In the interpretation of this by-law, words in the singular include the plural and vice-versa, words in one gender include all genders, and "person" includes an individual, body corporate, partnership, trust and unincorporated organization.

Other than as specified above, words and expressions defined in the Act have the same meanings when used in these by-laws.

The Corporation may have a corporate seal in the form approved from time to time by the board. If a corporate seal is approved by the board, the secretary of the Corporation shall be the custodian of the corporate seal.

Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring execution by the Corporation may be signed by any two (2) of its officers or directors. In addition, the board may from time to time direct the manner in which and the person or persons by whom a particular document or type of document shall be executed. Any person authorized to sign any document may affix the corporate seal (if any) to the document. Any signing officer may certify a copy of any instrument, resolution, by-law or other document of the Corporation to be a true copy thereof.

The financial year end of the Corporation shall be determined by the board of directors.

The banking business of the Corporation shall be transacted at such bank, trust company or other firm or corporation carrying on a banking business in Canada or elsewhere as the board of directors may designate, appoint or authorize from time to time by resolution. The banking business or any part of it shall be transacted by an officer or officers of the Corporation and/or other persons as the board of directors may by resolution from time to time designate, direct or authorize.

Only if authorized by a by-law which is duly adopted by the directors and confirmed by ordinary resolution of the members, the directors of the corporation may from time to time:

• a. in respect of a single transaction of $25,000 or more or cumulative transactions of $100,000 or more (i) make expenditures or incur financial obligations on behalf of the Corporation (ii) borrow money on the credit of the corporation (iii) issue, reissue, sell, pledge or hypothecate debt obligations of the corporation; and (iv) mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the corporation, owned or subsequently acquired, to secure any debt obligation of the corporation
• b. purchase or lease any real property or sell or terminate the lease of any real property;
• c. may raise funds, for a major project for expansion of its activities or operations for enhancing its religious, educational or community services, by a reciprocal fundraising agreement through or for another registered charitable organization in Canada;
• d. suspend or cease any for any period in excess of one (1) month any major regular activities of the Corporation such as prayer services or religious educational programs, issue, reissue, sell, pledge or hypothecate debt obligations of the corporation; and
• e. Any such by-law may provide for the delegation of such powers by the directors to such officers or directors of the corporation to such extent and in such manner as may be set out in the by-law.

Nothing herein limits or restricts the borrowing of money by the corporation on bills of exchange or promissory notes made, drawn, accepted or endorsed by or on behalf of the corporation for amounts less than stated above.

The Corporation may, instead of sending copies of the annual financial statements and other documents referred to in subsection 172(1) (Annual Financial Statements) of the Act to the members, publish a notice to its members stating that the annual financial statements and documents provided in subsection 172(1) are available at the registered office of the Corporation and any member may, on request, obtain a copy free of charge at the registered office or by prepaid mail.

Subject to the articles, there shall be one class of members in the Corporation. Membership in the Corporation shall be available subject to the following terms and conditions:

• a. Membership is open to every adult Sunni Muslim of age 18 years and over who regularly attends (e.g. minimum twice per week) the Corporation’s managed or established place of worship, a prayer space or mosque (Musalla or Masjid) for religious observance and services, and subscribes to the declaration of faith that “There is no deity but Allah and Muhammad is the last and final Messenger of Allah” and who has been a resident of Vaughan, for at least one year, at the time of application, and has no criminal record.
• b. Every applicant for membership shall complete an application for membership in a form established by the Board of Directors from time to time, declaring his or her qualification for membership based on the foregoing and should be recognized by the community as an active community member engaged with corporation’s activities, agree to follow the by-laws of the Corporation, and shall actively participate and support the objectives and vision of the Corporation.
• c. Every member shall be entitled to a single vote at the general body meetings of members.
• d. Membership fees: $250 per person per year, payable at the time of this application and on January 1 of every calendar year thereafter. This fee may be revised from time to time by the Board of Directors of the Corporation at their discretion acting in the best interests of the Corporation. Any member or potential member may be solicited by the Board for moral and some voluntary and monetary support to help ISV achieve its goals and objectives.
• e. Every membership is subject to acceptance by the Board through a resolution or in such a manner as may be determined by the Board.

Each member shall be entitled to receive notice of, attend and vote at all meetings of the members of the Corporation.

Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendments to this section of the by-laws if those amendments affect membership rights and/or conditions described in paragraphs 197(1)(e), (h), (l) or (m).

A membership may only be transferred to the Corporation. Pursuant to Section 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to add, change or delete this section of the by-laws.

Notice of the time and place of a meeting of members shall be given to each member entitled to vote at the meeting by the following means:

• a. by mail, courier or personal delivery to each member entitled to vote at the meeting, during a period of 14 to 21 days before the day on which the meeting is to be held; or
• b. by telephonic, electronic or other communication facility to each member entitled to vote at the meeting, during a period of 14 to 21 days before the day on which the meeting is to be held.

Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the members is required to make any amendment to the by-laws of the Corporation to change the manner of giving notice to members entitled to vote at a meeting of members.

The board of directors shall call a special meeting of members in accordance with Section 167 of the Act, on written requisition of members carrying not less than 5% of the voting rights. If the directors do not call a meeting within twenty-one (21) days of receiving the requisition, any member who signed the requisition may call the meeting.

Members shall be notified in writing of the membership dues at any time payable by them and, if any are not paid within one (1) calendar month of the membership renewal date the members in default shall automatically cease to be members of the Corporation.

A membership in the Corporation is terminated when:

• a. the member dies, or, in the case of a member that is a corporation, the corporation is dissolved;
• b. a member fails to maintain any qualifications for membership described in the section on membership conditions of these by-laws, or has been charged with a criminal offense under the Criminal Code of Canada;
• c. the member resigns by delivering a written resignation to the chair of the board of the Corporation in which case such resignation shall be effective on the date specified in the resignation;
• d. the member is expelled in accordance with any discipline of members section or is otherwise terminated in accordance with the articles or by-laws;
• e. the member's term of membership expires; or
• f. the Corporation is liquidated or dissolved under the Act.

Subject to the articles, upon any termination of membership, the rights of the member, including any rights in the property of the Corporation, automatically cease to exist.

The board shall have authority to suspend or expel any member from the Corporation for any one or more of the following grounds:

• a. violating any provision of the articles, by-laws, or written policies of the Corporation, or fails to attend 2 or more consecutive annual or special meetings of the Corporation;
• b. carrying out any conduct which may be detrimental to the Corporation as determined by the board in its sole discretion;
• c. for any other reason that the board in its sole and absolute discretion considers to be reasonable, having regard to the purpose of the Corporation.

In the event that the board determines that a member should be expelled or suspended from membership in the Corporation, the president, or such other officer as may be designated by the board, shall provide twenty (20) days’notice of suspension or expulsion to the member and shall provide reasons for the proposed suspension or expulsion. The member may make written submissions to the president, or such other officer as may be designated by the board, in response to the notice received within such twenty (20) day period. In the event that no written submissions are received by the president, the president, or such other officer as may be designated by the board, may proceed to notify the member that the member is suspended or expelled from membership in the Corporation. If written submissions are received in accordance with this section, the board will consider such submissions in arriving at a final decision and shall notify the member concerning such final decision within a further twenty (20) days from the date of receipt of the submissions. The board's decision shall be final and binding on the member, without any further right of appeal.

Subject to the Regulations under the Act, any proposal may include nominations for the election of directors if the proposal is signed by not less than 5% of members entitled to vote at the meeting at which the proposal is to be presented.

The member who submitted the proposal shall pay the cost of including the proposal and any statement in the notice of meeting at which the proposal is to be presented unless otherwise provided by ordinary resolution of the members present at the meeting.

Subject to compliance with section 159 (Place of Members' Meetings) of the Act, meetings of the members may be held at any place within Canada determined by the board or, if all of the members entitled to vote at such meeting so agree, outside Canada.

Members, non-members, directors and the public accountant of the Corporation are entitled to be present at a meeting of members. However, only those members entitled to vote at the members' meeting according to the provisions of the Act, articles and by-laws are entitled to cast a vote at the meeting.

The roles of chair and vice chair for the board and members shall be meeting according to article 34 of this bylaw. In the event that the chair of the board and the vice-chair of the board is absent, the members who are present and entitled to vote at the meeting shall choose one of their number to chair the meeting.

A quorum at any meeting of the members (unless a greater number of members are required to be present by the Act) shall be a majority of the members entitled to vote at the meeting. If a quorum is present at the opening of a meeting of members, the members present may proceed with the business of the meeting even if a quorum is not present throughout the meeting.

At any meeting of members every question shall, unless otherwise provided by the articles or by-laws or by the Act, be determined by a majority of the votes cast on the questions. In case of an equality of votes either on a show of hands or on a ballot or on the results of electronic voting, the chair of the meeting in addition to an original vote shall have a second or casting vote.

If the Corporation chooses to make available a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during a meeting of members, any person entitled to attend such meeting may participate in the meeting by means of such telephonic, electronic or other communication facility in the manner provided by the Act. A person participating in a meeting by such means is deemed to be present at the meeting. Notwithstanding any other provision of this by-law, any person participating in a meeting of members pursuant to this section who is entitled to vote at that meeting may vote, in accordance with the Act, by means of any telephonic, electronic or other communication facility that the Corporation has made available for that purpose.

Meetings of members may not be held entirely by telephonic, an electronic or other communication facility.

The board shall consist of the number of directors specified in the articles. If the articles provide for a minimum and maximum number of directors, the board shall be comprised of the fixed number of directors as determined from time to time by the members by ordinary resolution or, if the ordinary resolution empowers the directors to determine the number, by resolution of the board. In the case of a soliciting corporation the minimum number of directors may not be fewer than three (3), at least two of whom are not officers or employees of the Corporation or its affiliates. Directors and candidates for the position of Director must be members of the Corporation in good standing and have demonstrated regular and frequent attendance (e.g. once per day) at the Corporation’s established or managed place of worship, a prayer space or mosque (Musalla or Masjid) for religious observance and services. No more than 50% of the Board members may be related persons, as that term is defined in the Income Tax Act (Canada), as amended, and in no event shall there be more than two family members on the Board of Directors at any one time. “Family members” shall be d father, son, brother, grandson, grandfather and members of the respective opposite (female) gender.

At the first election of Directors following the approval of this by-law, all the directors shall be elected for a two-year term. Thereafter, except where an election is held to fill the unexpired portion of a term, newly elected directors shall be elected for the unexpired portion of the two-year term of the vacancy. No individual shall be elected, re-elected or otherwise permitted to continue as director for a term exceeding 4 consecutive years without an interruption of at least 2 consecutive years.

A Director's term ends when he or she: No longer meets the requirements for membership, or is suspended or expelled from membership, dies, resigns, is removed from office, is declared to be incapable by a court, becomes a bankrupt, or has his or her term of office expire (refer to subsections 126(1) and 129(1), and section 130 of the Act).

Members may remove a director they had previously elected with the approval of a majority of members attending and voting to do so at a meeting of members called for the purpose of removing the director. At that meeting, the members may elect another director to fill the vacancy created by the removal (refer to subsections 130(1), (2) and (3) of the Act). If such a meeting is called to remove or replace a director, that director may submit to the Corporation a written statement giving reasons for opposing his or her removal or replacement as a director. The Corporation shall give notice of this statement to the members and shall also file a copy of the statement with Corporations Canada (refer to section 131 of the NFP Act).

If a vacancy occurs on the board of directors, the remaining directors may continue to exercise all the powers of directors as long as the number of remaining elected directors constitutes a quorum pursuant to these by-laws.

Meetings of the board may be called by the chair of the board, the vice-chair of the board or any two (2) directors at any time; provided that for the first organization meeting following incorporation, such meeting may be called by any director or incorporator. If the Corporation has only one director, that director may call and constitute a meeting.

Notice of the time and place for holding of a meeting of the board shall be given to every director of the Corporation not less than three (3) days before the time when the meeting is to be held by either personal delivery or by electronic mail.

The board may appoint a day or days in any month or months for regular meetings of the board at a place and hour to be named. A copy of any resolution of the board fixing the place and time of such regular meetings of the board shall be sent to each director forthwith after being passed, but no other notice shall be required for any such regular meeting except if subsection 136(3) (Notice of Meeting) of the Act requires the purpose thereof or the business to be transacted to be specified in the notice.

Subject to the Act or the Articles, the greater of: (a) 3 directors; or (b) 60% of the directors then in office; shall constitute a quorum at any meeting of directors, and despite any vacancy among the directors, a quorum of directors may exercise all the powers of the directors. At all meetings of the board, every question shall be decided by a majority of the votes cast on the question. In case of an equality of votes, the chair of the meeting in addition to an original vote shall have a second or casting vote.

The board may from time to time appoint any committee or other advisory body, as it deems necessary or appropriate for such purposes and, subject to the Act, with such powers as the board shall see fit. Any such committee may formulate its own rules of procedure, subject to such regulations or directions as the board may from time to time make. Any committee member may be removed by resolution of the board of directors.

The board may designate the offices of the Corporation, appoint officers on an annual or more frequent basis, specify their duties and, subject to the Act, delegate to such officers the power to manage the affairs of the Corporation. A director may be appointed to any office of the Corporation. An officer may, but need not be, a director unless these by-laws otherwise provide. Two or more offices may be held by the same person.

Unless otherwise specified by the board (which may, subject to the Act modify, restrict or supplement such duties and powers), the offices of the Corporation, if designated and if officers are appointed, shall have the following duties and powers associated with their positions:

• a. Chair of the Board – The chair of the board, if one is to be appointed, shall be a director. The chair of the board, if any, shall, when present, preside at all meetings of the board of directors and of the members. A director, if appointed as president, shall act as chair of the board and the chair shall have such other duties and powers as the board may specify.
• b. Vice-Chair of the Board – The vice-chair of the board, if one is to be appointed, shall be a director. If the chair of the board is absent or is unable or refuses to act, the vice-chair of the board, if any, shall, when present, preside at all meetings of the board of directors and of the members. A director, if appointed as vice president, shall act as vice chair of the board and the vice-chair shall have such other duties and powers as the board may specify.
• c. President – If appointed, the president shall be the chief executive officer of the Corporation and shall be responsible for implementing the strategic plans and policies of the Corporation. The president shall, subject to the authority of the board, have general supervision of the affairs of the Corporation.
• d. Vice President – If appointed, the vice president shall assist the president in supervision of all affairs of the Corporation. In case of absence, inability of the president, shall assume the role and responsibilities of the president.
• e. Secretary – If appointed, the secretary shall attend and be the secretary of all meetings of the board, members and committees of the board. The secretary shall enter or cause to be entered in the Corporation's minute book, minutes of all proceedings at such meetings; the secretary shall give, or cause to be given, as and when instructed, notices to members, directors, the public accountant and members of committees; the secretary shall be the custodian of all books, papers, records, documents and other instruments belonging to the Corporation.
• f. Treasurer – If appointed, the treasurer shall have such powers and duties as the board may specify.
• g. Roles and responsibilities of the Corporate officers are as stated below in Appendix 1 of these bylaws.

In the absence of a written agreement to the contrary, the board may remove, whether for cause or without cause, any officer of the Corporation. Unless so removed, an officer shall hold office until the earlier of:

• a. the officer's successor being appointed,
• b. the officer's resignation,
• c. such officer ceasing to be a director (if a necessary qualification of appointment) or
• d. such officer's death.

If the office of any officer of the Corporation shall be or become vacant, the directors may, by resolution, appoint a person to fill such vacancy.

Any notice (which term includes any communication or document), other than notice of a meeting of members or a meeting of the board of directors, to be given (which term includes sent, delivered or served) pursuant to the Act, the articles, the by-laws or otherwise to a member, director, officer or member of a committee of the board or to the public accountant shall be sufficiently given:

• a. if delivered personally to the person to whom it is to be given or if delivered to such person's address as shown in the records of the Corporation or in the case of notice to a director to the latest address as shown in the last notice that was sent by the Corporation in accordance with section 128 (Notice of directors) or 134 (Notice of change of directors);
• b. if mailed to such person at such person's recorded address by prepaid ordinary or air mail;
• c. if sent to such person by telephonic, electronic or other communication facility at such person's recorded address for that purpose; or
• d. if provided in the form of an electronic document in accordance with Part 17 of the Act.

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 public letter box; 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. The secretary may change or cause to be changed the recorded address of any member, director, officer, public accountant or member of a committee of the board in accordance with any information believed by the secretary to be reliable. The declaration by the secretary that notice has been given pursuant to this by-law shall be sufficient and conclusive evidence of the giving of such notice. The signature of any director or officer of the Corporation to any notice or other document to be given by the Corporation may be written, stamped, type-written or printed or partly written, stamped, type-written or printed.

The invalidity or unenforceability of any provision of this by-law shall not affect the validity or enforceability of the remaining provisions of this by-law.

The accidental omission to give any notice to any member, director, officer, member of a committee of the board or public accountant, or the non-receipt of any notice by any such person where the Corporation has provided notice in accordance with the by-laws or any error in any notice not affecting its substance shall not invalidate any action taken at any meeting to which the notice pertained or otherwise founded on such notice.

Disputes or controversies among members, directors, officers, committee members, or volunteers of the Corporation are as much as possible to be resolved in accordance with mediation and/or arbitration as provided in the section on dispute resolution mechanism of this by-law.

In the event that a dispute or controversy among members, directors, officers, committee members or volunteers of the Corporation arising out of or related to the articles or by-laws, or out of any aspect of the operations of the Corporation is not resolved in private meetings between the parties then without prejudice to or in any other way derogating from the rights of the members, directors, officers, committee members, employees or volunteers of the Corporation as set out in the articles, by-laws or the Act, and as an alternative to such person instituting a law suit or legal action, such dispute or controversy shall be settled by a process of dispute resolution as follows:

• a. The dispute or controversy shall first be submitted to a panel of mediators whereby the one party appoints one mediator, the other party (or if applicable the board of the Corporation) appoints one mediator, and the two mediators so appointed jointly appoint a third mediator. The three mediators will then meet with the parties in question in an attempt to mediate a resolution between the parties.
• b. The number of mediators may be reduced from three to one or two upon agreement of the parties.
• c. If the parties are not successful in resolving the dispute through mediation, then the parties agree that the dispute shall be settled by arbitration before a single arbitrator, who shall not be any one of the mediators referred to above, in accordance with the provincial or territorial legislation governing domestic arbitrations in force in the province or territory where the registered office of the Corporation is situated or as otherwise agreed upon by the parties to the dispute. The parties agree that all proceedings relating to arbitration shall be kept confidential and there shall be no disclosure of any kind. The decision of the arbitrator shall be final and binding and shall not be subject to appeal on a question of fact, law or mixed fact and law.

All costs of the mediators appointed in accordance with this section shall be borne equally by the parties to the dispute or the controversy. All costs of the arbitrators appointed in accordance with this section shall be borne by such parties as may be determined by the arbitrators.

Subject to the articles, the board of directors may not make, amend or repeal any by-laws that regulate the activities or affairs of the Corporation without having the by-law, amendment or repeal confirmed by the members by special resolution. The by-law, amendment or repeal is only effective on the confirmation of the members and in the form in which it was confirmed.