FDSA: Bylaws

Bylaws

Updated June 3, 2008

A by-law relating generally to the conduct of the business and affairs of

FLYER DISTRIBUTION STANDARDS ASSOCIATION

(herein called the "Association")

BE IT ENACTED as a by-law of the Association as follows: That By-Law No. 1 be and the same is hereby deleted in its entirety and replaced with the following By-Law No. 2:

Article 1: INTERPRETATION

1.1. In this by-law and all other By-laws and resolutions of the Association, unless the context otherwise requires:

1.1.1. "Act" means the Associations Act, Ontario, and includes the regulations made pursuant thereto;

1.1.2. "Association" means this Association;

1.1.3. "Board" or "board" means the board of directors of the Association;

1.1.4. "By-laws" or "by-laws" means all By-laws, including special By-laws, of the Association as amended from time to time;

1.1.5. "Director" or "director" means a director of the Association;

1.1.6. "Member" means a member of the Association in good standing;

1.1.7. "Chairperson" means the member of the executive who will lead the Association.

Article 2: ASSOCIATE MEMBERSHIP

2.1 Eligibility, Obligations of Membership, and Standards of Conduct: There shall be seven classes of Associate Membership in the Association, as follows:

Media/Distributor
Retailer/Advertiser
Printer
Transportation Company
Media Manager/Agency
Association
Other

2.2 No applicant shall be admitted to membership except upon the affirmative vote of a majority of the membership committee. Membership Committee will determine classification of membership.

2.3 An Association member shall not disseminate nor permit to be disseminated on its behalf any fraudulent, inaccurate or misleading claims with respect to any aspect of its distribution in the form of advertisements, promotional material, letters or internal memoranda.

2.4 An Association member shall be responsible for the accuracy and validity of all figures, advertising or promotional material disseminated by it or on its behalf whether or not any reference, direct, indirect or implied, is made to the Association.

2.5 Should it be necessary for the Association to take any action, whether by internal procedure or by litigation or arbitration, to enforce any Bylaw, or to collect any monies due it, the member or former member against whom such action is taken shall be responsible for and shall pay to the Association all costs and expenses incurred by the Association in connection with such action, including by way of illustration and not limitation, the cost of auditor's and staff time, postage, printing, supplies and reasonable attorney's fees.

2.6 Members waive any right to assert claims for money damages against the Association for any action, negligence or breach relating to its performance or non-performance of its activities or services, except that this waiver shall not apply to damages that are determined by final adjudication to have arisen from gross misconduct on the part of the Association.

2.7 If the Association becomes subject to any claim, action or proceeding arising, in whole or in part, from failure of any member to abide by the terms of these Bylaws, then the member shall fully reimburse and indemnify the Association for all costs and expenses (including reasonable attorney's fees) incurred in the defence of the Association and for all sums paid by way of settlement, judgment or other disposition.

2.8 A member shall not make or bring any claim, suit or proceeding against the Association until after the member has exhausted all rights and remedies provided for in the Bylaws.

2.9 All actions or proceedings brought against the Association by a member shall be brought only in a court located in the same city as the principal office of the Association.

2.10 Any member who brings an action against the Association shall fully reimburse the Association for all costs and expenses (including reasonable attorneys' fees) which the Association incurs, unless the member's action is successful in establishing a right to the relief sought.

2.11 Should a member fail to pay any invoice rendered them by the Association and said invoice remains unpaid ninety days after it is rendered, services shall be suspended, and the Executive Committee shall have the authority to automatically terminate membership.

Article 3: DIRECTORS AND OFFICERS

3.1 Number of Directors: The affairs of the Association shall be directed by a board of directors consisting of a minimum of three and a maximum number of directors as determined by the Members by Special Resolution. A majority of the members of the Board shall be retail representatives.

3.2 Qualifications: No person shall be qualified for election as a director if he or she is less than eighteen years of age; if he or she is of unsound mind; if he or she is not an individual; or if he/she has the status of a bankrupt. A majority of the Directors shall be resident Canadians. Each Director shall be a member in good standing (including payment of all application fees and annual dues).

3.3 Duties and Responsibilities: The board of directors shall:

3.3.2 define the mission, goals and objectives of the Association and ensure policies and procedures are in place for the conduct of its business;

3.3.3 appoint the officers of the Association; and

3.3.4 carry out such activities and perform such other duties and responsibilities as are established by the Members, these by-laws or the Associations Act from time to time.

3.4 Election of Directors: The applicants in the Application for the Association shall be the initial directors of the Association. Additional directors shall be elected by the voting Members as required by these by-laws and the Associations Act.

3.5 Election and Term: The election of directors shall take place at the first meeting of Members and at each annual meeting of Members and all the directors then in office shall retire but, if qualified, shall be eligible for re-election. The election shall be by ordinary resolution. If an election of directors is not held at the proper time, the incumbent directors shall continue in office until their successors are elected.

3.6 Resignation: A director may resign at any time by providing a written resignation to the Chair or Vice-Chair of the Association. In addition, any director who fails to attend three consecutive meetings of the board shall be deemed to have offered to resign, and may be replaced at a subsequent meeting of directors or Members.

3.7 Vacancy: A director ceases to hold office when he or she dies; he or she is removed from office by the directors or the Members; he or she ceases to be qualified for election as a director; or his or her written resignation is sent or delivered to the Association, or if a time is specified in such resignation, at the time so specified, whichever is later. Vacancies on the board of directors, however caused, may be filled by the remaining directors, subject to confirmation or election at the next annual general meeting of Members, or may be filled by the Members at a meeting of Members duly called for that purpose.

3.8 Officers of the Board: The elected officers of the Association shall consist of a Chair, a Vice-Chair, and a Treasurer, all of whom shall serve without pay and shall hold office for a period of one year, and until the election and qualification of their successors. One person may be appointed to hold more than one office. These officers shall be elected by the Board of Directors from its members at the Annual Board Meeting immediately following the annual meeting of members.

3.9 Only Retailer/Advertiser members shall be eligible for the offices of Chair.

3.9.2 There shall be at least three officers of the Association, consisting of a Chair, a Vice-Chair and a Treasurer. In addition, the directors may appoint such other officers as it deems appropriate from time to time. One person may be appointed to hold more than one office.

3.9.3 Each Director shall hold office for a term of two (2) years, or until his or her successor has been elected. Directors may be elected for no more than two (2) consecutive full terms, after which there must be a lapse of one year before he or she is eligible for re-election; except that, upon recommendation of the Executive or any Director other than the Director whose term is expiring, and upon approval by 2/3 vote of the Board, a Director may be elected for additional successive terms. An individual who serves more than one-half of a term shall be deemed to have served for a full term for these purposes.

The terms of Directors shall be staggered so that the terms of approximately one-half of them expire each year. The Board may use any reasonable method to allocate the initial terms of Directors to establish the staggering of terms.

3.9.4 The Chair shall preside at all meetings of the directors, and shall exercise such powers and perform such duties as are vested in that office, or required of that office, by the directors, the Association by-laws or the Associations Act. During the absence or inability of the Chair, his or her duties and powers shall be exercised by the Vice-Chair.

3.9.5 Association staff shall issue notices for all meetings; keep a record of all proceedings of the directors and of the Members; be the custodian of all books, records and papers belonging to the Association; prepare and execute such reports, statements and declarations as are required by law to be made on behalf of the Association; sign such instruments as require the signature of the Executive Director; and shall make such reports and perform such duties as are incident to the office of Executive Director, or as may from time to time be required of the person in that office by the directors, the Association by-laws or the Associations Act.

3.9.6 The Treasurer shall keep, or cause to be kept, such books of account and of record as are required by law or by instructions from time to time of the directors; liaise with the Associations accountants and auditors; sign such instruments as require the signature of the Treasurer; and shall make such reports and perform such duties as are incident to the office of Treasurer, or as may from time to time be required of the person in that office by the directors, the Association by-laws or the Associations Act.

3.10 Remuneration and Expenses: Directors and officers shall serve as volunteers, and shall not be remunerated in any way for acting as directors or officers of the Association. However, the Association shall reimburse all reasonable out-of-pocket expenses of the directors and officers, including but not limited to reasonable travel expenses incurred in attending directors' meetings or acting on Association business, and the Association's costs of storing and maintaining the records of the Association.

3.11 Meetings of the Board

3.11.2 Board meetings may be held by conference call or on-line meeting.

3.11.3 There shall be a quorum of directors so long as a majority of directors are present, no less than 10, representing equal number of retail advertisers and suppliers, and all directors were given at least seven days prior written notice of the meeting in question, or consented to the abridging of time or waiving of such notice requirement.

3.11.4 All decisions of the board shall be made by simple majority vote of the directors who are present at the meeting in question, with each director having one vote. The chairperson of the meeting shall not have a second or deciding vote.

3.11.5 A written resolution presented to all directors and signed by all the directors is as valid as a resolution that is passed at a meeting of the board or a meeting of a committee of the board. A copy of every such resolution shall be kept with the minutes of the proceedings of the board or committee of the board.

3.11.6 Notice of the time and place of each meeting of the directors shall be given in the manner provided in Article 4 below to each director not less than seven days before the time when the meeting is to be held. A notice of a meeting of directors shall specify the purpose of or the business to be transacted at the meeting. A director may in any manner waive notice of or otherwise consent to a meeting of the board.

3.11.7 Notice of an adjourned meeting of the Board is not required if the time and place of the adjourned meeting is announced at the original meeting.

3.12 Canadian Majority: The Board shall not transact business at a meeting, other than filling a vacancy in the board, unless a majority of the directors present are resident Canadians, except where:

3.12.2 a majority of Canadian resident directors would have been present had that director been present at the meeting.

3.13 Disclosure: A director or officer who is a party to, or who is a director or officer of or has a material interest in any person who is a party to, a material contract or proposed material contract with the Association shall disclose the nature and extent of his or her interest at the time and in the manner provided by the Act. Any such contract or proposed contract shall be referred to the board or Members for approval even if such contract is one that in the ordinary course of the Association's business would not require approval by the board or Members, and a director interested in a contract so referred to the board shall not vote on any resolution to approve the same except as provided by the Act.

3.14 Committees: The directors may by resolution form such committees of the board as they deem necessary. Committees shall comply with any mandate or other requirements that may be imposed on them by the directors, including reporting requirements and terms of office. Committees and task forces may be disbanded at the discretion of the directors. Committees shall not have any decision making powers, but shall have the power to make recommendations to the board. A committee shall include at least one board member and such other board and non-board volunteer committee members as the board deems appropriate.

3.15 Indemnity of Directors and Officers: Every director, officer and employee of the Association, every former director or officer of the Association and every person who acts or acted at the Association's requests as a director or officer of a body corporate of which the Association is or was a Member or creditor or to which the Association provided funds, and his or her heirs and legal representatives shall, from time to time, be indemnified and saved harmless by the Association from and against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgement, reasonable incurred by him or her in respect of any civil, criminal or administrative action or proceeding to which he or she is made a part by reason of being or having been a director or officer of the Association or such Association or body corporate if:

3.15.2 in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he or she had reasonable grounds for believing that his or her conduct was lawful.

3.16 Insurance: The Association shall purchase and maintain such insurance for the benefit of its directors, officers, and employees as the board may from time to time determine.

3.17 Limitation of Liability: No director or officer or employee shall be liable for the acts, receipts, neglects or defaults of any other director or officer or employee, or for joining in any receipt or other act for conformity, or for any loss, damage or expense happening to the Association through the insufficiency or deficiency of title to any property acquired for or on behalf of the Association, or for the insufficiency or deficiency of any security in or upon which any of the monies of the Association shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious acts of any person with whom any of the monies, securities or effects of the Association shall be deposited, or for any loss occasioned by any error of judgement or oversight, on his or her part, or for any other loss, damage or misfortune whatever which shall happen in the execution of the duties of his or her office or in relation thereto, unless the same are occasioned by his or her own wilful neglect or default; provided that nothing herein shall relieve any director or officer from the duty to act in accordance with the law or form liability for any breach thereof.

Article 4: MEETINGS OF MEMBERS

4.1 Annual Meeting: An annual meeting of the Members of the Association shall be held for the reception and approval of audited financial and other reports, the election of directors, and the transaction, consideration and adoption of all such business as may properly be brought before the meeting. The Annual Meeting shall be held within six months after the close of the financial year of the Association, at such time and place in Canada as the directors may determine.

4.2 Special Meetings of Members: A special meeting of Members may be called at any time by a majority of directors, or by 25% or more of the voting Members of the Association, by providing the notice required by Article 3.5.

4.3 List of Members Entitled to Notice: Association staff shall prepare and maintain a current list of Members entitled to receive notice of a meeting of Members, arranged in alphabetical order with their last known mailing address and their arrears (if any) in application fees or annual dues. The list shall be available for examination and photocopy by any Member then in good standing during usual business hours at the registered office of the Association or at the place where the Member register is kept and at the place where any meeting of Members is held.

4.4 Meetings Without Notice: A meeting of the Members may be held without notice at any time and place permitted by the Act:

4.4.2 if the auditors and the Directors are present or waive notice of or otherwise consent to such meeting being held. At such a meeting any business may be transacted which the Association may transact at a meeting of Members.

4.5 Notice of Members Meetings: Notice of any annual or any special meeting of the Members of the Association shall be given by mailing the same, duly addressed, to each Member and the auditor of the Association (as at the close of business immediately prior to the date the notice is issued) at least thirty (30) days prior to such meeting. Such notice shall specify the date, time and place of the meeting and the business to be transacted. Non-receipt of such notice by any Member shall not invalidate the proceedings of any annual or special meeting.

4.6 Place of Meeting: Unless otherwise approved by the directors, all meetings of Members shall take place within the City of Toronto, Ontario, provided the directors may approve the holding of Members meetings at any other location within Canada from time to time as they see fit.

4.7 Chairperson of Members Meetings: The Chair shall preside at all meetings of the Members. During the absence or inability of the Chair, the Vice-Chair shall preside at all meetings of Members. During the absence of the Chair and the Vice-Chair, the Treasurer shall preside at all meetings of Members. During the absence of the Chair, Vice-Chair and Treasurer, the Members shall elect a chairperson for the meeting by simple majority vote. The chairperson of a Members meeting shall not have a second or deciding vote.

4.8 Quorum: A quorum of Members shall consist of at least one of the voting Members present in person or by proxy at a meeting of Members called in accordance with the provisions of the by-laws of the Association and the Associations Act.

4.9 Proxies: Every Member entitled to vote at a meeting of Members may appoint a proxy holder, or one or more alternate proxy holders, who need not be Members, to attend and act at the meeting in the manner and to the extent authorized and with the authority conferred by the proxy. A proxy shall be in writing executed by the Member or his or her attorney and shall conform with the requirements or the Act.

4.10 Time for Deposit of Proxies: The board may specify in a notice calling a meeting of Members a time, preceding the time of such meeting by not more than forty-eight (48) hours exclusive of non-business days, before which time proxies to be used at such meeting must be deposited. A proxy shall be acted upon only if, prior to the time so specified, it shall have been deposited with the Association or an agent thereof specified in such notice or, if no such time is specified in such notice, unless it has been received by Association staff or by the chairperson of the meeting or any adjournment thereof prior to the time of voting.

4.11 Voting at Meetings: Each voting Member present in person or by proxy at a meeting of Members and then in good standing (including payment of all application fees and annual dues) shall have one vote on each matter or issue where voting is required.

4.12 Show of Hands: Subject to the provisions of the Act, any question at a meeting of Members shall be decided by a show of hands unless a ballot thereon is required or demanded as hereinafter provided. Upon a show of hands every person who is present and entitled to vote shall have one vote. Whenever a vote by show of hands shall have been taken upon a question, unless a ballot thereon is so required or demanded, a declaration by the chairperson of the meeting that the vote upon the question has been carried or carried by a particular majority or not carried and an entry to that effect in the minutes of the meeting shall be prima facie evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against any resolution or other proceeding in respect of the said question, and the result of the vote so taken shall be the decision of the Members upon the said question.

4.13 Ballots: On any question proposed for consideration at a meeting of Members, and whether or not a show of hands has been taken thereon, any Member or proxy holder entitled to vote at the meeting may require or demand a ballot. A ballot so required or demanded shall be taken in such manner as the chairperson shall direct. A requirement or demand for a ballot may be withdrawn at any time prior to the taking of the ballot. The result of the ballot so taken shall be the decision of the Members upon the said question.

4.14 Adjournments: If a meeting of Members is adjourned for less than thirty (30) days, it shall not be necessary to give notice of the adjourned meeting, other than by announcement at the earliest meeting that is adjourned. If a meeting of Members is adjourned by one or more adjournments for an aggregate of thirty (30) days or more, notice of the adjourned meeting shall be given as for an original meeting.

4.15 Resolution in Writing: A resolution in writing signed by all of the Members entitled to vote on that resolution at a meeting of the Members is as valid as if it had been passed at a meeting of the Members.

Article 5: NOTICES

5.1 Method of Giving Notice: Any notice (which term includes any communication or document) to be given (which term includes sent, delivered or served) pursuant to the Act, the regulations there under, the By-laws or otherwise to a Member, director, officer, auditor or member of a committee of the Board shall be sufficiently given if delivered personally to the person to whom it is to be given or if delivered to his or her recorded address or if mailed to his or her at his or her recorded address by prepaid ordinary or air mail or if sent to his or her at his or her recorded address by any means of prepaid transmitted or recorded communication including but not limited to telefax or e-mail. A notice so delivered shall be deemed to have been given when it is delivered personally or to the recorded address as aforesaid; a notice so mailed shall be deemed to have been given when deposited in a post office or letter box and shall be deemed to have been received on the fifth (5th) day after so depositing; and a notice so sent by any means of transmitted or recorded communication shall be deemed to have been given when dispatched or delivered to the appropriate communication company or agency or its representative for dispatch. Association staff may change or cause to be changed the recorded address of any Member, director, officer, auditor or member of a committee of the board in accordance with any information believed by his or her to be reliable. The recorded address of a director shall be his or her latest address as shown in the records of the Association or in the most recent notice filed under the Associations Information Act, whichever is the more current.

5.2 Computation of Time: In computing the date when notice must be given under any provision requiring a specified number of days notice of any meeting or other event, the date of giving the notice shall be excluded and the date of the meeting or other event shall be included.

5.3 Undelivered Notices: If any notice given to a Member pursuant to this Article is returned on three (3) consecutive occasions because he or she cannot be found, the Association shall not be required to give any further notices to such Member until he or she informs the Association in writing of his or her new address.

5.4 Omissions and Errors: The accidental omission to give any notice to any Member, director, officer, auditor or member of a committee of the Board or the non-receipt of any notice by any such person or any error in any notice not affecting the substance thereof shall not invalidate any action taken at any meeting held pursuant to such notice or otherwise founded thereon.

5.5 Waiver of Notice: Any Member (or his or her duly appointed proxy holder), director, officer, auditor or member of a committee of the board may at any time waive any notice, or waive or abridge the time for any notice, required to be given to his or her under any provisions of the Act, the regulations there under, the By-laws or otherwise and such waiver or abridgement shall cure any default in the giving or in the time of such notice, as the case may be. Any such waiver or abridgement shall be in writing except a waiver of notice of a meeting of Members or of the Board which may be given in any manner.

Article 6: BUSINESS OF THE ASSOCIATION

6.1 Execution of Instruments: Contracts, documents or any instruments in writing, requiring the signature of the Association may be signed by any two of the Chair, the Vice-Chair, the Treasurer, and any other person as determined by the directors, and all contracts, documents and instruments in writing so signed shall be binding upon the Association without any further authorization or formality.

6.2 Banking: The bank account of the Association shall be kept in such bank or banks as the directors may from time to time determine. All cheques, acceptances, promissory notes, drafts, orders or other obligations and securities for the payment of money by the Association shall be signed by such officer or officers, or such person or persons as the directors may from time to time appoint, but bills of exchange, promissory notes or cheques or orders for the payment of money may be endorsed for deposit to the credit of the Association's bank account by any of the following: the Chair or the Vice-Chair or the Treasurer or such other person or persons as the board from time to time may appoint for that purpose. The Treasurer with the approval of the directors may make such short term investments or negotiate short term loans as are in the best interests of the Association.

6.3 Borrowing: Subject to the Letters Patent of the Association, the directors may from time to time:

6.3.2 charge, mortgage, hypothecate or pledge all or any of the real or personal property of the Association to secure any money borrowed or other debt or any other obligation of the Association; in such amounts and upon such terms as the directors deem fit.

6.4 Auditor: An auditor shall be appointed by the board of directors, who shall examine and audit all books, vouchers and accounts of the Association and all documents having reference to the finances of the Association and shall report the result of such audit to the members at the next annual meeting. Remuneration of the auditors shall be the responsibility of the Association.

6.5 Corporate Seal: Any requirement for the Association to have a seal is hereby dispensed with.

6.6 Head Office: The head office of the Association shall be in the City of Toronto, province of Ontario, or at such other place in Canada as the directors may determine from time to time.

6.7 Fiscal Year: The fiscal year of the Association shall terminate on the 31st day of December in each year.

Article 7: DISTRIBUTION OF ASSOCIATION PROPERTY UPON DISSOLUTION OF THE ASSOCIATION

7.1 Upon the completion of any winding up or dissolution of the Association, and after payment of all debts and liabilities of the Association, the remaining assets of the Association (if any) shall be distributed, disposed of or donated to a registered charity or to such registered charities as the directors of the Association shall approve by majority vote.

Article 8: AMENDMENTS TO BY-LAWS

8.1 Amendments to By-Laws: These by-laws, or any of them, may be amended, enlarged or repealed at any time in conformity with the provisions of the Associations Act, or any similar statute in force at the time. Any such amendment, enlargement or repealing to or of the by-laws of the Association must be approved by the directors and the Members by majority vote.

8.2 Proposed Amendments to By-Laws: Any Member of the Association may submit proposed amendments to the Association's by-laws in writing not less than ninety (90) days prior to the annual meeting of the Association to Association staff for consideration by the directors. The text of proposed changes to the by-laws shall be provided to Members with the next ensuing notice of meeting.

Article 9: MEMBERSHIP RESIGNATION

9.1 A member may resign at any time contemporaneous with or subsequent to their submission of a written resignation, provided such member is not indebted to the Association.

9.2 Resignation of membership shall operate as a release of all right, title, or interest in the property and assets of the Association, and to any right to have the services of the Association, and shall automatically and immediately bar such resigning member from the use of the name of the Association, any of its audit reports or its forms and insignia, and from publishing or causing to be published any statement or inference that it is still a member of the Association.

9.3 If a member resigns after the annual dues have become due and payable without having paid said annual dues, the member shall remain liable for the same.

9.4 Resignation of membership bars the resigned member's right to use of the membership certificate.

9.5 A notice announcing the resignation of a member shall be published and distributed to the members and to such other organizations as the Board of Directors may authorize.

Article 10 OFFENSES AND PENALTIES

10.1 A member found guilty of any of the offenses listed hereafter may be censured, placed on probation or expelled.

10.1.2 failing to pay dues or other indebtedness as required by the Bylaws;

10.1.3 violating any Bylaw or Rule of the Association;

10.1.4 violating any agreement made with the Association;

10.1.5 making false, fraudulent or misleading statements as to circulation, distribution or coverage;

10.1.6 dishonest, fraudulent or dishonorable conduct in dealing with the Association; or

10.1.7 any act deemed by the Board of Directors to be detrimental to the interests or the welfare of the Association.

Article 11: PUBLICITY

11.1 The Association has rights in the Association's name, trademarks and figures appearing in the Association's released publications and reports (hereinafter referred to as "the Association's Rights").

11.2 The proper and widest possible use of the Association's rights is highly desirable. The use by a member of the Association's rights implies that the Association has approved or authorized their use in the form as used. Members shall not use the Association's Rights in a manner other than as set out in these Rules and Regulations without the prior written approval of the Association.