BYLAWS OF THE CANADIAN BBQ SOCIETY

1. BYLAW 1 – DESIGNATION

1.1. NAME

The name of the Society is “Canadian BBQ Society”. (Referred to in short form in these Bylaws as the “Society” or “CBBQS”.)

1.2. OBJECTS

The objects of the Society are as follows, to be changed from time to time by special resolution:

1.2.1. To enrich the BBQ culture in Canada by promoting, teaching and celebrating the friendly spirit of BBQ in all provinces and territories.

1.2.2. To foster social and cultural ties among members of the local communities.

1.2.3. To improve the quality of life within the communities by promoting events for all age groups.

1.2.4. Plan, organize, and raise funds to support annual, Canada-wide family-oriented events which will include sanctioned barbecue cooking contests.

1.2.5. For greater certainty, it is hereby declared that the objects of the Society are to be carried on without purpose of gain for its members, and any profits or accretions which may be incidental to the pursuit of the objects shall be used for the further promotion of those objects.

1.3. DEFINITIONS

In these Bylaws, unless the context otherwise requires:

1.3.1. “Board” means the Board of Directors of the Society composed of the Officers, such additional Directors as may be elected by the Members.

1.3.2. “Books and Records” means all incorporating and initiating documents of the Society, the membership registry and all other documents required by the Societies Act to be kept by the Society.

1.3.3. “Director” means a member who is elected to that office at the annual general meeting of the Society.

1.3.4. “Executive” means the President, Vice President, Secretary, Treasurer and such other Officers as the Board may determine from time to time.

1.3.5. “Formal Taking of Office” means the date of the first meeting of the Board subsequent to the election of the members of the Board.

1.3.6. “Member” means a member in good standing of the Society.

1.3.7. “Membership Fee” means the annual membership fee of the Society as established by the Board.

1.3.8. “Officer” means a Director who is elected by the Board from amongst its members at the next Board meeting following the annual general meeting to serve as the President, Vice President, Secretary and Treasurer and such other individuals as the Board may determine from time to time.

1.3.9. “Ordinary Resolution” means a resolution passed at any meeting of the Board or by the Society by majority vote or without the holding of a meeting in accordance with the Societies Act.

1.3.10. “Special Meeting” means any meeting of the members of the Board or the Society other than the annual general meeting or regular meetings.

1.3.11. “Special Resolution” means:

1.3.11.1. A Resolution Passed

1.3.11.1.1. At a general meeting of which not less than 21 days notice specifying the intention to propose the resolution has been duly given, and

1.3.11.1.2. By the vote of not less than 75% of those members who, if entitled to do so, vote in person

1.3.11.2. A resolution proposed and passed as a special resolution at a general meeting of which less than 21 days notice has been given, if all the Members entitled to attend and vote at the general meeting so agree.

1.3.11.3. A resolution consented to in writing by all the Members who would have been entitled at a general meeting to vote on the resolution in person.

1.4. Head Office

1.4.1. The head office of the Society shall be located in…

2. BYLAW 2 – MEMBERSHIP

2.1. Honorary Members

2.1.1. Honorary Members may be appointed by the Board as a mark of appreciation for services rendered to the Society. The term of appointment shall be at the Board’s discretion.

2.2. Ordinary Members

2.2.1. Any person may become a Member of the Society upon making application therefor and paying the membership fee as determined by the Board from time to time for the class of membership the person is designated to belong to. The Board may, by a majority vote at any of its meetings, reject any application for membership.

2.2.2. The membership fees and classes of membership shall be established by the Board from time to time.

2.2.3. Upon the failure of any Member to pay the annual membership fee prior to the due date set by the Board, the Member shall be not in good standing and shall be deemed not to be a Member of the Society. A Member may withdraw from the Society by written notice to the Society, provided that such person shall not be entitled to any refund of the membership fee paid.

2.2.4. The Board may on payment of the membership fee, restore a Member not in good standing.

2.2.5. The Board may by majority vote at any of its meetings to cancel the membership of any Member when the Member’s actions are in contravention of the Society’s objects and there shall be no right of appeal with respect to such cancellation.

2.2.6. The objects of the Society are as follows, to be changed from time to time by special resolution:

2.2.6.1. To enrich the BBQ culture in Canada by promoting, teaching and celebrating the friendly spirit of BBQ in all provinces and territories.

2.2.6.2. To foster social and cultural ties among members of the local communities.

2.2.6.3. To improve the quality of life within the communities by promoting events for all age groups.

2.2.6.4. Plan, organize, and raise funds to support annual, Canada-wide family-oriented events which will include sanctioned barbecue cooking contests.

2.2.7. For greater certainty, it is hereby declared that the objects of the Society are to be carried on without purpose of gain for its members, and any profits or accretions which may be incidental to the pursuit of the objects shall be used for the further promotion of those objects.

2.2.8. The objects of the Society are as follows, to be changed from time to time by special resolution:

2.2.8.1. To enrich the BBQ culture in Canada by promoting, teaching and celebrating the friendly spirit of BBQ in all provinces and territories.

2.2.8.2. To foster social and cultural ties among members of the local communities.

2.2.8.3. To improve the quality of life within the communities by promoting events for all age groups.

2.2.8.4. Plan, organize, and raise funds to support annual, Canada-wide family-oriented events which will include sanctioned barbecue cooking contests.

2.2.9. For greater certainty, it is hereby declared that the objects of the Society are to be carried on without purpose of gain for its members, and any profits or accretions which may be incidental to the pursuit of the objects shall be used for the further promotion of those objects.

3. BYLAW 3 – MEETINGS

3.1. General

3.1.1. The procedure of all meetings of the Society shall be governed by the Canadian Parliamentary practice and usage.

3.2. Annual General Meeting

3.2.1. The Society shall hold an annual general meeting on or before the 31st of December of each year. Notice of such meetings shall be given by notice published over various mediums at least 15 days in advance of the meeting.

3.3. Voting Privileges

3.3.1. Except as otherwise set out herein, provided that a person holds a membership in one of the categories of the membership as established by the Board from time to time, is over the age of 18 years, and has been a Member in good standing for a minimum of three months immediately prior to the meeting at which the vote is to be held, they shall be entitled to vote at any meeting of the society.

3.3.2. Voting by way of mail-in, proxy, electronic, or any method other than voting in person shall be permitted.

3.3.3. The Board may at its discretion establish a category of membership which will have no voting rights.

3.4. Special Meetings

3.4.1. Special Meetings of the Society shall be called by the President on not less than 15 days notice published via various mediums. A Special Meeting shall be called in the prescribed manner by the President promptly upon receiving a petition setting forth the reasons for such meeting, signed by one-third of the Members.

3.5. Quorum

3.5.1. The quorum of any general meeting or Special Meeting of the Society shall be six (6) ordinary members in good standing. If no quorum is present within ten (10) minutes of the time for which the meeting was called, then the meeting shall stand adjourned without further notice, to a time and place determined by the President or Chairman of the meeting.

3.6. Decisions by Majority Vote

3.6.1. Unless these Bylaws or the Societies Act require a Special Resolution, all of the decisions of the embers of the Society shall require the affirmative vote of a majority of those present and entitled to vote at the meeting. In the event of a tie, the Chairman of the meeting shall have a casting vote.

4. BYLAW 4 – BOARD OF DIRECTORS

4.1. Powers of the Board

4.1.1. The affairs of the Society shall be under the control and management of the Board and shall be subject to resolutions passed at any meeting and shall be consistent with the objects of the Society.

4.2. Constitution of the Board

4.2.1. The Board will consist of the Officers of the Society and such additional Directors as may be elected, provided that the Board shall not consist of more than fourteen (14) people.

4.2.2. Directors will consist of at least one Officer from each defined region within the Society, if they are so elected.

4.2.3. The regions of the Society are as follows, to be changed from time to time by special resolution:

4.2.3.1. British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, and Quebec.

4.2.4. Up to four (4) Standing Members may be elected to the board from across Canada, not representing a specific region, but assisting at the National level.

4.3. Term of Office of the Board

4.3.1. Except as otherwise indicated herin, each member of the Board shall serve for a total of three years from the date of the Formal Taking of Office.

4.4. Election of the Board

4.4.1. The Board shall be elected every two (2) years at the annual general meeting. All persons elected must be Members of the Society in good standing.

4.4.2. If there are more nominations than there are vacancies on the Board, a vote shall be taken by secret ballot.

4.5. Resignation of Members of the Board

4.5.1. Any member of the Board may resign or retire by notice in writing directed to the Secretary and will be eligible for re-election at a subsequent annual general meeting.

4.5.2. Any member of the Board being absent from fifty percent (50%) of the meetings of the Board in any given year or from three (3) consecutive regular meetings of the Board in any year, except with good reason or if absent on Board business, shall be deemed to have resigned from the Board. The Office held by any such member of the Board shall be deemed to be vacated and the member retired.

4.6. Appointment to Fill Vacancies

4.6.1. The vacancy caused by the retirement or resignation of any member of the Board at any time other than an annual general meeting may be filled by appointment by the Board. Any Member appointed to fill a vacancy on the Board shall hold office until the expiration of the term which they have been appointed to.

4.7. Remuneration

4.7.1. No Director shall receive any remuneration from the Society for the performance of his/her duties as a Director.

4.8. Management and Meetings

4.8.1. Four (4) members of the Board shall constitute a quorum at a meeting of the Board.

4.8.2. Meetings of the Board shall be held at the discretion of the President, and Special Meetings of the Board may be called on the request of any two (2) members thereof provided that the request is delivered to the President in writing, stating the business to be brought before the meeting.

4.8.3. Any person not currently a member of the Board may be invited to attend a meeting of the Board at the specific request of the President only.

5. BYLAW 5 – OFFICERS

5.1. Officers

5.1.1. The Officers of the Society shall consist of a President, Vice President, Secretary, Treasurer and such other Officers as the Board may determine from time to time. All Officers shall be elected by the Board from among its members at the next Board meeting following the annual general meeting.

5.2. Signing Authority

5.2.1. The following Officers of the Society shall have the signing authority on behalf of the Society: President, Vice President, Secretary & Treasurer

5.2.2. The signing authority of such Officers of the Society shall take effect from the date of the Formal Taking of Office. The Board may, from time to time, authorize such other Officers or employees of the Society to have signing authority on behalf of the Society.

5.3. President and Vice President

5.3.1. The President, or in his/her absence, the Vice President, shall preside as Chairman at all meetings of the Society and of the Board. In the absence of both aforesaid Officers, a Chairman shall be elected at the meeting to preside thereat.

5.3.2. At each meeting of the Society and of the Board, the Chairman shall have a casting vote in the event of a tie.

5.3.3. The President, in consultation with the Board, shall exercise supervision over the duties of the Secretary, the Treasurer, the Officers and employees, and generally direct the affairs of the Society.

5.4. Secretary

5.4.1. The Secretary shall keep accurate minutes of all meetings of the Society and of the Board, provided that in the absence of the Secretary, the duties of the office shall be discharged by a member appointed by the Chairman presiding at the meeting. The Secretary shall have charge of the Seal of the Society (if any). The Secretary shall keep a record of all the members of the Society and their addresses, and unless otherwise delegated by the President or the Board, shall send or arrange for publication of al notices of meetings as required.

5.5. Treasurer

5.5.1. The Treasurer shall account for all the monies paid to the Society and shall arrange for the deposit of such monies in the bank designated by the Board. The Treasurer shall present a full detailed account of receipts and disbursements to the Board whenever requested by the President or the Board, and shall prepare for submission to the Annual General Meeting the annual financial statements of the Society. Such financial statements shall be approved by the Board prior to presentation at the annual general meeting and such approval shall be attested to by the signatures of two directors present at the meeting.

5.6. Variation of Duties

5.6.1. The Board may vary, add to, or limit the powers and duties of any Officer or Officers.

5.7. Removal of Officers and Board Members

5.7.1. The Board may remove any Officer or Board member before the expiration of his/her term of office by an Ordinary Resolution and may appoint another Board member in his/her stead. An Officer or Board Member may be removed from office at a regular or Special Meeting of the Society by Ordinary Resolution.

6. BYLAW 6 – COMMITTEES

6.1. Membership

6.1.1. The President shall appoint committees as required and shall be an ex-officio member of all committees excepting the nominating committee for the purpose of choosing his/her successor.

7. BYLAW 7 – EXERCISE OF BORROWING POWERS

7.1. For the purpose of carrying out its objectives, the Society may borrow, or raise, or secure payment of money in such manner as the Board sees fit in accordance with the Societies Act.

8. BYLAW 8 – FINANCIAL MATTERS

8.1. Bank Accounts

8.1.1. The Society shall operate a bank account or accounts at one or more chartered banks as the Board may decide.

8.2. Banking

8.2.1. All monies received by the Society shall be deposited in a bank account and all payments made on behalf of the Society shall either be by cheque and shall be signed by any of two of the Treasurer, the President, the Vice President, and any other person designated by the Board, or by online banking via the Treasurer at direction of the President.

8.3. Fiscal Year

8.3.1. The books, accounts and records of the Society shall be audited at least once each year by a duly qualified accountant or by two members of the Society elected for that purpose at the Annual General Meeting. A complete and proper statement of the standing of the books for the previous year shall be submitted at the Annual General Meeting of the Society. The fiscal year end of the Society in each year shall be October 31st.

8.4. Inspection of Books and Records

8.4.1. The books and records of the Society as specified in the Societies Act may be inspected by any Member of the Society at the registered office of the Society at any time during normal office hours, upon reasonable notice being provided in writing to the Officer having charge of same.

9. BYLAW 9 – EXECUTION OF INSTRUMENTS

9.1. Any contract or other instrument may be signed by any two of the Officers named in paragraph 5.2.1 above, or by any such person or persons who may, from time to time, be so authorized buy the Board. Where necessary, the said Officers or other authorized persons may affix the seal of the Society to such contract or other instrument.

10. BYLAW 10 – MANNER OF MAKING, ALTERING AND RESCINDING BYLAWS

10.1. The Bylaws of the Society shall not be rescinded, altered, or added to except by Special Resolution of the Society.

11. BYLAW 11 – PROTECTION OF DIRECTORS, OFFICERS AND OTHERS

11.1. Every Director and Officer of the Society in exercising their powers and discharging their duties shall act honestly and in good faith with a view to the best interests of the Society and exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. Subject to the foregoing, no Director or Officer shall be liable for acts, receipts, neglects or defaults of any other Director, Officer or employee, for the insufficiency or deficiency of any security in or upon which any of the monies of the Society shall be invested, for any loss or damage arising from the bankruptcy, insolvency, or tortious acts of any person with whom any of the monies, securities, or effects of the Society shall be deposited, or or any loss, damage or misfortune whatever which shall happen in the execution of the duties of their office or in relation therto; provided that nothing herin shall relieve any Director or Officer from the duty to act in accordance with the Act and the regulations thereunder or from any liability for any breach therof.

11.2. Indemnity

11.2.1. Subject to the limitations contained in the Act, the Society shall indemnify a Director or Officer, a former Director or Officer, or a person who acts or acted at the Society’s request as a Director or Officer of a body corporate of which the Society is or was a shareholder or creditor, and their heirs and legal representatives, against all costs, charges, and expenses, including an amount paid to settle an action or satisfy a judgement, reasonably incurred by them in respect of any civil, criminal or administrative action or proceeding to which they are made a party by reason of being or having been a Director or Officer of the Society or such body corporate, if:

11.2.1.1. They acted honestly and in good faith with a view to the best interests of the Society; and

11.2.1.2. In the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, they had reasonable grounds for believing that their conduct was lawful.

11.2.1.1. They acted honestly and in good faith with a view to the best interests of the Society; and

11.2.1.2. In the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, they had reasonable grounds for believing that their conduct was lawful.

11.2.2. The Society shall also indemnify such person in such other circumstances as the Act requires. Nothing in this bylaw shall limit the right of any person entitled to indemnity to claim indemnity apart from the provisions of this bylaw.

12. BYLAW 12 – CONFLICT OF INTEREST

12.1. A member of the Society or the Board shall not be disqualified from so acting by the reason only that he is a party to or has a material interest in a material contract or proposed material contract. Such a member shall, however, disclose the nature and extent of his interest as soon as practicable. Any such contract or proposed contract shall require approval of a majority of the voting members of the Board other than any member so interested. Thereafter, such interested member shall not be accountable for any profit or gain realized from such contract provided it is fair and reasonable to the Society.

13. BYLAW 13 – CONFIDENTIALITY

13.1. All Members shall hold in strict confidence any information of a confidential nature disclosed to them in their capacity as Members.