This is the bylaw 5 as approved by the board of directors, the Minister of Community, Family and Children's Services and the Dufferin Children's Aid membership, fulfilling all of the legal requirements for adoption. ---------------------------------------------------- THE CHILDREN'S AID SOCIETY OF THE COUNTY OF DUFFERIN BY-LAW NO 5 A By-Law relating generally to the conduct of the affairs of The Children's Aid Society of the County of Dufferin WHEREAS by Letters Patent, dated the 8th day of March 1934, and by Supplementary Letters Patent dated March 20th, 1978 and August 16th, 1994, the Children's Aid Society of the County of Dufferin was incorporated, AND WHEREAS the Society wishes to revise its By-Law respecting the conduct of the affairs of the Society; BE IT ENACTED as a By-Law of the Children's Aid Society of the County of Dufferin as follows: INTERPRETATION 1.01 In this By-Law and all other By-Laws and resolutions of the Children's Aid Society of the County of Dufferin, unless the context requires otherwise: a) the singular includes the plural; b) the masculine gender includes the feminine; c) "Board" means the Board of Directors of the Children's Aid Society of the County of Dufferin; d) "By-Law" includes this By-Law and all other By-Laws of the Children's Aid Society of the County of Dufferin which have been approved by the Minister of Community, Family and Children's Services or his or her delegate; e) "Committee" means any permanent or ad hoc committee as the Board may establish, having such powers and duties as the Board may determine; f) "Corporation" means The Children's Aid Society of the County of Dufferin unless otherwise noted; g) "Director" means any natural person who, meeting the eligibility requirements as detailed in this By-Law, and the provisions of the Corporation Act, has been elected to the office of Director. h) "documents" includes deeds, mortgages, hypothecs, charges, conveyances, transfers and assignments of property, real or personal, immoveable or moveable, agreements, releases, receipts and discharges for the payment of money or other obligations, conveyances, transfers and assignments of shares, bonds, debentures or other securities and all paper writings; i) "Letters Patent" means the Letters Patent and any Supplementary Letters Patent; j) "Member" means any individual or corporation accepted into the Society who meets the requirements for a Regular Member as detailed in section 5.04 or for a honorary Member, as detailed in section 5.06; k) "Ongoing Protection Service" means a parent, as defined in Part III of the Child and Family Services Act, has an open protection file with the Children's Aid Society of the County of Dufferin since a child in their care and custody is determined to be a child in need of protection, as defined in the Child and Family Services Act. l) "Record Date" means a date and time established by resolution of the Board, as detailed in section 12.03; m) "Resolution" means a motion or resolution passed by either the Directors or Members, including those represented by proxy (where applicable), by a simple majority of fifty-one percent(51%) of those voting, unless the Act or this By-law otherwise requires; n) "Society" means the Children's Aid Society of the County of Dufferin; o) "The Corporation Act" means The Corporations Act, RSO 1990, C 38, as amended, and any statute enacted in substitution therefor from time to time; "The Child and Family Services Act" means The Child and Family Services Act, 1990, C 11, as amended and any statute enacted in substitution therefor from time to time. 1.02 All terms defined in The Corporations Act have the same meanings in this By-Law and all other By-Laws and resolutions of the Society. HEAD OFFICE 2.01 The head office of the Society shall be in the Town of Orangeville in the Province of Ontario, and at such place therein as the Board may from time to time determine. GEOGRAPHICAL AREA SERVED 3.01 The Society shall exercise its statutory authority under The Child and Family Services Act in the County of Dufferin. SEAL 4.01 The seal impressed on the right margin of this By-Law shall be the corporate seal of the Society. MEMBERSHIP 5.01 Classes of Members - The Society shall have two (2) classes of members - regular and honorary. 5.02 Membership Year - The membership year of the Society shall coincide with its fiscal year. 5.03 Membership Dues - A Member must pay a Membership due each Membership Year. Membership dues shall be such as are established from time to time by Resolution of the Board. Notice of assessment of dues for the next following membership year shall be mailed to each regular member at least thirty (30) days prior to the end of the current membership year. 5.04 Regular Members - any person a) who is an individual eighteen (18) years of age or over and resides in, or owns property in or carries on business in the area served by the Society, or that is a corporation which owns property in, has its head office in or carries on business in the area served by the Society; b) who notifies the Secretary of the Society in writing of his desire to become a member; c) who completes and signs a membership form, each membership year, prescribed by the Board from time to time; and d) who pays the annual membership dues as prescribed by section 5.03; shall be a regular member of the Society for the membership year for which the dues are paid. 5.05 Termination of Regular Membership - A regular membership in the Society is not transferable and automatically terminates a) if the Member resigns as a Member of the Society or dies; or b) if the Member is removed by the adoption of a resolution passed by a two-thirds majority of the Members voting at any meeting of the Society; or c) if an assessment of membership dues under the authority of section 5.03 of this By-Law remains unpaid for more than thirty (30) days following the date on which the notice of assessment is mailed to the member. 5.06 Honorary Members - The Board may, by resolution, nominate any person aged eighteen (18) or over who has given distinguished service to the Society, or whom the Board otherwise deems appropriate, as an Honorary Member of the Society for any specified period or for life. Upon accepting the Board's nomination, the nominee becomes an Honorary Member of the Society of for the period so designated by the Boards resolution. No more than five (5) Honorary Members may be created in any one membership year. Honorary membership terminates at the end of the designated period or earlier by resolution of the Board or if the Honorary Member resigns or dies. An Honorary Member is exempt from membership dues. 5.07 Eligibility for Office - Except as limited in section 6.05 of this By-Law, each Regular and Honorary Member is eligible for election to the Board and election or appointment, as the case may be, to the other offices of the Society. DIRECTORS 6.01 Board Composition - The affairs of the Society shall be managed by a Board of twelve (12) Directors. Every Director shall maintain membership in the Society during his term as Director. A Director will no longer qualify to be a Director if he is no longer a Member of the Society. 6.02 Rotating Directors - As the Supplementary Letters Patent provide, Directors shall be elected and shall retire on a rotation basis. 6.03 Election - At each annual meeting following the annual meeting in which the rotation system is implemented, four (4) Directors shall be elected to hold office until the end of the third full year after that date, four (4) shall be elected to hold office until the end of the second full year after that date, and four (4) shall be elected to hold office until the end of the first full year after that date. Subsequently, at each annual meeting, Directors shall be elected to fill the positions of those Directors whose term of office has expired and each Director so elected shall hold office until the end of the third full year after his election. 6.04 Re-Election - A Director is not eligible for re-election after having served as a member of the Board for a total of six (6) consecutive years until a period of eleven (11) months has elapsed from the date of his retirement. The six (6) year period shall not include any months or years in which the Director has served as a replacement Director by filling a vacancy in the office of another Director. 6.05 Eligibility - Each candidate for Director and each Director, on a continuous basis after their election, shall meet the following eligibility requirements; (a) A Director shall be a natural person at least eighteen (18) years of age; (b) A Director shall be a Member of the Society at the time of his nomination or shall become a Member of the Society within ten (10) days of becoming a Director and shall maintain his Membership with the Society while acting as a Director; (c) A Director may not be an undischarged bankrupt or a mentally incompetent person; (d) A Director may not be a solicitor acting for the Society or for any client or party adverse in interest to the Society; (e) A Director may not be the subject of a protection investigation, ongoing protection service or protection court application undertaken by the Society or involved, indirectly, through a related person by either blood, marriage or adoption, who is the subject of a protection investigation, ongoing protection service or protection court application undertaken by the Society; and (f) A Director may not be an employee of the Society, in accordance with the provisions of the Child and Family Services Act. 6.06 Nomination - Any person or Member may make a recommendation for a candidate for Director to the Nominating Committee. Each candidate for Director shall be nominated by the Nominating Committee at least thirty (30) days prior to the meeting at which directors are to be elected. No individual shall be considered a candidate for director until he consents in writing to his nomination. 6.07 Removal of Directors - The Members may, by Resolution passed by at least two-thirds (2/3) of the votes cast at a general meeting of which notice specifying the intention to pass the Resolution have been given, remove any Director before the expiration of his term of office as a result of a conflict of interest, ineligibility or otherwise, and may, by a majority of the votes cast at that meeting, elect any Member in his stead for the remainder of his term. 6.08 Non-Remuneration of Directors - The Directors shall serve as such without remuneration and no member of the Board, either directly or indirectly, shall receive any profit from his or her position as such, provided that Directors may be reimbursed for reasonable expenses incurred by them in the performance of their duties. 6.09 Conflict of Interest - a) Prohibition - Save and except where permitted by law, Directors and their spouses, children, parents, siblings or the spouses of such children, parents or siblings, who are living with and/or are financially supporting or supported by the Director, shall not enter into a contract, business transaction, financial arrangement, or other matter with the Society in which they have any direct or indirect personal interest, gain or benefit. b) Disclosure - Subject to Section 71 of the Act and the relevant provisions of the Municipal Conflict of Interest Act, as amended, any Director who has any direct or indirect personal interest, gain or benefit in an actual or proposed contract, business transaction, financial arrangement or other matter, with the Society as described above, whether permitted by law or not, shall declare his personal interest therein at the first opportunity of a meeting of the Board. c) Procedure Where Disclosed - The chairperson shall request any Director who has declared a direct or indirect personal interest, gain or profit, in any proposed contract, business transaction, financial arrangement, or other matter, with the Society to absent himself during the discussion of and vote upon the matter, with such action being recorded in the minutes. d) Consequence 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 the above, save and except where permitted by law, such Director shall be required to immediately resign from the Board. BOARD MEETINGS 7.01 Quorum - A quorum for the transaction of business at any meeting of the Board of Directors shall be a majority of the Board, regardless of vacancies. Only those directors present in person shall be counted in determining whether or not a quorum is present. 7.02 Vacancies - Subject to section 6.03 of this By-Law, so long as quorum of Directors remains in office, any vacancy occurring in the Board of Directors shall be filled for its unexpired term within ninety (90) days from the date on which the Board declares the seat vacant either a) by election at an annual meeting, where the annual meeting falls within the ninety (90) day period, or b) where no annual meeting falls within the ninety (90) day period, by having those Directors remaining in office designate a suitable individual from among the Members of the Society. If no quorum of Directors remains in office, the Directors shall forthwith call a general meeting of the Members to fill the vacancies for their expired terms. 7.03 Attendance - Any Director who fails to attend, without reasonable cause as determined by the Board, fifty (50) percent of the Board meetings held in any one fiscal year period or three (3) consecutive meetings of the Board shall, if the Board by resolution so decides, be disqualified from serving as a Director. Any Director so disqualified shall thereupon cease to be a Director. The vacancy so created may be filled in the manner prescribed in section 7.02 of this By-Law. 7.04 Location of Meetings - Meetings of the Board may be held at the Head Office of the Society or at any place within the area served by the Society, as designated in the notice calling the meeting. 7.05 Number of Meetings - The Board shall hold at least nine (9) meetings in each fiscal year. Meetings of the Board may be called at any time by the President at his own behest or at the request of any four (4) directors. 7.06 Open Board Meetings - All meetings of the Board shall be open to all Members of the Society and to such other persons or classes of persons as the Board from time to time by resolution determines, unless the Board by resolution requires that any Board meeting or part thereof shall be held in camera. Unless the Board by resolution determines otherwise, no one other than a director shall have the right to participate in discussion at any Board meeting. No one other than a director shall vote on any question proposed for consideration at any Board meeting. The Board shall keep a record of all resolutions to hold Board meetings or parts thereof in camera pursuant to this section, which record shall include the resolution and the reasons therefor. 7.07 Notice of Directors - Notice of Board meetings shall be delivered, mailed or telephoned to each Director not less than five (5) days before the meeting is to take place. In the event of an emergency, notice of Board meetings shall be made by telephone, e-mail or facsimile to each director not less than twenty four (24) hours in advance. The statutory declaration of the Secretary or President that notice has been given pursuant to this By-Law shall be sufficient and conclusive evidence of the giving of such notice. No formal notice of a meeting is necessary if all the directors are present or if those absent have signified their consent in writing to the meeting being held without notice in their absence. 7.08 Notice to Members - The Board shall establish procedures for giving the Members of the Society complete and timely notice of the day, time and place of all meetings of the Board. The computation of time for notice shall be governed by section 20.03 of this By-Law. 7.09 Regular Meetings - The Board may designate one or more days in any month or months of the year as the date or dates on which regular meetings of the Board will be held at a place and time named. If this is done and proper notice is given, no individual notice of any regular Board meetings need be given. The Board shall hold a meeting within seven (7) days following the annual meeting of the Society for the purposes of organization, the election and appointment of officers and the transaction of any other business. 7.10 Telephone Participation - If all of the Directors consent thereto generally or in respect of a particular meeting, one or more Directors may participate in a meeting of the Board or of a Committee of the Board by means of such telephone, internet, electronic, or other communication facilities as permit all Directors participating in the meeting to communicate with each other simultaneously and instantaneously and a Director participating in such a meeting by such means is deemed to be present at the meeting. The required procedures for holding a meeting of Directors will apply to such meeting held by telephone, internet, electronically or otherwise. 7.11 Voting - So long as a quorum is present and unless otherwise required by this By-Law, questions arising at any meeting of the Board shall be decided by a majority of the directors present and voting. There shall be no proxy voting. In the case of an equality of votes, the Chairperson, in addition to his original vote, has a second or casting vote. At all meetings of the Board, every question shall be decided by a show of hands unless a poll on the question is required by the Chairperson or requested by any director. Polls shall be conducted by secret ballot. A declaration by the Chairperson that a resolution has been carried and an entry to that effect in the minutes is conclusive evidence of the fact without proof of the number or proportion of votes recorded in favour of or against the resolution. 7.12 Minutes - The minutes of each Board meeting shall be submitted to the Board for its approval at the next following Board meeting and once approved, copies shall be made available to each Director. OFFICERS 8.01 General a) The Board shall annually, or as often as may be required, elect a President and one or more Vice-Presidents, and appoint a Secretary and a Treasurer from among themselves. One person may hold more than one office except the offices of President and Vice-President. If the same person holds the offices of Secretary and Treasurer, he shall be known as the Secretary-Treasurer. Each office of the Society shall serve only so long as he is a Director. b) The Board may appoint such other officers and agents as it considers necessary and all officers shall have, in addition to those powers set out in this By-Law, the authority to perform the duties from time to time prescribed by the Board. The Board may by resolution remove at its pleasure any officer of the Society. c) The duties of any officer may be delegated to an employee or employees of the Society. The officer who so delegates his duties shall remain responsible for any and all actions of the employees in question. 8.02 President - The President shall, when present, preside as Chairperson at all meetings of the Board, the Executive Committee of the Board and the Members. The President shall supervise the affairs and operations of the Society, sign all documents requiring his signature, and have the other powers and duties from time to time prescribed by the Board or incident to his office. The President shall be an ex officio member of all committees. 8.03 Vice-President - When the president is absent or unable to act, the Vice-President may exercise all the powers and duties of the President. In the event that the President and the Vice-President are both absent, the Board may nominate one of its members to preside as Acting President and, while so acting, the Acting President shall have the powers and duties of the President. The Vice-President shall also perform the other duties prescribed from time to time by the Board or incident to his office. 8.04 Secretary - The Secretary shall perform or cause to be performed all secretarial functions for the Board and the Executive Committee of the Board. The Secretary shall keep or cause to be kept a correct record of the proceedings and transactions of all meetings of the members, the Board, and the Executive Committee of the Board. The Secretary shall give all notices required to be given to members, directors and others. The Secretary shall be the custodian of the corporate seal of the Society and of all books, papers, records, correspondence and documents belonging to the Society. The Secretary shall perform the other duties from time to time prescribed by the Board or incident to his office. 8.05 Treasurer - The Treasurer shall keep or cause to be kept full and accurate accounts of all receipts and disbursements of the Society in proper books of account and shall deposit or cause to be deposited all monies or other valuable effects in the name and to the credit of the Society in such banks, trust companies or other financial depositories from time to time designated by the Board. The Treasurer shall disburse or cause to be disbursed the funds of the Society under the direction of the Board, taking proper vouchers therefor, and shall render to the Board whenever required of him an account of all his transactions as Treasurer and of the financial position of the Society. He shall co-operate with the auditors of the Society. The Treasurer shall perform the other duties from time to time prescribed by the Board of incident to his office. 8.06 Executive Director - The Executive Director is the Chief Executive Officer of the Society and is responsible to the Board for the day-to-day operations and management of the Society. The Executive Director assumes the duties and responsibilities of a local director as set out in the Child and Family Services Act. The Executive Director attends all meetings of the Board and Committees of the Board. The Board shall from time to time appoint an Executive Director who shall have such duties as are determined by the Board, in addition to those set out for a local director in the Child and Family Services Act. The Executive Director shall remain in office at the pleasure of the Board or until the Board accepts his resignation. EXECUTIVE COMMITTEE 9.01 Composition - The Board shall elect annually, within thirty (30) days of the annual meeting of members, or as often as may be required, from among its number, a six-member Executive Committee consisting of the President, the Treasurer, and four (4) other directors. Each member of the Executive Committee shall serve for a term of no more than one (1) year, subject to re-election. A majority of the Executive Committee present in person constitutes a quorum for the transaction of business at a meeting of the Executive Committee. If and whenever a vacancy exists in the Executive Committee, so long as a quorum remains in office, the remaining Members may exercise all the powers of the Executive Committee. The Board shall, within 60 days after a seat on the Executive Committee is vacated, fill the vacancy by election from among the Members of the Board. 9.02 Transaction of Business - No business may be transacted by the Executive Committee except at a meeting of its members at which a quorum of the Executive Committee is present. 9.03 Powers - During the intervals between the meetings of the Board, the Executive Committee shall posses and may exercise (subject to any regulations which the Board may from time to time impose) all the powers of the Board in the management and direction of the affairs and business of the Society (save and except only such acts as must by law be performed by the Board itself) in such manner as the Executive Committee shall deem best for the interests of the Society in all cases in which specific directions have not been given by the Board. 9.04 Notice of Executive Committee Meetings - Notice of Executive Committee meetings shall be delivered, mailed or telephoned to each member of the Executive Committee not less than three (3) days before the meeting is to take place. In the event of an emergency, notice of Executive Committee meeting shall be made by telephone, e-mail or facsimile to each Executive Committee member not less than twenty four (24) hours in advance. The statutory declaration of the Secretary or President that notice has been given pursuant to this By-Law shall be sufficient and conclusive evidence of such notice. No formal notice of a meeting is necessary or if those absent have signified their consent to the meeting being held without notice and in their absence. 9.05 Voting - So long as a quorum is present, questions arising at any meeting of the Executive Committee shall be decided by a majority of the members of the Executive Committee present and voting. There shall be no proxy voting. In the case of an equality of votes, the Chairperson of the Executive Committee, in addition to his original vote, has a second or casting vote. At all meetings of the Executive Committee, every question shall be decided by a show of hands unless a poll on the question is required by the Chairperson of the Executive Committee. Polls shall be conducted by secret ballot. A declaration by the Chairperson of the Executive Committee that a resolution has been carried and an entry to that effect in the minutes is conclusive evidence of the fact without proof of the number or proportion of votes recorded in favour of or against the resolution. 9.05 Location of Meetings - Meetings of the Executive Committee may be held at the Head Office of the Society or at any other place in the area served by the Society, as designated by the Executive Committee in the notice calling the meeting. 9.07 Minutes - The minutes of the meetings of the Executive Committee shall be submitted to the Board at the next Board Meeting following the meeting of the Executive Committee or at any time upon request by the Board. OTHER COMMITTEES 10.01 General - There shall be a Nominating Committee and such other permanent and ad hoc committees as the Board may from time to time by By-Law or resolution establish, having such powers and duties as the Board may determine. Except as otherwise provided in this By-Law, a) the Chairperson of each committee must be a Director and appointed by the Board; b) other members of the committee may, but need not be Directors; c) members of the committee shall be appointed by the Chairperson of the committee and approved by the Board. d) each committee shall keep records, shall report to the Board at regular intervals and at any time upon request and shall be responsible to the Board; and e) each committee shall have the power to appoint one (1) or more subcommittees. 10.02 Purpose - Each committee established by the Board shall consider, report and make recommendations to the Board on any matter referred to the committee by the Board. 10.03 Duties - The duties of each committee shall include, but not be limited to, all the responsibilities assigned to it by By-Law. The Board may at any time by resolution assign additional responsibilities to a committee. 10.04 Nominating Committee - The Nominating Committee shall consist of five (5) Members, three (3) of whom must be Directors. Candidates running for the Office of Director must be recommended by the Nominating Committee in accordance with the requirements of section 6.06 of this By-Law. The Nominating Committee shall then nominate those candidates who adequately represent the constituency served by the Society. The Board may establish written policies with respect to what constitutes adequately representing the constituency, which may be modified by the Board from time to time. The Nominating Committee shall fully explain to potential candidates their duties and responsibilities as directors and shall obtain from each candidate the consent required under section 6.06 and from each newly-elected director the consent required under section 6.07 of this By-Law. Prior to the annual meeting, the Nominating Committee shall prepare a slate bearing the names of all nominated candidates running for director. The Nominating committee shall prepare or have prepared a brief biographical sketch of each candidate and shall mail, at least fourteen (14) days prior to the annual meeting, by prepaid post to all persons who are members of the Society as of the Record Date, a list of all the candidates along with their biographical sketches. The Nominating Committee shall make recommendations to the Board respecting any vacancy on the Board. The Nominating Committee shall ensure that an orientation and training program is established for newly-created Directors. The Nominating Committee shall ensure that the attendance of Directors at meetings of the Board is monitored and that regular reports are submitted to the Board regarding attendance. The Nominating Committee, or its designate, shall consult with those Directors who are not regularly attending Board meetings or who fail to attend the minimum number of meetings and shall make recommendations to the Board regarding the removal of inactive Directors. 10.05 Standing Committees - In addition to the Executive Committee and Nominating Committee, there shall be the following Standing Committees of the Board; 1. Personnel 2. Program 1) A Personnel Committee shall be appointed composed of the Chairperson, who shall be a Director, and three additional Directors. Non management staff shall annually select three representatives who shall attend meetings of the personnel committee to represent their interest and management staff, other than the Executive Director, shall annually select one representative who shall attend meetings of the personnel committee to represent their interest. Only Directors have the right to vote at committee meetings. The Local Director shall attend all Personnel Committee meetings. The duties of the Personnel Committee shall include, but not be limited to the following responsibilities: the Personnel Committee shall establish policies and procedures regarding salaries, fringe benefits, hours and working conditions that permit the employment and retention of qualified staff. 2) One or more Program Committees shall be appointed, each composed of a Chairperson, who shall be a Director, and as many other Directors as determined by the board. In addition, each Program Committee shall appoint at least one community member to sit on it's committee, without voting rights. The Executive Director shall attend all meetings of each Program Committee. The duties of each Program Committee shall include, but not be limited to, the following responsibilities: each Program Committee shall consult with the Executive Director and staff and shall maintain a continuing examination of the Society services and practices and shall establish policies and procedures to assure that all services provided by the Society are consistent with the overall goals and purposes of the Society. As well, each Program Committee shall oversee the financial affairs of the program assigned to it, on behalf of the Board of Directors, it shall prepare and present the annual budget for each program, and supervise the investment of Society funds and any borrowing on behalf of the Society for the program assigned to it. Finally each Program Committee shall develop means aimed at informing others about the Society by the dissemination of information; its goal is to enhance the public's understanding of the Society's services. GRIEVANCE PROCEDURES 11.01 The Board may establish written policies with respect to complaints or grievances lodged by Society wards, children in care, other Society clients, foster parents, volunteer workers, members and such other groups as the Board by resolution deems appropriate. The Board may establish in writing procedures or mechanisms whereby complaints or grievances can be reported, documented, heard if a hearing is necessary, and resolved. The policies and procedures with respect to grievances may be implemented through the use of a committee or in such other manner as the Board by resolution shall from time to time determine. The Board shall keep a written record of the number, types and resolutions of grievances lodged. MEMBER'S MEETINGS 12.01 Annual Meeting - The annual meeting of the Society shall be held within six (6) months following the end of the Society's fiscal year and within fifteen (15) months after the holding of the last preceding annual meeting at a time, date and place within the area served by the Society as determined by the Board for the purposes of: a) hearing and receiving the reports and statements required by the Corporation Act to be read at and laid before the Society at an annual meeting; b) electing Directors; c) appointing the auditor and fixing or authorizing the Board to fix remuneration; and d) transacting any other business properly brought before the meeting. 12.02 Special Meeting - The Board may at any time call a special meeting of Members for the transaction of any business, the special nature of which is specified in the notice calling the meeting. A special meeting of Members may be held at any place at which an annual meeting of Members may be held. A special meeting of Members may also be called by the Members in the manner specified in the Corporations Act. 12.03 Record Date - The Board shall by resolution establish in advance a time and date, at least thirty (30) days in advance of any meeting of the members, as the Record Date for the determination of those members entitled to notice of and to vote at the members' meeting. Any person who is not a member as of the Record Date is not entitled to notice of or to vote at the meeting for which the Record Date has been established. 12.04 Notice - Notice of any meeting of Members shall be sufficient if given by either: a) Fourteen (14) days written notice sent by prepaid mail to each Member, as of the Record Date, to the address shown on the Records of the Society for mailing purposes; or b) in accordance with the Act, by publication at least once a week for two consecutive weeks preceding in a newspaper or newspapers circulated in the Municipality or Municipalities in which a majority of Members reside as shown by their addresses on the records of the Society for mailing purposes. Such notice shall include the date, time, place and purpose of the meeting of Members and shall contain sufficient information to permit Members to make a reasonable judgement on a decision to attend. Notices of each meeting of Members must remind the Members that they have the right to vote by proxy. Notice of the meeting shall also be sent to the auditor in accordance with the requirements of the Act. 12.05 Quorum - Twenty (20) - percent of total Members of the Society calculated on the basis of membership as of the Record date, present in person constitutes a quorum for the transaction of business at any meeting of members. No business shall be transacted at any members meeting unless the requisite quorum is present at the commencement of such business. If, within one (1) hour after the time appointed for the meeting, a quorum is not present, the meeting, if it is an annual meeting, shall stand adjourned as set out in section 12.11 of this By-Law; in all other cases, the meeting shall be dissolved. 12.06 Voting - Each Member as of the Record Date - regular and honorary - shall be entitled to one vote on each question put to the Members at any meeting of the Members. Unless otherwise required by the provisions of the Corporations Act or this By-Law, all questions proposed for consideration at a meeting of Members shall be determined by a majority of the votes cast by the members present, in person or by proxy, and voting. In the case of an equality of votes, the Chairperson presiding at the meeting has a second or casting vote. 12.07 Show of hands - At all meetings of members, every question shall be decided by a show of hands unless a poll is required by the Chairperson or requested by any Member. Upon a show of hands, every Member present in person shall have one vote. Whenever a vote by a show of hands has been taken upon a question, unless a poll is requested, a declaration by the Chairperson that a resolution has been carried or lost by a particular majority and an entry to that effect in the minutes of the Society is conclusive evidence of the fact without proof of the number or proportion of votes recorded in favour of or against the motion. 12.08 Polls - Polls shall be conducted by secret ballot and each Member may vote in person or by a duly-appointed proxy. If, at any meeting, a poll is requested on the election of a Chairperson or on the question of adjournment, it must be taken forthwith without adjournment. If a poll is requested on any other question, it shall be taken in the manner and either at once or later at the meeting or after adjournment as the Chairperson directs. The result of a poll shall be deemed to be the resolution of the meeting at which the poll was requested. A request for a poll may be withdrawn at any time prior to the taking of the poll. 12.09 Voting by Proxy - All Members have the right to vote by proxy for all votes taken at a meeting of Members, whether by show of hands or by poll. The appointed proxy holder must be a Member of the Society. No Member may hold more than two proxies at any time. 12.10 Chairperson - In the absence of the President and Vice-President the Members present at any meeting of Members shall choose another Director as Chairperson and, if no Director is present or if all the Directors present decline to act as Chairperson, the Members present shall choose one of their number to act as Chairperson. 12.11 Adjournments - Except as set out in section 12.05 of this By-Law, any meeting of the Society may be adjourned to any time and from time to time, and any business may be transacted at any adjourned meeting that might have been transacted at the original meeting from which the adjournment took place. No notice is required of any adjourned meetings. SOCIETY DOCUMENTS, REGISTERS AND BOOKS 13.01 Books and Records - The Board shall ensure that all necessary books and records of the Society required by the by-laws of the Society or by any applicable statute are regularly and properly kept. 13.02 Information and Members - Within sixty (60) days following any meeting of the Members of the Society, each Member shall be sent by prepaid mail to his last address as shown on the Society's records a summary of the minutes of the proceedings at such Members' meeting. Included with the Summary of the meeting of the Members shall be a notice stating that any Member of the Society or his agency or legal representative may, during normal business hours of the Society, inspect and make extracts from or copy at his own expense any of the following Society documents, namely: a) the Letters Patent and any supplementary Letters Patent issued to the Society; b) all By-Laws and special resolutions of the Society; c) a register of Directors in which are set out the names, addresses and callings of all persons who are or have been Directors of the Society with the several dates on which each became or ceased to be a Director; d) the minutes of all meetings of the Society and the Board, except for minutes relating to parts of Board meetings which are held in camera; e) all financial statements and auditor's reports of the Society; and f) upon complying with the requirements in The Corporations Act, a list of the names and addresses of all Members of the Society. EXECUTION OF DOCUMENTS 14.01 Cheques, Drafts, Notes, Etc. All cheques, drafts or orders for the payment of money and all notes and acceptances and bills of exchange shall be signed in the manner and by the officer or officers or person or persons from time to time prescribed by the Board. 14.02 Execution of Documents - Documents, excepting those set out in section 14.01, requiring execution by the Society may be signed by any two of the President, the Vice President, the Secretary, the Treasurer and the Executive Director, or by any two (2) Directors appointed by the Board for than purpose, and all documents so signed are binding upon the Society without any further authorization or formality. The Board may from time to time appoint any officer or officers or any person or persons on behalf of the Society, either to sign documents generally or to sign specific documents. The corporate seal of the Society shall, when required, be affixed to documents executed in accordance with the foregoing. BANKING 15.01 The Board shall designate, by resolution, those officers and others persons authorized to transact the banking business, or any part thereof, of the Society with the banks, trust companies, or other financial depositories carrying on a banking business that the Board has designated as the Society's bankers. Those officers and other persons so designated shall have the authority set out in the resolution including, unless otherwise restricted, the power to: a) operate the Society's accounts with the bankers; b) make, sign, draw, accept, endorse, negotiate, lodge, deposit or transfer any of the cheques, promissory notes, drafts, acceptances, bills of exchange and orders for the payment of money of the Society; c) issues receipts for and orders relating to any property of the Society; d) execute any agreement relating to any banking business and defining the rights and powers to the parties thereto; and e) authorize any officer of the banker to do any act or thing on the Society's behalf to facilitate the banking business. BORROWING 16.01 Borrowing Activities - Subject to the limitations set out in The Corporation Act, the Letters Patent of the Society and this By-Law, the Board may: a) borrow money on the credit of the Society; b) issue, sell or pledge securities of the Society; or c) charge, mortgage, hypothecate or pledge all or any of the real or personal property of the Society, including book debts, rights, powers, franchises and undertakings, to secure any securities or any money borrowed, or other debt, or any other obligation or liability of the Society. 16.02 Authority - From time to time, the Board may authorize any director, officer or employee of the Society or any other person 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 therefor, with power to vary or modify such arrangements, terms and conditions and to give such additional security as the Board may authorize, and generally to manage, transact and settle the borrowing of money by the Society. TRANSFER OF ASSETS 17.01 The Society will not transfer or assign any of its assets without the consent of a Director appointed pursuant to the Child and Family Services Act. FISCAL YEAR 18.01 The fiscal year of the Society shall terminate on the last day of March in each year. FINANCIAL CAMPAIGNS 19.01 The Board may authorize campaigns for voluntarily donated funds to support the general operations of the Society or any particular phase or aspect of the Society's operations. NOTICE 20.01 Address - For purposes of sending notice to any Member, Director or Committee Member, the address of the Member, Director or Committee Member shall be his last address recorded in the records of the Society for mailing purposes of if no address has been given therein, then to the last address as such Member, Director or Committee Member is known to the Secretary. 20.02 Signature - The signature of any Director of Officer of the Society to any notice or document to be given by the Society may be given stamped, typed, written or printed or partly written, stamped or typewritten or printed. 20.03 Computation of Time - In computing the date when notice must be given under any provision of the By-Law requiring a specified number of days' notice of any meeting or other events, the date of giving the notice is, unless otherwise provided, included. 20.04 Declaration - The declaration of the Secretary or the President that notice has been given pursuant to this by-law shall be sufficient and conclusive evidence of the giving of such notice. 20.05 Waiver of Notice - Any Director, Committee Member or auditor may at any time waive notice of any meetings and may ratify or confirm any proceedings taken thereat. The attendance of any such person at such meeting shall constitute a waiver of notice of the meeting, except if such person attends a meeting for the expressed purpose of objecting to the transaction of any business on the grounds that the meeting is not lawfully called. 21.06 Omissions of Notice - The accidental omission to give notice of any meeting, or any irregularity in any notice not affecting the substance of the meeting, shall not invalidate any resolution passed or any proceedings taken at the meeting, provided that no person objects to such omission or irregularity as such meeting. INDEMNIFICATION 21.01 Indemnification - Every Director and Officer of the corporation, and his heirs, executers and administrators, and estate and effects, respectively, shall from time to time and at all times be indemnified and saved harmless out of the funds of the corporation from and against: a) all cost, charges and expenses whatsoever that such director or officer sustains or incurs in or about any action, suit or proceeding that is brought, commenced or prosecuted against him, for or in respect of any act, deed, matter or thing whatsoever made, done or committed by him in or about the execution of the duties of his office; and b) all other costs, charges and expenses that he sustains or incurs in or about or in relation to the affairs of the corporation, except such cost, charges or expenses as are occasioned by his own willful neglect or default. AUDITORS 22.01 Appointment - At the annual meeting of the Society, the members shall appoint a licensed public accountant as auditor to hold office until the next annual meeting. If no such appointments made, the auditor in office shall continue in office until a successor is appointed. 22.02 Reporting - The auditor shall report to the Members on the financial statement to be laid before the Society at the annual meeting and on those other matters required by the Corporation Act. 22.03 Qualifications - No person shall be appointed as auditor of a Society who is a Director, officer or employer of the Society or who is a partner, employer or employee of any such Director, officer or employee. RULES OF PROCEDURE 23.01 Sturgis Rules of Parliamentary Procedure shall apply at all meetings of the members, the Board, the Executive Committee and any other committees established by the Board. REPEAL OF PRIOR BY-LAWS 24.01 All prior By-Laws, Resolutions or other enactments of the Society inconsistent with this By-Law are hereby repealed, provided that such repeal does not affect the previous operations of such By-laws, Resolutions or enactments so 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 to such By-laws, resolutions or enactments prior to its repeal. All Directors, Officers and persons acting under such By-laws, Resolutions or enactments so repealed shall continue to act as appointed under the provisions of this By-law. All Board Members's Resolutions with continuing effect passed under such repealed By-laws, Resolutions or enactments, shall continue valid except to the extent inconsistent with this By-law and until amended or repealed. AMENDMENTS 25.01 Voting - This By-Law may be amended by a Resolution of the Directors, confirmed by a two-thirds (2/3) vote of the Members of the Society voting at any meeting regularly called. 25.02 Notice to Members - Notice of any proposed amendment or repeal of the By-Law shall be given to each Member, in accordance with procedure set out in section 13.04 of this By-Law, at least fourteen (14) days prior to the meeting at which the repeal or amendment is to be considered. 25.03 Approval - No amendment or repeal of the By-Law comes into force until such amendment or repeal is approved by the Minister of Community, Family and Children's Services or his or her appointed delegate. PASSED by the Board of Directors or the Society on the 7th day of May 2002 (space for signature) President (space for signature) Secretary CONFIRMED by a two-thirds majority of the Members of the Society on the 18th day of May, 2002 (space for signature) President (affix corporate seal) (space for signature) Secretary Pursuant to the provisions of subsection 5 of section 15 of the Child and Family Services Act, 1990, I hereby approve the amendment to the By-Law of The Children's Aid Society of the County of Dufferin which was duly approved by the membership of the society on Dated at Toronto this day of , 200 (blank space for signature) Assistant Deputy Minister Program Management Division Ministry of Community, Family and Children's Services