Beyond the ordinary

BY-LAW NO. 1

OF

 CFC – CLONE-FREE CERTIFICATION INC. (CFC)

 (A For-Profit Corporation Governed by the Canada Business Corporations Act)

ARTICLE 1 – INTERPRETATION

1.1 Definitions

In this By-law:

“Corporation” means CFC – Clone-Free Certification Inc.

 

“Board” means the Board of Directors of the Corporation.

 

“Director” means an individual elected to the Board.

 

“Officer” means an individual appointed by the Board.

 

“Act” means the Canada Business Corporations Act and its regulations.

 

“Certification Program” means the Clone-Free Certification Standard, audit systems, licensing rules, and compliance framework administered by the Corporation.

 

“Ethics Code” means the Code of Ethics adopted by the Board.

 

1.2 Interpretation

Words importing the singular include the plural and vice versa.

 

Words importing gender include all gender identities and expressions.

 

Headings are for convenience only and do not affect interpretation.

 

ARTICLE 2 – CORPORATE PURPOSE

2.1 Purpose

The Corporation’s purposes include:

(a) Developing, maintaining, and administering the Clone-Free Certification Standard for meat, food, and agricultural products;

 (b) Managing audit, inspection, verification, and compliance programs;

 (c) Promoting transparency, animal welfare, ethical science, and consumer protection;

 (d) Licensing and protecting the “CFC – Clone-Free Certified” certification marks;

 (e) Supporting Indigenous food sovereignty, ethical agriculture, and community well-being;

 (f) Conducting related activities consistent with certification integrity.

2.2 Public-Interest Commitment

The Corporation shall:

act independently from industry influence,

 

ensure scientific validity of certification decisions,

 

protect consumers and animals,

 

maintain transparency and accountability.

 

ARTICLE 3 – REGISTERED OFFICE

3.1 Location

The registered office shall be in the province set out in the Articles.

3.2 Change of Address

The Board may change the registered office within the same province.

ARTICLE 4 – DIRECTORS

4.1 Number

The Corporation shall have the number of directors set out in the Articles or within the minimum/maximum range provided.

4.2 Powers

The Board shall manage or supervise the management of the business and affairs of the Corporation.

4.3 Election and Term

Directors are elected at each annual shareholder meeting and hold office until the next annual meeting or until their successors are elected.

4.4 Vacancies

Vacancies may be filled by a majority vote of the remaining directors as permitted by the Act.

4.5 Meetings

Meetings may occur in person, electronically, or by teleconference.

 

Quorum is a majority of directors.

 

4.6 Resolutions

Decisions are made by majority vote unless otherwise required by the Act.

ARTICLE 5 – OFFICERS

5.1 Appointment

The Board may appoint a President/CEO, Secretary, Treasurer, and such other officers as it considers necessary.

5.2 Duties

President/CEO: Oversees operations and certification programs.

 

Secretary: Manages corporate records and minute book.

 

Treasurer: Oversees finances and accounting.

 

5.3 Removal

The Board may remove an Officer at any time.

ARTICLE 6 – SHAREHOLDERS

6.1 Annual Meeting

An annual meeting of shareholders shall be held as required by the Act.

6.2 Special Meetings

Special meetings may be called by the Board or by shareholders as permitted under the Act.

6.3 Voting

Each share has one vote unless otherwise provided by the Articles.

6.4 Written Resolutions

Shareholders may pass written resolutions instead of holding a meeting, as allowed by the Act.

ARTICLE 7 – CONFLICTS OF INTEREST

7.1 Disclosure

Directors, officers, auditors, and contractors must disclose conflicts of interest immediately.

7.2 Abstention

A conflicted individual shall abstain from related discussion or decisions.

7.3 Independence

The Corporation shall remain independent from clients seeking certification.

ARTICLE 8 – ETHICS & INTEGRITY

8.1 Ethics Code

The Corporation shall operate according to its Ethics Code, including:

    (a) impartial certification,

 

    (b) evidence-based standards,

 

     (c) prohibitions on bribery, gifts, and undue          influence,

 

    (d) auditor independence,

 

    (e) Indigenous principles of respect, honesty, responsibility.

 

8.2 Integrity

No certification decision may be influenced by financial, political, or personal interests.

8.3 Auditor Independence

Auditors may not audit entities with which they have employment, financial, or family ties.

8.4 Transparency

Certification decisions shall be documented and available for review.

8.5 Public Good

Despite being a for-profit corporation, CFC recognizes its duty to protect public health, the environment, and consumers.

ARTICLE 9 – CERTIFICATION PROGRAM AUTHORITY

9.1 Authority

The Board may create, revise, and enforce:

(a) the Clone-Free Standard;

 (b) audit procedures;

 (c) compliance and enforcement actions;

 (d) licensing agreements for certification marks.

9.2 Delegation

The Board may delegate technical decisions to a Certification Committee or Chief Auditor.

9.3 Revocation

The Corporation may suspend or revoke certification where:

     (a)fraud is suspected,

 

     (b) an audit fails,

 

     (c) ethical violations occur,

 

    (d) animal welfare concerns arise.

 

ARTICLE 10 – FINANCES

10.1 Fiscal Year

The Board shall determine the fiscal year-end.

10.2 Banking

The Corporation may maintain accounts at any Canadian financial institution.

10.3 Signing Authority

Cheques, contracts, and instruments must be signed by authorized officers as designated by resolution.

10.4 Audits

The Corporation may appoint an external accountant as required.

ARTICLE 11 – PROTECTION OF CERTIFICATION MARKS

11.1 Ownership

The Corporation shall own and protect all certification marks, logos, and intellectual property.

11.2 Unauthorized Use

Unauthorized use is prohibited and enforceable by law.

11.3 Revocation

Licenses may be revoked for misuse or non-compliance.

ARTICLE 12 – INDEMNIFICATION

12.1 Indemnity

The Corporation shall indemnify its directors and officers as permitted by the Act.

12.2 Insurance

The Board may obtain liability insurance for directors and officers.

ARTICLE 13 — CFIA RECOGNITION & COMPLIANCE

13.1 – Purpose of CFIA Alignment

The Corporation shall operate its certification, auditing, and labeling oversight systems in a manner consistent with the requirements, expectations, and recognition criteria of the Canadian Food Inspection Agency (CFIA).

13.2 – Regulatory Compliance

The Corporation shall comply with all applicable CFIA laws, regulations, guidelines, and recognition frameworks, including but not limited to:

(a) food safety and labeling regulations,

 (b) truthful representation and marketing requirements,

 (c) certification body oversight requirements,

 (d) documentation and traceability standards,

 (e) audit and inspection integrity requirements.

13.3 – Scientific Basis of Certification

The Corporation shall ensure all certification standards, decisions, and audit criteria are:

(a) scientifically valid,

 (b) evidence-based,

 (c) consistent with CFIA-recognized methodologies,

 (d) transparent, repeatable, and defensible.

13.4 – Independence & Impartiality Requirement

To maintain CFIA recognition eligibility, the Corporation shall ensure:

(a) independence from clients seeking certification,

 (b) absence of conflicts of interest,

 (c) no financial, political, or personal factors influence certification decisions,

 (d) auditors and inspectors maintain full neutrality and are free of industry ties.

13.5 – Documentation & Recordkeeping

The Corporation shall establish and maintain records sufficient to satisfy CFIA review, including:

(a) audit trail documentation,

 (b) certification decisions and rationales,

 (c) internal review processes,

 (d) traceability documentation,

 (e) training records of inspectors and auditors,

 (f) complaints, investigations, and corrective actions.

13.6 – Cooperation with CFIA

The Corporation shall:

(a) provide CFIA with access to records, files, and certification data upon lawful request,

 (b) cooperate with CFIA reviews, investigations, audits, and oversight activities,

 (c) notify CFIA of any significant changes to certification standards, audit rules, or governance affecting the certification program.

13.7 – Certification Mark Integrity

The Corporation shall ensure that the “Clone-Free Certified” mark is used only in accordance with:

(a) CFIA labeling rules,

 (b) consumer-protection requirements,

 (c) truth-in-advertising standards,

 (d) the Corporation’s licensing and verification system.

Misuse of the certification mark shall result in enforcement action, suspension, or revocation.

13.8 – Public Interest & Safety Clause

The Corporation acknowledges that CFIA oversight exists to protect:

-consumers,

-public health,

-food system integrity, and

-truthful market representation.

 

The Corporation shall make all certification decisions consistent with these objectives.

13.9 – Ongoing CFIA Alignment

The Corporation shall review and update its certification program, audit procedures, and governance policies as necessary to remain aligned with evolving CFIA guidelines, scientific consensus, and regulatory expectations.

ARTICLE 14 – AMENDMENTS

14.1 Amendments

The Board may amend or repeal these bylaws, subject to shareholder approval where required by the Act.

Article 15 - SHARE TRANSFERS

15.1 Right of First Refusal

Before transferring shares to any third party, a shareholder shall first offer the shares to the Corporation and then to the remaining shareholders on the same terms and conditions. The Corporation shall have 30 days to accept the offer.

15.2 Board Discretion

The Board may refuse to approve a transfer of shares where it determines that the transfer is not in the best interests of the Corporation.

15.3 Transmission on Death

Upon the death of a shareholder, the legal representative of the deceased may be entered in the share register unless the Corporation elects to purchase the shares at fair market value.

15.4 Replacement Certificates

The Corporation may issue replacement share certificates upon satisfactory proof of loss and indemnification.

15.5 Private Corporation R

estrictions

To maintain private corporation status under the Act:

 (a) the right to transfer shares is restricted;

 (b) the number of shareholders is limited to 50 excluding employees;

 (c) the Corporation shall not make public offerings of securities.