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By-Laws being the General By-law of

INTERNATIONAL HEALTH COUNCIL

Interpretation and Definitions

i. "Board" means the Board of Directors of the Corporation;

ii. "By-laws" means this By-law No. 1 and all other By-laws of the Corporation from time to time in effect;

iii. "Corporation" means INTERNATIONAL HEALTH COUNCIL, and may be referred to hereinafter as the "IHC";

iv. "Members" means those persons and Institutions who enjoy a current membership in the Corporation; and

v. 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.

1. CONDITIONS OF MEMBERSHIP

1.1 Membership is open to all persons or organizations subscribe to the IHC's objects.

1.2 Persons or organizations interested in furthering the objects of IHC and shall consist of anyone whose application for admission as a member has received the approval of the Board of Directors.

1.3. Class of membership: There shall be four (4) classes of members in the IHC, namely, Full members, Associate members, Institutional partners and Affiliated Groups. The Board of Directors of the IHC may, by resolution, approve the admission of the members of the IHC. The Board of Directors may also pass membership rules, providing, among other things, for the admission of members by the Secretary of the IHC. Each member shall be promptly informed by the Secretary of their admission as a member.

The following classes of members are hereby established:

(a) Full Members

(i) Full membership shall be available to evaluation societies, associations and networks recognized by the IHC, that are interested in furthering the objectives of the IHC and that otherwise meet any criteria for Full membership established by the Board of Directors.

(ii) Each Full member shall notify the Secretary of the IHC within thirty (30) days of becoming a Full member regarding the name and contact particulars of its delegate who will attend meetings of the members of the IHC on its behalf. Each Full member shall be responsible for notifying the Secretary of the IHC of any change in its delegate.

(iii) Each Full member is entitled to receive notice of, attend and vote at all meetings of members and each Full member shall be entitled to one (1) vote per Full member.

(b) Associate Members

(i) Associate membership shall be available to evaluation groups that are interested in furthering the objectives of the IHC, that are in the process of becoming societies, associations or networks and that otherwise meet any criteria for Associate membership established by the Board of Directors.

(ii) Each Associate member shall notify the Secretary of the IHC within thirty (30) days of becoming an Associate member regarding the name and contact particulars of its representative for notice purposes. Each Associate member shall be responsible for notifying the Secretary of the IHC of any change in its representative.

(iii) Associate members are not entitled to receive notice of, attend or vote at any meeting of the members; provided that the Board of Directors may extend an invitation to Associate members to attend a members' meeting for information purposes.

(c) Institutional Partner Membership

(i) Institutional Partner membership shall be available to bodies not otherwise meeting the criteria for Full or Associate membership, including international organizations, governments and foundations that support the mission and objectives of the IHC and meet any other criteria for Institutional Partner membership established by the Board of Directors.

(ii) Each Institutional Partner shall notify the Secretary of the IHC within thirty (30) days of becoming an Institutional partner member regarding the name and contact particulars of its representative for notice purposes. Each Institutional partner member shall be responsible for notifying the Secretary of the IHC of any change in its representative.

(iii) Institutional Partner members are not entitled to receive notice of, attend or vote at any meeting of the members; provided that the Board of Directors may extend an invitation to such members to attend a members' meeting for information purposes.

(d) Affiliated Group Members

(i) Affiliated Group membership shall be available to sub-regional or sub-national evaluation associations, societies or networks that are not eligible for full membership in the IHC and who are otherwise interested in being associated with the IHC and that otherwise meet any criteria for Affiliated Group membership established by the Board of Directors.

(ii) Each Affiliated Group member shall notify the Secretary of the IHC within thirty (30) days of becoming an Affiliated Group member regarding the name and contact particulars of its representative for notice purposes. Each Affiliated Group member shall be responsible for notifying the Secretary of the IHC of any change in its representative.

(iii) Affiliated Group members are not entitled to receive notice of, attend or vote at any meeting of the members; provided that the Board of Directors may extend an invitation to Affiliated Group members to attend a members' meeting for information purposes .

1.4 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.

2. MEMBERS’ MEETING

2.1 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 may determine and on such day as these directors shall appoint. The members may resolve that a particular meeting of members may be held outside of Canada.

2.2 method of giving notice of annual or special general meeting of members Various ways of giving notice are acceptable: a. by mail to individual members; b. by notice published in a regular newsletter sent to all members individually; c. if the Corporation has more than 100 members, by notice published in a local newspaper circulating in a community where the majority of members reside; d. if the Corporation has a place where members normally congregate, by written notice posted in that location; e. if the Corporation has a place where members normally congregate, verbally, followed by written notice posted in that location or published in a special bulletin or regular newsletter sent to all members individually; f. by electronic means such as e-mail or facsimile.

2.3 Reasonable period of notice is 60 days.

2.4 A notice of special business shall contain enough information to allow the members to make a rea​​soned decision.

2.5 Fifty percent of all members shall constitute a quorum of any meeting of the general membership of IHC, and a majority vote of those present, subject to law and the by-laws, shall determine any decision.

2.6 Minimum of five percent of the voting members is needed to requisition the directors to call a special general meeting. Directors shall call the meeting.

2.7 Meetings by Other Electronic Means: The members of IHC may meet by other electronic means that permits each member to communicate adequately with each other, provided that: i. must permit all members participating in the meeting to communicate; ii. each member has equal access to the specific means of communication to be used; iii. Eighty percent (80%) of members for approval of holding such a meeting iv. Each Director has consented in advance to meeting by electronic means using the specific means of communication proposed for the meeting. v. the Board of Directors has passed a resolution addressing the mechanics of holding such a meeting and dealing specifically with how security issues should be handled, the procedure for establishing quorum and recording votes;

2.8 Mail Ballots. Except where the Act requires a meeting of members with respect to the matter to be voted on by the members, a mail ballot may be used by members entitled to vote on that resolution at a meeting of members and any decision made by the members in this manner is as valid as if it had been passed at a meeting of members. Where a notice of meeting states that the members may vote by mail ballot, the form of mail ballot shall be attached to the notice of meeting and the notice shall specify that the mail ballot must be completed, signed by the member and received by the Secretary of the IHC (at the address specified) by a date specified in the notice if the member wishes to record his or her vote. Any votes received by mail ballot after that time shall not be counted for the purposes of the meeting. A majority vote of the members shall be required to approve any matter that can be voted on by means of a mail ballot. Subject to the provisions of this paragraph, a vote by mail ballot may also take place by electronic mail transmission. Fifty percent of all members shall constitute a quorum.

2.9 Written Resolutions. Except where the Act requires a meeting of members with respect to the matter to be voted on by the members, a resolution in writing, signed by members entitled to vote on that resolution at a meeting of members, is as valid as if it had been passed at a meeting of members. A majority vote of the members shall be required to approve any matter that can be voted on by written resolution. Fifty percent of all members shall constitute a quorum.

3. DIRECTORS

3.1 There shall be a Board of Directors that will manage the Corporation and composed of the following members: i. The President, President-Elect, Secretary-Treasurer, and Past-President; ii. Four (4) other members, elected for a two-year term, one-half of whom shall be elected each year; The applicants for incorporation of the Corporation shall become the first directors and President of the Corporation whose term of office on the board shall continue until their successors are elected. The President-Elect is established and can be changed by the meeting of members. The Secretary-Treasurer is appointed and can be changed by the President.

3.2 Directors must be 18, individuals and have capacity under law to contract.

3.3 Directors term shall continue until their successors are elected.

3.4 If a director is appointed or elected by group, the director may be removable only by same group

3.5 Members of the Board of Directors, officers and members of committees shall not receive any stated remuneration for their services, but they may authorize the payment of the travel and maintenance expenses of all officers, members of the Board of Directors, members of committees or members of the Association or others, engaged in Association business. If necessary, the removal or replacement of committee members shall be executed at the discretion of the Board of Directors.

3.6 Alternate directors are not acceptable.

4. DIRECTORS’ MEETING

4.1 The annual or any other general meeting of the directors shall be held at the head office of the Corporation or at any place in Canada as the board may determine and on such day as these directors shall appoint. The directors may resolve that a particular meeting of directors may be held outside of Canada.

4.2 Reasonable period of notice is 60 days.

4.3 A majority of Directors in office from time to time, but no less than three Directors, shall constitute a quorum for meetings of the Board. Any meeting of the Board at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions set- out by or under these By-laws.

4.4 Each director is given one vote and each director's voting right is equal.

4.5 Where a Director is unable to attend a Directors' Meeting in person and attendance by teleconference or other similar electronic means is not possible, a Director may be allowed to vote on each separate motion properly made at the meeting by means of a detailed written voting ballot. Each such ballot will only be counted if the motion on the table at the meeting is identical to that contained in the mail ballot. All background material made available to Directors at the meeting must also have been made available to the Directors exercising their votes by mail ballot. A mail ballot cannot replace a Director for the purposes of establishing a quorum at a Directors' Meeting. Mail ballots must be received by the Secretary of the Corporation at least FORTY-EIGHT (48) hours prior to the commencement of the Directors' Meeting to which they will be applied. Such mail ballots must be accompanied by a written declaration of any conflict of interest that the Director exercising such vote by mail ballot would have been required to declare pursuant to the Act should that Director have attended the meeting in person.

4.6 Proxy voting is not acceptable.

4.7 Written resolutions in lieu of meetings are not acceptable.

5. OFFICERS

5.1 Appointment of Officers:

The officers of the Corporation may consist of a Chairman of the Board, a President, a President-Elect, a Secretary, a Treasurer and such other officers, including one or more Vice-Presidents, as the Board of Directors may from time to time appoint. Any two or more offices in the Corporation may be held by the same person. Every Officer must be a Member of the Corporation.

5.2 The First Officers of the Corporation shall be those persons who held the identically-named positions immediately prior to the incorporation of IHC, notwithstanding that any such position may differ at law or in any other material aspect from its corresponding office in the incorporated Corporation. Subject always to these By-laws and the Act, each First Officer's term of office shall continue until their successor ​​is elected or appointed provided that every such First Officer shall be entitled to serve for the remainder of their term, with such term being determined by calculating the number of days such First Officer served in the corresponding position in IHC immediately and without interruption prior to its incorporation and subtracting this number from the total number of days in the term herein provided-for respecting each applicable office.

5.3 Removal of Officers. Any Officer elected or appointed by the Board may be removed by the Board whenever, in its judgment, the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the persons so removed.

5.4 Duties and Responsibilities

i. Duties of the Chairman: The Chairman of the Board shall have such powers and duties as may from time to time be assigned to the Chairman by the Board of Directors and shall preside at all meetings of the Board of Directors.

ii. Duties of the President: Subject to supervisory powers as may be given by the Board of Directors to the Chairman of the Board, the President shall be the Chief Executive Officer of the Corporation. He shall preside at all meetings of Members of the Corporation and of the Board. He shall have the general and active management, supervision, direction and control of the business and affairs of the Corporation. He shall see that all orders and resolutions of the Board are carried into effect. The President shall have such other authority and duties as are usually vested in the office of the President and as from time to time may be prescribed by the Board and this By-law.

iii. Duties of the President-Elect: The President-Elect shall assist the President in any official duties and shall perform such other duties as the Board of Directors may assign.

iv. In the absence of the President and President-Elect, the duties and function of the President shall devolve upon the Past-President.

v. Duties of the Secretary: The Secretary shall attend all sessions of the Board and all meetings of the Members and act as clerk thereof and record all votes and minutes of all proceedings in the books to be kept for that purpose. He shall give or cause to be given notice of all meetings of the Members and of the Board, and shall perform such other duties as may be prescribed by the Board or the President, under whose supervision he shall be. He shall be custodian of the records (other than financial) and of the seal of the Corporation, which he shall deliver only when authorized by a resolution of the Board to do so and to such person or persons as may be named in the resolution.

vi. Duties of the Treasurer: The Treasurer shall have custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all moneys and other valuable effects in the name and to the credit of the Corporation and in such depositories as may be designated by the Board from time to time. He shall disburse the funds of the Corporation as may be ordered by the Board, taking proper vouchers for such disbursements and shall render to the President and Directors at the regular meeting of the Board, or whenever they may require it, an account of all his transactions as Treasurer and of the financial position of the Corporation. He shall also perform such other duties as may from time to time be determined by the Board.

vii. Duties of Other Officers: The duties of other Officers shall be as may be prescribed by the Board from time to time.

5.5 Remuneration The directors shall serve as such without remuneration and no trustee shall directly or indirectly receive any profit from occupying the position of trustee. Directors, members of the Executive Committee and others on official business of the IHC, with a budget approved by the Board of Directors , shall be entitled to claim travel, subsistence and other allowances in respect of expenses reasonably and properly incurred, upon producing satisfactory evidence of approved expenditure.

5.6 The president shall have Custody of the corporate seal.

6. EXECUTION OF DOCUMENTS

Contracts, documents or any instruments in writing requiring the signature of the Corporation shall be signed by the President or any two of the Chairman of the Board, the Treasurer or the Secretary, 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 IHC either to sign contracts, documents and instruments in writing generally or to sign specific contracts, documents and instruments in writing.

7. AMENDMENTS OF BY-LAWS

The by-laws of the Corporation not embodied in the Letters Patent may be repealed or amended by by-law, or a new by-law relating to the requirements of Subsection 155(2) of the Canada Corporations Act may be enacted , such by-law to be enacted by a majority of the Directors at a meeting of the Board and sanctioned by an affirmative vote of at least TWO THIRDS (2/3) of the Members at a meeting duly called for the purpose of considering the said by-law, provided that the repeal or amendment of such by-law shall not be enforced or acted upon until the approval of the Minister of Industry, if necessary, has been obtained.

8. AUDITOR

8.1 An Auditor shall be appointed by the members of the Association at each Annual General Meeting.

8.2 The Auditor shall:

i. Examine annually the financial statement of the Secretary-Treasurer, and conduct such tests of accounting records and other information as are necessary to substantiate a professional opinion on the financial statement;

ii. File a report with the Secretary-Treasurer not less than eight (8) weeks before the Annual General Meeting of the Association. At that time it shall be read and shall be opened to inspection by all members of the Association. The report of the Auditor shall also be included in the annual Report to Members of the proceedings of the Board of Directors;

iii. Examine and report on other financial affairs of the Association at any time during the year upon the request of the Board of Directors.

iv. Remuneration of the auditors shall be fixed by the Board of Directors.

9. Special Interest Groups

9.1 Special Interest Groups (SIGs) may be formed within the Corporation. Each SIG may adopt a constitution, pass bylaws, elect officers, designate committees, plan programs, raise funds, and otherwise function as an organization within the Corporation, providing that nothing so adopted or done shall be in conflict with the vision, mission, goals or Bylaws of the Corporation. Any funds raised by a SIG or provided to a SIG by a source other than the Corporation shall be under the control of the Corporation, except funds held in trust for specific purposes.

9.2 SIGs may be formed for any purpose which the Board of Directors may consider useful.

9.3 An application to form a SIG may be made to the Board of Directors upon the filing of a petition signed by no fewer than TEN (10) Members who wish to promote the SIG objective stating that that they intend to maintain an active bona fide existence within the proposed objectives of the SIG. The proposed constitution and Bylaws of the SIG shall also be submitted. If the Board of Directors approves the application, official recognition will be issued authorizing the formation of a constitution and the election of officers.

9.4 All members of a SIG must be Members of the Corporation.

9.5 Subject to the Board's approval, the Corporation may give financial support to a SIG.

9.6 Eac​​h SIG must: a. hold at least ONE (1) meeting each year at which business is transacted; b. elect a Chair, Vice-Chair, a secretary-registrar and a treasurer at least every TWO (2) years and upon the vacancy of such position or positions, except when specifically requested by the members of the SIG and approved by the Board of Directors; c. not allow the office of Chair or Vice-Chair to be held by the same individual for more than TWO (2) successive terms; d. submit to the Board at the Directors' Meeting scheduled on or about the date of Corporation's Annual Conference, and at such other time or times as required by the Board, a written report:

i. of its activities and financial affairs (including a financial statement) for that fiscal year;

ii. of its planned and anticipated activities for the upcoming year;

iii. providing its budget from the time of such report until the next Directors' Meeting as hereinbefore described; iv. providing any other information as requested by the Corporation's Board of Directors; and e. use the Member mailing lists for SIG business only.

9.7 The Board may withdraw recognition of a SIG if that SIG does not demonstrate active progress or initiative in the pursuit of its objectives and purposes as approved by the Board, or fails to comply with any part of the foregoing Article 17.06. 9.8 Withdrawal of recognition of a SIG will result in the removal of administrative and financial support, if any.

9.9 Withdrawal of recognition of a SIG requires the approval of the Board of Directors.

9.10 Reinstatement of recognition of a SIG may be obtained by fulfilling the original requirements for formation or recognition.