proceedings in the books to be kept for that purpose. She/He 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 prescribed by the Board of Directors or president, under whose supervision she/he shall be. She/He shall be custodian of the seal of the corporation, which she/he 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 the resolution.

45. The duties of all other officers of the corporation shall be such as the terms of their engagement call for or the Board of Directors requires of them.

EXECUTION OF DOCUMENTS

46. Contracts, documents or any instruments in writing requiring the signature of the corporation, shall be signed by any two officers and all contracts, documents and instruments in writing so signed shall be binding upon the corporation with the approval of the board. The directors shall have power from time to time by resolution to appoint an officer or officers on behalf of the corporation to sign specific contracts, documents and instruments in writing. The directors may give the corporation's power of attorney to any registered dealer in securities for the purposes of the transferring of and dealing with any stocks, bonds and other securities of the corporation. The seal of the corporation when required may be affixed to contracts, documents and instruments in writing signed as aforesaid or by any officer or officers appointed by resolution of the Board of Directors.

MEETINGS

47. The annual or any other general meeting of the members shall be held at the head office of the corporation or at any place in Canada as the Board of Directors may determine and on such day as the said directors shall appoint.

48. At every annual meeting, in addition to any other business that may be transacted, the report of the directors, the financial statement and the report of the auditors shall be presented, auditors appointed for the ensuing year and directors elected to any vacant positions on the board of directors for the ensuring term of office. The members may consider and transact any business either special or general at any meeting of the members. The Board of Directors or the president or vice-president shall have power to call, at any time, a general meeting of the members of the corporation. The Board of Directors shall call a special general meeting of members on written requisition of members carrying not less than five percent (5%) of the voting rights.

49. Thirty (30) days prior written notice shall be given to each voting member of any annual or special general meeting of members. Notice of any meeting where special business will be transacted shall contain a proxy form and sufficient information to permit the member to form a reasoned judgement on the decisions to be taken. Each member is eligible to cast one vote either in person or by proxy.

50. A minimum of fifteen (15) members present in person, plus those valid proxies to be exercised by the Secretary, at a meeting shall constitute a quorum. A majority of the votes cast by the members present or represented by proxy at a meeting shall be necessary for the adoption of any matter voted upon by the members unless the Act or these Bylaws otherwise provide and received by the secretary prior to the meeting commencement.

51. No error or omission in giving notice of any annual or general meeting or any adjourned meeting, whether annual or general, of the members of the corporation shall invalidate such meeting or make void any proceedings taken thereat and any member may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. For purpose of sending notice to any member, director or officer for any meeting or otherwise, the address of the member, director, or officer shall be her/his last address recorded on the books of the corporation.

MINUTES OF THE BOARD OF DIRECTORS

52. Each member of the board of directors shall receive a copy of the minutes of any special or annual meeting of the membership and of any meeting of the board of directors. Minutes of all meetings shall be available to members on request.

FINANCIAL YEAR

53. Unless otherwise ordered by the board of directors the fiscal year-end of the corporation shall be June 30.

AMENDMENT OF BYLAWS

54. The bylaws of the corporation not embodied in the letters patent may be repealed or amended by bylaw enacted by a majority of the directors at a meeting of the board of directors and sanctioned by an affirmative vote of at least two-thirds (2/3) of the votes represented by members present in person or represented by valid proxies, at a meeting duly called for the purpose of considering the said bylaw provided that the repeal or amendment of such bylaws shall not be enforced or acted upon until the approval of the Minister of Consumer and Corporate Affairs has been obtained.

BOOKS AND RECORDS

55. The directors shall see that all necessary books and records of the corporation required by the bylaws of the corporation or by any applicable statute or law are regularly and properly kept.

RULES AND REGULATIONS

56. The Board of Directors may prescribe such rules and regulations not inconsistent with these bylaws 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 members of the corporation when they shall be confirmed and failing such confirmation at such annual meeting of members shall at and from that time cease to have any force and effect.

INTERPRETATION

57. In these bylaws and in all other bylaws of the corporation hereafter passed unless the context otherwise requires words importing the singular number shall include the plural number as the case may be, and vice versa, and references to persons shall include firms and corporations.

NAME CHANGE

58. That the name of the corporation be changed from Small Business Association of the National Capital Region to Small Business Association of Canada.

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