NBAOA’S By-Laws 2026

RENTAL HOUSING PROVIDERS OF NEW BRUNSWICK INC. (RHPNB) RHPNB BY-LAWS (EFFECTIVE OCTOBER ____, 2025) - DRAFT A by-law relating generally to the conduct of the affairs of the RENTAL HOUSING PROVIDERS OF NEW BRUNSWICK INC. (the "Association") BE IT ENACTED as a by-law of the Association as follows: 1. Definitions In this by-law and all other by-laws of the Association, unless the context otherwise requires: "Act" means the Companies Act, R.S.N.B. 1973, c. C-13 including the Regulations made pursuant to the Act, and any statute or regulations that may be substituted, as amended from time to time; "Active Member" means any Member of the Association whose membership is paid in full and in good standing with the Association; "articles" means the original or restated articles of incorporation or articles of amendment, amalgamation, continuance, reorganization, arrangement or revival of the Association; "board" means the board of directors of the Association and "director" means a member of the board; "by-law" means this by-law and any other by-law of the Association as amended and which are, from time to time, in force and effect; "Member" is an individual, partnership, Association or any other legal entity owning or operating residential investment property in the Province of New Brunswick and deriving income therefrom. Members may be admitted to the Association upon approved application submitted to and vetted by the board for membership on terms and conditions established by the board, from time to time, and the board may, at its sole and unfettered discretion, designate the Member as a Voting Member or a Non-Voting Member; "Non-Voting Member" means an Active Member who may attend at all meetings of the Members but is not entitled to vote. 2 "ordinary resolution" means a resolution passed by a majority of not less than 50% plus 1 of the votes cast on that resolution; "Regulations" means the regulations made under the Act, as amended, restated or in effect from time to time; "special resolution" means a resolution passed by a majority of not less than two-thirds (2/3) of the votes cast on that resolution; and "Voting Member" means an Active Member who shall at all meetings of the Members be entitled to one vote. 2. Interpretation 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. 3. Corporate Seal The Association 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 Association shall be the custodian of the corporate seal. 4. Execution of Documents Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring execution by the Association 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 Association to be a true copy thereof. 5. Financial Year End The financial year end of the Association shall be December 31 of each and every year, unless otherwise determined by the board of directors. 6. Banking Arrangements The banking business of the Association shall be transacted at such bank, trust company or other firm or Association carrying on a banking business in New Brunswick or elsewhere as the board of directors may designate, appoint or authorize from time to time 3 by resolution. The banking business or any part of it shall be transacted by an officer or officers of the Association and/or other persons as the board of directors may by resolution from time to time designate, direct or authorize. 7. Borrowing Powers 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 Association may from time to time: 1. borrow money on the credit of the Association; and 2. issue, reissue, sell, pledge or hypothecate debt obligations of the Association; and 3. mortgage, hypothecate, pledge or otherwise create a security interest in all or any property of the Association, owned or subsequently acquired, to secure any debt obligation of the Association. Any such by-law may provide for the delegation of such powers by the directors to such officers or directors of the Association 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 Association on bills of exchange or promissory notes made, drawn, accepted or endorsed by or on behalf of the Association. 8. Annual Financial Statements The Association may, instead of sending copies of the annual financial statements and other documents referred to in the Act to the members, publish a notice to its members stating that the annual financial statements and documents are available at the registered office of the Association and any member may, on request, obtain a copy free of charge at the registered office or by prepaid mail. 9. Membership Conditions Subject to the articles, there shall be two (2) classes of members in the Association, Voting Members and Non-Voting Members. Membership in the Association shall be available to persons interested in furthering the Association's purposes and who have applied for and been accepted into membership in the Association by resolution of the board or in such other manner as may be determined by the board. A Member shall be entitled to receive notice of, attend at all meetings of the members of the Association, however only Voting Members shall be entitled to vote at all meetings of the members of the Association. 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. 10. Transferring Membership 4 A membership may only be transferred to the Association. A special resolution of the members is required to make any amendment to add, change or delete this section of the by-laws. 11. Notice of Members Meeting Notice of the time and place of a meeting of members shall be given to each member entitled to attend and/or vote at the meeting by the following means: 1. by mail, courier or personal delivery to each member entitled to vote at the meeting, during a period of 21 to 60 days before the day on which the meeting is to be held; or 2. by telephonic, electronic or other communication facility to each member entitled to vote at the meeting, during a period of 21 to 35 days before the day on which the meeting is to be held. A special resolution of the members is required to make any amendment to the by-laws of the Association to change the manner of giving notice to members entitled to vote at a meeting of members. 12. Members Calling a Members' Meeting The board of directors shall call a special meeting of members on written requisition of 3 Voting Members. If the directors do not call a meeting within twenty-one (21) days of receiving the requisition, any Voting Member who signed the requisition may call the meeting. 13. Absentee Voting at Members' Meetings A member entitled to vote at a meeting of members may vote by mailed-in ballot or by means of a telephonic, electronic or other communication facility if the Association has a system that: 1. enables the votes to be gathered in a manner that permits their subsequent verification, and 2. permits the tallied votes to be presented to the Association without it being possible for the Association to identify how each member voted. A special resolution of the members is required to make any amendment to the by-laws of the Association to change this method of voting by members not in attendance at a meeting of members. 14. Membership Dues 5 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 Association. Membership in the Association shall run from January 1st to December 31st of each calendar year, and membership dues shall be paid to and received by the Association on or before January 31st in order to maintain the status of Active Member. Members shall not be entitled to vote at any Members’ meetings including the Annual Members’ Meeting if membership dues are paid to the Association within 60 days of the meeting or the Annual Members’ Meeting. 15. Termination of Membership A membership in the Association is terminated when: 1. the member dies or resigns; 2. the member is expelled, or their membership is otherwise terminated in accordance with the articles or by-laws; 3. the member's term of membership expires; or 4. the Association is liquidated and dissolved under the Act. 16. Effect of Termination of Membership Subject to the articles, upon any termination of membership, the rights of the member, including any rights in the property of the Association, automatically cease to exist. 17. Discipline of Members The board shall have authority to suspend or expel any member from the Association for any one or more of the following grounds: 1. violating any provision of the articles, by-laws, or written policies of the Association; 2. carrying out any conduct which may be detrimental to the Association as determined by the board in its sole discretion; 3. for any other reason that the board in its sole and absolute discretion considers to be reasonable, having regard to the purpose of the Association. In the event that the board determines that a member should be expelled or suspended from membership in the Association, 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 6 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 Association. 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. 18. Proposals Nominating Directors at Annual Members' Meetings Subject to the Regulations under the Act, nominations for the election of directors shall be made no later than 30 days in advance of the Annual Members’ Meetings to allow sufficient time for the nominees to be vetted by the board prior to election. The vetting process shall be at the sole and unfettered discretion of the board. 19. Cost of Publishing Proposals for Annual Members' Meetings 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. 20. Place of Members' Meeting Meetings of the members may be held at any place within the Province of New Brunswick determined by the board or, if all of the members entitled to vote at such meeting so agree, anywhere inside or outside Canada. 21. Persons Entitled to be Present at Members' Meetings The only persons entitled to be present at a meeting of members shall be the members in good standing of the Association, the directors and the accountant of the Association and such other persons who are entitled or required under any provision of the Act, articles or by-laws of the Association to be present at the meeting. Any other person may be admitted only on the invitation of the chair of the meeting or by resolution of the members. 22. Chair of Members' Meetings In the event that the chair of the board and the vice-chair of the board are absent, the members who are present and entitled to vote at the meeting shall choose one of their number to chair the meeting. 23. Quorum at Members' Meetings 7 A quorum at any meeting of the members (unless a greater number of members are required to be present by the Act) shall be twenty-five (25) percent of 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. 24. Voting at Members' Meetings 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. 25. Participation by Electronic Means at Members' Meetings If the Association 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 Association has made available for that purpose. 26. Members' Meeting Held Entirely by Electronic Means If the directors or members of the Association call a meeting of members pursuant to the Act, those directors or members, as the case may be, may determine that the meeting shall be held, in accordance with the Act and the Regulations, entirely by means of a telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting. 27. Number of Directors The board shall consist of minimum of seven (7) directors and a maximum of twelve (12) directors. 28. Term of Office of Directors At the first election of Directors following the approval of this by-law, one-third (1/3) directors shall be elected for a three-year term, one-third (1/3) directors shall be elected 8 for a two-year term and one-third (1/3) directors shall be elected for a one-year term. Thereafter, except where an election is held to fill the unexpired portion of a term, newly elected directors shall be elected for three-year (3) terms. 29. Calling of Meetings of Board of Directors Meetings of the board may be called by the chair or president of the board, the vice-chair or vice-president of the board or any two (2) directors at any time. If the Association has only one director, that director may call and constitute a meeting. 30. Notice of Meeting of Board of Directors Notice of the time and place for the holding of a meeting of the board shall be given in the manner provided in the section on giving notice of meeting of directors of this by-law to every director of the Association not less than 30 days before the time when the meeting is to be held. Notice of a meeting shall not be necessary if all of the directors are present, and none objects to the holding of the meeting, or if those absent have waived notice of or have otherwise signified their consent to the holding of such meeting. Notice of an adjourned meeting is not required if the time and place of the adjourned meeting is announced at the original meeting. Unless the by-law otherwise provides, no notice of meeting need specify the purpose or the business to be transacted at the meeting except that a notice of meeting of directors shall specify any matter referred to in subsection 138(2) (Limits on Authority) of the Act that is to be dealt with at the meeting. 31. Regular Meetings of the Board of Directors There shall be at least one (1) monthly meeting of the board during each calendar year, with the exception of the months of July and August. 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 the Act requires the purpose thereof or the business to be transacted to be specified in the notice. 32. Voting at Meetings of the Board of 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. 33. Committees of the Board of Directors 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 9 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. 34. Executive Director The board may from time to time hire an executive director, as it deems necessary or appropriate for such purposes and with such powers as the board shall see fit. The Executive Director shall not be entitled to vote at board meetings or Members’ meetings. Appointment of Officers The board may designate the offices of the Association, 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 Association. A director may be appointed to any office of the Association. 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. 35. Officers of the Association Unless otherwise specified by the board (which may, subject to the Act modify, restrict or supplement such duties and powers), the offices of the Association, if designated and if officers are appointed, shall have the following duties and powers associated with their positions: 1. President – If appointed, the President shall be the chief executive officer of the Association. The President shall preside at all meetings of both the Association and the Board, and shall have all the general powers and duties which are usually vested in the office of President of an association, including, but not limited to, the power to appoint committees from among the Members to assist in the administration of the affairs of the Association, and the duty to see that the orders and resolutions of the Board are carried out. The President, or his or her designated alternate, shall represent the Association at all meetings of the Association. 2. First Vice-President – Government Relations – if appointed, the First Vice President assumes the duties of the President when he or she is unable to fulfill their duties as President; with the President, co-chairs the Annual Members’ Meeting; fulfills his or her duties as directed by the board, from time to time; and is primarily responsible for the portfolios related to “all that is government” including but not limited to property taxes, rent controls and the Rentalsman office of New Brunswick. The First Vice-President shall perform the functions of President in the President’s absence. 3. Second Vice-President – Operations – if appointed, the Second Vice-President assumes the duties of the President or the First Vice-President when he or she is 10 unable to fulfill their duties as President or as First Vice-President; fulfills his or her duties as directed by the board, from time to time; and is primarily responsible for the operations of the Association including Member relations and Media relations. The Second Vice-President shall perform the functions of President or the First Vice-President in their absence. 4. 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 Association'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 Association; the secretary fulfills the duties of a secretary as directed by the board, from time to time. 5. Treasurer – If appointed, the treasurer shall ensure the annual appointment of the auditors is conducted at the AGM; shall submit an audited statement thereof for presentation at the AGM and at any other time as required by the board; provides regular updates to the board at meetings of the board; oversees the financial affairs of the Association and ensures the goals and objectives of the board are implemented; is a bank signatory; assists the Executive Director and provides input in preparation of the annual budget; and fulfills the duties of Treasurer as directed by the board, from time to time. 36. Officer Vacancies In the absence of a written agreement to the contrary, the board may remove, whether for cause or without cause, any officer of the Association. Unless so removed, an officer shall hold office until the earlier of: 1. the officer's successor being appointed, 2. the officer's resignation, 3. such officer ceasing to be a director (if a necessary qualification of appointment) or 4. such officer's death. If the office of any officer of the Association shall be or become vacant, the directors may, by resolution, appoint a person to fill such vacancy. 37. Method of Giving Notice 11 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: 1. 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 Association or in the case of notice to a director to the latest address as shown in the last notice that was sent by the Association; 2. if mailed to such person at such person's recorded address by prepaid ordinary or air mail; 3. if sent to such person by telephonic, electronic or other communication facility at such person's recorded address for that purpose; or 4. if provided in the form of an electronic document in accordance with 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 Association to any notice or other document to be given by the Association may be written, stamped, type-written or printed or partly written, stamped, type-written or printed. 38. Invalidity of Provisions of this By-law The invalidity or unenforceability of any provision of these By-laws shall not affect the validity or enforceability of the remaining provisions. 39. Omissions and Errors 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 Association has provided notice in accordance with the by-laws or any 12 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. 40. Mediation and Arbitration Disputes or controversies among members, directors, officers, committee members, or volunteers of the Association 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. 41. Dispute Resolution Mechanism In the event that a dispute or controversy among members, directors, officers, committee members or volunteers of the Association arising out of or related to the articles or by laws, or out of any aspect of the operations of the Association 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 Association 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: • 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 Association) 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. • The number of mediators may be reduced from three to one or two upon agreement of the parties. • 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 Association 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 13 accordance with this section shall be borne by such parties as may be determined by the arbitrators. 42. By-laws and Effective Date Subject to the articles, the board of directors may, by resolution, make, amend or repeal any by-laws that regulate the activities or affairs of the Association. Any such by-law, amendment or repeal shall be effective from the date of the resolution of directors until the next meeting of members where it may be confirmed, rejected or amended by the members by ordinary resolution. If the by-law, amendment or repeal is confirmed or confirmed as amended by the members it remains effective in the form in which it was confirmed. The by-law, amendment or repeal ceases to have effect if it is not submitted to the members at the next meeting of members or if it is rejected by the members at the meeting. This section does not apply to a by-law that requires a special resolution of the members according to the Act because such by-law amendments or repeals are only effective when confirmed by members. MADE by the board on the ___ day of October, 2025.