Page 2 - CSHS-SCSH -By-laws 3 -June 20, 2023

d) “By-law” means this by-law and any other by-law of the Society as amended and which are,
from time to time, in force and effect;

e) “Meeting of members” includes an annual meeting of members or a special meeting of
members; “special meeting of members” includes a meeting of any class or classes of
members and a special meeting of all members entitled to vote at an annual meeting of
members;

f) “Ordinary resolution” means a resolution passed by a majority of not less than 50% plus 1 of
the votes cast on that resolution (see Section 4.05);

g) “Proposal” means a proposal submitted by a member of the Society that meets the
requirements of section 163 (Shareholder Proposals) of the Act;

h) “Regulations” means the regulations made under the Act, as amended, restated or in effect
from time to time; and

i) “Special resolution” means a resolution passed by a majority of not less than two-thirds (2/3)
of the votes cast on that resolution.

1.02 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 in 1.01 above, words and expressions defined in the Act have the same
meanings when used in these by-laws.

1.03 Name

The Society shall be known as the “Canadian Society for Horticultural Science” and “La Société
Canadienne de Science Horticole” hereinafter known as the “Society”. The approved
abbreviations for these names are “CSHS” and “SCSH”, respectively.

1.04 Corporate Seal

The Society shall have a corporate logo adopted at an annual general meeting and to be used
as a seal, on letterhead and on other official documents. It is composed of an inner bluish-grey
circle containing a stylized leaf and Erlenmeyer flask in blue. The outer circle is dark green and
the name of the Society, in both languages, appears in white letters. Small maple leaves
separate the English and French names of the Society. The secretary of the Society shall be the
custodian of the corporate seal.

1.05 Execution of Documents

Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring
execution by the Society may be signed by any (1) of its officers or directors as designated by
the board. 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 to the document. Any

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