CRMTA By-Laws

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By-laws of Certified Registered Massage Therapist Association

BY-LAWS

By-Laws relating generally to the transaction of the business and affairs of

CERTIFIED REGISTERED MASSAGE THERAPIST ASSOCIATION

IT IS ENACTED as a by-law of the Certified Registered Massage Therapist Association as follows:

ARTICLE 1 – INTERPRETATION

1.1 Definitions

In these By-laws of the Association:

(a) “Act” means the Societies Act, R.S.A. 2000, Chapter S-14 as amended from time to time, and any Statute that may be substituted therefore;

(b) “Association” or “CRMTA” mean the Certified Registered Massage Therapist Association;

(d) “By-laws” means this By-law as amended from time to time;

(e) “Director” means a member of the Board of Directors;

(f) “Massage Therapist” means a person who has graduated from a course of study in Massage Therapy approved by the Board or who has been found to be substantially equivalent and qualified to practice by this Association or by another body or association whose standards and examinations are recognized by this Association;

(g) “Massage Therapy” is the manual manipulation of soft body tissue (muscle, connective tissue, tendons and ligaments) to enhance a person’s health and well being. There are many types, methods or modalities of massage therapy.

(h) “Practice of Massage Therapy” means assessing, manipulating and treating the soft tissues of the body, in order to achieve: a therapeutic outcome, reduce stress and anxiety, relax muscles, enhance circulation, rehabilitate injuries, reduce pain, and promote overall health and wellness of the client.

1.2 Interpretation

Words and expressions defined in the Act have the same meanings when used in the By-laws. Words importing the singular number include the plural and vice versa and words importing gender include masculine, feminine and neuter genders as required by the context.

1.3 Conflict with Act

These By-laws are subject to the provisions of the Act, unless the Act otherwise specifically provides.

1.4 Headings

The headings used in the By-laws are inserted for convenience of reference only and do not affect the interpretation of the By-laws or any part thereof.

ARTICLE 2 — GOVERNANCE

2.1 Association

The CRMTA is a non-profit organization that:

(a) is created pursuant to the Act;

(b) is composed of its members, and

2.2 Association’s Role

The Association:

(a) shall carry out its activities and govern its members in a manner that protects and serves the public interest;

(b) shall provide direction to and regulate the practice of its members;

(c) shall establish, maintain and enforce standards for membership, continuing competence and standards of practice for its members;

(d) shall carry on the activities of the Association and perform other duties and functions by the exercise of the powers conferred by the Act;

(e) may establish, maintain and enforce a code of ethics for its members; and

(f) may approve programs of study, education or training for the purposes of membership requirements.

ARTICLE 3 – MEMBERSHIP

3.1 Membership Requirements

Any person residing in Alberta, who meets the criteria established by the Board of Directors for registration in any particular category of membership, and being of the full age of eighteen (18) years, may become a member by applying to the CRMTA on the forms approved by the Board of Directors upon compliance with the requirements for membership, and upon payment of any fee required.

Membership fee, if any, in the CRMTA shall be determined, from time to time, by the Board of Directors.

3.2 Application for Practicing Membership

Those persons who apply for membership in the active, associate or student categories of membership shall complete an application in the required form and provide it to the Association along with:

(a) evidence of meeting the requirements for competence in the Practice of Massage Therapy as set out in sections 3.7, 3.8 or 3.9;

(b) a current standard first aid and CPR certification from an issuing authority recognized by the Association;

(d) evidence of having the amount and type of professional liability insurance required by the Association;

(e) evidence of being a Canadian citizen or a person lawfully permitted to work in Canada or, if a student, to study in Canada;

(f) evidence of being of good character and reputation which may require providing the results of a current criminal record check when required by the Association.

3.3 Application for Non-Practicing Membership

Those persons who apply for membership in the inactive or affiliate categories of membership shall complete an application in the required form and provide it to the Association along with the membership fee, if any, required by the Association.

3.4 Withdrawal

Any member wishing to withdraw from membership may do so effective upon receipt by the CRMTA of a notice in writing to the CRMTA from the member.

3.5 Suspension

If any member is in arrears for fees or assessments for any year, such member shall be automatically suspended and shall thereafter be entitled to no membership privileges or powers in the CRMTA until reinstated.

3.6 Categories of Members

Members shall be placed into one of the following categories according to their respective eligibility:

(a) Active Member;

(b) Associate Member;

(d) Inactive Member;

(e) Affiliate Member.

3.7 Active Member

An active member is a Massage Therapist entitled to all the privileges and responsibilities of membership in the Association. In order to be eligible to be an active member a Massage Therapist shall:

(a) have successfully completed a course of study in the Practice of Massage Therapy consisting of a minimum of twenty-two hundred (2,200) hours in Massage Therapy theory and clinical practicum approved by the Board; or

(b) in the event the person is enrolled in a program of more than twenty-two hundred (2,200) hours, then they are eligible to be an active member as soon as they provide evidence of having successfully completed twenty-two hundred (2,200) hours of their program, even though they may not yet have graduated from the full program that is in excess of twenty-two hundred (2,200) hours.

3.8 Associate Member

To become an associate member of the Association the following qualifications must be met. The applicant shall:

(a) be enrolled in a Massage Therapy program of a minimum of twenty two hundred (2,200) hours that when completed will meet the requirements necessary for active membership;

(b) have completed a minimum of twelve hundred (1,200) hours of education and received a certificate of completion for that amount of training from a Massage Therapy program recognized by the Association; and

(c) only practice Massage Therapy under supervision and within their level of competence and within the scope of practice of their current level of training.

3.9 Student Member

To become a student member of the Association the following qualification must be met. The applicant shall:

(a) be enrolled in a Massage Therapy program consisting of a minimum of twenty- two hundred (2,200) hours, recognized by the Association, but has not yet met the requirements to be an associate member or active member.

(b) only practice within their level of competence and within the scope of practice of their current level of training;

3.10 Inactive Member

Any individual who is, or was, or is entitled to be, registered as an active member is eligible to be an inactive member in any membership year where they will not be providing Massage Therapy services to members of the public.

3.11 Affiliate Member

To become an affiliate member of the Association, the person will have an interest in the profession of Massage Therapy but need not be a Massage Therapist or enrolled in a Massage Therapy program. Any Canadian citizen over 18 years of age can apply for affiliate membership. The Board shall decide in their sole discretion whether or not to accept an individual as an affiliate member.

3.12 Substantial Equivalency

An applicant for membership as an active member, associate member or student member may provide evidence for eligibility as a member in the active, associate or student category of membership, as the case may be, by

(a) by being registered with a Massage Therapy organization in another jurisdiction recognized by the CRMTA as having substantially equivalent competence and practice requirements and meeting the requirements for the person to be registered with the profession in that jurisdiction, or

(b) by satisfying the membership committee of the Association as having a combination of education, experience, practice, training or other qualifications that demonstrates the competence required for membership as an active member, associate member or student member.

3.13 Rights of Membership

(a) all members have the right to receive information from the Association regarding meetings, newsletters, and other news regarding the Association.

(b) all members may attend Association seminars, workshops, forums, guest lectures and professional symposiums at CRMTA rates.

(d) only active members and Directors have the right to vote at annual meetings, general meetings and special meetings of the members.

(e) associate members, inactive members, student members and affiliate members have the right to attend annual meetings, general meetings and special meetings of the members.

(f) only active members, associate members and Directors are entitled to speak at annual meetings, general meetings and special meetings of the members;

(g) non-members may attend annual meetings, general meetings and special meetings by invitation of the Board only. Such invited members may attend and observe but may not participate in voting at such meetings. Any attendee may participate in speaking if invited to speak by the chair of the meeting.

3.14 Duties of Membership

All members shall:

(a) be familiar with and comply with the Association’s By-laws, standards of practice, code of ethics, rules and policies.

(b) pay all membership dues to the Association when due.

(c) notify the Association in writing of any change of name, address, email address or telephone number forthwith upon making any such change;

(d) notify the Association of any claims against them resulting from the provision of their services; and

(e) notify the Association of any criminal conviction against them.

3.15 Membership Fees

All membership fees shall be established by the Board annually. Membership fees are due and shall be paid on or before March 31, for the following twelve month period. Applications processed part way through a year will be eligible to be pro rated to the nearest quarter-year but members withdrawing or suspended from membership will not be entitled to receive any refund of their annual fees.

ARTICLE 4 – BOARD OF DIRECTORS

4.1 Board

The affairs of the CRMTA shall be managed by a Board of Directors which shall be a minimum of five (5) Directors and a maximum of eleven (11) Directors. The initial Board shall consist of five (5) Directors and may be increased to as many as eleven (11) Directors upon a resolution of the Board to that effect.

4.2 Vacancies on Board

The office of a Director of the CRMTA shall be vacated if the Director:

(a) becomes bankrupt or is declared insolvent;

(b) becomes of unsound mind;

(d) has been absent, without being excused by resolution of the Board, from three (3) consecutive meetings of the Board; or

(e) is removed from office by a written resolution or vote of at least seventy-five (75%) percent of the Board.

4.3 Filling A Vacancy

There shall be deemed a vacancy on the Board if there are less than the minimum of five (5) Directors (or fewer than the number of Directors the Board has resolved to have). Vacancies on the Board, however caused, may, so long as a quorum of Directors remain in office, be filled by the Board at their discretion from among the members of the CRMTA, if they see fit to do so, otherwise the vacancy shall be filled at the next annual meeting of the members; but, if there is not a quorum of Directors, the remaining Directors shall forthwith call a meeting of the members to fill the vacancy. If the number of Directors is increased between the terms, a vacancy or vacancies, to the number of the authorized increase, shall be deemed to have occurred, which may be filled in the manner provided above.

4.4 Quorum at Board Meeting

A majority of the Directors shall form a quorum for the transaction of business.

4.5 Meetings of The Board

The Board may hold its meetings at the head office of the CRMTA or at any place or places as it may, from time to time, determine. Meetings of the Board may be formally called by the president, the vice-president or by the secretary on direction of any of these officers or by any two Directors. The Board may consider or transact any business, either special or general, at any meeting of the Board.

4.6 Calling of Meeting

The secretary shall, upon request of a Director, summon a meeting of the Board. In the absence of the secretary and provided that the secretary’s duties have not been delegated to another person, any Director may summon a meeting of the Board.

4.7 Notice of Meetings

No formal notice of any such meeting is necessary if all the Directors are present, or if those absent have signified their consent to the meeting being held in their absence.

The Board may appoint a day or days in any month or months for regular meetings, at an hour to be named, and of such regular meeting no notice need be sent. A meeting of the Board may also be held, without notice, immediately following an annual general or special meeting of the CRMTA.

In all cases at other than those set out above, notice of the time and place of Board meetings shall be given to each Director not less than seventy two (72) hours before the time of the meeting. A notice of a meeting of Directors need not specify the purpose or the business to be transacted at the meeting, except where the Act requires otherwise.

4.8 Errors in Notice

No error or omission in giving the notice for a meeting of the Board shall invalidate the meeting or invalidate or make void any proceedings taken or had at the meeting and any Director may, at any time, waive notice of the meeting and may ratify and approve of any or all proceedings taken or had at the meeting.

4.9 Telecommunication

A Director may participate in a Board meeting by means of telephone or other communication facilities that permit all Directors participating in the meeting to hear each other and a Director participating in a meeting by those means is deemed to be present at the meeting.

4.10 Voting At Board Meetings

Questions arising at any meeting of the Board shall be decided by a majority of votes of the Directors present. In case of an equality of votes, the chair of the meeting shall have a second or casting vote. All votes at any such meeting shall be taken by ballot if so demanded by any Director present, but if no demand is made, the vote shall be taken in the usual way by raising hands or verbal assent or dissent. A declaration by the chair of the meeting that a resolution has been carried and an entry to that effect in the minutes shall be admissible in evidence as prima fade proof of the fact, without proof of the number or proportion of the votes recorded in favour of or against such resolution.

ARTICLE 5 – COMMITTEES

5.1 Committees

The Board may appoint ad hoc committees as it, from time to time, considers advisable. The Board shall appoint the following standing committees:

(a) Membership Committees;

(b) Competence Committee;

(d) Finance Committee.

5.2 Power of Committees

No committee shall have the power to act for or on behalf of the CRMTA or otherwise commit or bind the CRMTA to any course of action unless such power has been delegated in writing by the Board. Otherwise committees shall only have the power to make recommendations to the Board, or to the members, as the Board may, from time to time, direct.

5.3 Membership on Committees

Members of committees shall be appointed by and hold office at the pleasure of the Board.

5.4 Reports of Committees

Each committee shall submit to the Board such reports as the Board may, from time to time, request, but, in any event, each committee shall submit an annual report to the Board at such time as the Board may, from time to time, determine.

5.5 Membership Committee

The Board shall establish a Membership Committee consisting of no fewer than three (3) CRMTA members and the Board must designate a member of that committee to act as chair.

The Membership Committee shall review and determine which courses of study are sufficient to meet the requirements of active, associate and student membership. They shall also review applications for substantial equivalency to determine eligibility for the membership as active members, associate members or student members.

5.6 Competence Committee

The Board shall establish a Competence Committee consisting of no fewer than three (3) members appointed by the Board and the Board must designate a member of that committee to act as chair. The Competence Committee may make recommendations to the Board on continuing competence requirements and the assessments of those requirements and may, if authorized by the Board, provide for practice visits as part of the continuing program and conduct practice visits of active members.

5.7 Complaint Review Committee

The Board shall establish a Complaint Review Committee consisting of two (2) or more members from the active membership list and one person who is not an active member and shall designate a member of that committee to act as chair. A Complaint Review Committee may receive complaints regarding active, associate or student members, may investigate those complaints and if necessary resolve them by alternative complaints processes or conduct a hearing into a complaint.

5.8 Finance Committee

The Board shall establish a Finance Committee, chaired by the treasurer and which shall consist of the treasurer, the president and any other Director. The Finance Committee shall monitor the financial health of the Association and shall ensure that an audit or review engagement report is prepared as required by the Board.

ARTICLE 6 – OFFICERS

6.1 Officers

There shall be a president, a vice-president, a secretary, a treasurer, or in lieu of a secretary and a treasurer, a secretary-treasurer, and such other officers as the Board may determine from time to time. No person may hold more than one office (except for the offices of secretary and treasurer). All the officers shall be elected by the Board from among their number at the first meeting of the Board after each election of Directors. Officers shall hold office until their successors are elected by the Board.

6.2 Duties of President and Vice-President

The president shall, when present, preside as chair at all meetings of the members of the CRMTA and the Board. The president, subject to the authority of the Board, shall have general supervision of the affairs and business of the CRMTA. The president shall perform such other duties as may from time to time be determined by the Board. During the absence or inability of the president, the president’s duties and powers may be exercised by the vice-president, or such other Director as the Board may, from time to time, appoint for the purpose, and if the vice- president, or such other Director shall exercise any such duty or power, the absence or inability of the president shall be presumed with reference to it.

6.3 Duties of the Secretary

It shall be the duty of the secretary to attend all meetings of the CRMTA and of the Board, and to keep accurate minutes of the same. The secretary shall have charge of the seal of the CRMTA which whenever used shall be authenticated by the signature of the secretary and the president, or, in the case of the death or inability of either to act, by the vice-president. In case of the absence of the secretary, his/her duties shall be discharged by such officer as may be appointed by the Board. The secretary shall have charge of all the correspondence of the CRMTA and be under the direction of the president and the Board.

The secretary shall also keep a record of all the members of the CRMTA and their addresses, send all notices of the various meetings as required, and collect and receive the annual dues or assessments levied by the CRMTA. Such monies shall be promptly turned over to the treasurer for deposit in a Bank, Trust Company, Credit Union or Treasury Branch as required.

6.4 Duties of the Treasurer

The treasurer shall receive all monies paid to the CRMTA and be responsible for the deposit of same in whatever Bank, Trust Company, Credit Union or Treasury Branch the Board may order. The treasurer shall properly account for the funds of the CRMTA and keep such books as may be directed. The treasurer shall ensure that the disbursement of the funds of the CRMTA under the direction of the Board is properly carried out and that proper vouchers for the funds are received. The treasurer shall present a full detailed account of receipts and disbursements to the Board whenever requested and shall prepare for submission to the Annual Meeting a statement duly audited of the financial position of the CRMTA and submit a copy of same to the secretary for the records of the CRMTA.

6.5 Auditing

The books, accounts and records of the secretary and treasurer shall be audited at least once each year by a duly qualified accountant. A complete and proper statement of the standing of the books for the previous year shall be submitted by such auditor at the Annual Meeting of the CRMTA. The fiscal year of the CRMTA shall initially end on March 31 in each year, and thereafter shall end on such date as the Board may determine.

The books and records of the CRMTA may be inspected by any member of the CRMTA at the Annual Meeting or at anytime upon giving reasonable notice and arranging a time satisfactory to the officer or officers having charge of same. Each member of the Board shall at all times have access to such books and records.

6.6 Variation of Powers and Duties

The Board may from time to time vary, add to or limit the powers, authority and duties of any officer.

6.7 Removal and Discharge

The Board may remove any officer of the Association, with or without cause, at any time, unless the resolution providing for the appointment of such officer stipulates otherwise.

6.8 Term of Office

Each officer appointed by the Board shall hold office until a successor is appointed, or until his earlier resignation or removal from the Board.

ARTICLE 7 – MEETINGS OF THE MEMBERS 7.1 Annual Meetings

The CRMTA shall hold an annual meeting on or before May 31 in each year, of which notice in writing to the last known address of each member shall be delivered electronically or in the mail eight days prior to the date of the meeting. At this meeting the report of the Board, the financial statement and report of the auditors shall be presented and elections shall be held for any vacancies on the Board.

7.2 General Meetings

General meetings of the CRMTA may be called at any time by the secretary upon the instructions of the president or Board by notice in writing to the last known address of each member, delivered electronically or in the mail fourteen (14) days prior to the date of such meeting.

7.3 Special Meetings

A special meeting shall be called by the president or secretary upon receipt of a petition signed by one-half (1/2) of the members in good standing, setting forth the reasons for calling such meeting, which shall be by letter or e-mail to the last known address of each member, delivered fourteen (14) days prior to the meeting

7.4 Quorum

At least one-quarter (1/4) of the active membership in good standing shall constitute a quorum at any meeting of the members. Any meeting without quorum shall be for information purposes only and no business may be transacted at such a meeting.

7.5 Error or Omission in Notice

No error or omission in giving notice of any annual or general meeting or any adjourned meeting, whether annual, general or special, to the members of the CRMTA shall invalidate the meeting or make void any proceedings taken at it and any member may at any time waive notice of any of these meetings and may ratify any proceedings of the meeting.

7.6 Voting

Any member in the active member category who has not withdrawn from membership nor has been suspended nor expelled shall have the right to vote at any meeting of the CRMTA.

Votes at meetings of the members may be given either personally or by proxy. At every meeting at which a member is entitled to vote, every member and/or person appointed by proxy to represent one or more members and/or individual so authorized to represent a member who is present in person shall have one vote. Upon a poll, every member who is entitled to vote at the meeting and who is present in person or represented by an individual so authorized shall have one vote and every person appointed by proxy shall have one vote.

At all meetings of members every question shall be decided by a majority of the votes of the members present and voting in person and by proxy unless otherwise required by the By-laws of the CRMTA, or by law. Every question shall be decided in the first instance by a show of hands unless a poll is demanded by any member. Upon a show of hands, every member shall have one vote, and unless a poll is demanded, a declaration by the chair of the meeting that a resolution has been carried or not carried and an entry to that effect in the minutes of the CRMTA shall be admissible in evidence as prima facie proof of the fact without proof of the number or proportion of the votes accorded in favour of or against the resolution.

The demand for a poll may be withdrawn, but if a poll is demanded and not withdrawn the question shall be decided by a majority of votes given by the members present in person and by proxy, and the poll shall be taken in such manner as the chair of the meeting shall direct and the result of the poll shall be deemed the decision of the members upon the matter in question. In case of an equality of votes at any general meeting, whether upon a show of hands or at a poll, the chair of the meeting shall be entitled to a second or casting vote.

7.7 Adjournments

Any meetings of the CRMTA or of the Board may be adjourned to any time and from time to time and the business may be transacted at the adjourned meeting as might have been transacted at the original meeting from which the adjournment took place. No notice shall be required of any adjournment. The adjournment may be made in spite of no quorum being present.

ARTICLE 8 — CONTINUING COMPETENCE 8.1 Continuing Competence Program

The Board may establish a continuing competence program for its members to follow. A continuing competence program:

(a) must set out the requirements for the various categories of membership to maintain competence and to enhance the provision of Massage Therapy services; and
(b) may provide for practice visits of active members.

ARTICLE 9 — PROFESSIONAL CONDUCT

9.1 Complaint Process

A person who makes a complaint about an active member, associate member or student member must do so in writing and must sign the written complaint. The complaint can be addressed to the Association, but shall be forwarded to the chair of the Complaint Review Committee for handling.

9.2 Acting on a Complaint

Within thirty (30) days after receiving a complaint, the chair of the Complaint Review Committee must give notice to both the member and the complainant of the action taken pursuant to section 9.3 with respect to the complaint. Complaints about affiliate members or inactive members will be dealt with by the Board using their best judgment in the Board’s sole discretion and the process need not comply with the provisions of this article.

9.3 Complaint Review Committee

Upon review of a complaint, the chair of the Complaint Review Committee may:

(a) encourage the complainant and the investigated person to communicate with each other and resolve the complaint;
(b) attempt to resolve the complaint;
(c) refer the member and complainant to an alternative complaint resolution process to resolve the complaint;
(d) conduct, or appoint an investigator to conduct, an investigation into the complaint;
(e) if satisfied that the complaint is trivial or vexatious, dismiss the complaint, or
(f) if satisfied that there is insufficient or no evidence of unprofessional conduct, dismiss the complaint.

ARTICLE 10 – INVESTIGATIONS AND HEARINGS

10.1 Investigation

A person conducting an investigation shall, upon concluding the investigation, report their findings to the president of the Association.

The president, upon review of the report of the investigator shall:

(a) direct that no further action be taken if the president is of the opinion that the complaint is frivolous or vexatious or there is insufficient evidence of unskilled or unprofessional conduct; or

(b) refer the matter under investigation to a hearing before a panel of the Complaint Review Committee.

10.2 Suspension Pending Decision

The chair of the Complaint Review Committee may recommend to the president of the Association that the member be temporarily suspended from membership pending the outcome of the hearing. This temporary suspension power shall only be used in cases of allegations of serious misconduct alleging a real and potential risk of ongoing risk of harm to the public.

10.3 Hearings

All hearings by the Complaint Review Committee will be conducted pursuant to the rules of natural justice and the policies and procedures adopted by the Board.

ARTICLE 11 – GENERAL

11.1 Remuneration

Unless authorized at any meeting and after notice for same shall have been given, no officer, Director, or member of the CRMTA shall receive any remuneration for his/her services in that capacity. Notwithstanding the foregoing officers, directors and members may be employed by CRMTA and may be reimbursed for such employment.

11.2 Borrowing Powers

For the purpose of carrying out its objects, the CRMTA may borrow or raise or secure the payment of money in such manner as it thinks fit.

11.3 Execution of Documents

Licences, contracts and engagements on behalf of the CRMTA shall be signed by the president and or by any other officer or by any other persons authorized by the Board.

In spite of any provisions to the contrary contained in these By-laws of CRMTA, the Board may at any time by resolution direct the manner in which, and the person or persons by whom, any particular instrument, contract or obligations of the CRMTA may or shall be executed.

11.4 Books, Records and Reports

The Board shall see that all necessary books and records of the CRMTA required by the By- Laws of CRMTA or by any applicable statute or law are regularly and properly kept.

11.5 Banking

All cheques, bills of exchange or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the CRMTA shall be signed by the officer or officers, agent or agents of the CRMTA and in the manner as shall from time to time be determined by resolution of the Board and any one of the officers or agents may alone endorse notes and drafts for collection on account of the CRMTA through its bankers, and endorse notes and cheques for deposit with the CRMTA’s bankers for the credit of the CRMTA. Any one of the officers or agents appointed may arrange, settle, balance and certify all books and accounts between the CRMTA and the CRMTA’s bankers and may receive all paid cheques and vouchers and sign all bank forms or settlement of balances and release or verification slips.

11.6 Deposit of Securities for Safekeeping

The securities of the CRMTA shall be deposited for safekeeping with one or more banks, trust companies or other financial institutions to be selected by the Board. Any and all securities so deposited may be withdrawn, from time to time, only upon the written order of the CRMTA signed by the officer or officers, agent or agents of the CRMTA, and in the manner as shall from time to time be determined by resolution of the Board and the authority may be general or confined to specific instances. The institutions which may be selected as custodians of the CRMTA shall be fully protected in acting in accordance with the Directors of the Board and shall in no event be liable for the due application of the securities so withdrawn from deposit or the proceeds of them.

11.7 Notices

Whenever under the provisions of the By-laws of the CRMTA notice is required to be given, unless otherwise provided in this by-law, the notice may be given either personally, by mail, courier, fax or email at the last address provided and as it appears on the books of the CRMTA. A notice or other document sent by post shall be held to be deemed to be sent at the time when it was deposited in a post office or public letterbox. Any person entitled to receive any notice may waive the notice either before or after the meeting to which the notice refers.

11.8 Indemnification of Directors and Officers

All Directors or officers and their heirs, executors and administrators, and estate and effects, respectively, shall at all times, be indemnified out of the funds of the CRMTA, from:

(a) all costs whatsoever that the person incurs in any proceeding that is brought against the person for any thing whatsoever, made, done or permitted by the person in the execution of the duties of the office; and

(b) all other costs that the person incurs in or in relation to the affairs of the CRMTA, except the costs occasioned by the person’s own wilful neglect.

11.9 Amendments

These By-laws may be rescinded, altered or added to by a “Special Resolution” as defined in the Societies Act, R.S.A. 2000, c. S-14.