BY-LAWS FOR MARKETING BOARDS

1. The head office of a marketing board shall be in such place in Ontario as the board determines by by-law. O. Reg. 209/99, s. 1. 2. A marketing board may have a corporate seal but, for greater certainty, is not required to have one. O. Reg. 123/25, s. 1. 3. (1) A marketing board’s fiscal year ends on the date established by the board. O. Reg. 209/99, s. 3 (1). (2) The board shall inform the Commission of its fiscal year end. O. Reg. 209/99, s. 3 (2). 4. (1) A member of a marketing board shall take office immediately following the adjournment of the annual meeting of producers and shall hold office until their successor takes office. O. Reg. 335/08, s. 1; O. Reg. 123/25, s. 2 (1). (2) A board shall by by-law specify the period of time within which its first meeting is to be held after the members take office under subsection (1). O. Reg. 209/99, s. 4 (2). (3) At the first meeting, the board shall elect from its members a chair and a vice-chair who shall hold office until their successors are elected. O. Reg. 209/99, s. 4 (3). (4) The chair shall preside at all meetings of the board at which the chair is present, but if the chair is absent or otherwise unable to act, the vice-chair shall preside at the meeting and may, for that purpose, exercise the powers and perform the duties of the chair. O. Reg. 209/99, s. 4 (4); O. Reg. 123/25, s. 2 (2). (5) If there is no vice-chair to assume the chair at a meeting, the board may appoint a chair from among the members present. O. Reg. 209/99, s. 4 (5). (6) A majority of the members of a board constitute a quorum for the transaction of business. O. Reg. 209/99, s. 4 (6). 5. (1) A marketing board shall appoint a secretary who may also be appointed treasurer under subsection 6 (1). O. Reg. 209/99, s. 5 (1). (2) The secretary of the board shall, (a) attend all its meetings and keep the minutes; (b) conduct the board’s correspondence; (c) keep a record of the board’s business transactions, its annual statements, financial and auditor’s reports, the board’s orders, directions and determinations, and the reports of the board’s committees; (d) have custody of the corporate seal; and (e) perform any other duties assigned to the secretary. O. Reg. 209/99, s. 5 (2); O. Reg. 123/25, s. 3. (3)-(5) Revoked: O. Reg. 479/22, s. 1. (6) No member of the board shall be appointed secretary. O. Reg. 209/99, s. 5 (6). 5.1 (1) In addition to the duties set out in subsection 5 (2), the secretary of a marketing board shall maintain at the board’s head office copies of, (a) all board regulations, orders and policy statements; (b) an index identifying the board regulations, including amendments to them, by subject-matter; and (c) any by-law made by the board which prohibits the secretary from disclosing documents, as identified in the by-law by title and date, which would disclose the pricing determined or established by the board in respect of a regulated product. O. Reg. 479/22, s. 2. (2) The secretary shall allow any person to inspect the documents described in subsection (1) without charge during normal business hours and, on request, shall provide copies of the regulations, orders and policy statements described in clause (1) (a) and of any by-law described in clause (1) (c). O. Reg. 479/22, s. 2. (3) Despite subsection (2), the secretary shall not allow the inspection of a copy of, (a) an order that relates to a particular person; or (b) a document which is prohibited from disclosure under a by-law described in clause (1) (c). O. Reg. 479/22, s. 2. 6. (1) A marketing board shall appoint a treasurer. O. Reg. 209/99, s. 6 (1). (2) The treasurer of a board shall, (a) under the direction of the board, provide for the deposit of money, the safekeeping of securities and the disbursements of the funds of the board; (b) maintain separate accounts for the deposit of money received by the board in trust for any other person and for levies or charges imposed by the board pursuant to powers granted under the Agricultural Products Marketing Act (Canada); (c) keep or have kept proper books of account, including the entry of the board’s receipts and expenditures; (d) prepare the annual financial statement of the board; (e) prepare, upon request, reports showing the board’s financial position from time to time; and (f) perform any other duties assigned to the treasurer. O. Reg. 209/99, s. 6 (2); O. Reg. 123/25, s. 4 (1). (3)-(5) Revoked: O. Reg. 123/25, s. 4 (2). (6) No member of the board shall be appointed treasurer. O. Reg. 209/99, s. 6 (6). 7. (1) A marketing board may appoint such officers and employees as it considers necessary. O. Reg. 209/99, s. 7 (1). (2) No board member shall, subject to subsection 4 (3), be appointed as an officer, and no board member shall be an employee of the board. O. Reg. 209/99, s. 7 (2). (3) If a person is appointed to assist an officer, the assistant may exercise the powers and carry out the duties of the officer except as limited by the board. O. Reg. 209/99, s. 7 (3). (4) The board may add to or limit the powers and duties of an officer or the officer’s assistant. O. Reg. 209/99, s. 7 (4). 8. (1) The chair, vice-chair or two members of a marketing board may call a meeting of the board at any time. O. Reg. 209/99, s. 8 (1). (2) Notice of the meeting shall be given by the secretary when directed or authorized to do so by the chair, vice-chair or other two members. O. Reg. 209/99, s. 8 (2). (3) Meetings are held at the board’s head office unless the notice indicates otherwise. O. Reg. 209/99, s. 8 (3). (4) If the notice of meeting has so indicated, a meeting may be conducted by any means, including conference telephone call and video-conference, that permits the simultaneous participation of the members. O. Reg. 209/99, s. 8 (4). (5) The notice may be given orally, by mail or by electronic transmission and shall indicate the date and time of the meeting. O. Reg. 209/99, s. 8 (5). (6) If mail or electronic transmission is used, the notice is sufficiently given if it is sent to the last address of the members listed in the board records. O. Reg. 209/99, s. 8 (6). (7) Notice of the meeting shall be given at least the number of days in advance as are specified in the by-laws. O. Reg. 209/99, s. 8 (7). (8) If all of the members who have the right to receive notice of the meeting waive that right, whether the waiver takes place before or after the meeting is held, the meeting is validly constituted. O. Reg. 209/99, s. 8 (8). 9. All questions arising at a meeting of a marketing board shall be decided by the majority of the votes of the members present and, in the event of a tie vote, the chair has the deciding vote. O. Reg. 209/99, s. 9. 10. (1) A marketing board may transact business other than at a meeting under section 8 if the chair is of the opinion that the business to be transacted must be transacted before a meeting can be held. O. Reg. 209/99, s. 10 (1). (2) Where a matter is to be transacted without a meeting, the chair shall inform the secretary of the matter. O. Reg. 209/99, s. 10 (2). (3) The chair or the secretary shall submit the matter for decision to at least two-thirds of the members of the board orally, by mail or by electronic transmission. O. Reg. 209/99, s. 10 (3). (4) The secretary shall enter the matter to be decided and the decision made in the minutes. O. Reg. 209/99, s. 10 (4). (5) A matter is decided under this section by a majority of the votes of the members participating. O. Reg. 209/99, s. 10 (5). (6) At the next board meeting, the secretary shall present the minutes respecting the matter, orally or in writing, so that the decision made under this section may be confirmed. O. Reg. 209/99, s. 10 (6). 11. Every member and officer of a marketing board, in exercising their powers and discharging their duties to the board, shall, (a) act honestly and in good faith with a view to the best interests of the marketing board; and (b) exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances. O. Reg. 123/25, s. 5. 12. (1) A by-law passed for any of the following shall state the uses to which the money, credit, debt or liability are to be put: 1. Borrowing money on the board’s credit. 2. Issuing, selling or pledging board securities. 3. Charging, mortgaging, hypothecating or pledging all or any of the real or personal property of the board, including book debts, unpaid calls, rights, powers, franchises and undertakings. 4. Negotiating for any securities or money borrowed or other debt, obligation or liability of the board. O. Reg. 209/99, s. 12 (1). (2) A by-law mentioned in subsection (1) has no effect unless, (a) it is passed at a meeting of the members of the board called for the purpose of considering it; and (b) at least two-thirds of the members present at the meeting vote in favour of the by-law. O. Reg. 209/99, s. 12 (2). (3) A marketing board may pass a by-law establishing a threshold reporting amount for grants and other like payments of money for the purpose of its annual financial statement; grants and other like payments of money below the threshold reporting amount are not required to be set out individually in the annual financial statement, as provided in Regulation 756 of the Revised Regulations of Ontario, 1990 made under the Milk Act. O. Reg. 616/99, s. 1. (4) A by-law passed under subsection (3) has no effect unless it is passed at an annual meeting of the producers under the plan and a majority of the producers present at the meeting vote in its favour. O. Reg. 616/99, s. 1. 13. (1) No marketing board shall invest any of its surplus funds except in the following: 1. Bonds, debentures or other evidences of indebtedness, i. of or guaranteed by the Government of Canada, ii. of or guaranteed by the government of any province of Canada, iii. Revoked: O. Reg. 123/25, s. 6 (1). iv. of any municipal corporation in Canada, including debentures issued for public, separate, secondary or vocational school purposes, or guaranteed by any municipal corporation in Ontario, or secured by or payable out of rates or taxes levied under the law of any province of Canada on property in that province and collectible by or through the municipality in which the property is situated. 1.1 Bonds, debentures or other evidences of indebtedness of a corporation that are secured by the assignment to a trustee of payments that the Government of Canada has agreed to make, if those payments are sufficient to meet the interest as it falls due on the bonds, debentures or other evidences of indebtedness outstanding and to meet the principal amount of the bonds, debentures or other evidences of indebtedness upon maturity. 1.2 Debentures of any loan corporation that is registered under the Loan and Trust Corporations Act. 1.3 Guaranteed investment certificates of any trust corporation that is registered under the Loan and Trust Corporations Act. 1.4 Deposit receipts, deposit notes, certificates of deposits, acceptances and other similar instruments issued or endorsed by a bank or authorized foreign bank within the meaning of section 2 of the Bank Act (Canada) or by a credit union within the meaning of the Credit Unions and Caisses Populaires Act, 2020. 1.5 Term deposits accepted by a credit union within the meaning of the Credit Unions and Caisses Populaires Act, 2020. 2. Investment certificates of a bank or authorized foreign bank within the meaning of section 2 of the Bank Act (Canada) or of a credit union within the meaning of the Credit Unions and Caisses Populaires Act, 2020. 3. Revoked: O. Reg. 123/25, s. 6 (2). O. Reg. 209/99, s. 13 (1); O. Reg. 616/99, s. 2 (1, 2); O. Reg. 1/18, s. 1; O. Reg. 94/22, s. 1; O. Reg. 123/25, s. 6. (1.1) Despite subsection (1), a marketing board shall not invest its surplus funds in the investments listed in that subsection unless the investment is in other respects reasonable and proper. O. Reg. 616/99, s. 2 (3). (2) Subsection (1) does not restrict the power of the treasurer to act as provided by clauses 6 (2) (a) and (b). O. Reg. 209/99, s. 13 (2). 14. (1) Each year, within three months after the end of its fiscal year, a marketing board shall have its accounts audited by one or more auditors. O. Reg. 209/99, s. 14 (1). (2) The auditor shall make a report to the board on the accounts that have been examined and on every balance sheet put before the board at a general meeting, and in the report shall state whether, in the auditor’s opinion, the balance sheets referred to in the report show a true and accurate picture of the state of the board’s affairs as indicated in the books and in the treasurer’s statement. O. Reg. 123/25, s. 7. (3) Revoked: O. Reg. 123/25, s. 7. (4) The secretary shall file the auditor’s report with the rest of the board records. O. Reg. 209/99, s. 14 (4). 15. (1) Within four months after the end of its fiscal year, a marketing board shall provide to the producers entitled to vote under the plan a copy of the annual statement and auditor’s report and a general report of the board’s operations for the fiscal year. O. Reg. 209/99, s. 15 (1). (2) If the board publishes, within the required period, the information set out in subsection (1) in one issue of at least one edition of a newspaper, magazine or other publication having general distribution among producers, it shall be deemed to be in compliance with the requirements of that subsection. O. Reg. 123/25, s. 8. (3) A marketing board shall provide a copy of a report or statement that has been made available to a producer on paper or electronically under this section in the other format if requested to do so by a producer. O. Reg. 123/25, s. 8. 16. (1) A marketing board shall hold an annual meeting of the producers under the plan each year at such time and place as the board determines. O. Reg. 209/99, s. 16 (1). (2) At every annual meeting referred to in subsection (1), the marketing board shall, (a) present the auditor’s report referred to in subsection 14 (2) and the board’s annual statement of operations and annual financial report; and (b) announce the appointment of auditors for the next annual meeting. O. Reg. 123/25, s. 9. (3) At every meeting referred to in subsection (1), the marketing board shall make available to every person attending the meeting a copy of the reports and statements referred to in clause (2) (a). Where electronic copies are provided at an in-person meeting, paper copies shall also be provided upon request. O. Reg. 123/25, s. 9. 17. (1) If at least 10 per cent of the producers under the plan request the holding of a special meeting of producers for the purpose of discussing matters relating to the operation of the plan or of a marketing board, the board shall hold such a meeting within 30 days after receiving the request. O. Reg. 209/99, s. 17 (1). (2) The request shall specify the matters to be discussed at the meeting. O. Reg. 209/99, s. 17 (2). 18. (1) A general or special meeting may be called by giving notice to each producer or delegate entitled to attend. O. Reg. 209/99, s. 18 (1); O. Reg. 123/25, s. 10 (1). (2) Notice of the meeting shall be given at least two weeks before the date of the meeting. O. Reg. 209/99, s. 18 (2); O. Reg. 123/25, s. 10 (2). 19. (1) Every member or officer of a marketing board and their heirs, executors or administrators, and estate and effects respectively shall be indemnified out of the money of the board from and against any action, suit or proceeding that is brought, commenced or prosecuted against the member or officer in respect of any matter to which subsection 6 (6) of the Act applies. O. Reg. 209/99, s. 19 (1); O. Reg. 123/25, s. 11 (1). (2) Where any member or officer of the board or their heirs, executors or administrators or estate and effects receives any money from any person on account of any matter with respect to which the member or officer has already received money from the board under subsection 6 (6) of the Act, the member or officer shall forthwith pay to the board the amount of money that they received respecting that matter from the board or from the other person, whichever is the lesser amount. O. Reg. 209/99, s. 19 (2); O. Reg. 123/25, s. 11 (2).