By-Law No. 1 Canadian Coalition for Gun Control Coalition Canadienne Pour Le Controle Des Armes (the "Corporation") CORPORATE SEAL 1. The seal, an impression whereof is stamped in the margin hereof, shall be the seal of the Corporation. CONDITIONS OF MEMBERSHIP 2. Membership in the Corporation shall be limited to persons interested in furthering the objects of the Corporation and shall consist of the applicants for incorporation and anyone whose application for admission as a member has received the approval of the board of directors of the Corporation. 3. There shall be no membership fees or dues unless otherwise directed by the board of directors. 4. Any member may withdraw from the Corporation by delivering to the Corporation a written resignation and lodging a copy of the same with the secretary of the Corporation. 5. Any member may be required to resign by a vote of three-quarters (3/4) of the members at an annual meeting provided that any such member shall be granted an opportunity to be heard at such meeting. 6. Members shall apply for admission as such by completing a membership application in such form as the board may from time to time approve or by otherwise representing to the Corporation in a manner satisfactory to the directors that they are interested in furthering the objects of the Corporation. HEAD OFFICE 7. The Head Office of the Corporation shall be in the Municipality of Metropolitan Toronto in the Province of Ontario. BOARD OF DIRECTORS 8. The property and business of the Corporation shall be managed by a board of 3-10 directors of whom a majority of the directors then in office shall constitute a quorum. Directors must be individuals, 18 years of age, with power under law to contract. Directors must be members. 9. 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. 10. At the first meeting of members, the board of directors then elected shall replace the provisional directors names in the Letters Patent of the Corporation. 11. Directors shall be elected for a term of one year by the members at an annual meeting of members. 12. The office of director shall be automatically vacated: (a) if he or she shall resign his or her office by delivering a written resignation to the secretary of the Corporation; (b) if he or she is found by a court to be of unsound mind; (c) if he or she becomes bankrupt or suspends payment or compounds with his or her creditors; (d) if at a special general meeting of members a resolution is passed by three-quarters (3/4) of the members present at the meeting that he or she be removed from office; (e) on death; or (f) if he or she ceases to be a member of the Corporation; provided that if any vacancy shall occur for any reason in this paragraph contained, the board of directors by majority vote, may, by appointment, fill the vacancy with a member of the Corporation. 13. Meetings of the board of directors may be held at any time and place to be determined by the directors provided that forty-eight (48) hours written notice of such meeting shall be given, other than by mail, to each director. Notice by mail shall be sent at least fourteen (14) days prior to the meeting. There shall be at least one (1) meeting per year of the board of directors. No error or omission in the giving of notice of any meeting of the board of directors or any adjourned meeting of the board of directors of the Corporation shall invalidate such meeting or make void any proceeding taken thereat and any director may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. Each director shall have one (1) vote. No notice is required to be given for the first meeting of directors to be held following the election of directors at the annual general meeting of the members of the Corporation in order for the meeting to be duly constituted, provided that a quorum of directors is present. Attendance of a director at a meeting of directors is a waiver of notice of the meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called. If all the directors of the Corporation consent thereto generally or in respect of a particular meeting, a director may participate in a meeting of the board or of a committee of the board by means of such conference telephone or other communications facilities as permit all persons participating in the meeting to hear each other, and any director participating in such a meeting by such means is deemed to be present at the meeting. A resolution in writing, signed by all of the directors entitled to vote on that resolution at a meeting of directors or committee of directors, is as valid as if it had been passed at a meeting of directors or committee of directors. 14. The directors shall serve as such without remuneration and no director shall directly or indirectly receive any profit from his position as such; provided that a director may be reimbursed reasonable expenses incurred by him or her in the performance of his or her duties. Nothing herein contained shall be construed to preclude any director from serving the Corporation as an officer or in any other capacity and receiving compensation therefor. 15. A retiring director shall remain in office until the dissolution or adjournment of the meeting at which his or her retirement is accepted and his or her successor is elected. 16. The board of directors may appoint such agents and engage such employees as it shall deem necessary from time to time and such persons shall have such authority and shall perform such duties as shall be prescribed by the board of directors at the time of such appointment. 17. Reasonable remuneration for all officers, agents, employees and committee members may be fixed by the board of directors by resolution. Such resolution shall have force and effect only until the next meeting of members when such resolution shall be confirmed by resolution of the members and, in the absence of such confirmation by the members, the remuneration to such officers, agents, employees or committee members shall cease to be payable from the date of such meeting of members. IMMENITIES TO DIRECTORS AND OTHERS 18. Every director or officer of the Corporation or other person who has undertaken or is about to undertake any liability on behalf of the Corporation or any corporation controlled by it and their heirs, executors and administrators, and estate and effects, respectively, shall from time to time and at all times, be indemnified and saved harmless out of the funds of the Corporation, from and against; (a) all costs, charges and expenses which such director, officer or other person sustains or incurs in or about any action, suit or proceedings which is brought, commenced or prosecuted against him, or in respect of any act, deed, matter or thing whatsoever, made, done or permitted by him or her, in or about the execution of the duties of his or her office or in respect of any such liability; (b) all other costs, charges and expenses which he sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his or her own wilful neglect or default. POWERS OF DIRECTORS 19. The board of directors of the Corporation may administer the affairs of the Corporation in all things and make or cause to be made for the Corporation, in its name, any kind of contract which the Corporation may lawfully enter into and, save as hereinafter provided, generally, may exercise all such other powers and do all such other acts and things as the Corporation is by its charter or otherwise authorized to exercise and do. 20. The board of directors shall have the power to authorize expenditures on behalf of the Corporation from time to time and may delegate by resolution to an officer or officers of the Corporation the right to employ and pay salaries to employees. The board of directors shall have the power to enter into a trust arrangement with a trust company for the purpose of creating a trust fund in which the capital and interest may be made available for the benefit of promoting the interests of the Corporation in accordance with such terms as the board of directors may prescribe. 21. The board of directors shall take any such steps as it may deem requisite to enable the Corporation to acquire, accept, solicit or receive legacies, gifts, grants, settlements, bequests, endowments and donations of any kind whatsoever for the purpose of furthering the objects of the Corporation. OFFICERS 22. The officers of the Corporation shall be a president and a secretary and any such other officers as the board of directors may from time to time determine. Any two or more offices may be held by the same person. Except for the chairman of the board, if elected, and the president, officers need not be directors or members. 23. The president shall be elected at an annual meeting of the members. Officers other than the president of the Corporation shall be appointed by resolution of the board of directors at the first meeting of the board of directors following the annual meeting of members in which the directors are elected. 24. The officers of the Corporation shall hold office for one year from the date of appointment or election or until their successors are elected or appointed in their stead. Officers shall be subject to removal by resolution of the board of directors at any time. DUTIES OF OFFICERS 25. The chairman of the board, if appointed, shall preside at all meetings of the board of directors and of the members and shall have such other responsibilities as the board of directors shall from time to time prescribe. 26. The president shall be the chief executive officer of the Corporation. In the absence of the chairman of the board, he or she shall preside at all meetings of the board of directors and of the members of the Corporation. He or she shall have responsibility for the general and active management of the affairs of the Corporation. He or she shall see that all orders and resolutions of the board of directors are carried into effect. 27. The vice-president, if any, shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties as shall from time to time be imposed upon him or her by the board of directors. 28. The treasurer, if any, shall have responsibility for the custody of the funds and securities of the Corporation and shall keep full and accurate accounts of all assets, liabilities, receipts and disbursements of the Corporation in the books belonging to the Corporation and shall deposit all monies, securities and other valuable effects in the name and to the credit of the Corporation in such chartered bank or trust company, or, in the case of securities, in such registered dealer in securities as may be designated by the board of directors from time to time. He or she shall disburse the funds of the Corporation as may be directed by proper authority taking proper vouchers for such disbursements, and shall render to the president and directors at the regular meeting of the board of directors, or whenever they may require it, an accounting of all the transactions and a statement of the financial position of the Corporation. He or she shall also perform such other duties as may, from time to time, be directed by the board of directors. 29. The secretary may be empowered by the board of directors, by resolution, to carry on the affairs of the Corporation generally under the supervision of the officers thereof and may attend all meetings and act as clerk thereof and record all votes and minutes of all proceedings in the books to be kept for that purpose. He or she shall give, or cause to be given, notice of all meetings of the members and of the board of directors and shall perform such other duties as may be prescribed by the board of directors, or the president, under whose supervision he or she shall be. He or she shall have responsibility for the custody of the seal of the Corporation. 30. The duties of all other officers of the Corporation shall be such as the terms of their engagement call for or the board of directors requires of them. EXECUTION OF DOCUMENTS 31. Contracts, documents or any instruments in writing requiring execution by the Corporation, shall be signed by any two officers thereof and all contracts, documents and instruments in writing so signed shall be binding upon the Corporation without any further authorization or formality. The directors shall have the power from time to time by resolution to appoint an officer or officers to sign specific contracts, documents and instruments in writing on behalf of the Corporation. The directors may give the Corporation's power of attorney to any registered dealer in securities for the purposes of transferring and dealing with any stocks, bonds, and other securities of the Corporation. When required, the seal of the Corporation may be affixed to contracts, documents and instruments in writing signed as aforesaid or by any officer or officers appointed by resolution of the board of directors. MEETINGS 32. An annual meeting of the members of the Corporation shall be held at some date not later than eighteen (18) months after incorporation and subsequently at least once in each calendar year but not more than fifteen (15) months after the holding of the last preceding annual meeting. 33. The annual or any other general meeting of the members shall be held at the head office of the Corporation or at any place in Canada as the board of directors may determine and on such day as the directors shall appoint. 34. At every annual meeting, in addition to any other business that may be transacted, the report of the directors and the financial statements and the report of the auditors thereon for the year 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 the 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 ten per cent (10%) of the voting rights. Two (2) members present in person at a meeting thereof shall constitute a quorum. 35. Fourteen (14) days' written notice of any annual or special general meeting of members shall be given to each member entitled to vote thereat. Notice of any meeting at which special business will be transacted shall contain sufficient information to permit the member to form a reasoned judgment on the decision to be taken. Notice of each meeting of members shall state that the member 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 proxyholder to attend and act at a specific meeting for members in the manner of and to the extent authorized by the proxy. A proxyholder must be a member of the Corporation. 36. No error or omission in the giving of notice of any annual or special general meeting of the members of the Corporation or any adjourned meeting thereof shall invalidate such meeting or make void any proceedings taken thereat and any member may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. For 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 or her last address recorded on the books of the Corporation. EXECUTIVE COMMITTEES 37. The minutes of meetings of the board of directors or of the executive committee shall not be available to the general membership of the Corporation but shall be available to the board of directors, each of whom shall receive a copy of such minutes. VOTING OF MEMBERS 38. At all meetings of the Corporation every question shall be determined by a majority of votes unless otherwise specifically provided by statute or by-law. In the case of an equality of votes, the Chairman of the meeting shall have the second or casting vote. FINANCIAL YEAR 39. The fiscal year of members of the Corporation shall end on such date as may be determined from time to time by the board of directors. COMMITTEES 40. The board of directors may appoint committees whose members will hold office at the will of the board of directors and whose powers and duties shall be prescribed by the board of directors. AMENDMENT OF BY-LAWS 41. The by-laws of the Corporation not embodied in the letters patent may be repealed or amended by by-law enacted by a majority of the directors at a meeting of the board of directors and sanctioned by an affirmative vote of at least two-thirds (2/3) of the members at a meeting thereof duly called for the purpose of considering the said by-law, provided that the repeal or amendment of any such by-law shall not be enforced or acted upon until the approval of the Minister of Consumer and Corporate Affairs has been obtained. AUDITORS 42. At each annual meeting the members shall appoint an auditor or auditors to audit the accounts of the Corporation for report to the members at the next annual meeting. The auditors shall hold office until the close of the next annual meeting and, if an appointment is not so made, the auditor or auditors in office shall continue in office until a successor is appointed. The directors may fill any casual vacancy in the office of auditor. The remuneration of the auditor shall be fixed by the board of directors. BOOKS AND RECORDS 43. The directors shall see that all necessary books and records of the Corporation required by the by-laws of the Corporation or by any applicable statute or law are regularly and properly kept. SUPPORTERS 44. In addition to the members of the Corporation, the board of directors may permit such persons as it deems advisable from time to time to be Supporters of the Corporation. There shall be two classes of Supporters of the Corporation to be known as Individual Supporters and Group Supporters. The board may designate such other classes of Supporters as it deems advisable from time to time. Supporters of the Corporation shall be limited to persons interested in furthering the objects of the Corporation and shall consist of anyone whose application as a Supporter has received the approval of the board of directors of the Corporation. Supporters shall not be entitled to attend, to be heard or to vote at any meeting of members of the Corporation but shall be entitled to receive such financial and other information as the directors shall, in their discretion, determine from time to time. RULES AND REGULATIONS 45. The board of directors may prescribe such rules and regulations not inconsistent with the by-laws relating to the management and operation of the Corporation as they deem expedient, provided that such rules and regulations shall have force and effect only until the next annual meeting of the members of the Corporation when they shall be confirmed and failing such confirmation they shall cease to have any force and effect. INTERPRETATION 46. In these by-laws and in all other by-laws of the Corporation hereafter passed, unless the context otherwise requires, words importing the singular number shall include the plural, words importing the masculine gender shall include the feminine and vice