BULLETIN #0048-M

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Mutual Fund Dealers Association of Canada
Association canadienne des courtiers de fonds mutuels
121 King Street West, Suite 1600, Toronto, Ontario, M5H 3T9
TEL: 416-361-6332 FAX: 416-943-1218 WEBSITE: www.mfda.ca

Contact:
Laurie
Gillett
BULLETIN #0048 – M
Manager,
Membership
Services

January 16, 2004
Phone: 416-943-5827
E-mail : lgillett@mfda.ca

MFDA Bulletin

Membership Information

For Distribution to Relevant Parties within your Firm

Amendments to MFDA By-law No.1

The MFDA Board of Directors approved certain amendments to MFDA By-law No.1 on June
13, 2003. As part of the approval process, the proposed By-law amendments set out in amending
By-law No. 5 (Board and Governance Amendments), By-law No.6 (Regional Council and
Hearing Panel Amendments), By-law No. 7 (Miscellaneous Administrative Amendments) and
By-law No.8 (Disciplinary and Enforcement Amendments) were published by the recognizing
securities commissions for a 30-day public comment period in the Ontario Securities
Commission Bulletin. Such amendments have received the requisite approval of MFDA
Members and the recognizing securities commissions and are in effect as of December 5, 2003.

An amended and consolidated version of MFDA By-law No.1 incorporating the
amendments can be found on the MFDA website. The following is a brief summary of the
amendments to MFDA By-law No.1. An updated version of the MFDA Rulebook on CD-
ROM will be distributed to Members in the near future.

Summary of Amendments to MFDA By-law No.1

Corporate Governance Amendments

Amendments have been made to By-law No.1 that reflect the recommendations of the
MFDA Corporate Governance Committee. The report of this Committee was posted on the
MFDA web-site in February 2003. These amendments to MFDA By-law No. 1 include a new
size for the MFDA Board of Directors at 13 directors, comprised of six industry directors, six
public directors and the MFDA President and Chief Executive Officer and address particulars
concerning the composition of the Board and its committees.


Amended By-law No.1 References: Definitions: (“Industry Director”, “Public Director”),
Sections: 3(Directors), 4.7(Meetings of Directors – Quorum), 7.1(Officers – Appointment),
7.4(Officers – Removal of Officers), 12.2(Members’ Meetings -Annual Meetings)

Regional Council Amendments

Amendments have been made to By-law No.1 respecting MFDA Regional Councils that
reflect the recommendations of the MFDA Corporate Governance Committee and a
streamlined framework designed to enhance the effective administration of disciplinary
proceedings and regional representation in the MFDA. These amendments address the
function of Regional Councils, their composition and the 3-person Hearing Panels that will
be struck from their members to preside over MFDA disciplinary hearings.

Amended By-law No.1 References: Definitions: (“Appointments Committee”, “Hearing
Panel”, “Industry representative”, “public representative”, “Regional Council”), Sections:
17.3 (Regions – Members of a Region), 18 (Regional Councils), 19 (Appointed Members to
Regional Councils and Hearing Panels)

Disciplinary and Enforcement Amendments

Amendments have been made to the enforcement and disciplinary provisions in MFDA By-
law No.1 designed to:
• Clarify the role of Hearing Panels in MFDA disciplinary proceedings.
• Standardize fines and Hearing Panel powers with those at the IDA and securities
commissions.
• Strengthen the effect of Hearing Panel decisions.
• Streamline the process respecting the approval of settlement agreements.
• Harmonize investigation and examination provisions with those in place at securities
commissions.

Amended By-law No.1 References: Definitions: (“Notice of Hearing”), Sections: 20
(Disciplinary Hearings), 24 (Discipline Powers), 22.1(Investigatory Powers)


Administrative Amendments

Various amendments have been made to MFDA By-law No.1 that reflect administrative
corrections or clarifications to the text of MFDA By-law No.1.

Amended By-law No.1 References: Definitions: (“Board of Directors”, “client name”,
“control” or “controlled”, “MFDA”, “nominee name”, “related Member”), Sections: 2.6
(Interpretation of the Board of Directors), 8 (For the Protection of Directors and Officers),
11.8(Approval Process – Review), 12.12 (Members’ Meetings – Proxies), 13.4
(Resignations), 13.9 (Ownership), 15.1(Other Fees – Power to Make Assessment), 23(Co-
operation with Other Authorities), 24.A (Ombudsman Service – effective December 13,
2002), 29 (Execution of Instruments), 31.1(Notices – Service), 32(By-Laws))

(doc #25042)