(1) The directors of a non-profit company may make bye-laws, not being contrary to this Act or to the articles of the company, respecting—
(a) the admission of persons and unincorporated associations as members and as ex officio members, and the qualifications of, and the conditions of membership;
(b) the fees and dues of members;
(c) the issue of membership cards and certificates;
(d) the suspension and termination of membership by the company and by a member;
(e) where the articles provide that the interest of a member is transferable, the method of transferring membership;
(f) the qualifications of, and the remuneration of, the directors and the ex officio directors, if any;
(g) the time for, and manner of, election of directors;
(h) the appointment, remuneration, functions, duties and removal of agents, officers and employees of the company, and the security, if any, to be given by them to the company;
(i) the time and place, and the notice to be given, for the holding of meetings of the members and of the board of directors, the quorum at meetings of members, the requirements as to proxies, and the procedure in all things at meetings of the members and at meetings of the board of directors; and
(j) the conduct in all other particulars of the affairs of the company.
(2) The directors of a non-profit company may make bye-laws respecting—
(a) the division of its members into groups, either territorially or on the basis of common interest;
(b) the election of some or all of the directors—
(i) by the groups on the basis of the number of members in each group,
(ii) for the groups in a defined geographical area, by the delegates of the groups meeting together, or
(iii) by the groups on the basis of common interest;
(c) the election of delegates and alternate delegates to represent each group on the basis of the number of members in each group;
(d) the number and qualifications of delegates and the method of their election;
(e) the holding of meetings of members or delegates;
(f) the powers and authority of delegates at meetings; and
(g) the holding of meetings of members or delegates territorially or on the basis of common interest.
(3) A bye-law passed under subsection (2)(f) may provide that a meeting of delegates for all purposes is a meeting of the members with all the powers of such a meeting.
(4) A bye-law under subsection (2) is not effective until it is confirmed by at least 2/3 of the votes cast at a general meeting of the members duly called for that purpose.
(5) A delegate has only one vote and may not vote by proxy.
(6) A bye-law passed under subsection (2) may not prohibit members from attending meetings of delegates and participating in the discussions at the meetings.