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BY-LAWS

FOR K- W Access-Ability

October 25, 2016

 

Table of Contents 

 

ARTICLE 1: NAME, HEAD OFFICE AND SEAL

ARTICLE 2: DEFINITIONS AND INTERPRETATION

ARTICLE 3: PURPOSES AND OBJECTIVES

ARTICLE 4: MEMBERSHIP

ARTICLE 5: RECORDS OF MEMBERSHIP

ARTICLE 6: TERMINATION OF MEMBERSHIP

ARTICLE 7: MEETINGS OF THE MEMBERS

ARTICLE 8: BOARD OF DIRECTORS

ARTICLE 9: POWERS OF THE BOARD OF DIRECTORS

ARTICLE 10: Officers

ARTICLE 11: ELECTION, TERMS, ELIGIBILITY AND TERMINATION OF OFFICERS AND DIRECTORS

ARTICLE 12: MEETINGS OF THE BOARD OF DIRECTORS

ARTICLE 13: REMUNERATION AND CONFLICTS OF INTEREST

ARTICLE 14: STANDING COMMITTEES

ARTICLE 15: BANKING AND EXECUTION OF DOCUMENTS

ARTICLE 16:  Protection of Directors and Officers

ARTICLE 17: Fiscal Year

ARTICLE 18: Notices

ARTICLE 19: Severability and precedence

ARTICLE 20: AMENDING THE BY-LAW

 

 

 

 

BY-LAW NUMBER 1

A By-law Relating Generally to the Transaction of the Affairs of K-W Access-Ability

 

ARTICLE 1: NAME, HEAD OFFICE AND SEAL

  1. The name of the Corporation will be the K-W ACCESS-ABILITY (hereinafter called “ the Corporation ").
  2.  The head office of the Corporation will be in the Regional Municipality of Waterloo, in the Province of Ontario, and at such place therein as the Board of Directors may from time to time determine.
  3. The Corporation will have a corporate seal, an impression of which is stamped in the margin of this document.

 

ARTICLE 2: DEFINITIONS AND INTERPRETATION

 In this by-law, unless the context otherwise requires:

 a)    “Act” means the Not-for-Profit Corporations Act, 2010 (Ontario) and, where the context requires, includes the regulations made under it, as amended or re-enacted from time to time;

 b)     “Board” means the board of directors of  the Corporation;

 c)      “By-laws” means this by-law (including the schedules to this by-law) and all other by-laws of  Corporation as amended and which are, from time to time, in force;

 d)    “Chair” means the chair of the Board;

 e)    “Conflict of Interest” includes, without limitation, the following three areas that may give rise to a Conflict of Interest for the Directors of  Corporation, namely:

  • (i)              Pecuniary or Financial Interest - a Director is said to have a pecuniary or financial interest in a decision when the Director (or his/her Associates)  stands to gain by that decision, either in the form of money, gifts, favours, gratuities, or other special considerations; 
  • (ii)             Undue Influence - participation or influence in Board decisions that selectively and disproportionately benefit particular agencies, companies, organizations, professional groups, or patients from a particular demographic, geographic, political, socio-economic, or cultural group is a violation of the Director’s entrusted responsibility to the community at large; 
  • (iii)            Adverse Interest - A Director is said to have an adverse interest to  Corporation when he/she is a party to a claim, application or proceeding against  Corporation;

 f)      “Corporation” means the corporation that has passed these by-laws under the Act or that is deemed to have passed these by-laws under the Act;

 g)    “Director” means a member of the Board of the Corporation;

 h)     “Member” mens a member of  the Corporation;

 i)       “Members” means the collective membership of the  Corporation; and

 j)       “Officer” means an Officer of the Corporation.

 

Other than as specified above all terms contained in this By-law that are defined in the Act will have the meanings given to such terms in the Act. Words importing the singular include the plural and vice versa, and words importing one gender include all genders.

 

ARTICLE 3: PURPOSES AND OBJECTS

The purposes and objects of the Corporation will be:

a)    to provide a program of rehabilitation for physically handicapped persons and in order to further this object:

  1. to provide accommodation and residence for the physically handicapped in furtherance to the above object; and                                   
  2. to provide occupational guidance, recreation and other activities providing for the general welfare of the physically handicapped in furtherance of and incidental to the above object;

b)    subject to The Mortmain and Charitable Uses Act and The Charitable Gifts Act, to accept donations, legacies and bequests; and

c)     to invest and deal with the moneys of the Corporation not immediately required for the objects of the Corporation in investments authorized by law for the investment of trust funds.

 

ARTICLE 4: MEMBERSHIP

The membership of the Corporation will consist of two categories of individuals as follows: 

  1. Active Members: are individuals who are interested in furthering the objects of the Corporation and or participate regularly in the Corporation programs and services. Active Members will be required to pay an annual membership fee as defined by the Board from time to time. Active Members are entitled to stand for election to the Board of Directors, hold an Officer position on the Board of Directors (if appointed) and vote at all Meetings of the Members as defined in Article 7.
  2. Life Members: are individuals, who in the opinion of the Board of Directors warrant this designation because he/she has rendered extraordinarily distinguished service to the Corporation. Life members will be nominated through a majority vote of the Board of Directors. Their membership must be affirmed through a majority vote on the matter at an Annual General Meeting.  

At its discretion the Board of Directors may create additional categories of membership without amendment to this By-Law.

 

ARTICLE 5: RECORDS OF MEMBERSHIP

The Secretary will ensure that a current list of Members, based on the eligible members as in Article 4 is kept.

 

ARTICLE 6: TERMINATION OF MEMBERSHIP

 

  1. Members may resign their membership at any time by providing a letter of resignation;    
  2. Any member not renewing their annual membership will be deemed to have terminated the membership;     
  3. Members may be terminated for breach of the By-law, or Rules and Regulations, Code of Conduct or other written policies and procedures of the Corporation;     
  4. Termination of membership, whether by resignation, expulsion, death  or otherwise, will effective as of the date of termination, and will result in the removal of  all rights within  the Corporation of the member, but will not be deemed to discharge any financial obligation of the member to  the Corporation accrued prior to the date of such termination and not then fulfilled; and  
  5. All matters respecting termination of membership will be confirmed by the Executive Director.

 

ARTICLE 7: MEETINGS OF THE MEMBERS

Annual General Meeting:

 The Annual General Meeting (AGM) of the Corporation will be open to all members and to the general public. The AGM will be held within one hundred and eighty (180) days of the fiscal year end at such place and time as determined by the Board of Directors.

 

Special Meetings:

A Special General Meeting of members may be called at the discretion of the Board of Directors as determined by majority vote of members of the Board of Directors.

 

Notice of Meetings:

Notice of any Meetings of the Members, whether annual or special, must be posted on  the Corporation website.

 Notice of the Annual General Meeting  will be posted on the Corporation website  at least twenty-eight (28) days before the meeting is to take place and will stay posted for the four (4) weeks leading up to the meeting.

 Notice of any Special Meeting will be posted on the Corporation website fourteen (14) days prior to the meeting. The notice will specify the purpose for which it is being called.

 

Quorum and Manner of Action:

  1. A quorum for the transaction of business at any Annual or Special General Meeting will consist of not less than fifty percent (50%) of the Directors of the Board of Directors and not less than ten (10) Members. 
  2. Except as otherwise specified in this By-law , the actions of fifty (50)% plus one of the Members present and voting at a meeting at which a quorum is present will be the action of the meeting of the membership.
  3. A meeting at which a quorum is initially present may transact all business noted on the agenda for the meeting.  In the event of the withdrawal of members from the meeting resulting in a loss of quorum, the meeting Chair will continue the meeting  provided that the number remaining does not fall below fourteen (14). In the event that the number remaining is less than fourteen (14) all matters requiring a vote will be deferred to the next meeting of the Members.
  4. Except where otherwise provided for in this By-law, meetings of the membership may be conducted in-person, by teleconference or videoconference as determined by the Board.
  5. Actions arising from a meeting of the membership, such as a recorded vote, may be conducted in-person, by e-mail or other electronic means, teleconference or videoconference.
  6. The meeting Chair will be the Chair, KW AccessAbility Board of Directors or such other Director appointed by the Chair to chair the meeting.

 

Voting at Annual General or Special  Meetings:

  1. All Members who are in attendance at an Annual or Special Meeting will be entitled to vote on any issue to be determined at such meeting. No person will have more than one (1) vote. There will be no proxy voting permitted.
  2. Election of Directors will be by whatever means a member may make their intentions known or by secret ballot at the discretion of the Chair.  The outcome of the secret ballot will be made public at the meeting in question

  

Rules for Conducting Meetings:

 The following rules will govern all Annual or Special General Meetings of the Corporation:

  1.  If there is no quorum within thirty (30) minutes of the time fixed for the meeting to begin the Chair will declare that there can be no meeting on this occasion;
  2. Parliamentary procedure, as specified in Robert's Rules of Order Revised(the “Rules of Order), will be followed at all meetings;   
  3. The Chair will have the right to require that any motion or resolution be presented in writing before the meeting; and
  4. The Chair will decide all questions of order, in accordance with the Rules of Order.

 

Order of Business at Annual General Meetings:

Subject to subsection (b), the business at all Annual General Meetings of  the Corporation will be as follows:

  1. Opening of the meeting and explanation of procedural rules governing meetings;
  2. Reading of the minutes of the previous Annual General Meeting  together with minutes of any Special Meetings held since the last Annual General Meeting;
  3. Business arising from the minutes;
  4. Treasurer's Report;
  5. Appointment of Auditors;
  6. Election of Directors;
  7. Chair's Report;
  8. Executive Director’s Report;
  9. Amendments to the By-laws of  Corporation if any

 

b)    The order of business may be altered by a two-thirds (2/3's) vote of Members present at the meeting

 

Order of Business at Special Meetings:

 The Chair will determine the order of business at any Special Meeting.

 

ARTICLE 8: BOARD OF DIRECTORS

 

The affairs of the Corporation will be managed by Officers and Directors who will be collectively called the “Board of Directors”. Each Officer and Director has a voting membership on the Board of Directors. The Board of Directors will be comprised of eleven (11) Directors who will be elected as outlined in Article 11.

 

Directorships may be added on an as needed basis according to the growth and accompanying need of the Corporation based on a majority vote of the Board of Directors. The duties of each Officer and Director will be set by the Board of Directors and may be amended from time to time by the Board of Directors.

Article 9: POWERS OF THE BOARD OF DIRECTORS

The Board will have power during its term of office (in addition to all other powers vested in it):

  1. To appoint and define the duties and remuneration of an Executive Director;
  2. So long as quorum of Directors remains in office, to fill, by appointment or election, vacancies occurring either among officers or the Directors until the next Annual General Meeting;
  3. To appoint and delegate power to the chairperson and members of such other committees from time to time as it may consider necessary in carrying out the objectives of the  Corporation;
  4. To remove any officer, director or agent of  the Corporation, including the Executive Director;
  5. To suspend or expel any Member of  the Corporation for breach of any By-law, policy or resolution  of the Corporation and or the Board;
  6. To borrow money and obtain advances upon the credit of the Corporation from such lending institutions as the Board of Directors may approve at   such time, in such amounts, and on such terms as the Board of Directors deems proper;
  7. Report to Members at the Annual General Meeting on the activities of the Board for the preceding year; and
  8. To exercise all rights and powers which the Board of Directors might or could exercise under the authority of the Corporation’s By-law or under the laws governing the Corporation.

 

Article 10: Officers  

 The Corporation will have five (5) Officers, as follows:   

 

a)    Chair: The Chair will convene and preside over meetings of the Corporation Board and Meetings of Members; act as an official spokesperson for the Corporation; be an ex-officio voting member of all Board Committees, Task Forces or Working Groups and perform other duties such other duties as may be required by law or as the Board may determine from time to time.

 

b)  Vice-Chair: The Vice-Chair will substitute for the Chair in his or her absence or inability to serve.   In the event of a vacancy in the office of the Chair, the Vice-Chair will assume that office and a new Vice-Chair will be elected from among the remaining Directors for the remainder of that term.

 

c)     Treasurer: The Treasurer will be responsible for the disbursement of the Corporation funds and the preparation of periodic financial statements; and such other duties as may be required by law or as the Board may determine from time to time.

 

d)      Secretary: The Secretary will be responsible for maintaining minutes of the meetings of the Board of Directors, and Annual General Meetings and Special Meetings. The Secretary will keep the corporate Minute Book up to date; and such other duties as may be required by law or as the Board of Directors may determine from time to time. The Secretary will ensure that the list of Members is kept up to date.

 

e)    Past Chair: The Past Chair will provide advice and counsel to the Board of Directors and fulfill such other duties as may be assigned from time to time by the Chair and or Board of Directors

 

ARTICLE 11: ELECTION, TERMS, ELIGIBILITY AND TERMINATION OF OFFICERS AND DIRECTORS

Method of Election of Officers and Directors:

  1.  Nominations for members of the Board of Directors must be submitted in writing to the Chair, Nominations Committee sixty (60) days prior to the date of the Annual General Meeting after which date nominations will be deemed closed. Nominations will be accepted provided the following conditions are met:                                                                                                                                                                                                               

             1. the nominee meets the criteria, if any, for the position for which he/she is nominated.

             2. the written consent of the nominee is included in the nomination

             3. the nomination is signed by the nominator,

             4. both the nominee and the nominator must be Members in good standing of the Corporation.

  2. After receiving nominations, the Chair, Nominations Committee will present a list of all duly nominated persons to stand for election at the next Annual General Meeting. The presentation of the list of nominees will be done by posting on the Corporation’s website, at least seven (7) days prior to the Annual General Meeting.
  3. At the Annual General Meeting, the Chair will determine from the number of nominations submitted for each position whether or not a formal election is required for that position.
  4. Where an election is not called for with respect to a position, the nominee will be acclaimed. For positions where a formal election is required, voting by any means through which they can make their intentions known or voting by secret ballot will be used, at the Chair’s discretion. In the event of tie, voting by show of hands or secret ballot, at the discretion of the Chair, will be held to break the tie.
  5. If after the Annual General Meeting there are still positions unfilled, these positions will be deemed vacant.  The procedures outlined in 8.1 (b) will be followed to fill the vacant position.
  6. Directors must be Members in good standing.
  7. Officers will be appointed, from among the Directors, by the Board  of Directors at the first meeting of the Board of Directors after the Annual General Meeting

 

Length of the Terms of Directors:

  1. Directors will serve a term of two (2) years renewable through election for up to a maximum of three (3) consecutive terms. At the discretion of the Board, Directors may be permitted to serve beyond the current six (6) year limit for the purposes of continuity and succession planning.
  2. The new Directors will take over their positions as of completion of the Annual General Meeting in which the Directors were elected to the Board of Directors.
  3. Effective the 2016 Annual General Meeting the Members will elect six (6) of the Directors for a two year term. Effective the 2017 Annual General Meeting the Members will elect five (5) of the Directors for a two year term. After this time, newly elected Directors will be elected for two year terms as described in a) above.
  4. Any Officer and/or Director may leave his/her position by resigning from his/her position by providing written notice to the Chair.

 

Eligibility for Board of Directors Positions:

Any Member of the Corporation may be eligible for election as a Director provided that they are not disqualified by the Act.

 

Vacancy and Termination of Office:

The office of a Director will automatically be vacated if:

  1. the Director becomes bankrupt or suspends payment of debts generally or compounds with creditors or makes an assignment in bankruptcy or is declared insolvent; or
  2. the Director is found to be a mentally incompetent person or becomes of unsound mind; or
  3. the Director, by notice in writing to  Corporation, resigns office, which resignation will be effective at the time it is received by the Secretary of the Board of Directors or at the time specified in the notice, whichever is later; or 
  4. at a special meeting of the Board of  Directors, a resolution is passed by at least two-thirds (2/3) of the votes cast by the Directors, removing a Director before the expiration of the Directors term of office; or 
  5. if the Director dies.

The office of a Director may be vacated by a simple majority resolution of the Board:

  1. if a Director is absent without a viable reason for three (3) consecutive meetings of the Board, or if a Director is absent for one quarter (1/4) or more of the meetings of the Board in any twelve (12) month period; or
  2. if a Director fails to comply with the  Corporation’s By-Laws, policies and procedures, including without limitation, the confidentiality and conflict of interest requirements.

If a vacancy occurs at any time among the Directors either by a resignation, by death or removal by the Board in accordance with paragraph (a) above, or by any other cause, such vacancy may be filled by a qualified person appointed by the Board to serve until the next annual meeting.

At the next annual meeting in addition to the election of Directors to fill the vacancies caused by expiry of Directors’ terms, the Members will also confirm an additional Director to fill the unexpired term created by any vacancy referred to in paragraph (a) above.

Vacancies on the Board of Directors, may, at the discretion of the Board of Directors, be filled by appointment or remain vacant for the remainder of the term so long as a quorum of the Board of Directors remains.

Any vacancy in a position will be filled at the next Annual General Meeting in accordance with procedures set forth above. If there is not a quorum of the Board of Directors in office, the remaining members of the Board of Directors will call a meeting of the members to fill the vacancies or such number as required to constitute a quorum.

In the event of an Officer vacancy, Board of Directors will appoint an eligible person who meets the criteria for the position to fulfil the remainder of the term.

 

Discipline of Board of Directors:

A member of the Board of Directors may be censured, suspended, or removed from the Board of Directors for:

  1. breach of the By-laws or Rules and Regulations of  Corporation; or
  2. failing in his/her fiduciary obligation to act honestly, in good faith and in the best interests of  Corporation and its members; or   
  3. failing to exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances; or
  4. If he/she fails to attend three (3) consecutive meetings without a viable reason.

 

A motion to discipline a member of the Board of Directors may not take place unless a special meeting of the Board of Directors has been called for such purposes.

A vote of two-thirds of the votes cast is required to enforce discipline of a member of the Board of Directors.

 

ARTICLE 12: MEETINGS OF THE BOARD OF DIRECTORS

Meetings of the Board of Directors:

  1. Regular meetings of the Board of Directors will be held a minimum of eight (8) times per year or as otherwise decided by the Board of Directors at such place as from time to time is determined by the Board of Directors. An annual schedule of meetings will be prepared and distributed to the members of the Board of Directors by September 1 each year.
  2. Special meetings of the Board of Directors may be called, by the Chair or, in his/her absence, any two Directors. Notice of such special meetings must be e-mailed or telephoned to all Officers and Directors not less than one day before the meeting is to take place.
  3. A Board of Directors meeting may be held without notice immediately following the Annual Meeting of the Corporation.
  4. The Board of Directors may consider or transact any business either special or general at any meeting of the Board of Directors that relates to the activities and business of the Corporation.

 

Quorum and Manner of Action:

 Fifty (50) per cent of the members of the Board of Directors will constitute a quorum for transaction of business.

  1. A meeting of the Board of Directors at which a quorum is initially present may continue to transact business as long as a quorum is present. In the event of the withdrawal of Officers and or Directors from the meeting resulting in a loss of quorum, the meeting Chair will continue the meeting for the purposes of discussion and record. All matters requiring a vote will be deferred to the next meeting of the Board of Directors.
  2. Except where otherwise provided for in this By-law, meetings of the Board of Directors may be conducted in-person, by teleconference, videoconference or other electronic means.
  3. Actions arising from a meeting of the Board of Directors, such as a recorded vote, may be conducted in-person, by e-mail or other electronic means, teleconference or videoconference.
  4. If a Director has a conflict of interest respecting a matter subject to a vote, such Director will disclose the conflict of interest and the Director will remove themselves from the meeting until the matter has been dealt with.
  5. The Board of Directors may not vote by proxy.
  6. Motions arising at any meeting of the Board of Directors will be decided by a majority of votes of Board members present. Each Director is entitled to one vote on matters requiring a vote. In the event of a tie vote, the meeting Chair will break the tie.
  7. Except as otherwise provided by law, the Articles of  Corporation or this By-law, the act of a majority of those Directors present in person at a meeting, teleconference call or by other electronic means at which a quorum is present, will be the action of the Board of Directors.
  8. Parliamentary procedure, as specified in Robert's Rules of Order Revised, will be followed at all meetings of the Board of Directors.

 

Representations to the Board:

  1. Generally, the meetings of the Board of Directors will be open to any Members who are interested in observing the deliberations. It may be decided, though, that portions of some meetings should be held in camera. This will occur whenever, in the judgment of the Chair, circumstances to be discussed require confidentiality (e.g., where delicate matters having to do with specific individuals are on the agenda).
  2. Permission to give representations to the Board of Directors meetings may be requested by individuals or groups. Such representations to the Board of Directors must be requested in writing with the topic(s) specified. Requests should be sent to the Secretary who will forward them to the Chair. The latter will then extend the sender(s) an invitation to attend an upcoming meeting of the Board of Directors. Where possible, this will be the next Board of Directors meeting.
  3. The Board of Directors will have the right to set a reasonable time limit for such representations, although efforts will be made to see that everyone has an opportunity to be fully heard.
  4. A written reply to the representation will be sent to the presenter(s) within seventy-two (72) hours of the meeting.
  5. Written representations may also be submitted to the Board of Directors by submitting same to the Secretary. Such representations will be reviewed at the next meeting of the Board of Directors, provided that the written representations are submitted fourteen (14) days before the meeting. A written reply will then be sent to the sender(s) of the representation within forty-eight (48) hours of the meeting at which the representation was discussed.

 

Minutes of the Board of Directors Meetings:

Minutes of any regular and special meetings of the Board of Directors will be available on request from the Secretary by any Member. The minutes will be available in a reasonable time after each meeting. Material deemed confidential in nature will be deleted from minutes provided for general distribution.

 

ARTICLE 13: REMUNERATION AND CONFLICTS OF INTEREST

Remuneration of  Officers, Directors and Members:

Officers, Directors and Members will serve without remuneration. No Officer, Director or Member may directly or indirectly receive any profit from their position, but they may be reimbursed for reasonable expenses incurred in the performance of their duties.

 

Conflicts of Interest:

A  Director or Member will declare that he/she has a conflict of interest wherever they or one of their family members is directly or indirectly involved in a matter before the committee/Board of Directors of which they are a member. If said Director or Member does not declare a conflict, another Director or Member has the discretion to declare said person in conflict with proof and approval of the Board of Directors.

Once a conflict of interest has been declared, said Director or Member will be asked to withdraw and leave the meeting.  Regardless, when voting takes place on the matter in question the person in conflict will leave the meeting and does not vote.

 

Disclosure of Interests in Contracts:

Every Director or Member who is directly or indirectly interested in an existing contract or proposed contract with the Corporation will declare his/her interest and absence himself/herself from decisions and voting on matters related to the contract. A general notice given to the Board or relevant committee will be a sufficient disclosure of interest. If a member has made a declaration of his/her interest in a proposed contract he/she is not accountable to  Corporation, the Board of Directors or to any of its Members for any profit realized from the contract, and the contract is not voidable by reason only of his/her holding office or of the fiduciary relationship established thereby.

 

ARTICLE 14: STANDING COMMITTEES

The following standing committees will be constituted at the discretion of the Board of Directors each year:

Governance and Nominations Committee:

The Governance and Nominations Committee will consist of five (5) members. At least three (3) Directors and up to two (2) Members of the Corporation may be appointed to the Committee.

The Governance and Nominations Committee is responsible for maintaining and reviewing from time to time the By-Law and Governance Manual as well as developing and implementing the annual process for identifying qualified members to serve on the Board and its Committees.

   

Finance Committee:

 The Finance Committee will consist of at least three (3) and no more than five (5) members as follows:

  1. Treasurer
  2. Vice Chair,
  3. one (1) Officer or Director and
  4. Up to two (2) other Members as determined by the Board of Directors. 

The Finance Committee is responsible for providing oversight on all financial matters of the Corporation including but not limited to the recommendation of the Annual Operating Plan, and ensuring the Treasurer prepares regular reports on the financial health of Corporation.

 

Other Committees:

  1. The Board of Directors may establish any other committees, which in its opinion are necessary or advisable.  The Board of Directors will approve the terms of reference for such committee(s).
  2. Terms of reference for and appointment of members to the Standing Committees are reviewed on an annual basis by the Board of Directors. Appointment to a Standing Committee is for a one (1) year term and is renewable each year at the discretion of the Board.
  3. Chairs for the Standing Committees are appointed annually by the Board. Reference in this Article to “members” means members of the committee. Reference in this Article to “Members” will be as defined in Article 4.
  4. The Chair and Executive Director are ex-offico members of Standing Committees and Other Committees.

 

ARTICLE 15: BANKING AND EXECUTION OF DOCUMENTS

Signing Authority:

 Any two of the Chair, Vice-Chair, Secretary, Treasurer or the Executive Director, may act jointly as signing authorities in the drawing and issuing of cheques and orders for the payment of monies out of funds of the Corporation.  The Board, by resolution, may appoint such further signing officers as they may deem necessary from time to time.

 

Banking Arrangements:

The banking business of the Corporation will be transacted with such bank(s) as the Board of Directors may designate by resolution.

 

Audits:

An audit of the books must be conducted at the end of the fiscal year by such auditor as may be designated by the Board of Directors from time to time.

 

Execution of Documents:

Deeds, transfers, licenses, contracts and engagements on behalf of the Corporation will be signed by the Chair or the Treasurer; and by the Executive Director.

 

ARTICLE 16:  Protection of Directors and Officers

No Director, Officer or committee member of  the Corporation is liable for the acts, neglects or defaults of any other Director, Officer, committee member or employee of  the Corporation or for joining in any receipt or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired by resolution of the Board or for or on behalf of  the Corporation or for the insufficiency or deficiency of any security in or upon which any of the money of or belonging to the Corporation will be placed out or invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person, firm or the Corporation with whom or which any moneys, securities or effects will be lodged or deposited or for any other loss, damage or misfortune whatever which may happen in the execution of the duties of his or her respective office or trust provided that they have:

  1. complied with the Act and  the Corporation's articles and By-laws; and 
  2. exercised their powers and discharged their duties in accordance with the Act.

 

Insurance

The Corporation will purchase and maintain insurance for the benefit of any Director, Officer or other person acting on behalf of the Corporation against any liability incurred in that person’s capacity as a Director, Officer or other person acting on behalf of the Corporation, except where the liability relates to that person’s failure to act honestly and in good faith with a view to the best interests of the Corporation.

 

ARTICLE 17: Fiscal Year

Until otherwise ordered by the Board of Directors, the fiscal year of the Corporation will end on the 31st day of March in each year.

 

ARTICLE 18: Notices

Service

Any notice required to be sent to any Member or Director will be provided by telephone, delivered personally, or sent by prepaid mail, facsimile, email or other electronic means to any such Member or Director at their latest address as shown in the records of the Corporation

 

Computation of Time

The day of serving or posting of the notice will not, unless it is otherwise provided, be counted in such number of days or other period.

 

Error or Omission in Giving Notice

No error or accidental omission in giving notice of any Board meeting or any    Members’ meeting will invalidate the meeting or make void any proceedings taken at the meeting.

 

ARTICLE 19: Severability and precedence

The invalidity or unenforceability of any provision of this By-law will not affect the validity or enforceability of the remaining provisions of this By-law. If any of the provisions contained in the by-laws are inconsistent with those contained in the Articles or the Act, the provisions contained in the Articles or the Act, as the case may be will prevail.

 

ARTICLE 20: AMENDING THE BY-LAW

  1. This By-law of the Corporation may be repealed or amended if two steps are followed. First, the amendment must be approved by a majority vote of the Board of Directors. Second, to be effective, the amendment(s) must be approved by an affirmative vote of at least two-thirds (2/3's) of the members present at a Special General Meeting or at an Annual General Meeting.       
  2. Any proposed amendments to this By-law will be first submitted in writing to the Board of Directors. Provided that they are submitted not less than fourteen (14) days before the next monthly meeting of the Board of Directors. These proposals will be discussed and voted on at such up-coming meeting.
  3. After an amendment has passed by a vote of the Board of Directors, it will then be brought to either a Special General Meeting or the next Annual General Meeting, as the Board of Directors determines, for a vote on the amendment(s) by the Membership. Proposed By-law amendments will be made available to the Membership upon request seven (7) days prior to either the Special General Meeting or Annual General Meeting at which the proposed amendments will be discussed.  

 

     Enacted October 25, 2016.

                                                                                                                

     David Kuhn                                                   Catherine Trewin

     Chair                                                             Secretary