Founding Charter

CORPORATE SEAL

1. The seal, an impression whereof is stamped in the margin hereof, shall be the seal of the corporation.

HEAD OFFICE

2. Until changed in accordance with the Act, the Head Office of the Corporation shall be in the City of Ottawa, in the Province of Ontario.

CONDITIONS OF MEMBERSHIP

3. Membership in the corporation shall be limited to persons interested in furthering the objects of the corporation and shall consist of all members in good standing with the Ottawa-Gatineau Bulgarian Society and anyone whose application for admission as a member has received the approval of the board of directors of the corporation.

4. There shall be no membership fees or dues unless otherwise directed by the board of directors.

5. Any members 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.

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

MEMBERS’ MEETINGS

7. The annual or any other general meeting of the members shall be held within 30 days after the end of the corporation’s fiscal year, in the city where the head office of the corporation is situated.

8. 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 auditors appointed for the ensuing year. The members may consider and transact any business either special or general at any meeting of the members. The board of directors or the president or vice-president shall have power to call, at any time, a general meeting of the members of the corporation. The board of directors shall call a special general meeting of members on written requisition of members carrying not less than 5% of the voting rights. Five (5) members present in person at a meeting will constitute a quorum.

9. Fourteen (14) days’ written notice shall be given to each voting member of any annual or special general meeting of members 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 9ecision to be taken. Notice of each meeting of members must remind the member if he has the right to vote by proxy.

Each voting member present at a meeting shall have the right to exercise one vote. A member may, by means of a written proxy, appoint a proxy holder to attend and act at a specific meeting of members, in the manner and to the extent authorized by the proxy. A proxy holder must be a member of the corporation.

10. A majority of the votes cast by the members present and carrying voting rights shall determine the questions in meetings except where the vote or consent of a greater number of members is required by the Act ofthese By-laws.

11. 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 ratify, approve and confirm any or all proceedings taken or had thereat. For purpose of sending notice to any member, director or officer for any meeting or otherwise, the address of the member, director or officer shall be his last address recorded on the books of the corporation.

BOARD OF DIRECTORS

12. The property and business of the corporation shall be managed by a board of directors, comprised of a minimum of five directors. The number of directors shall be determined from time to time by a majority of the directors at a meeting of the board of directors and sanctioned by an affirmative vote of at least 3 of the members at a meeting duly called for the purpose of determining the number of directors to be elected to the board of directors. Directors must be individuals, 18 years of age, with power under law to contract. Directors need not be members.

13. The applicants for incorporation shall become the first directors of the corporation whose term of office on the board of directors shall continue until their successors are elected.

At the first meeting of members, the board of directors then elected shall replace the provisional directors named in the Letters Patent of the corporation.

14. Directors shall be elected for a term of 2 years by the members at an annual meeting of members.

15. The office of director shall be automatically vacated:

a. if at a special general meeting of members, a resolution is passed by 75% of the members present at the meeting that he be removed from office;

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

c. if he is found by a court to be of unsound mind;

d. if he becomes bankrupt or suspends payment or compounds with his creditors