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COMMUNITY LIVING DUFFERIN

GENERAL OPERATING BY-LAW NO. 3




A by-law relating generally to the conduct of the affairs of


(an Ontario Association)

(the “Association”)

INDEX

SECTION I INTERPRETATION .................................................................................... 2

1.01 Definitions ................................................................................................. 21.02 Interpretation ............................................................................................ 3

SECTION II GENERAL ...................................................................................................3

2.01 Registered Office ....................................................................................... 32.02 Corporate Seal ........................................................................................... 42.03 Fiscal Year .................................................................................................4

2.04 Execution of Documents ........................................................................... 42.05 Spokesperson ............................................................................................ 42.06 Books and Records .................................................................................... 42.07 Banking ......................................................................................................4

2.08 Auditors .....................................................................................................4

2.09 Borrowing ..................................................................................................5

SECTION II DIRECTORS .................................................................................................5

3.01 Powers ........................................................................................................5

3.02 Number .......................................................................................................5

3.03 Qualifications ..............................................................................................

Community Living Dufferin General Operating By-law No. 3i



53.04 Election and Terms of Directors .................................................................6

3.05 Consent .......................................................................................................7

3.06 Vacation of office ........................................................................................7

3.07 Resignation ..................................................................................................7

3.08 Removal .......................................................................................................7

3.09 Filling Vacancies .........................................................................................7

3.10 Remuneration of Directors ..........................................................................8

SECTION IV MEETINGS OF DIRECTORS ....................................................................

8

4.01 Place of Meetings .......................................................................................8

4.02 Calling of Meetings ....................................................................................8

4.03 Notice of Meeting .......................................................................................8

4.04 First Meeting of New Board .......................................................................9

4.05 Regular Meetings ........................................................................................

94.06 Quorum .......................................................................................................9

4.07 Participation at Meeting by Telephone or Electronic Means ..................... 94.08 Chairperson of the Meeting ........................................................................104.09 Votes to Govern ..........................................................................................104.10 Voting Procedures .......................................................................................104.11 Non-Directors at Board Meetings ...............................................................104.12 Disclosure of Interest ..................................................................................104.13 Confidentiality ............................................................................................114.14 Delegation ...................................................................................................114.15 Executive Committee ..................................................................................12

Community Living Dufferin General Operating By-law No. 3ii



4.16 Nomination Committee ...............................................................................124.17 Standing Committees ..................................................................................134.18 Ad Hoc Committees ....................................................................................144.19 Other Committees and Advisory Bodies .....................................................144.20 Remuneration of Officers, Agents, Employees ...........................................14

SECTION V OFFICERS .....................................................................................................15

5.01 Appointment ................................................................................................155.02 Description of Offices ..................................................................................

155.03 Terms of Office ............................................................................................165.04 Vacancy in Office ........................................................................................175.05 Remuneration of Officers ............................................................................175.06 Agents and Attorneys .................................................................................175.07 Disclosure (Conflict of Interest) .................................................................17

SECTION VI PROTECTION OF DIRECTORS, OFFICERS AND OTHERS ................ 17

6.01 Limitation of Liability ................................................................................176.02 Indemnity of Directors and Officers .......................................................... 186.03 Insurance ....................................................................................................186.04 Advances ....................................................................................................19

SECTION VII MEMBERS ................................................................................................19

7.01 General Membership ................................................................................. 197.02 Honourary Life Membership .................................................................... 197.03 Rights and Responsibilities of General Membership ............................... 19

Community Living Dufferin General Operating By-law No. 3iii



7.04 Termination ............................................................................................... 197.05 Membership Year ...................................................................................... 197.06 Membership Fees ...................................................................................... 207.07 Age .............................................................................................................20

SECTION VIII MEETINGS OF MEMBERS ....................................................................20

8.01 Meeting of Members ...................................................................................208.02 Record Date .................................................................................................208.03 Annual Meetings .........................................................................................208.04 Special Meetings .........................................................................................20

8.05 Place of Meetings ........................................................................................218.06 Notice of Meetings ......................................................................................218.07 Waiving Notice ............................................................................................218.08 Persons Entitled to be Present .....................................................................218.09 Chairperson of the Meeting .........................................................................218.10 Quorum ........................................................................................................

228.11 Adjournment ...............................................................................................228.12 Absentee Voting ..........................................................................................228.13 Votes to Govern ..........................................................................................228.14 Show of Hands ...........................................................................................228.15 Ballots ........................................................................................................238.16 Resolution in Lieu of Meeting ....................................................................238.17 Rules of Order ............................................................................................23

SECTION IX NOTICES ....................................................................................................23

9.01 Method of Giving Notices ......................................................................... 23

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9.02 Computation of Time ................................................................................ 249.03 Omissions and Errors ................................................................................ 249.04 Waiver of Notice ....................................................................................... 24

SECTION X POLICIES

10.01 Board Policies ............................................................................................2410.02 By-law Policies ..........................................................................................24

SECTION XI AMENDMENTS ........................................................................................25

11.01 Amendment of Letters Patent .....................................................................2511.02 Amendment of By-laws .............................................................................25

SECTION XII IDENTIFICATION AND REPEAL OF FORMER BY-LAWS ..................25

12.01 Repeal of Former General Operating By-law .............................................25

Community Living Dufferin General Operating By-law No. 3v




A By-law relating generally to the conduct of the affairs of


(an Ontario Association)

(the “Association”)

WHEREAS the Association was granted Letters Patent by the Ontario Government under theCorporations Act (Ontario) on the 29th day of October, 1966 under the name DufferinAssociation for the Mentally Retarded.

AND WHEREAS the corporate name was changed to Dufferin Association for Community Living by Supplementary Letters Patent issued by the Province of Ontario on the 11th day of August,1987;

AND WHEREAS the corporate name was changed to Community Living Dufferin bySupplementary Letters Patent issued by the Province of Ontario on the 17th day of October, 2002;

AND WHEREAS General Operating By-law No. 1 was enacted on the 25th day of April ,1978;

AND WHEREAS General Operating By-law No. 2 was enacted on the 17th day of October, 1995;

AND WHEREAS it is determined necessary to replace General Operating By-law No. 2, withGeneral Operating By-law No. 3 herein.

NOW THEREFORE BE IT ENACTED that the following By-law be enacted as the General

Operating By-law of Community Living Dufferin as follows:

Community Living Dufferin General Operating By-law No. 31



SECTION IINTERPRETATION

I.1 Definitions

In this By-law and all other By-laws and resolutions of the Association, unless thecontext otherwise requires:

(i) “Act” means the Associations Act (Ontario), R.S.O. 1990, Ch. C.38,including any regulations made pursuant thereto, and any statute or regulations substituted therefore, as amended from time to time;

(ii) “Board” means the Board of Directors of the Association;

(iii) “By-laws” means this by-law and all other by-laws of the Association asamended and which are, from time to time, in force and effect;

(iv) “Association” means the legal entity incorporated as a Associationwithout share capital under the Act by Letters Patent dated the 29 th day of November, 1966, under the name “Dufferin Association for the MentallyRetarded”, which corporate name was changed to “Dufferin Associationfor Community Living” pursuant to Supplementary Letters Patent datedthe 11th day of August, 1987, and now known as “COMMUNITYLIVING DUFFERIN” pursuant to Supplementary Letters Patent dated the17th day of October, 2002;

(v) “Director” means a Member of the Board;

(vi) “Letters Patent” means the letters patent of the Association as amendedfrom time to time including any letters patent of continuance in the eventof subsequent substitution of the Act;

(vii) “Member” means a Member of the Association;

(viii) “Members” or “Membership” means the collective Membership of theAssociation;

(ix) “Officer” means an Officer of the Association;

(x) “Ex officio” means without appointment or election, resulting from the

holding of a particular office;

(xi) “Immediate Family” means a spouse, father, mother, son or daughter;

(xii) “Past President” means the person whose terms of office as President hasmost recently expired and who is willing to serve as such; and




(xiii) “Proxy” means a completed and executed form of proxy by means of which a Member has appointed a person as their nominee to attend and actfor them and on their behalf at a meeting of Members.

I.2 Interpretation

In the interpretation of this By-law, unless the context otherwise requires, the followingrules shall apply:

(a) except where specifically defined herein, all terms contained herein and which aredefined in the Act shall have the meanings given to such terms in the Act;

(i) words importing the singular number only shall include the plural andvice versa;

(ii) the word “person” shall include an individual, sole proprietorship, partnership, unincorporated association, unincorporated syndicate,

unincorporated organization, trust, body corporate, and a natural person inhis capacity as trustee, executor, administrator, or other legalrepresentative;

(iii) words importing the masculine gender include the feminine and neuter genders;

(iv) the headings used in the By-laws are inserted for reference purposes onlyand are not to be considered or taken into account in construing the termsor provisions thereof or to be deemed in any way to clarify, modify or explain the effect of any such terms or provisions;

(v) the By-laws of the Association shall be strictly interpreted at all times inaccordance with and subject to the contained in the Letters Patent of theAssociation, which objects for purposes of this By-law are incorporated by reference and made a part hereof; and

(vi) if any of the provisions contained in the By-laws are inconsistent withthose contained in the Letters Patent or the Act, the provisions containedin the Letters Patent or the Act, as the case may be, shall prevail.

SECTION IIGENERAL

II.1 Registered Office

The head office of the Association shall be in the County of Dufferin, in the Province of Ontario.




II.2 Corporate Seal

The seal, an impression of which is stampedin the margin hereof, shall be the seal of theAssociation.

II.3 Fiscal Year

Unless otherwise changed by resolution of the Board, the fiscal year end of theAssociation shall be the 31st day of March in each year.

II.4 Execution of Documents

Deeds, transfers, assignments, contracts, obligations and other instruments in writingrequiring execution by the Association may be signed by any two (2) of its Officers. Notwithstanding the foregoing, the Board may from time to time direct the manner inwhich 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 corporateseal thereto.

II.5 Spokesperson

The Board shall give authority to one or more Directors, Officers or employees of theAssociation to make statements to the news media or public about matters brought beforeand authorized by the Board.

II.6 Books and Records

The Board shall see that all necessary books and records of the Association required by

the By-laws of the Association or by any applicable statute or law are regularly and properly kept.

II.7 Banking

The banking business of the Association shall be transacted at such bank, trust companyor other firm or Association carrying on a banking business in Canada or elsewhere asthe Board may designate, appoint or authorize from time to time by resolution. The banking business or any part thereof shall be transacted by any two (2) Officers of theAssociation and/or other persons as the Board may by resolution from time to timedesignate, direct or authorize.

II.8 Auditors

The Members shall at each annual meeting appoint an auditor to audit the accounts of theAssociation for report to Members who shall hold office until the next following annualmeeting provided, however, the Directors may fill any casual vacancy in the office of theauditor. The remuneration of the auditor shall be fixed by the Board. The auditor maynot be a Director, Officer or employee of the Association, unless the consent of allMembers has been obtained.




II.9 Borrowing

(a) Borrowing Authority

Subject to the limitations set out in the Act, the Letters Patent of the Associationand this By-law, the Board may:

(i) borrow money on the credit of the Association;

(i) issue, sell or pledge securities of the Association; or

(ii) charge, mortgage, hypothecate or pledge all or any of thereal or personal property of the Association including book debts, rights, powers, franchises and undertakings, tosecure any securities or any money borrowed or other debtor any other obligation or liability of the Association.

(b) Authorization

From time to time, the Board may authorize any Director or Officer or other persons of the Association to make arrangements with reference to money borrowed or to be borrowed as to the terms and conditions of the loan thereof,and as to the security to be given therefore, with power to vary or modify sucharrangements, terms and conditions and to give such additional security as theBoard may authorize and generally to manage, transact and settle the borrowingof money by the Association.

SECTION III

DIRECTORS

III.1 Powers

Subject to the Act and the Letters Patent, the Board shall manage or supervise themanagement of the activities and affairs of the Association.

III.2 Number

There shall be twelve (12) Directors.




III.3 Qualifications

Each Director shall be an individual who is not less than 18 years of age and shall have been a voting Member of the Association for not less than thirty (30) calendar days prior to their election or appointment and shall remain a voting Member of the Associationthroughout their term of office. No person who has been found by a court in Canada or elsewhere to be mentally incompetent or who has the status of a bankrupt shall be aDirector. A Director must be in full agreement with the governing documents of theAssociation.

A Director appointed to fill a vacancy on the Board shall continue in office for theremainder period for which they were appointed.

Persons employed by the Association, any Member of the immediate family of anemployee of the Association and any former employee of the Association (for a period of three (3) years after termination of employment) shall not be eligible for election or appointment to the Board.

III.4 Election and Term of Directors

(a) Subject to the provisions of this By-law, Directors shall be elected by theMembers at the Annual Meeting from the slate of nominations presented by the Nomination Committee.

(b) The election of Directors at the annual meeting of Members shall be by ballot andthe Chair of the annual meeting shall declare the persons receiving the highestnumber of votes to be duly elected to the Board of Directors. In the case of a tiefor any position on the Board of Directors, a second ballot shall be cast by theMembers to determine which person among those who were tied in votes as a

result of the earlier casting of ballots at the said annual meeting shall be elected tothe position of Director.

(i) The Directors' term of office shall be three (3) years calculated from thedate of the meeting at which they are elected until the third annualmeeting next following or until their successors are elected.

(ii) Subject to the provisions of the Associations Act, Directors, other than theex-officio Director(s), shall be elected by Members entitled to vote andshall retire in rotation.

(iii) The maximum number of terms for each Director is three (3) terms of three (3) years. A Director will be eligible for re-election to the Board atthe end of his or her term up to the maximum number of terms providedthat such Director continues to meet the qualification requirements to be aDirector. Upon the completion of the maximum term on the Board, aminimum of a one (1) year absence is required before eligibility for re-election to Membership on the Board is restored.




(iv) A Director may be extended beyond the term of their Directorship if their skills and abilities are considered unique at the present time for the proper guidance and in the best interests of the Association. Such an extensionshall be for one (1) additional term of three (3) years and passed by theBoard of Directors.

III.5 Consent

No Member shall be considered a candidate for Director until they consent to their nomination.

III.6 Vacation of office

A Director ceases to hold office when the Director dies, resigns, is removed from office by the Members, becomes disqualified to serve as Director, acquires the status of a bankrupt, becomes mentally incompetent, is convicted of any criminal offence or isabsent from meetings of the Board for a cumulative total of fifty one percent (51%) or

more of the meetings during any 12 month period following his election or theanniversary of his election without providing reasonable written explanation for suchabsence based upon health considerations or other extenuating circumstances that areacceptable to the Board.

III.7 Resignation

A Director may resign from office by giving a written resignation to the Association andsuch resignation becomes effective when received by the Association or at the timespecified in the resignation, whichever is later.

III.8 Removal

Subject to the Act, the Members may, by a two-thirds (2/3) resolution passed at ameeting of Members, remove any Director from office before the expiration of theDirector’s term and may elect a qualified individual to fill the resulting vacancy for theremainder of the term of the Director so removed, failing which such vacancy may befilled by the Board. A Director shall be automatically removed from his or her office if he or she no longer fulfils all of the qualifications to be a Director in Section asdetermined in the sole discretion of the Board

III.9 Filling Vacancies

Subject to Section above and to the provisions of the Act, a vacancy on the Board may be filled for the remainder of its term by a qualified individual by resolution of a quorumof the Board. If there is not a quorum of Directors or if a vacancy results from thefailure to elect the number of Directors required to be elected at any meeting of Members, the Directors then in office shall forthwith call a special meeting of Membersto fill the vacancy and, if they fail to call a meeting or if there are no Directors then inoffice, the meeting may be called by any Member.




So long as a quorum of Directors remains in office, any vacancy occurring on the Boardshall, as much as possible, be filled for its unexpired term within sixty (60) days from thedate on which the Board declares the seat vacant either:

(i) by election if an annual Meeting of Members falls within the sixty (60)day period; or

(ii) where no annual Meeting of Members falls within the sixty (60) day period, by having those Directors remaining in office designate a suitablePerson from among the Members to fill the vacancies for the unexpiredterm, provided that such Person fulfils all the qualifications to be aDirector as set out in Section .

III.10 Remuneration of Directors

The Directors shall serve as such without remuneration and no Director shall directly or indirectly receive any profit from occupying the position of Director; provided that a

Director may be reimbursed for reasonable expenses incurred by the Director in the performance of the Director’s duties.

SECTION IVMEETINGS OF DIRECTORS

IV.1 Place of Meetings

Meetings of the Board may be held at the head office of the Association or at any other place within or outside of Canada, as the Board may determine.

IV.2 Calling of Meetings

Meetings of the Board may be called by the President, the Vice-President or by therequisition of any three (3) Directors at any time upon the said requisition beingdelivered to the Secretary.

IV.3 Notice of Meeting

Unless sent by mail, forty-eight (48) hours notice of a meeting of the Board shall begiven to each Director. Notice of any such meeting that is sent by mail shall be served inthe manner specified in Section of this By-law not less than fourteen (14) days

(exclusive of the day on which the notice is delivered or sent but inclusive of the date for which the notice is given) before the meeting is to take place. Notwithstanding theforegoing, notice of a meeting shall not be necessary if all of the Directors are present,and none objects to the holding of the meeting, or if those absent have waived notice of or have otherwise signified their consent to the holding of such meeting. Notice of anadjourned meeting is not required if the time and place of the adjourned meeting isannounced at the original meeting.




IV.4 First Meeting of New Board

Provided that a quorum of Directors is present, a newly elected Board may, withoutnotice, hold its first meeting immediately following the meeting of Members at whichsuch Board is elected.

IV.5 Regular Meetings

The Board may appoint a day or days in any month or months for regular meetings of theBoard at a place and hour to be named. A copy of any resolution of the Board fixing the place and time of such regular meetings of the Board shall be sent to each Director forthwith after being passed, and no other notice shall be required for any such regular meeting. provided that the Board shall regularly meeting a minimum of nine (9) times per years and that there be no more than ninety (90) days between such Board meetings.

IV.6 Quorum

A quorum for the transaction of business at any meeting of the Board shall be a majorityof the Directors then in office, provided that vacancies on the Board shall not be includedwhen establishing the requisite quorum; but in no case shall the quorum be less then 2/5of the Board taking into account vacancies on the Board. Only those Directors present in person, by telephone or electronically shall be counted in determining whether or not aquorum is present.

IV.7 Participation at Meeting by Telephone orElectronic Means

The Directors may, if all are in agreement and have provided their written consent, participate in a Board meeting using telephonic, electronic or other means permitting all

participants to communicate adequately with each other during the meeting providedthat:

(a) the Board of the Association has passed a resolution addressing the mechanics of holding such a meeting and dealing specifically with how security issues should be handled, the procedure for establishing quorum and recording votes; and

(i) each Director has equal access to the specific means of communication to be used.

A Director participating in the meeting by such means shall be deemed for the purposesof the Act to have been present at that meeting. A written consent pursuant to thissection may be given before or after the meeting to which it relates and may be a“blanket” consent, relating to all meetings of the Board and/or committees of the Board.

IV.8 Chairperson of the Meeting

The chairperson of Board meetings shall be the President, or the Vice-President if thePresident is absent or unable to act. In the event that the President and the Vice-President




are absent, the Directors who are present shall choose one of their number to chair themeeting.

IV.9 Votes to Govern

Each Director is authorized to exercise one (1) vote. At all meetings of the Board, everyquestion shall be decided by a majority of the votes cast on the question. In case of anequality of votes, the chairperson of the meeting in addition to an original vote shall havea second or casting vote. There shall be no proxy voting at Board meetings.

IV.10 Voting Procedures

Every question shall be decided in the first instance by a show of hands and, unless a poll(secret ballot) is demanded, a declaration by the Chair that the motion has been carried or not carried, and an entry to that effect in the minutes of the meeting shall be sufficient proof of the fact, without proof of the number or proportion of the votes accorded infavour or against such motion.

IV.11 Non-Directors at Board Meetings

Upon invitation by the Board or the President, or upon the request of one or moreMember(s) and subject to the prior approval of the Board or, if so designated by theBoard, the President, Members or other non-Directors may attend and speak at meetingsof the Board, but in no case shall a Member or non-Director be entitled to vote thereat. Non-Directors or Members may be asked to absent themselves from a meeting when theBoard or Chair decides that the agenda item to be discussed is confidential to the Board.

IV.12 Disclosure of Interest

(a) Prohibition

Save and except where specifically permitted by law and as approved by theBoard, a Director and his or her family Members shall not enter into a contract, business transaction, financial arrangement or other matter with the Associationin which the Director or any of his or her family Members has any direct or indirect personal interest, gain or benefit.

(b) Disclosure

Any Director who has any direct or indirect personal interest, gain or benefit inan actual or proposed contract, business transaction, financial arrangement or other matter with the Association as described in (a) above, whether permitted bylaw or not shall declare their interest therein at the first opportunity at a meetingof the Board.




(c) Material Interest

Notwithstanding the provisions in this Section herein, no disclosure or prohibitionof involvement is required in relation to any actual or proposed contract, businesstransaction, financial arrangement, or other matter with the Association unless thedirect or indirect personal interest, gain or benefit of the Director in such contract, business transaction, financial arrangement or other matter is of a material nature.The phrase “material nature” shall mean that the Director in question, directly or indirectly, is personally receiving a material benefit or gain of some kind, either financially or otherwise, with the determination of “material nature” in suchcircumstances to be determined by the Board from time to time, subject to theoverriding compliance with the common law concerning conflict of interest of Directors as fiduciaries and the provisions of the Act.

(d) Procedure Where Disclosure

The chair of Board meetings shall request any Director who has declared a direct

or indirect (i.e. through his or her family Members) personal interest, gain or benefit in any proposed contract, business transaction, financial arrangement, or other matter with the Association, to absent himself during the discussion of andvote upon the matter, with such action being recorded in the minutes.

(e) Consequences of Contravention

In the event that the Board proceeds with a contract, business transaction,financial arrangement, or other matter, in which a Director has a direct or indirect personal interest, gain or benefit in contravention of this section herein, save andexcept where permitted by law and approved by a resolution of a majority of thevotes cast at a Board meeting, such Director shall be required to immediately

resign from the Board, failing which he shall be deemed to have resigned fromthe Board upon the passing of a Board resolution to that effect.

IV.13 Confidentiality

Every Director, Officer, committee Member, employee and volunteer, shall respect theconfidentiality of matters brought before the Board or before any committee of theBoard, or any matter dealt with in the course of employment or involvement of such person in the activities of the Association.

IV.14 Delegation

Subject to the Act, the Board may appoint from their number a Chair Person or acommittee of Directors and delegate to the Chair Person or committee any of the powersof the Board.

IV.15 Executive Committee

(a) There shall be an Executive committee composed of the president, vice-president,treasurer and the past president. The Executive committee shall exercise such




powers as are authorized by the Board including, but not limited to, thefollowing:

(i) be responsible for the management of the affairs of the Association in the periods between meetings of the Board and, in so doing, shall possess andmay exercise all powers of the Board, subject to any restrictions or regulations which the Board may from time to time impose, and shallexclude such powers which by law must be retained by the Board itself;

(ii) act for the Board in the interim on matters requiring immediate attentionexcept matter which are counter to approved Board policies or decisions;

(iii) consider all emergency requests for funds and may, in such circumstances,authorized on behalf of the Board, expenditures not provided for in theadopted budget;

(iv) ensure the periodic review and updating of the by-laws of the Association;

and

(v) perform such other duties as may be assigned by the Board.

All actions and decisions so taken by the Executive committee shall be subject toreview by the Board at its next regular meeting but no act done or right acquired by such action shall be prejudicially affected by any amendment or rejection of such action.

(b) Executive committee Members shall receive no remuneration for serving as such, but are entitled to reasonable expenses incurred in the exercise of their duty.

(i) Notice of all meetings shall be communicated to all Members of theExecutive Committee at least seven (7) calendar days prior to the meetingexcept that such notice may be waved by consent of all Members of theExecutive Committee. If the time and place for regular meetings of theExecutive Committee are established in advance with the approval of allMembers of the Executive Committee, there shall be no need to givenotice of such regular meetings. If the Executive Committee must meetto deal with an extraordinary or emergency situation, the Secretary shallattempt to give as much notice as is possible of such a meeting, but thereis no legal requirement to do so.

IV.16 Nomination Committee

(a) The Board of Directors shall appoint a nomination committee which shall becomposed of a chairperson who is a Director of the Board, together with suchadditional Directors and/or Members in such number as may be determined bythe Board from time to time provided that a majority of the nominationcommittee Members are Directors. Vacancies of Members of the Board of thenomination committee shall be filled by the Board by those eligible to serveaccording to the aforementioned composition. No Member of the nomination




committee who is otherwise qualified shall be disqualified from nomination for any other position in the Association.

(i) The responsibilities of the nomination committee shall include solicitingfrom the Members of the Association potential nominees for election tothe Board of Directors provided that such nominations are received atleast thirty (30) calendar days prior to the annual meeting; reviewing anddetermining which nominees for election to the Board shall berecommended and presented to the Membership for consideration at theannual meeting; and presenting the said recommended nominees for election to the Board of Directors to the Membership at the annualmeeting.

(b) Any nomination committee Member may be removed by a majority vote of theBoard. Nomination committee Members shall receive no remuneration for serving as such, but are entitled to reasonable expenses incurred in the exercise of their duty.

(i) The Nominating Committee shall meet at the call of the Chair at leastthree (3) times a year.

IV.17 Standing Committees

(a) The Board of Directors may by resolution establish such standing committees asit determines necessary from time to time. The number of Members on eachstanding committee and the mandate of such standing committee may bedetermined by resolution of the Board of Directors from time to time, providedthat the chair of each standing committee is a Director appointed by the Board,the Members include one or more additional Directors appointed by the Board,

the president and the Executive Director as ex officio Members of each standingcommittee, and other individuals may be appointed as committee Members by thechair of the standing committee. The standing committees are expected to have acontinuing existence from year to year but the Board of Directors shall review onan annual basis the continuing need for each standing committee.

(i) The specific duties of each standing committee arising from the mandategiven by the Board shall be determined by such standing committee inwriting and approved by the Board; shall include the formulation andrecommendation to the Board of policies and plans affecting matters for which it is responsible, together with the observance and monitoring of

such policies and plans; shall include the keeping of minutes at eachmeeting of the committee, shall include reporting and makingrecommendations to the Board as requested by the Board; and shallrequire that the chair of each standing committee to submit a report onthat committee's activities over the past year at the annual meeting.




(b) Any standing committee Member may be removed by a majority vote of theBoard. Standing committee Members shall receive no remuneration for serving assuch, but are entitled to reasonable expenses incurred in the exercise of their duty.

(c) The standing committee shall meet at the call of the Chair at least three (3) timesa year.

IV.18 Ad Hoc Committees

(a) The Board of Directors by resolution may establish such ad hoc committees as itdetermines necessary from time to time. The mandate and numbers of Memberson each ad hoc committee shall be determined by the Board of Directors fromtime to time, provided that a majority of the Members of each ad hoc committeeshall be Members of the Association and any Members of an ad hoc committeethat are employees shall not have a vote at meetings of the said committee. Adhoc committees are formed for a specific purpose and are automatically dissolvedonce they submit their final report to the Board of Directors. However, the Board

shall review on an annual basis the continuing need for each ad hoc committee.

(b) Any ad hoc committee Member may be removed by a majority vote of the Board.Ad hoc committee Members shall receive no remuneration for serving as such, but are entitled to reasonable expenses incurred in the exercise of their duty.

(c) The ad hoc committee(s) shall meet at the call of the Chair.

IV.19 Other Committees and Advisory Bodies

The Board may from time to time appoint any committee or other advisory body, as itdeems necessary or appropriate for such purposes and, subject to the Act, with such

powers as the Board shall see fit. Any such committee may formulate its own rules of procedure, subject to such regulations or directions as the Board may from time to timemake. Any committee Member may be removed by resolution of the Board. The Boardmay fix any remuneration for committee Members who are not also Directors of theAssociation. Unless otherwise determined by the Board, a committee shall have the power to fix its quorum at not less than a majority of its Members, to elect its chairpersonand to otherwise regulate its procedure. An Advisory Committee may be formed at thediscretion of the Board.

IV.20 Remuneration of Officers, Agents,Employees

The remuneration of Officers, agents, employees and committee Members shall, subjectto the other provisions of this By-law, be fixed by the Board by resolution provided thatthe Board may delegate this function to an Officer or Officers of the Association.




SECTION VOFFICERS

V.1 Appointment

The Board may designate the offices of the Association, appoint Officers on an annual or more frequent basis, specify their duties and, subject to the Act, delegate to such Officersthe power to manage the affairs of the Association. A Director may be appointed to anyoffice of the Association. An Officer may, but need not be, a Director unless this By-lawotherwise provides. No two offices may be held by the same person. The appointedExecutive Officers of the Association (except the Secretary) shall have served on theBoard for at least one (1) year prior to appointment.

V.2 Description of Offices

Unless otherwise specified by the Board (which may, subject to the Act, modify, restrict

or supplement such duties and powers), the offices of the Association, if designated andif Officers are appointed thereto, shall have the following duties and powers associatedtherewith:

(a) President - The president shall be a Director. The president shall represent theAssociation in the community; preside at all meetings of the Membership and actas Chair of the Board and the Executive Committee; exercise general supervisionover all Association activities in accordance with policies determined by theBoard; and be a Member ex-officio of all Committees, except the NominatingCommittee.

(b) Vice-President - The vice-president shall be a Director. The Vice-President shall

assume the duties of the presidency in the absence for any reason, of thePresident; and carry out such duties as are assigned by the Board or the President.

(c) Treasurer – The treasurer shall be a Director. The Treasurer, and such other Officer(s) as may be appointed by the Board from time to time to assist theTreasurer, shall ensure general supervision over the financial administration of the Association; ensure that full and accurate accounts of all receipts anddisbursements are maintained; ensure that all monies or other valuable effects inthe name of and to the credit of the Association are deposited in such banks asmay be directed by the Board; ensure the disbursement of funds in accordancewith the direction by the Board; ensure the submission of the books of account

for audit at the close of the financial year and present the audited financialstatements to the Membership at the Annual Meeting of Members; and carry outsuch duties as are assigned by the Board or the President.

(d) Secretary - The Secretary, and other Officer(s) as may be appointed by theBoard from time to time to assist the Secretary, shall: ensure proper notice isgiven for Board meetings, Executive Committee meetings and Annual andGeneral Meetings of Members; ensure the maintenance of accurate records of allAnnual and General Meetings of Members, Board meetings and Executive




Committee meetings; ensure that Association records are regularly and properlykept and all business is conducted in accordance with any applicable statute or law, the Letters Patent and By-laws and further policies and proceduresestablished by the Board; cause to be maintained at the head office of theAssociation: a copy of the Letters Patent and of all Supplementary Letters Patentof the Association; all By-laws and resolutions of the Association, a register of Members in which is set out the names alphabetically arranged and the addressesof all persons who are Members of the Association, such lists of Members to bekept by the Association for ten years, a register of Directors in which is set outthe names, addresses and occupations of all persons who are or have beenDirectors of the Association and the date on which each Director became aDirector and, if they have ceased to be a Director; ensure the maintenance andcontrol of all correspondence; ensure receipt by the Board of all reports of theCommittee Chairs and the presentation of reports, statements, budgets or surveysrequired by the Board, Committees or outside agencies; be the custodian of theAssociation’s corporate seal and all its documents; and carry out such duties asare assigned by the Board or the President.

(e) Executive Director – The Board shall appoint an Executive Director who shallhold such position at the pleasure of the Board. Subject to any duties or responsibilities imposed or any directions given from time to time by the Board,the Executive Director shall be the chief operating Officer of the Associationresponsible for all day-to-day operation of the Association in accordance with the policies established by the Board. The Executive Director shall report to and beaccountable to the Board. The Executive Director shall be a Member ex-officioof all Committees of the Board, except the Nominating Committee. TheExecutive Director has no power to vote.

V.3 Term of Office

(a) With the exception of the Executive Director, Officers shall hold their positionfor a period of two (2) years, or, in those cases where an Officer is appointed bythe Board to fill a vacancy during the year, until the first meeting of the Boardimmediately following the annual general meeting. The office of the ExecutiveDirector shall hold office at the discretion of the Board.

(i) A Director may be extended beyond the term of their Directorship if their skills and abilities are considered unique at the present time for the proper guidance and in the best interest of the Association. Such an extensionshall be for one (1) additional term of three (3) years and passed by the

Board of Directors.

(ii) The office of the Executive Director shall hold office at the discretion of the Board.




V.4 Vacancy in Office

In the absence of a written agreement to the contrary, the Board may remove, by a two-thirds (2/3) vote, whether for cause or without cause, any Officer of the Association.Unless so removed, an Officer shall hold office until the earlier of:

(a) the expiry of the then current term of office;

(b) the Officer’s successor being appointed,

(c) the Officer’s resignation,

(d) such Officer ceasing to be a Director (if a necessary qualification of thisappointment) or

(e) such Officer’s death,

whichever shall first occur. If the office of any Officer of the Association shall be or become vacant, the Directors may, by resolution, appoint a person to fill such vacancy.

V.5 Remuneration of Officers

The remuneration of all Officers appointed by the Board shall be determined from timeto time by resolution of the Board except that no Officer who is also a Director shall beentitled to receive remuneration for acting as such. All Officers shall be entitled to bereimbursed for reasonable expenses incurred in the performance of the Officer’s duties.

V.6 Agents and Attorneys

Subject to the By-laws, the Board may authorize any Officer from time to time toappoint agents or attorneys for the Association in or out of Canada with such powers of management, administration or otherwise as the Board considers fit.

V.7 Disclosure (Conflict of Interest)

An Officer shall have the same duty to disclose such Officer’s interest in a materialcontract or transaction or proposed material contract or transaction with the Association,as is imposed upon Directors pursuant to the provisions of the Act and the By-laws.

SECTION VI

PROTECTION OF DIRECTORS, OFFICERS AND OTHERS

VI.1 Limitation of Liability

Except as otherwise provided in the Act, no Director or Officer for the time being of theAssociation shall be liable for the acts, receipts, neglects or defaults of any other Director or Officer or employee or for any loss, damage or expense happening to the Association




through the insufficiency or deficiency of title to any property acquired by theAssociation or for or on behalf of the Association or for the insufficiency or deficiencyof any security in or upon which any of the moneys of or belonging to the Associationshall be placed out or invested or for any loss or damage arising from the bankruptcy,insolvency or tortious act of any person including any person with whom or which anymoneys, securities or effects shall be lodged or deposited or for any loss, conversion,misapplication or misappropriation of or any damage resulting from any dealings withany moneys, securities or other assets belonging to the Association or for any other loss,damage or misfortune whatever which may happen in the execution of the duties of theDirector’s or Officer’s respective office or trust or in relation thereto unless the sameshall happen by or through the Director’s or Officer’s own wilful neglect or default.

VI.2 Indemnity of Directors and Officers

Subject to the Act, the Association may indemnify a Director or Officer of theAssociation, a former Director or Officer of the Association or another individual whoacts or acted at the Association's request as a Director or Officer or in a similar capacity

of another entity, and such person’s heirs and legal representatives, against all costs,charges and expenses, including an amount paid to settle an action or satisfy a judgment,reasonably incurred by such person in respect of any civil, criminal, administrative or investigative action or other proceeding in which the individual is involved because of that association with the Association or other entity if,

(a) he acted honestly and in good faith with a view to the best interests of theAssociation or, as the case may be, to the best interests of the other entity for which the individual acted as Director or Officer or in a similar capacity at theAssociation’s request; and

(b) in the case of a criminal or administrative action or proceeding that is enforced bya monetary penalty, he had reasonable grounds for believing that his conduct waslawful.

The Association may indemnify such person in all such other matters, actions, proceedings and circumstances as may be permitted by the Act or the law. Nothing inthis By-law shall limit the right of any person entitled to indemnity to claim indemnityapart from the provisions of this By-law.

VI.3 Insurance

The Association may purchase and maintain insurance for the benefit of any person

entitled to be indemnified by the Association pursuant to the immediately precedingSection, provided that due consideration is first given to the requirements under theCharities Accounting Act (Ontario) for the purchase of Directors and Officers liabilityinsurance.

VI.4 Advances

With respect to the defence by a Director or Officer of any claims, actions, suits or proceedings, whether civil or criminal, for which the Association is liable to indemnify a




Director or Officer pursuant to this By-law, the Association may advance to the Director or Officer such funds as may be reasonably necessary for the defence of such claims,actions, suits or proceedings upon written notice by the Director or Officer to theAssociation disclosing the particulars of such claims, actions, suits or proceedings andrequesting such advance.

SECTION VIIMEMBERS

VII.1 General Membership

Unless otherwise determined by the Board, a General Membership shall be open to any person who supports the purposes and objects of the Association and who pays an annualMembership due, except persons employed by the Association or by other localassociations with which the Association is affiliated.

VII.2 Honourary Life Membership

An Honourary Life Membership may be conferred by the Board on any person who hasmade an outstanding contribution to the Association or the movement as a whole.Holding of Honourary Membership shall not in itself, carry any of the rights, privilegesand responsibilities of general Membership and does not preclude the holding of GeneralMembership by eligible persons.

VII.3 Rights and Responsibilities of General Membership

It is the right and responsibility of the General Membership to be informed; to attendmeetings, to propose motions and resolutions; to speak; to vote; to hold accountablethose to who authority is delegated; and to exercise all rights and privileges vested in theMembership by the law, these by-laws and the adopted rules of the Association.

VII.4 Termination

Membership of the Association shall not be transferable and shall cease to exist upon aMember’s resignation, death or non-payment of Membership dues. Members mayresign from the Association by a resignation in writing addressed to the Association.

VII.5 Membership Year

Unless otherwise determined by the Board, a Membership year shall be the same as thecalendar year.




VII.6 Membership Fees

Membership fees shall be such as are established from time to time by the Board, but anyresolution of the Board respecting fees shall not be effective until confirmed by theMembers at an Annual, Special or Regular General Meeting of Members.

VII.7 Age

To be eligible for a Membership, a person must be eighteen (18) years of age or over.

SECTION VIIIMEETINGS OF MEMBERS

VIII.1 Meeting of Members

A “meeting of Members” or “Members’ meetings” shall include an annual meeting of Members and a special meeting of Members.

VIII.2 Record Date

The Board shall, by resolution, establish a time and date at least thirty (30) calendar daysin advance of any meeting of the Members, as the record date for the determination of those Members entitled to notice of the Members’ meeting. Any person who is not aMember as of the record date is not entitled to notice of the meeting for which the recorddate has been established.

VIII.3 Annual Meetings

Subject to the By-laws, the Board shall call, at such date and time as it determines, anannual meeting of Members for the purpose of approving the minutes from the previousAnnual Meeting, considering the financial statements and reports of the Association pursuant to the Act, electing Directors, appointing the auditor and transacting such other business as may properly be brought before the meeting, provided that the annualmeeting of Members shall be held within one hundred and eighty (180) days of the fiscalyear end date and no later than fifteen (15) months from the date of the last annualmeeting of Members.

VIII.4 Special Meetings

A Special Meeting of the Membership may be called by a majority of the Board, by thePresident or by the Vice-President in the absence of the President, or by notice in writingfrom ten (10) percent of Members in good standing. The business to be transacted at aSpecial Meeting shall be limited to that specified in the call for the meeting.




VIII.5 Place of Meetings

Meetings of Members may be held at any place within Ontario as the Board maydetermine.

VIII.6 Notice of Meetings

Notice of the time and place of a meeting of Members shall be provided in the manner provided in Section of this By-law to the following:

(a) by mail sent to each Member to the address shown on the books of theAssociation not less than twenty-one (21) days before the meeting of Members isto take place; or

(b) by publication in a newspaper in the municipality in which a majority of theMembers resides two (2) consecutive weeks before the meeting of Members is totake place.

Notice of a meeting of Members at which special business is to be transacted shall statethe nature of that business in sufficient detail to permit the Member to form a reasoned judgment on the business and provide the text of any resolution or By-law to besubmitted to the meeting. Notice of a meeting of Members must remind Members thatthey have the right to vote by proxy.

VIII.7 Waiving Notice

A Member and any other person entitled to attend a meeting of Members may in anymanner and at any time waive notice of a meeting of Members, and attendance of anysuch person at a meeting of Members is a waiver of notice of the meeting, except where

such person attends a meeting for the express purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called.

VIII.8 Persons Entitled to be Present

The only persons entitled to be present at a meeting of Members shall be those entitled tovote at the meeting, the Directors and the auditor of the Association and such other persons who are entitled or required under any provision of the Act, the Letters Patent or By-laws of the Association to be present at the meeting. Any other person may beadmitted only on the invitation of the chair of the meeting or with the consent of themeeting.

VIII.9 Chairperson of the Meeting

The chairperson of Members’ meetings shall be the president, or the vice-president if the president is absent or unable to act. In the event that the president and the vice-presidentare absent, the Members who are present and entitled to vote at the meeting shall chooseone of their number to chair the meeting.




VIII.10 Quorum

A quorum for a meeting of Members shall be the presence of ten percent (10%) of theMembership or ten (10) Members, whichever number is less, who are either present in person or represented by proxy, provided that a majority of the said Members inattendance at a Members’ meeting are not Directors. No business shall be transacted inthe absence of a quorum, except to take measures to obtain a quorum, to fix the time towhich to adjourn or to take a recess.

VIII.11 Adjournment

The chairperson of any meeting of Members may with the consent of the meetingadjourn the same from time to time to a fixed time and place and no notice of suchadjournment need be given to the Members. Any business may be brought before or dealt with at any adjourned meeting that might have been brought before or dealt with atthe original meeting in accordance with the notice calling the same.

VIII.12 Absentee Voting

Subject to compliance with the Act, in addition to voting in person, every Member entitled to vote at a meeting of Members may vote by any of the following means:

(a) by appointing in writing a proxyholder or one or more alternate proxyholderswho need not be Members, as the Member's nominee to attend and act at themeeting in the manner and to the extent and with the authority conferred by the proxy;

(b) except where the Act requires a meeting of Members with respect to the matter to be voted on by the Members, by using a mailed-in ballot in the form provided by

the Association;

VIII.13 Votes to Govern

At all meetings of the Members, every question shall be determined on a show of hands by a majority of votes cast unless otherwise specifically provided by the Act or by thisBy-law. In case of an equality of votes, the chairperson of the meeting in addition to anoriginal vote shall have a second or casting vote.

VIII.14 Show of Hands

Subject to the Act and this By-law, except where a ballot is demanded, voting on anyquestion proposed for consideration at a meeting of Members shall be by show of hands,and a declaration by the chair of the meeting as to whether or not the question or motionhas been carried and an entry to that effect in the minutes of the meeting shall, in theabsence of evidence to the contrary, be evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the motion.




VIII.15 Ballots

For any question proposed for consideration at a meeting of Members, either before or after a vote by show of hands has been taken, the chair of the meeting, or any Member or proxy holder may demand a ballot, in which case the ballot shall be taken in such manner as the chair directs and the decision of the Members on the question shall be determined by the result of such ballot.

VIII.16 Resolution in Lieu of Meeting

Except where the Act requires a meeting of Members with respect to the matter to bevoted on by the Members, a resolution in writing, signed by Members entitled to vote onthat resolution at a meeting of Members, is as valid as if it had been passed at a meetingof Members. A majority vote of the Members shall be required to approve any matter that can be voted on by written resolution. A copy of every resolution referred to aboveshall be kept with the minutes of meetings of Members.

VIII.17 Rules of Order

Any questions of procedures at or for any meetings of the Members, which have not been provided for in this By-law or by the Acts, shall be determined by the chairperson of themeeting in accordance with the most current edition of Robert’s Rules of Order.

SECTION IXNOTICES

IX.1 Method of Giving Notices

Any notice, communication or other document required to be given by the Association toa Member, Director, Officer, or auditor of the Association pursuant to the Act, theLetters Patent or By-laws or otherwise shall be sufficiently given to such person if:

(a) delivered personally, in which case it shall be deemed to have been given when sodelivered,

(b) delivered to such person’s recorded address by courier or other similar means, inwhich case it shall be deemed to have been given when so delivered,

(c) mailed to such person at their recorded address by prepaid ordinary mail, in

which case it shall be deemed to have been given on the fifth day after it isdeposited in a post office or public letter box, or

(d) to such person by electronic means such as e-mail or facsimile, in which case itshall be deemed to have been given when it is so transmitted without subsequenterror notification,




at such person’s latest address as shown in the records of the Association and to theauditor at its business address, or if no address be given therein then to the last address of such Member or Director known to the Secretary.

IX.2 Computation of Time

Where a given number of days' notice or notice extending over a period is required to begiven under the By-laws, the day of service, posting or other delivery of the notice shallnot, unless it is otherwise provided, be counted in such number of days or other period.

IX.3 Omissions and Errors

The accidental omission to give any notice to any Member, Director, Officer, Member of a committee of the Board or auditor, or the non-receipt of any notice by any such personor any error in any notice not affecting its substance shall not invalidate any action takenat any meeting to which the notice pertained or otherwise founded on such notice, provided that no Member objects in writing to the President of such omission or

irregularity within thirty (30) days after the date of such meeting.

IX.4 Waiver of Notice

Any Member, proxyholder, Director, Officer, Member of a committee of the Board or auditor may waive or abridge the time for any notice required to be given to such person,and such waiver or abridgement, whether given before or after the meeting or other eventof which notice is required to be given shall cure any default in the giving or in the timeof such notice, as the case may be. Any such waiver or abridgement shall be in writingexcept a waiver of notice of a meeting of Members or of the Board or of a committee of the Board, which may be given in any manner.

SECTION XPOLICIES

X.1 Board Policies

The Board may adopt, amend, or repeal by resolution such Board policies that are notinconsistent with By-laws of the Association relating to the management and operation of the Association as the Board may deem appropriate from time to time. Any Board policyadopted by the Board shall continue to have force and effect until amended, repealed, or replaced by a subsequent resolution of the Board.

X.2 By-law Policies

The Board may, from time to time, prescribe, amend or repeal By-law policies, whichdeal with matters that the Members or the Board considers necessary to require theapproval of Members. By-law policies may be prescribed, amended or repealed byresolution of the Board, but any such by-law policy, amendment thereto or repealthereof, shall have force and effect only after it has been confirmed by two-thirds




(2/3rds) of the votes cast by the Members present and voting at a meeting called for that purpose.

SECTION XIAMENDMENTS

XI.1 Amendment of Letters Patent

Notwithstanding the Act, the Letters Patent of the Association may only be amended byseventy-five percent (75%) of the votes cast at a Board meeting called for that purposeand sanctioned by an affirmative seventy-five percent (75%) of the votes cast at aMembers’ meeting duly called for the purpose of considering the said amendment, provided that notice of such Members meeting shall be given at least thirty (30) days prior to such Membership meeting and provided further that the notice shall state the proposed amendment and the purpose thereof.

XI.2 Amendment of By-laws

The By-laws of the Association not embodied in the Letters Patent may be repealed or amended by By-law and enacted by a two-thirds (2/3) of the votes cast at a meeting of the Board duly called for that purpose and sanctioned by an affirmative two-thirds (2/3)of the votes cast at a meeting of the Members duly called for the purpose of consideringthe said By-law. Except as otherwise provided, a By-law or an amendment to a By-law passed by the Board has full force and effect from the time the motion is passed or fromsuch future time as may be specified in the motion. A By-law or an amendment to a By-law passed by the Board shall be presented for confirmation at the next annual meetingof Members or to a special general meeting of Members of the Association called for that

purpose. The Members at the annual meeting or special general meeting may confirm theBy-law as presented or reject or amend it, and if rejected, it thereupon ceases to haveeffect, and if amended, it thereupon takes effect as amended. Any rejection, amendmentor refusal to approve the By-law or part of the By-law made in accordance with thisSection shall not invalidate any act done or right acquired under any such By-law prior toits rejection, amendment or refusal to approval.

SECTION XIIIDENTIFICATION AND REPEAL OF FORMER BY-LAWS

XII.1 Repeal of Former General Operating By-law

General Operating By-law No. 2 enacted on the 27th day of June, 2000, is hereby repealedand replaced by General Operating By-law herein effective immediately upon theenactment of this By-law at the time of adoption by the Board of the Association.

The said repeal of By-law No. 2 shall not affect the previous operations of such By-lawso repealed or affect the validity of any act done or right, privilege, obligation or liability




acquired or incurred under the validity of any contract or agreement made pursuant toany such By-law prior to its repeal. All Officers and persons acting under such By-lawsso repealed shall continue to act as if appointed under the provisions of this By-law. AllBoard or Members’ resolutions, with continuing effect, passed under such repealed By-laws shall continue to be valid, except to the extent inconsistent with this By-law, anduntil amended or repealed.

ENACTED this ____________ day of ____________, 2008.

President

Secretary

CONFIRMED by the Members of the Association this ________ day of ______, 2008.

____________________________ Secretary