Free Geek Bylaws - Proposed

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Bylaws of CyberEquality Inc [trade name: Free Geek Toronto]

Bylaw NO 1 Preamble It is in order to conduct the business of CyberEquality Inc [trade name Free Geek Toronto] in accordance with the provisions of the Articles of Incorporation, the Act, and the Principles of Free Geek Portland Oregon, that the Members have adopted these General Bylaws to govern their Not For Profit corporation .

BE IT ENACTED as a Bylaw of the corporation as follows:

ARTICLE I – General Corporate seal 1 The seal, an impression whereof is stamped in the margin hereof, shall be the seal of the corporation . Head office 2 The head office of the corporation shall be situated in the place or municipality and the province specified in the Letters Patent, at such address as the board may, by resolution, determine . Subject to the Act, the corporation may, by a Bylaw, change the place or municipality and the province in which the registered office of the corporation shall be situated . [confirm objects and special provisions from Articles] The Articles of Incorporation of CyberEquality Inc (the “corporation"), state the following as its objects and special provisions:

Objects 3 The corporation’s objects are: a) to buy, sell and deal in goods, wares and merchandise

b) to erect, buy, sell, rent, and control real estate, buildings, machinery and other materials as needed in its business

c) to provide any service to its Members which would be advantageous to them

d) to solicit, receive and forward contributions of money and property for the objects of the corporation; to sell or convert any property into money from time to time; to invest and re-invest any principal of investments authorized by law for the investment of trust funds; and to disburse and distribute such money and property in the furtherance of the objects of the corporation

e) to become a Member of any association or corporation having objects altogether or in part similar to those of the corporation or carrying on any business activity capable of being conducted so as to directly or indirectly benefit the corporation

Special provisions 4 The corporation’s special provisions are:

a) the corporation shall carry on business without the purpose of gain for its Members

b) the corporation shall use any profit or other accretions for the purpose of promoting its objects

c) upon dissolution and after the payment of all debts and liabilities, the corporation's remaining property shall be distributed or disposed of to cooperative(s), not for profit corporation(s), or charitable organization(s) carrying on their activities solely within Canada who’s objects are congruent with the corporation’s

d) the Directors:

i) shall serve without remuneration

ii) shall not receive, directly or indirectly, any profit from their positions as Directors but the Directors may be paid reasonable expenses incurred in the performance of their duties .

c) The head office of the corporation shall be located in the Greater Toronto Area, and at such place therein as the Directors may from time to time determine

5 The corporate seal of the corporation shall have inscribed thereon the words: "CyberEquality Inc”

AND the seal impressed in the margin of these Bylaws is hereby adopted as the corporate seal of the corporation .

6 In all Bylaws of the corporation, the singular shall include the plural and the plural the singular; the word “person” shall include firms and corporations; and the word "Act shall mean the Corporations Act, Ontario, 1990, and any Act that may be substituted therefor or from time to time amended . Wherever reference is made in this Bylaw, to any statute or section thereof, or regulations of the statute, such reference shall be deemed to extend and apply to any amendment to said statute, section, or regulation as the case may be . 7 All rights and responsibilities of individual Members, Officers, and Directors of the corporation apply equally to males and females, and any language appearing in the Bylaws, resolutions, or other documents of the corporation that accidentally refers to persons of only one sex shall be deemed and interpreted to apply equally to persons of both genders . References to persons shall include organizations and corporations .

Article II - Membership 1 Membership in the corporation shall be limited to persons interested in furthering the objects of the corporation and shall consist of anyone whose application for admission as a Member has received the approval of the Board of Directors of the corporation . 2 Membership shall be by application with the right of refusal reserved by the Board of Directors: without cause without notice without reasons without prejudice

3 There shall be no membership fees or dues unless otherwise directed by the Board of Directors . 4 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 . 5 The Directors may terminate a Membership when the Member ceases to conduct business with the corporation for a period of one two years or ceases to exist as an entity . 6 Membership of any Member may be rescinded by a vote of three-quarters (3/4) of the Members at a duly called General Meeting . 7 Every Member of the corporation is entitled to a copy of these General Bylaws and of all other Bylaws adopted by the Members .

ARTICLE III — Notices 1 The signatures to any notice given by the corporation shall terminate on the last day of DEC in each year .

2 Any written notice may be given by the corporation to any Member or Director either by delivery by the corporation, its officers or its agents, or by sending it through post in a prepaid envelope or wrapper or by telegram addressed to such Member or Director at the address appearing in the books of the corporation or, when no address be so recorded, then to the last address of such Member or Director known to the Secretary of the Board of Directors or by electronic means when the individual Member or Director has so indicated to the corporation . 3 Any notices with respect to any loan registered in more than one name shall be given to whichever of the corporations or persons is named first in the books of the corporation and notice so given shall be sufficient notice to all the holders of such a loan . 4 Every corporation or person who by operation of law, transfer, or by any other means whatsoever shall become entitled to any loan shall be bound by every notice in respect of such loan which previous to his name and address being entered on the books of the corporation was duly given to the former holder of the title to such loan .

5 Any notice or document delivered or sent by post or left at address of any Member as the name appears in the books of the corporation shall, notwithstanding that such Member be then dissolved or deceased, and whether or not the corporation has notice of such dissolution or decease, be deemed to have been duly served in respect of the Member Loans whether held solely or with other corporations or persons by such the corporation as the holder or one of the holders thereof; and such service shall for all purposes be deemed of sufficient service of such notice or documents on the successors, heirs, executors, or administrators of the holder of the loan and on all persons, when any, sharing an interest in such loans .

6 A certificate of the Secretary of the Board of Directors or other duly authorized officer of the corporation in office at the time of the mailing of the certificate; as to facts in relation to the mailing and delivery of any notice to any Member, Director or officer, or as to the publication of any notice, shall be conclusive and binding on every Member, Director, or officers of the corporation as the case may be .

ARTICLE IV — Meetings of Members 1 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. The Members may resolve that a particular meeting of Members be held outside of Canada .

2 The Annual General Meeting of the Members for the election of the Directors and the transaction of such other business as may be brought before the Annual General Meeting of the Members shall be held in each year and at such place in Ontario as the directors may determine, but not later than ten months after the end of each fiscal year, and the Secretary of the Board of Directors shall send the requisite notice of the meeting of the Members of the corporation by the procedures specified in Article XIV, Notices, of these Bylaws .

3 At every Annual Meeting, in addition to any other business that may be transacted, the financial statements and the report of the auditors – as required by the Bylaws - shall be presented and auditors appointed for the ensuing year . The Members may consider and transact any business at any meeting, either Special or General, 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 .

4	Other meetings of the Members may be called by order of the President, the Vice-President, or the Directors at any time and at any place within Ontario and the Secretary of the Board of Directors shall send the requisite notice of the meeting of the Members of the corporation by the procedures specified in Article XIV, Notices, of these Bylaws .

5 A General Meeting of the Members of the corporation may be requisitioned by Members according to this procedure: a) Five percent (5%) of the Members of the corporation may requisition the Directors to call a general meeting of the Members for any purpose connected with the affairs of the corporation that is not inconsistent with the Act

b) Seven (7) Members present in person at a meeting will constitute a quorum .

c) The requisition shall state the general nature of the business to be presented at the meeting and shall be signed by the requisitionists and deposited at the head office of the corporation and may consist of several documents in like form, each signed by one or more requisitionists

d) Upon deposit of the requisition, the Directors shall call forthwith the meeting of the Members for the transaction of the business stated in the requisition, and the Secretary of the Board of Directors shall send the requisite notice of such a meeting to the Members of the corporation by these procedures specified in Article XIV, notices, of these Bylaws

e) When, within 21 days from the date of deposit of the requisition, the Directors do not call and hold the meeting, any of the requisitionists may call such meeting, which shall be held within 60 days from the date of the deposit of the requisition

f) A meeting called under this section shall be called as nearly as possible in the same manner as meetings of the Members are called under sections 1 and 2 of this article

6 Any reasonable expense incurred by the requisitionists by reason of the failure of the Directors to call such meeting shall be repaid to the requisitionists by the corporation unless, at the meeting, the Members by a majority of the votes cast reject the reimbursement of the requisitionists

7 At a meeting of the Members called under section 2 or section 3 of this article, only the business stated in the notice calling such meeting may be transacted .

8 Notice of any annual or other meeting of the Members shall be deemed to be well and sufficiently given when such notice is sent by the procedures specified in Article XIV, Notices, of these Bylaws to each Member or to the address of such representative as the Member has appointed to receive notices from the corporation, or at its address as entered in the books of the corporation, at least 10 days but no more than 50 days prior to the date fixed for the holding of such meeting . 9 When notice is received generally by the Members the inadvertent omission to give notice to any Member or the non-receipt of any notice by any Member shall not invalidate any resolution passed or any proceedings taken at such meeting .

10 A corporate Member shall appoint under its corporate seal one of its Members, employees, shareholders, officers, or Directors as a representative to attend and vote on its behalf at meetings of Members . The Directors of the corporation may establish such procedures as they see fit to ensure that such representatives hold current and valid appointments, and to allow for the appointment of alternate or substitute representatives .

Proxy 11 No individual Member shall vote by proxy . Notice of each meeting of Members must remind the Member that the Member does not have the right to vote by proxy .

12 No person shall have more than one vote per motion at any meeting of the corporation .

13 Unless otherwise provided in these Bylaws, all questions arising at any meeting of the Members shall be decided by a majority of votes .

14 The Nominating Chairperson, having been appointed by the Board at a meeting in advance of the General Meeting, shall present a report to the General Membership, naming the nominees standing for election . The General Meeting Chairperson shall then call for further nominations from the floor . If there are no further nominations, the Chairperson shall accept a blanket motion to elect Directors after the nominations have closed . No person who is absent from the meeting may be nominated unless consent in writing has been given to accept such nomination and to serve when elected .

15 Quorum at any General Meeting of the corporation duly called by the Board of Directors or by Article IV Section 1 of the Bylaws shall be 5% of the existing Membership rolls in good standing of all voting Membership groups, or 10 Members of any combination of voting Members in good standing, whichever is less .

16 When at any Annual General meeting or other meeting of the Members a quorum is not present within 60 minutes of the time for which the meeting is called, the meeting, when conveyed upon the requisition of the Members, shall be dissolved, and in any other case a presiding officer shall adjourn the meeting to a date not less than seven and not more than 15 days thereafter, and the decision of the adjourned meeting shall be binding upon the corporation provided that at least two Members are present . Notice of the resumption of the adjourned meeting shall be given by the Secretary of the Board of Directors in the manner therein provided five days previous to the date of the resumption of the adjourned meeting .

17 Fourteen (14) days’ written notice [by conventional mail or electronic means] 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 sufficient information to permit the Member to form a reasoned judgment on the decision to be taken .

18 Each Member is entitled to advance any motion, in accordance with the Rules of Order adopted pursuant to these Bylaws, and one vote on any motion called at a duly constituted General Meeting except in the election of Directors for which rules of procedure apply .

19 Except as otherwise provided in these Bylaws or the Rules of Order, a majority of the votes cast on a each motion by the Members present and carrying voting rights shall determine the questions in meetings .

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 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 the 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 his last address recorded on the books of the corporation .

21 Each Member is entitled to due notice of meetings as provided by these Bylaws in accordance with the Act .

22 Each Member is entitled to information from the Federation provided to, or for, every other Member .

ARTICLE V—Board of Directors 1 The property and business of the corporation shall be managed by a Board of Directors .

2 The financial responsibility of the corporation rests with the Board of Directors who carry the legal liability . The Membership has the responsibility and authority to select through election each voting Director .

3 Directors must be individuals, 18 years of age, with power under law to contract .

4 Directors need not be Members .

5 The number of directors shall be determined from time to time by these Bylaws of a full complement of five directors and in all cases must be comprised of an odd number of directors. The total number of Directors shall be sanctioned by an affirmative vote of at least two-thirds (2/3) of the votes cast in favour of the resolution at a duly called meeting of Members including the specific purpose of determining the number of directors to be elected to the Board of Directors .

6 Each Director shall be elected for a term of two (2) year(s) by the Members at an Annual Meeting of Members . The Directorships shall be divided into two streams: the term of the A stream shall expire on the even years and the term of the B stream will expire on the odd years . The A stream will be comprised of one half of the total number of Directors rounded up to the nearest whole number [50% +1] resulting in an even number of Directors . The B stream will be comprised of an odd number of Directors that added to the A stream will equal the total number of Directors specified in sec V(4) .

7 When a vacancy appears on the Board, the Directors may appoint a qualified candidate to fill the remaining term of the vacancy until the next General Meeting of the Members whereupon the seat will be open for election by the Membership for the completion of the vacated term .

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

9 The office of director shall be automatically vacated when:

a) he is absent without leave of the Directors from three consecutive regular meetings of the Directors

b) a director has resigned his office by delivering a written resignation to the secretary of the corporation

c) when he ceases to have the necessary qualifications for office

d) at a Special or General Meeting of Members, a resolution is passed by three-quarters (3/4) of the votes cast in favour of the removal of the director

e) he becomes bankrupt or suspends payment or compounds with his or her creditors or makes an authorized assignment or is declared insolvent

f) he is found by a court guilt of a felony offense

g) he is found by a court to be of unsound mind

h) upon his death

Quorum 10 Quorum for Board Meetings shall be a majority of the standing Directors and in no instance shall be less than 40% of the total number of seats on the Board . Any meeting of the Board of Directors at which a quorum is present shall be competent to exercise any and all of the authorities, powers and discretions by or under the Bylaws of the corporation.


11 The Board may at any time appoint any number of ex officio Directors:

AND for a term of any length

AND no ex officio Directors shall have a vote

AND ex officio Directors shall not count in the determination of quorum

AND no ex officio Director, or combination Directors, may commit the corporation to any contractual liability unless specifically authorized by motion passed by the Board

AND no business shall be transacted unless a majority of the quorum is resident Canadians

12 The Nominating Chairperson, having been appointed by the Board at a meeting in advance of the General Meeting, shall present a report to the General Membership, naming the nominees standing for election . The General Meeting Chairperson shall then call for further nominations from the floor . If there are no further nominations, the Chairperson shall accept a blanket motion to elect Directors after the nominations have closed . No person who is absent from the meeting may be nominated unless consent in writing has been given to accept such nomination and to serve when elected .

13 At each Annual Meeting Directors, or such Special General Meeting that is called, shall be elected to fill all vacant positions, including those becoming vacant by the expiration of the terms of current Directors . Directors shall be eligible for re-election upon completion of their term .

14 Every person entitled to vote at an election of Directors, when he votes, shall cast thereat a number of votes equal to the number of Directors to be elected, and the elector shall distribute the votes among the candidates in such manner as he sees fit, but no candidate shall receive more than one vote from each elector . When the number of candidates does not exceed the number of positions to be filled then the chairperson of elections shall, at the conclusion of nominations, declare all such candidates elected, without the casting of any votes . When a vote is required, it shall be conducted by secret ballot .

15 In the event that two or more nominees receive equal numbers of votes, the chairperson of the elections shall propose to the meeting an appropriate method of resolving the tie, which shall be approved by a majority of the Members voting before being implemented .

16 Regular meetings of the Directors shall be held at least once every three months on such day as the Directors may from time to time by resolution determine .

17 Meetings of the Directors may be held either at the head office of the corporation or elsewhere within Ontario as the Directors from time to time determine .

18 Where all the Directors have consented thereto, any Director may participate in a meeting of the Board of Directors by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can communicate with each other, and a Director participating in such a meeting shall be deemed to be present in person at that meeting .

19 A meeting of the said Directors may be convened by the Chairperson of the Board or President, or any three Directors may convene a meeting of the said Directors . Notice of such meeting shall be delivered, or mailed or telegraphed or telephoned to each Director not less than ten days (exclusive of the day on which the notice is delivered, mailed, telegraphed, or telephoned, but inclusive of the day from which notice is given) before the meeting is to take place; provided always that meetings of the said Directors may be held at any time without formal notice when all the Directors are present or those absent have waived notice or have signified their consent in writing to the meeting being held in their absence . Notice of any meeting or any irregularity in any meeting or notice thereof may be waived by a Director .

20 Questions arising at any meeting of the Directors shall be decided by a majority of votes .

21 Each director is authorized to exercise one (1) vote per motion .

22 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 without any further authorization or formality. 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. 23 The minutes of the Board of Directors shall be available to the Board of Directors, each of whom shall receive a copy of such minutes and made available to the general Membership of the corporation with reasonable notice accorded to production and distribution . 24 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 .

Committees 25 The Board of Directors may appoint committees whose Members will hold their offices at the will of the Board of Directors. The directors shall determine the duties of such committees and may fix by resolution, any remuneration to be paid.

26 a) Subject to subSection 25(b), every Director and officer of the corporation and his heirs, executors, administrators and other legal personal representatives shall from time to time be indemnified and saved harmless by the corporation from and against:

i) any liability and all costs, charges and expenses that he sustains or incurs in respect of any action, suit or proceeding that is proposed or commenced against him or her for or in respect of anything done or permitted by him or her office in respect of the execution of the duties of his or her; and

ii) all other costs, charges and expenses that he sustains or incurs in respect of the affairs of the corporation .

b) no Director or officer of a corporation shall be indemnified by the corporation in respect of any liability, costs, charges or expenses that he sustains or incurs in or about any actions, suit or other proceeding as a result of which he is adjudged to be in breach of any duty or responsibility imposed upon him under the corporations Act or under any other statute unless; in an action brought against him in his capacity as a Director or officer, he has achieved complete or substantial success as a defendant .

27 The Directors will serve without any pay except that the Board may by resolution, confirmed by an Annual General Meeting or a Special General Meeting called for that purpose, award special remuneration to any Director undertaking special services on behalf of the corporation other than the work normally required of a Director . The Directors shall also be entitled to be paid their reasonable traveling or other expenses properly incurred by them in connection with the business of the corporation .

ARTICLE VI — Officers 1 The Directors shall, at the first meeting of the Board of Directors after an Annual General Meeting, or as often as may be required, elect a President and elect or appoint a Vice-President, a Secretary of the Board of Directors, and a Treasurer . The Directors may elect a Chairperson of the Board . None of the said officers except the President and the Secretary of the Board of Directors of the Board need be a Member of the Board of Directors . Any two of the aforesaid offices may be held by the same person, except those of President and Vice--President . In the case and whenever the same person holds the offices of Secretary of the Board of Directors and Treasurer, the office may, but need not, be called Secretary of the Board of Directors-Treasurer .

2 In the presence of Board quorum, a vote of the majority of the Directors shall be necessary for the election of the said officers . The Directors may from time to time elect or appoint such other officers and agents as they shall deem necessary who shall have such authority and shall perform such duties as the Directors from time to time shall prescribe .

3 All officers, in the absence of agreement to the contrary, shall be subject to removal by resolution of the Directors at any time, with or without cause, provided that a majority of the Directors shall vote in favour of such removal .

4 The reasonable remuneration of all officers elected or appointed by the Directors shall be determined from time to time by resolution of the Directors . The fact that any officer or employee is a Director or Member of the corporation shall not disqualify him or her from receiving such remuneration as may be determined .

5 All remunerations, other than reasonable reimbursement of expenses, paid in cash or in kind to Directors shall be reported to the Membership at the Annual General Meeting at fair market value . 6 In the case of the absence or inability to act of the President, Vice-President, or any other officer of the corporation or for any other reason that the Directors may deem sufficient, the Directors may delegate all or any of the powers of such officer to any other officer or to any Directors for the time being, provided that a majority of the Directors concurs with such delegation .

7 The President shall, when present, preside at all meetings of Members and of Directors . He shall sign all instruments requiring the President’s signature and shall perform all duties incident to the office and shall have such other powers and duties as may from time to time be assigned to him or her by the Directors .

8 When the Vice-President is a Director, he shall be vested with all the powers and shall perform all the duties -of the President in the absence or disability or refusal to act of the President . The Vice-President shall also have such other powers and duties, when any, as may from time to time are assigned by the Directors .

9 The Secretary of the Board of Directors shall issue or cause to be issued notices for all meetings of the Members and Directors when directed to do so . He shall sign with the President or other signing officer or officers of the corporation such instruments as may require his or her signature and shall perform such other duties as the terms of his or her appointment call for or which the Directors may from time to time properly require of him or her .

10 The Secretary of the Board of Directors or some other officer specially charged with the duty shall keep or cause to be kept suitable records wherein shall be kept recorded:

a) a copy of the Certificate of Incorporation with the Articles of Incorporation

b) all Bylaws and resolutions of the corporation

c) a register of Members and security holders in which is set out the information required by the Act

d) a register of Directors in which is set out the names and residence addresses while Directors, including the street and number, when any, of all persons who are or who have been Directors of the Co‑rporation with the several dates on which they have become or ceased to be Directors;

e) minutes of all proceedings at meetings of Members, Directors, and any executive committee

11 The Treasurer is to be the Board’s representative on the Finance Committee. He is to ensure that a proper audit is conducted annually and to report to the Board on the results . He brings the voice on the Board to the committee table where budgets, major purchases and auditing concerns are discussed and then he reports back to the Board at its next meeting . The Treasurer must maintain a solid link with the Committee members and makes sure that the Committee meets regularly, that financial issues are addressed in a timely fashion and that new members are recruited if a position on the Finance Committee becomes vacant .

12 The Directors may from time to time appoint a General Manager or Manager who shall not be one of the Directors of the corporation and may delegate to him or her full authority to manage and direct the affairs of the corporation, excepting such matters and duties as by law must be transacted or performed by the Directors, by specific other officers, or by the Members in general meeting . The Board of Directors shall delegate to the General Manager or Manager such powers to employ, discharge, and fix the wages and salaries of all employees other than the General Manager or Manager as the Directors see fit, and all such powers not delegated by the Directors shall be retained by the Directors . The General Manager or Manager shall conform to all lawful orders given by the Directors, and shall at all reasonable times give to the Directors or any of them all information they may require regarding the affairs of the Co‑rporation .

13 When the office of the President, Vice-President, Secretary of the Board of Directors, or Treasurer, one or more, shall become vacant by reason of death, resignation, disqualified, removal by vote of the Directors, or otherwise, then the Directors by resolution may elect or appoint an officer to fill such vacancy .

Powers of Directors 14 The directors of the corporation may administer the 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 . 15 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 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 corporation in accordance with such terms as the Board of Directors may prescribe .

16 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 .

17 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 prescribed by the Board of Directors at the time of such appointment .

18 Remuneration for all officers, agents and employees and committee Members shall be fixed by the Board of Directors by resolution .

Indemnities to Directors and others 19 Every director of the corporation and their heirs, executors and administrators, and estate and effects, respectively, shall from time to time and at all times, be indemnified and saved harmless out of the funds of the corporation, from and against:

a) all costs, charges and expenses which such director, sustains or incurs in or about any action, suit or proceedings which is brought, commenced or prosecuted against him, or in respect of any act, deed, matter of thing whatsoever, made, done or permitted by him, in or about the execution of the duties of his office or in respect of any such liability

b) all other costs, charges and expenses which he sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his own wilful neglect or default or criminal actions as judged by a court of law

ARTICLE VII — Distribution of Surplus 1 The surplus arising from the business of the corporation in any fiscal year shall, by resolution of the Directors, be applied to any or all of these uses:

a) service of and\or retirement of debts owed by the corporation

b) increase of reserve funds held by the corporation

c) the creation, development and use of capital project funds d) expenditures for the general good of the corporation, its Members, or existing or proposed social enterprises congruent with the objectives of the corporation

2 No surplus arising from the business of the corporation shall be returned to the Members of the corporation except to retire such loans, along with any interest payable on such loans, as may have been made by the Members to the corporation .

ARTICLE VIII — Borrowing powers 1 The Directors may from time to time

a) borrow money on the credit of the corporation

b) issue, sell, or pledge debt obligations of the corporation

c) charge, mortgage, hypothecate, or pledge all or any currently owned or subsequently acquired real or personal, movable or immovable property of the corporation, including book debts, rights, powers, franchises, and undertakings, to secure any debt obligations or any money borrowed or other debt or liability of the corporation

2 The borrowing powers hereby conferred [via Bylaw 2] shall be deemed to be supplemental to, and not in substitution for, any powers to borrow money for the purposes of the corporation possessed by its Directors independently of a borrowing By-law or possessed by its Directors by virtue of a separate borrowing Bylaw adopted by the Members in such form as may be required by any bank, credit union, or other financial institution from which the corporation seeks to borrow money .

ARTICLE IX — Cheques, Drafts, and Notes 1 All cheques, drafts, or orders for the payment of money and all notes and acceptances and bills of exchange shall be signed by such officer or officers or person or persons whether or not officers of the corporation in such manner as the Directors may from time to time designate .

ARTICLE X — Custody of Securities 1 All securities owned by the corporation shall be placed for safe keeping, in the name of the corporation, with a chartered bank, credit union, or such other corporation as may be determined from time to time by the Directors .


ARTICLE XI — Execution of Instruments 1 Contracts, documents, or any instruments in writing requiring the signature of the corporation may be signed by any two of the President, the Vice-President, the Secretary of the Board of Directors, or the Treasurer, provided that at least two different individuals serving as officers so sign, and all contracts, documents and instruments in writing so signed shall be binding upon the corporation without any further authorization or formality . The Directors shall have the power from time to time by resolution to appoint any officer or officers, person or persons to sign contracts, documents, and instruments in writing generally or to sign specific contracts, documents, or instruments in writing on behalf of the corporation .

2 The seal of the corporation shall be in a secure place designated by the custody of the Secretary of the Board of Directors and may, when required, be affixed by him or her or by any officer or officers, person or persons appointed by resolution of the Directors to contracts, documents and instruments in writing signed as aforesaid .

ARTICLE XII — Fiscal year 1 The financial or fiscal year of the corporation shall terminate on the last day of December in each year .

ARTICLE XIII — Auditors Check regulations regarding exemption 1 The Members at each Annual General Meeting shall appoint an auditor who is familiar with corporation's accounting and practices . The auditor, when appointed, shall hold office until the next Annual General Meeting, and when any appointment is not so made, the auditor in office shall continue until a successor is appointed . The remuneration of the auditor shall be fixed by the Directors .

2 The auditor shall at all reasonable times have access to the books, accounts, and vouchers of the corporation and may require from the Directors and officers such information and explanations as may be necessary for the performance of his or her duties .

3 The auditor shall make a report to the Members on the financial statement to be presented to the corporation at each annual meeting during his term of office and shall state in his report whether, in his opinion, the statement presents the financial position of the corporation and the results of its operations for the period under review in accordance with generally accepted accounting principles applied on a basis consistent with that of the preceding period .


ARTICLE XIV -Winding up 1 In the event of dissolution of the corporation and after the payment of all debts and liabilities, the property of the corporation shall be distributed or disposed of to not for profit (NFP) organizations or charitable organizations carrying on their activities solely within Canada promoting values consistent with CyberEquality Inc .

ARTICLE XV — Amendments 1 None of these Bylaws, nor any Bylaws to amend these Bylaws, are effective until they are passed by the Board of Directors; AND confirmed, with or without variation, by at least two-thirds of the votes cast at a duly called General Meeting with a valid quorum by the attending Members in good standing of the corporation

???? 38.The Bylaws of the corporation not embodied in the Letters Patent may be repealed or amended by Bylaw, or a new Bylaw relating to the requirements of subsection 155(2) of the Canada corporations Act, may be 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 cast in favour of the Bylaw at a meeting of Members 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 Industry has been obtained. AMENDED AND ADOPTED by the Membership this 4th day of May 2002 .




xxxxx, President xxxx, Secretary of the Board of Directors of the Board of Directors


BY-LAW Number 2 BE IT ENACTED as By Law No. 2 of CyberEquality Inc as follows:

ARTICLE I – Banking authority 1 The Directors of the Company are hereby authorized from time to time:

a) to borrow money upon the credit of the company in such amounts and on such terms as may be deemed expedient by obtaining loans or advances or by way of overdraft or otherwise

b) to issue bonds, debentures or other securities of the Company

c) to pledge or sell such bonds, debentures or other securities for such sums and at such prices as may be deemed expedient

d) to mortgage, hypothecate, charge or pledge, or give security in any manner whatsoever upon, all or any of the property, real and personal, immovable and movable, undertaking and rights of the Company, present and future, to secure any debentures or other securities of the Company, present or future, or any money borrowed or to be borrowed or any obligation or liability of the Company, present or future

e) to delegate to such officer(s) or Director(s) of the Company as the Board may designate all or any of the foregoing powers to such extent and in such manner as the Directors may determine

2 This By-law shall remain in force and be binding upon the Company as regards to any party acting on the faith thereof, until a copy, certified by the Secretary of the Board of Directors of the Company under the Company's seal, of a By-law repealing or replacing this By-law shall have been received by such party and duly acknowledged in writing .

AMENDED AND ADOPTED by the Membership this 3th day of May 2003 .




xxxx, President xxxx, Secretary