BY-LAW NUMBER ONE

A By-law relating generally to the transaction of the business and affairs of

OTTAWA FILM SOCIETY

BE IT ENACTED as a By-law of OTTAWA FILM SOCIETY
as follows:

HEAD OFFICE

1. The Head Office of the Society shall be in the City of Ottawa, in the Province of Ontario, and at such place therein as the directors may from time to time determine.

SEAL

2. The seal, an impression whereof is stamped in the margin hereof, shall be the corporate seal of the Society.

BOARD OF DIRECTORS

3. The affairs of the Society shall be managed by a board of thirteen (13) directors, each of whom at the time of his election or within ten (10) days thereafter and through his term of office shall be a member of the Society. Each director shall be elected to hold office until the first annual meeting after he shall have been elected or until his successor shall have been duly elected and qualified. The whole board shall be retired at each annual meeting, but shall be eligible for re-election if otherwise qualified. The election may be by a show of hands unless a ballot be demanded by any member. The members of the Society may, by resolution passed by at least two-thirds (2/3) of the votes cast at a general meeting of which notice specifying the intention to pass such resolution has been given, remove any director before the expiration of his term of office, and may, by a majority of the votes cast at that meeting, elect any person in his stead for the remainder of his term.

VACANCIES, BOARD OF DIRECTORS

4. Vacancies on the board of directors, however caused, may so long as a quorum of directors remain in office, be filled by the directors from among the qualified member of the Society if they shall see fit to do so, otherwise such vacancy shall be filled at the next annual meeting of the members at which the directors for the ensuing year are elected, but if there is not a quorum of directors, the remaining directors shall forthwith call a meeting of the members to fill the vacancy. IF the number of directors is increased between the terms, a vacancy or vacancies to the number of the authorized increase, shall thereby be deemed to have occurred, which may be filled in the manner above provided.

QUORUM AND MEETINGS, BOARD OF DIRECTORS

5. A majority of the directors shall forma quorum for the transaction of business. Except as otherwise required by law, the board of directors may hold its meetings at such place or places as it may from time to time determine. No formal notice of any such meeting shall be necessary if all the directors are present, or if those absent have signified their consent to the meeting being held in their absence. Directors' meeting may be formally called by the President or Vice-President or by the Secretary on direction of the President or Vice-President, or by the Secretary on direction in writing of two directors. Notice of such meetings shall be delivered, telephoned or telegraphed to each director not less than one day before the meeting is to take place or shall be mailed to each director not less than two days before the meeting is to take place. The statement of the Secretary or President that notice has been given pursuant to this by-law shall be sufficient and conclusive evidence of the giving of such notice. The board may appoint a day or days in any month or months for regular meetings at an hour to be named and of such regular meeting no notice need be sent. A directors' meeting may also be held, without notice, immediately following the annual general meeting of the Society. The directors may consider or transact any business either special or general at any meeting of the board.

ERRORS IN NOTICE, BOARD OF DIRECTORS

6. No error or omission in giving such notice for a meeting of directors shall invalidate such meeting or invalidate or make void any proceedings taken or had at such meeting and any director may at any time waive notice of any such meeting and may ratify an approve of any or all proceedings taken or had thereat.

VOTING IN NOTICE, BOARD OF DIRECTORS

7. Questions arising at any meeting of directors shall be decided by a majority of votes. In case of an equality of votes, the Chairman, in addition to his original vote, shall have a second or casting vote. All votes at any such meeting shall be taken by ballot if so demanded by any director present, but is not demand be made, the vote shall be taken in the usual way by assent or dissent. A declaration by the Chairman that a resolution has been carried and an entry to that effect in the minutes shall be prima facie evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution. In the absence of the President his duties may be performed by the Vice-President or such other director as the board may from time to time appoint for the purpose.

POWERS

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

REMUNERATION OF DIRECTORS

9. The directors shall receive no remuneration for acting as such.

OFFICERS OF SOCIETY

10. There shall be a President, a Vice-President, a Secretary and a Treasurer, and such other officers as the board of directors may determine by by-law from time to time. One person may hold more than one office except the offices of President and Vice-President. The President and Vice-President shall be elected by the board of directors from among their number at the first meeting of the board after the annual election of such the then incumbents, being members of the board, shall hold office until their successors are elected. The other officers of the Society need not be members of the board and in the absence of written agreement to the contrary, the employment of all officers shall be settled from time to time by the board.

DUTIES OF PRESIDENT AND VICE-PRESIDENT

11. The President shall, when present, preside at all meetings of the members of the Society and of the board of directors. The President shall also be charged with the general management and supervision of the affairs and operations of the Society. The President with the Secretary or other officer appointed by the board for the purpose shall sign all by-laws. During the absence or inability of the President, his duties and powers may be exercised by the Vice-President, and if the Vice-President, or such other director as the board may from time to time appoint for the purpose exercises any such duty or power, the absence or inability of the President shall be presumed with reference thereto.

DUTIES OF SECRETARY

12. The Secretary shall be ex officio clerk of the board of directors. He shall attend all meetings of the board of directors and record all facts and minutes of all proceedings in the books kept for that purpose. He shall give all notices required to be given to members and to directors. He shall be the custodian of the seal of the Society and of all books, papers, records, correspondence, contracts and other documents belonging to the Society which he shall deliver up 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, and he shall perform such other duties as may from time to time be determined by the board of directors.

DUTIES OF TREASURER

13. The Treasurer, or person performing the usual duties of a Treasurer, shall keep full and accurate accounts of all receipts and disbursements of the Society in proper books of account and shall deposit all moneys or other valuable effects in the name and to the credit of the Society in such bank or banks as may from time to time be designated by the board of directors. He shall disburse the funds of the Society under the direction of the board of directors, taking proper vouchers therefore and shall render to the board of directors at the regular meetings thereof or whenever required of him, an account of all his transactions as Treasurer, and of the financial position of the Society. He shall also perform such other duties as may from time to time be determined by the board of directors.

DUTIES OF OTHER OFFICERS

14. The duties of all other officers of the Society shall be such as the terms of their engagement call for or the board of directors require of them.

EXECUTION OF DOCUMENTS

15. Deeds, transfers, licences, contracts and engagements on behalf of the Society shall be signed by either the President or Vice-President and by the Secretary, and the Secretary shall affix the seal of the Society to such instruments as require the same.

Contracts in the ordinary course of the Society's operations may be entered into on behalf of the Society by the President, Vice-President, Treasurer or by any person authorized by the board.

The President, Vice-President, the directors, Secretary or Treasurer, or any one of them, or any person or persons from time to time designated by the board of directors may transfer any and all shares of stock, bonds or other securities from time to time standing in the name of the Society in its individual or any other capacity or as trustee or otherwise and may accept in the name and on behalf of the Society transfers or shares of stock, bonds or other securities from time to time transferred to the Society, and may affix the corporate seal to any such transfers, or acceptances of transfers, and may make, execute and deliver under the corporate seal any and all instruments in writing necessary or proper for such purposes, including the appointment of an attorney or attorneys to make or accept transfers of shares of stock, bonds or other securities on the books of any company or corporation.

Notwithstanding any provisions to the contrary contained in the by-laws of the Society, the board of directors may at any time by resolution direct the manner in which, and the person or persons by whom, any particular instrument, contract or obligations of the Society may or shall be executed.

BOOKS AND RECORDS

16. The directors shall see that all necessary books and records of the Society required by the by-laws of the Society or by any applicable statute or law are regularly and properly kept.

MEMBERSHIP

17. The membership shall consist of the applicants for the incorporation of the Society and of such other individuals as are admitted as members by the board of directors.

No person shall be a member of the Society unless he is sixteen (16) years of age or over.

Membership will be approved by the board of directors only when the applicant's subscription shall have been paid. The application form shall be as prescribed by the board of directors.

Each member in good standing shall be entitled to one vote on each question arising at any special or general meeting of the members. No member shall be entitled to appoint a person whether a member or otherwise to act as his proxy.

Membership in the Society shall not be transferable.

Members of the Society may withdraw upon the acceptance of their resignation by the board of directors and may be suspended or expelled from membership at any time by the board of directors for non-payment of dues, or for any other reason deemed by the board of directors to be in the best interest of the Society.

DUES

18. The dues or fees payable by the members shall be such as are fixed by the board of directors from time to time.

ANNUAL AND SPECIAL MEETINGS OF MEMBERS

19. The annual or any special general meeting of the members shall be held at the head office of the society or elsewhere in Ontario as the board of directors may determine and on such day as the said directors shall appoint.

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 and a board of directors elected and auditors appointed for the ensuing year and the remuneration of the auditors shall be fixed. The members may consider and transact any business either special or general without any notice thereof 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 special general meeting of the members of the Society. No public notice nor advertisement of members' meetings, annual or general, shall be required, but notice of the time and place of every such meeting shall be given to each member by sending the notice by prepaid post or telegraph, ten (10) days before the time fixed for the holding of such meeting; provided that any meetings of members may be held at any time and place without such notice if all the members of the Society are present thereat, and at such meeting any business may be transacted which the Society at annual or general meetings may transact.

ERROR OR OMISSION IN NOTICE

20. 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 Society 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 the purpose of sending notice to any member, director or officer for any meeting or otherwise, the address of any member, director or officer shall be his last address recorded on the books of the Society.

ADJOURNEMENTS

21. Any meetings of the Society or of the directors may be adjourned to any time and from time to time and such business may be transacted at such adjourned meeting as might have been transacted at the original meeting from which such adjournment took place. No notice shall be required of any such adjournment. Such adjournment may be made notwithstanding that no quorum is present.

QUORUM OF MEMBERS

22. A quorum for the transaction of business at any meeting of members shall consist of not fewer than twenty-five (25) members present in person.

VOTING OF MEMBERS

23. Subject to the provisions, if any, contained in the Letters Patent of the Society, each member of the Society shall at all meetings of members be entitled to one vote. No member shall be entitled to vote ay any meeting of the Society unless he has paid all dues then payable by him.

At all meetings of members every question shall be decided by a majority of the votes of the members present in person unless otherwise required by the by-laws of the Society, or by law. Every question shall be decided in the first instance by a show of hands unless a poll be demanded by any member. Upon a show of hands, every member having voting rights shall have one vote, and unless a poll be demanded a declaration by the Chairman that a resolution has been carried or not carried and an entry to that effect in the Minutes of the Society shall be sufficient evidence of the fact without proof of the number or proportion of the votes accorded in favour of or against such resolution. In case of an equality of votes at any general meeting, whether upon a show of hands or at a poll, the Chairman shall be entitled to a casting vote.

STANDING COMMITTEES

24. There shall be the following standing committees of the Society: -

(1) EXECUTIVE COMMITTEE

The Executive Committee shall be composed of the officers of the Society and any other director or directors as may be appointed by the board of directors from time to time for a specific purpose.

The duty of the Executive Committee shall be to implement the policies prescribed by the board of directors.

(2) PROGRAMME COMMITTEE

The Programme Committee shall be composed of the President and one other director appointed by the board of directors who shall be Chairman, and such further number of directors as may be appointed by the board of directors from time to time.

The duties of the Programme Committee will be to choose the films to be exhibited by the Society, subject always to the final approval of the board of directors.

The board of directors shall be entitled to appoint such other Committees from time to time as may be required.

FINANCIAL YEAR

25. Unless otherwise ordered by the board of directors the fiscal year of the Society shall terminate on the 30th day of June in each year.
CHEQUES, ETC.

26. All cheques, bills of exchange or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Society, shall be signed by such office or officers, agent or agents of the Society and in such manner as shall from time to time be determined by resolution of the board of directors any one of such officers or agents may alone endorse notes and drafts for collection on account of the Society through its bankers, and endorse notes and cheques for deposit with the Society's banker's for the credit of the Society or the same may be endorsed "for collection" or "for deposit" with the bankers of the Society by using the Society's rubber stamp for the purpose. Any one of such officers or agents so appointed may arrange, settle, balance and certify all books and accounts between the Society and the Society's bankers and may receive all paid cheques and vouchers and sign all the bank's forms of settlement of balances and release or verification slips.

DEPOSIT OF SECURITIES FOR SAFEKEEPING

27. The securities of the Society shall be deposited for safekeeping with one or more bankers, trust companies or other financial institutions to be selected by the board of directors. Any and all securities so deposited may be withdrawn, from time to time, only upon the written order of the Society signed by such officer or officers, agent or agents of the Society and in such manner as shall, from time to time, be determined by resolution of the board of directors and such authority may be general or confined to specific instances. The institutions which may be so selected as custodians by the board of directors shall be fully protected in acting in accordance with the directions of the board of directors and shall in no event be liable for use to which the securities so withdrawn from deposit or the proceeds thereof shall be put.

NOTICE

28. Whenever under the provisions of the by-laws of the Society, notice is required to be given, such notice may be given either personally or telegraphed or by depositing same in a post office or a public letter-box, in post-paid, sealed wrapper addressed to the director, officer or member at his or their address as the same appears on the books of the Society. A notice or other document so sent by post shall be held to be sent at the time when the same was deposited in a post office or public letter-box as aforesaid, or if telegraphed shall be held to be sent when the same was handed to the telegraph company or its messenger. For the purpose of sending any notice the address of any member, director or officer shall be his last address as recorded on the books of the Society.

BORROWING

29. The directors may from time to time -

(a) borrow money on the credit of the Society; or

(b) issue, sell or pledge securities of the Society; or

c) charge, mortgage, hypothecate or pledge all or any of the real or personal property of the Society, including book debts, rights, powers, franchises and undertakings, to secure any securities or any money borrowed, or other debt, or any other obligation or liability of the Society.

From time to time the directors may authorize any director, officer or employee of the Society or any other person to make arrangements with reference to the moneys borrowed or to be borrowed as aforesaid and as to the terms and conditions of the loan thereof, and as to the securities to be given therefore, with power to vary or modify such arrangements, terms and conditions and to give such additional securities for any moneys borrowed or remaining due by the Society as the directors may authorize, and generally to manage, transact and settle the borrowing of money by the Society.

AMENDMENTS TO BY-LAWS

30. The by-laws of the Society may be amended by a majority vote of the members present at the annual meeting or any other general meeting of the Society called for that purpose, provided that the text of such amendments be filed with the Secretary of the Society at least two (2) months before the date of such annual meeting or general meeting of the Society called for that purpose. The Secretary shall enclose the text of such amendments with the notice of the general meeting at which these amendments will be considered.

GUESTS

31. The members of the Society may introduce guests to the exhibition of films by the Society at such times and in such numbers as may be decided by the board of directors from time to time.

Guests of the Society shall be sixteen (16) years of age or over.

INTERPRETATION

32. In this by-law and in all other by-laws of the Society 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.

PASSED by the board of directors and sealed with the corporate seal this 15th day of May, A.D. 1961.

BY-LAW NUMBER TWO

BE IT ENACTED as a by-law of OTTAWA FILM SOCIETY THAT: -

1. The directors may from time to time -

(a) Borrow money;

(b) Issue bonds, debentures, debenture stock, both perpetual and terminable, or other securities;

(c) Pledge or sell such bonds, debentures or debenture stock or other securities for such sum and at such prices as may be deemed expedient or necessary;

(d) Charge, hypothecate, mortgage or pledge any or all of the real or personal property, including book debts and unpaid calls, rights, powers, undertaking and franchises of the Company to secure any bonds, debentures, debenture stock or other securities, or any liability of the Society.

2. The directors may from time to time authorize any director or directors, officer of officers, employee of the Society or other person or person, whether connected with the Society or not, to make such arrangements with reference to the moneys borrowed or to be borrowed as aforesaid, and as to the terms and conditions of the loan thereof, and as to the securities to be given therefore, with power to vary or modify such arrangements, terms and conditions and to give such additional securities for any moneys borrowed or remaining due by the Society as the directors of the Society may authorize, and generally to manage, transact and settle the borrowing of money by the Society.

3. The directors may from time to time authorize any director or directors, officer or officers, employee of the Society or other person or persons, whether connected with the Society or not, to sign, execute and give on behalf of the Society all documents, agreements and promises necessary or desirable for the purposes aforesaid and to draw, make, accept, endorse, execute and issue cheques, promissory notes, bills of exchange, bills of lading and other negotiable or transferable instruments, and the same and all renewals thereof or substitutions therefore so signed shall be binding upon the Society.

4. The powers hereby conferred shall be deemed to be in supplement of and not in substitution for any powers to borrow money for the purposes of the Society possessed by its directors or officers independently of a borrowing by-law.

ENACTED this 15th day of May, A.D. 1961.

WITNESS the Corporate Seal of the Society.

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