ADDICTION SERVICES OF BRANT

BY-LAW NUMBER 1
A by-law relating generally to the transaction of the affairs of ADDICTION SERVICES OF BRANT INC.

BE IT ENACTED as a by-law of ADDICTION SERVICES OF BRANT INC., as follows-

HEAD OFFICE

1.  The Head Office of the corporation shall be in the City of Brantford, in the Province of Ontario, and at such place therein as the Board of Directors may from time to time determine.

SEAL

2. The seal, an impression whereof is stamped in the margin hereof, shall be the corporate seal of the corporation.

BOARD OF DIRECTORS

3.  The affairs of the corporation shall be managed by a Board of up to 17and not less than 14 Directors.  Prospective Board members who are in and/or have immediate family in active service within the corporation may not serve on the Board of Directors.  After their and/or their family involvement with client service has been inactive for at least one year, they may seek nomination to the Board.  Each elected Director at the time of his election and throughout his term of office shall be a member of the corporation.  Each elected Director shall be elected to hold office until the first annual meeting after he shall have been elected or until his successor shall have been duly elected and qualified.  All elected Directors shall be retired at each annual meeting but shall be eligible for re-election if otherwise qualified.  The election may be by a show of hands unless a ballot be demanded by any member.  The members of the corporation may, by resolution passed by at least two-thirds of the votes cast at a general meeting of which notice to pass such resolution has been given, remove any elected Director before the expiration of his term of office, and may, by a majority of the votes cast at that meeting, elect any eligible person in his stead for the remainder of his term.

TERMINATION OF POSITION AS BOARD MEMBER

4. The position of a Board member may be terminated by any of the following:

1. The Board member resigns his position in writing submitted to the Board of Directors and accepted by resolution of the Board of Directors.
2. The President of the Board of Directors, with input from the Resources Committee, may seek the resignation of a Board member if that member has failed to fulfil the duties and responsibilities as defined in the by-law and Board policies, or that member fails to attend three consecutive Board of Directors’ meetings without reasonable cause.  The Board, by resolution, may decide to terminate such member.
3. A resolution is passed by at least two-thirds of the votes cast by members at a general meeting of the membership of which notice specifying the intention to pass the resolution has been given.

Notice of termination will be sent by the President or Executive Director to the Board member at his last known address by registered mail or hand delivered.

VACANCIES, BOARD OF DIRECTORS

5.   Vacancies on the Board of Directors, however caused, may so long as a quorum of Directors remain in office, be filled in the case of elected Directors from among the qualified members of the corporation, if they shall see fit to do so, otherwise such vacancies shall be filled in the case of an elected Director at the next annual meeting of the Directors at which the Directors for the ensuing year are elected, but if there is not a quorum of Directors, the remaining Directors shall forthwith call a meeting of the members to fill the vacancy.  If the number of Directors is increased between the terms, a vacancy or vacancies, to the number of authorized increase, shall thereby be deemed to have occurred, which may be filled in the manner above, provided, except as to an increase in the number of ex officio Directors who shall be deemed to have become Directors at the date the authorization of their appointment becomes effective.

QUORUM AND MEETINGS, BOARD OF DIRECTORS

6. Five of the Directors shall form a quorum for the transaction of business.  Except as otherwise required by law, the Board of Directors may hold its meetings at such place or places as it may from time to time determine.  No formal notice of any such meeting shall be necessary if all the Directors are present, or if those absent have signified their consent to the meeting being held in their absence.  Directors’ meetings may be formally called by the President or Vice-President or the Executive Director, or by the Secretary on direction of the President, Vice-President or Executive Director, or by the Secretary on direction in writing of two Directors.  Notice of such meetings shall be delivered, telephoned or emailed to each Director not less than one day before the meeting is to take place or shall be mailed to each Director not less than two days before the meeting is to take place.  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.  The Board may appoint a day or days in any month or months for regular meetings at an hour to be named and of such regular meeting no notice need be sent.  A Directors’ meeting may also be held, without notice, immediately following the annual meeting of the corporation.  The Directors may consider or transact any business either special or general at any meeting of the Board.

ERRORS IN NOTICE, BOARD OF DIRECTORS

7.  No error or omission in giving such notice for a meeting of Directors shall invalidate such meeting or invalidate or make void any proceedings taken or had at such meeting and any Director may at any time waive notice of any such meeting and may ratify and approve of any or all proceedings taken or had thereat.

VOTING, BOARD OF DIRECTORS

8.  Questions arising at any meeting of Directors shall be decided by a majority of votes.  In case of an equality of votes, the Chairman, in addition to his original vote, shall have a second or casting vote.  All votes at any such meeting shall be taken by ballot if so demanded by any Director present, but if no demand be made, the vote shall be taken in the usual way by assent or dissent.  A declaration by the Chairman that a resolution has been carried and an entry to that effect in the minutes shall be admissible in evidence as prima facie proof of the number or proportion of the votes recorded in favour of or against such resolution.  In the absence of the President his duties may be performed by the Vice-President or such other Director as the Board may from time to time appoint for the purpose.

POWERS

9.  The Directors of the corporation may administer the affairs of the corporation in all things and make or cause to be made for the corporation, in its name, any kind of contract which the corporation may lawfully enter into and, save as hereinafter provided, generally, may exercise all such powers and do all such other acts and things as the corporation is by its charter or otherwise authorized to exercise and do.
Without in any way derogating from the foregoing, the Directors are expressly empowered, from time to time, to purchase, lease or otherwise acquire, alienate, sell, exchange or otherwise dispose of shares, stocks, rights, warrants, options and other securities, lands, buildings and other property, movable or immovable, real or personal, or any right or interest the rein owned by the corporation, for such consideration and upon such terms and conditions as they may deem advisable.

REMUNERATION OF DIRECTORS

10.   The Directors shall receive no remuneration for acting as such.

OFFICERS OF CORPORATION

11. There shall be a president, a vice-president, a secretary, a treasurer, and, in the discretion of the Board of Directors, an assistant-treasurer, and such other officers as the Board of Directors may determine by by-law from time to time.  The officers shall be elected by the members of the corporation from among the Board of Directors, at the annual meeting and such election confirmed by the Board of Directors at the first meeting of the Board after the annual election of such Board of Directors, provided that in default of such election the then incumbents, being members of the Board, shall hold office until their successors are elected.  In the absence of a specific agreement authorized by resolution of the Board, no officer of the corporation shall be entitled to remuneration for his services as such.

DUTIES OF PRESIDENT AND VICE-PRESIDENT

12.   The president shall, when present, preside at all meetings of the members of the corporation and of the Board of Directors.  The president with the secretary or other officer appointed by the Board for the purpose shall sign all by-laws and membership certificates.  During the absence or inability of the President, his duties and powers may be exercised by the vice-present, and if the vice-president, or such other Director as the Board may from time to time appoint for the purpose, exercise any such authority or power, the absence or inability of the president shall be presumed with reference thereto.

DUTIES OF EXECUTIVE DIRECTOR

13.  The Executive Director shall be charged with the general management and supervision of the affairs and operations of the corporation, subject to the direction of the Board.  During the absence or inability of the Executive Director, the Director of Finance may exercise his duties and powers.

DUTIES OF SECRETARY

14.  The Secretary shall be ex officio clerk of the Board of Directors.  He shall attend all meetings of the Board of Directors and ensure all facts and minutes of all proceedings in the books kept for that purpose be recorded.  He or his delegate shall give all notices required to be given to members and to Directors.  He or his delegate shall be the custodian of the seal of the corporation and of all books, papers, records, correspondence, contracts and other documents belonging to the corporation which he or his delegate shall deliver up only when authorized by a resolution of the Board of Directors to do so and to such person or persons as may be named in the resolution, and he or his delegate shall perform such other duties as may from time to time be determined by the Board of Directors.
DUTIES OF TREASURER AND ASSISTANT-TREASURER

15.  The Treasurer, or delegate, shall keep full and accurate accounts of all receipts and disbursements of the corporation in proper books of account and shall deposit all moneys or other valuable effects in the name and to the credit of the corporation in such bank or banks as may from time to time be designated by the Board of Directors.  He or his delegate shall disburse the funds of the corporation under the direction of the Board of Directors, taking proper vouchers therefor and shall render to the Board of Directors at the regular meetings thereof or whenever required of him or his delegate an account of all his transactions as Treasurer, and of the financial position of the corporation.  He or his delegate shall also perform such other duties as may from time to time be determined by the Board of Directors. 

DUTIES OF OTHER OFFICERS

16.  The duties of all other officers of the corporation shall be such as the terms of their engagement call for or the Board of Directors requires of them.

EXECUTION OF DOCUMENTS

17.  Deeds, transfers, licences, contracts and engagements on behalf of the corporation shall be signed by either the President or Vice-President or the Executive Director and Director of Finance and by the Secretary or by any two Directors and the Secretary or delegate shall affix the seal of the corporation to such instruments as require the same.
Contracts in the ordinary course of the corporation’s operations may be entered into on behalf of the corporation by the Executive Director or by any person authorized by the Board.
Notwithstanding any provisions to the contrary contained in the by-laws of the corporation, the Board of Directors may at any time by resolution direct the manner in which, and the person or persons by whom, any particular instruments, contract or obligations of the corporation may or shall be executed.

BOOKS AND RECORDS

18.  The Directors shall see that all necessary books and records of the corporation required by the by-laws of the corporation or by any applicable statute or law are regularly and properly kept.

MEMBERS OF THE CORPORATION

19.   Members shall reside in the Province of Ontario.  The membership shall consist of the applicants for incorporation of the corporation and such other persons and other legal entities as are admitted as members by the Board of Directors.  Each member shall promptly be informed by the Secretary of his admission as a member.  Each member, upon the expiry of 60 days after admission as a member, shall be entitled to 1 vote on each question arising at any special or general meeting of the members.  An annual fee may be charged for membership and the Board of Directors is authorized to fix such a fee.  The membership of any member lapses if the annual fee is not paid when due.  Relatives of employees of the corporation are not allowed to be members of the corporation. 

ANNUAL AND OTHER MEETINGS OF MEMBERS

 20.  The annual or any other general meeting of the members shall be held at the head office of the corporation or elsewhere in the County of Brant in the Province of Ontario as the Board of Directors may determine and on such day as the said Directors shall appoint.
At every annual meeting, in addition to any other business that may be transacted, the report of the Directors, the financial statement and the report of the auditors shall be presented and a Board of Directors elected and auditors appointed for the ensuing year and the remuneration of the auditors shall be fixed.  The members may consider and transact any business either special or general without any notice thereof at any meeting of the members.  The Board of Directors or the President or Vice-President shall have power to call at any time a general meeting of the members of the corporation.  No public notice nor advertisement of members’ meetings, annual or general, shall be required, but notice of the time and place of every such meeting shall be given to each member by sending the notice by prepaid mail or email ten days before the time fixed for the holding of such meeting; provided that any meetings of members may be held at any time and place without such notice if all the members of the corporation are present thereat or represented by proxy duly appointed, and at such meeting any business may be transacted which the corporation at annual or general meetings may transact.

ERROR OR OMISSION IN NOTICE

21.  No error or omission in giving notice of any annual or general meeting or any adjourned meeting, whether annual or general, of the members of the corporation shall invalidate such meeting or make void any proceedings taken thereat and any member may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat.  For the purpose of sending notice to any member, Director or officer shall be his last address recorded on the books of the corporation.

ADJOURNMENTS

22.   Any meetings of the corporation or of the Directors may be adjourned to any time and from time to time and such business may be transacted at such adjourned meeting as might have been transacted at the original meeting from which such adjournment took place.  No notice shall be required of any such adjournment.  Such adjournment may be made notwithstanding that no quorum is present.

QUORUM OF MEMBERS

23.   A quorum for the transaction of business at any meeting of members shall consist of not less than five members of the corporation present in person; and further provided that no resolution of the members passing, confirming, amending or rescinding any by-law of the corporation shall be valid unless at least any five of the Directors of the corporation shall be present at such meeting at the time the vote is taken.

VOTING OF MEMBERS

24.   In the case of an equality of votes at any general meeting whether upon the show of hands or at a poll, the chairman shall be entitled to a second or casting vote.

FINANCIAL YEAR

25. Unless otherwise ordered by the Board of Directors, the fiscal year of the corporation shall terminate on the 31st day of March in each year.
CHEQUES, ETC.

26. All cheques, bills of exchange or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors and any one of such officers or agents may alone endorse notes and drafts for collection on account of the corporation through its bankers, and endorse notes and cheques for deposit with the corporation’s bankers for the credit of the corporation, or the same may be endorsed “for collection” or “for deposit” with the bankers of the corporation by using the corporation’s rubber stamp for the purpose.  Any one of such officers or agents so appointed may arrange, settle, balance and certify all books and accounts between the corporation and the corporation’s bankers and may receive all paid cheques and vouchers and sign all the bank’s forms or settlement of balances and release or verification slips.

DEPOSIT OF SECURITIES FOR SAFEKEEPING

27.  The securities of the corporation shall be deposited for safekeeping with one or more bankers, trust companies or other financial institutions to be selected by the Board of Directors.  Any and all securities so deposited may be withdrawn, from time to time, only upon the written order of the corporation signed by such officer or officers, agent or agents of the corporation, and in such manner, as shall from time to time be determined by resolution of the Board of Directors and such authority may be general or confined to specific instances.  The institutions which may be so selected as custodians of the Board of Directors shall be fully protected in acting in accordance with the directions of the Board of Directors and shall in no event be liable for the due application of the securities so withdrawn from deposit or the proceeds thereof.

NOTICE

28. Whenever under the provisions of the by-laws of the corporation notice is required to be given, such notice may be given either personally or emailed or by depositing same in a post office or a public letter box, in a prepaid, sealed wrapper addressed to the Director, officer or member at his or their address as the same appears on the books of the corporation.  A notice or other document as sent by post shall be held to be sent at the time when the same was deposited in a post office or public letter-box as aforesaid, or if emailed.  For the purpose of sending any notice the address of any member, Director or officer shall be his last address as recorded on the books of the corporation.

INTERPRETATION

29.  In these by-laws and in all other by-laws of the corporation hereafter passed unless the contract otherwise requires, words importing the singular number or the masculine gender shall include the plural number or the feminine gender, as the case may be, and vice versa, and references to persons shall include firms and corporations.

BY-LAW NUMBER 2

A by-law for the protection of Directors and Officers.
1.         Limitation of Liability - No Director or officer of the corporation shall be liable for the acts, receipts, neglect, or defaults of any other Director or officer or employee, or for joining in any receipt or other act for conformity or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired by order of the Board for or on behalf of the corporation, or for the insufficiency or deficiency of any security in or upon which any monies of the corporation shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person with whom any of the monies, securities or affects of the corporation shall be deposited, or for any loss occasioned by any error of Judgement or oversite on his part, or for any other loss, damage, or misfortune whatever which shall happen in the execution of the duties of his office or in relation thereto unless the same are occasioned by his own wilful neglect or default, or his failure to act honestly and in good faith with a view to the best interests of the corporation.

2.         Indemnity

a)         All costs, charges and expenses, whatsoever 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 permitted by him in or about the execution of the duties of his office;
b)         All other costs, charges and expenses he sustains or incurs in or about or in relation to the affairs of the corporation
except such costs, charges or expenses as are occasioned by his own wilful neglect or default or failure to act honestly and in good faith with a view to the best interests of the corporation.
c)         Insurance - The corporation may purchase and maintain insurance for the benefit of the Directors or officers of the corporation, former Directors or officers of the corporation and his heirs and legal representatives against any liability incurred by him in his capacity as Director or officer of the corporation, except where the liability relates to his own wilful neglect or default or his failure to act honestly and in good faith with a view to the best interests of the corporation.

ADDICTION SERVICES OF BRANT INC.

The foregoing by-laws 1 and 2 are hereby passed by the Directors of the Corporation pursuant to the Corporations Act.
The amended by-laws were approved and passed by motion of the Board of Directors the 26th day of June 2008.
           

BY-LAW NUMBER 1
A by-law relating generally to the transaction of the affairs of BRANT ALCOVE REHABILITATION SERVICES OF BRANT INC.

BE IT ENACTED as a by-law of BRANT ALCOVE REHABILITATION SERVICES OF BRANT INC., as follows-

HEAD OFFICE

1. The Head Office of the corporation shall be in the City of Brantford, in the Province of Ontario, and at such place therein as the Board of Directors may from time to time determine.

SEAL

2.  The seal, an impression whereof is stamped in the margin hereof, shall be the corporate seal of the corporation.

BOARD OF DIRECTORS

3.   The affairs of the corporation shall be managed by a Board of up to 17and not less than 14 Directors.  Prospective Board members who are in and/or have immediate family in active service within the corporation may not serve on the Board of Directors.  After their and/or their family involvement with client service has been inactive for at least one year, they may seek nomination to the Board.  Each elected Director at the time of his election and throughout his term of office shall be a member of the corporation.  Each elected Director shall be elected to hold office until the first annual meeting after he shall have been elected or until his successor shall have been duly elected and qualified.  All elected Directors shall be retired at each annual meeting but shall be eligible for re-election if otherwise qualified.  The election may be by a show of hands unless a ballot be demanded by any member.  The members of the corporation may, by resolution passed by at least two-thirds of the votes cast at a general meeting of which notice to pass such resolution has been given, remove any elected Director before the expiration of his term of office, and may, by a majority of the votes cast at that meeting, elect any eligible person in his stead for the remainder of his term.

TERMINATION OF POSITION AS BOARD MEMBER

4.  The position of a Board member may be terminated by any of the following:

1. The Board member resigns his position in writing submitted to the Board of Directors and accepted by resolution of the Board of Directors.
2. The President of the Board of Directors, with input from the Resources Committee, may seek the resignation of a Board member if that member has failed to fulfil the duties and responsibilities as defined in the by-law and Board policies, or that member fails to attend three consecutive Board of Directors’ meetings without reasonable cause.  The Board, by resolution, may decide to terminate such member.
3. A resolution is passed by at least two-thirds of the votes cast by members at a general meeting of the membership of which notice specifying the intention to pass the resolution has been given.

Notice of termination will be sent by the President or Executive Director to the Board member at his last known address by registered mail or hand delivered.

VACANCIES, BOARD OF DIRECTORS

5. Vacancies on the Board of Directors, however caused, may so long as a quorum of Directors remain in office, be filled in the case of elected Directors from among the qualified members of the corporation, if they shall see fit to do so, otherwise such vacancies shall be filled in the case of an elected Director at the next annual meeting of the Directors at which the Directors for the ensuing year are elected, but if there is not a quorum of Directors, the remaining Directors shall forthwith call a meeting of the members to fill the vacancy.  If the number of Directors is increased between the terms, a vacancy or vacancies, to the number of authorized increase, shall thereby be deemed to have occurred, which may be filled in the manner above, provided, except as to an increase in the number of ex officio Directors who shall be deemed to have become Directors at the date the authorization of their appointment becomes effective.

QUORUM AND MEETINGS, BOARD OF DIRECTORS

6.   Five of the Directors shall form a quorum for the transaction of business.  Except as otherwise required by law, the Board of Directors may hold its meetings at such place or places as it may from time to time determine.  No formal notice of any such meeting shall be necessary if all the Directors are present, or if those absent have signified their consent to the meeting being held in their absence.  Directors’ meetings may be formally called by the President or Vice-President or the Executive Director, or by the Secretary on direction of the President, Vice-President or Executive Director, or by the Secretary on direction in writing of two Directors.  Notice of such meetings shall be delivered, telephoned or emailed to each Director not less than one day before the meeting is to take place or shall be mailed to each Director not less than two days before the meeting is to take place.  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.  The Board may appoint a day or days in any month or months for regular meetings at an hour to be named and of such regular meeting no notice need be sent.  A Directors’ meeting may also be held, without notice, immediately following the annual meeting of the corporation.  The Directors may consider or transact any business either special or general at any meeting of the Board.

ERRORS IN NOTICE, BOARD OF DIRECTORS

7.   No error or omission in giving such notice for a meeting of Directors shall invalidate such meeting or invalidate or make void any proceedings taken or had at such meeting and any Director may at any time waive notice of any such meeting and may ratify and approve of any or all proceedings taken or had thereat.

VOTING, BOARD OF DIRECTORS

8. Questions arising at any meeting of Directors shall be decided by a majority of votes.  In case of an equality of votes, the Chairman, in addition to his original vote, shall have a second or casting vote.  All votes at any such meeting shall be taken by ballot if so demanded by any Director present, but if no demand be made, the vote shall be taken in the usual way by assent or dissent.  A declaration by the Chairman that a resolution has been carried and an entry to that effect in the minutes shall be admissible in evidence as prima facie proof of the number or proportion of the votes recorded in favour of or against such resolution.  In the absence of the President his duties may be performed by the Vice-President or such other Director as the Board may from time to time appoint for the purpose.

POWERS

9.  The Directors of the corporation may administer the affairs of the corporation in all things and make or cause to be made for the corporation, in its name, any kind of contract which the corporation may lawfully enter into and, save as hereinafter provided, generally, may exercise all such powers and do all such other acts and things as the corporation is by its charter or otherwise authorized to exercise and do.
Without in any way derogating from the foregoing, the Directors are expressly empowered, from time to time, to purchase, lease or otherwise acquire, alienate, sell, exchange or otherwise dispose of shares, stocks, rights, warrants, options and other securities, lands, buildings and other property, movable or immovable, real or personal, or any right or interest the rein owned by the corporation, for such consideration and upon such terms and conditions as they may deem advisable.

REMUNERATION OF DIRECTORS

10. The Directors shall receive no remuneration for acting as such.

OFFICERS OF CORPORATION

11.  There shall be a president, a vice-president, a secretary, a treasurer, and, in the discretion of the Board of Directors, an assistant-treasurer, and such other officers as the Board of Directors may determine by by-law from time to time.  The officers shall be elected by the members of the corporation from among the Board of Directors, at the annual meeting and such election confirmed by the Board of Directors at the first meeting of the Board after the annual election of such Board of Directors, provided that in default of such election the then incumbents, being members of the Board, shall hold office until their successors are elected.  In the absence of a specific agreement authorized by resolution of the Board, no officer of the corporation shall be entitled to remuneration for his services as such.

DUTIES OF PRESIDENT AND VICE-PRESIDENT

12. The president shall, when present, preside at all meetings of the members of the corporation and of the Board of Directors.  The president with the secretary or other officer appointed by the Board for the purpose shall sign all by-laws and membership certificates.  During the absence or inability of the President, his duties and powers may be exercised by the vice-present, and if the vice-president, or such other Director as the Board may from time to time appoint for the purpose, exercise any such authority or power, the absence or inability of the president shall be presumed with reference thereto.

DUTIES OF EXECUTIVE DIRECTOR

13. The Executive Director shall be charged with the general management and supervision of the affairs and operations of the corporation, subject to the direction of the Board.  During the absence or inability of the Executive Director, the Director of Finance may exercise his duties and powers.

DUTIES OF SECRETARY

14.  The Secretary shall be ex officio clerk of the Board of Directors.  He shall attend all meetings of the Board of Directors and ensure all facts and minutes of all proceedings in the books kept for that purpose be recorded.  He or his delegate shall give all notices required to be given to members and to Directors.  He or his delegate shall be the custodian of the seal of the corporation and of all books, papers, records, correspondence, contracts and other documents belonging to the corporation which he or his delegate shall deliver up only when authorized by a resolution of the Board of Directors to do so and to such person or persons as may be named in the resolution, and he or his delegate shall perform such other duties as may from time to time be determined by the Board of Directors.
DUTIES OF TREASURER AND ASSISTANT-TREASURER

15.  The Treasurer, or delegate, shall keep full and accurate accounts of all receipts and disbursements of the corporation in proper books of account and shall deposit all moneys or other valuable effects in the name and to the credit of the corporation in such bank or banks as may from time to time be designated by the Board of Directors.  He or his delegate shall disburse the funds of the corporation under the direction of the Board of Directors, taking proper vouchers therefor and shall render to the Board of Directors at the regular meetings thereof or whenever required of him or his delegate an account of all his transactions as Treasurer, and of the financial position of the corporation.  He or his delegate shall also perform such other duties as may from time to time be determined by the Board of Directors. 

DUTIES OF OTHER OFFICERS

16.  The duties of all other officers of the corporation shall be such as the terms of their engagement call for or the Board of Directors requires of them.

EXECUTION OF DOCUMENTS

17.  Deeds, transfers, licences, contracts and engagements on behalf of the corporation shall be signed by either the President or Vice-President or the Executive Director and Director of Finance and by the Secretary or by any two Directors and the Secretary or delegate shall affix the seal of the corporation to such instruments as require the same.
Contracts in the ordinary course of the corporation’s operations may be entered into on behalf of the corporation by the Executive Director or by any person authorized by the Board.
Notwithstanding any provisions to the contrary contained in the by-laws of the corporation, the Board of Directors may at any time by resolution direct the manner in which, and the person or persons by whom, any particular instruments, contract or obligations of the corporation may or shall be executed.

BOOKS AND RECORDS

18. The Directors shall see that all necessary books and records of the corporation required by the by-laws of the corporation or by any applicable statute or law are regularly and properly kept.

MEMBERS OF THE CORPORATION

19.  Members shall reside in the Province of Ontario.  The membership shall consist of the applicants for incorporation of the corporation and such other persons and other legal entities as are admitted as members by the Board of Directors.  Each member shall promptly be informed by the Secretary of his admission as a member.  Each member, upon the expiry of 60 days after admission as a member, shall be entitled to 1 vote on each question arising at any special or general meeting of the members.  An annual fee may be charged for membership and the Board of Directors is authorized to fix such a fee.  The membership of any member lapses if the annual fee is not paid when due.  Relatives of employees of the corporation are not allowed to be members of the corporation. 

ANNUAL AND OTHER MEETINGS OF MEMBERS

 20.   The annual or any other general meeting of the members shall be held at the head office of the corporation or elsewhere in the County of Brant in the Province of Ontario as the Board of Directors may determine and on such day as the said Directors shall appoint.
At every annual meeting, in addition to any other business that may be transacted, the report of the Directors, the financial statement and the report of the auditors shall be presented and a Board of Directors elected and auditors appointed for the ensuing year and the remuneration of the auditors shall be fixed.  The members may consider and transact any business either special or general without any notice thereof at any meeting of the members.  The Board of Directors or the President or Vice-President shall have power to call at any time a general meeting of the members of the corporation.  No public notice nor advertisement of members’ meetings, annual or general, shall be required, but notice of the time and place of every such meeting shall be given to each member by sending the notice by prepaid mail or email ten days before the time fixed for the holding of such meeting; provided that any meetings of members may be held at any time and place without such notice if all the members of the corporation are present thereat or represented by proxy duly appointed, and at such meeting any business may be transacted which the corporation at annual or general meetings may transact.

ERROR OR OMISSION IN NOTICE

21. No error or omission in giving notice of any annual or general meeting or any adjourned meeting, whether annual or general, of the members of the corporation shall invalidate such meeting or make void any proceedings taken thereat and any member may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat.  For the purpose of sending notice to any member, Director or officer shall be his last address recorded on the books of the corporation.

ADJOURNMENTS

22.   Any meetings of the corporation or of the Directors may be adjourned to any time and from time to time and such business may be transacted at such adjourned meeting as might have been transacted at the original meeting from which such adjournment took place.  No notice shall be required of any such adjournment.  Such adjournment may be made notwithstanding that no quorum is present.

QUORUM OF MEMBERS

23. A quorum for the transaction of business at any meeting of members shall consist of not less than five members of the corporation present in person; and further provided that no resolution of the members passing, confirming, amending or rescinding any by-law of the corporation shall be valid unless at least any five of the Directors of the corporation shall be present at such meeting at the time the vote is taken.

VOTING OF MEMBERS

24. In the case of an equality of votes at any general meeting whether upon the show of hands or at a poll, the chairman shall be entitled to a second or casting vote.

FINANCIAL YEAR

25. Unless otherwise ordered by the Board of Directors, the fiscal year of the corporation shall terminate on the 31st day of March in each year.
CHEQUES, ETC.

26.   All cheques, bills of exchange or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors and any one of such officers or agents may alone endorse notes and drafts for collection on account of the corporation through its bankers, and endorse notes and cheques for deposit with the corporation’s bankers for the credit of the corporation, or the same may be endorsed “for collection” or “for deposit” with the bankers of the corporation by using the corporation’s rubber stamp for the purpose.  Any one of such officers or agents so appointed may arrange, settle, balance and certify all books and accounts between the corporation and the corporation’s bankers and may receive all paid cheques and vouchers and sign all the bank’s forms or settlement of balances and release or verification slips.

DEPOSIT OF SECURITIES FOR SAFEKEEPING

27. The securities of the corporation shall be deposited for safekeeping with one or more bankers, trust companies or other financial institutions to be selected by the Board of Directors.  Any and all securities so deposited may be withdrawn, from time to time, only upon the written order of the corporation signed by such officer or officers, agent or agents of the corporation, and in such manner, as shall from time to time be determined by resolution of the Board of Directors and such authority may be general or confined to specific instances.  The institutions which may be so selected as custodians of the Board of Directors shall be fully protected in acting in accordance with the directions of the Board of Directors and shall in no event be liable for the due application of the securities so withdrawn from deposit or the proceeds thereof.

NOTICE

28.  Whenever under the provisions of the by-laws of the corporation notice is required to be given, such notice may be given either personally or emailed or by depositing same in a post office or a public letter box, in a prepaid, sealed wrapper addressed to the Director, officer or member at his or their address as the same appears on the books of the corporation.  A notice or other document as sent by post shall be held to be sent at the time when the same was deposited in a post office or public letter-box as aforesaid, or if emailed.  For the purpose of sending any notice the address of any member, Director or officer shall be his last address as recorded on the books of the corporation.

INTERPRETATION

29.  In these by-laws and in all other by-laws of the corporation hereafter passed unless the contract otherwise requires, words importing the singular number or the masculine gender shall include the plural number or the feminine gender, as the case may be, and vice versa, and references to persons shall include firms and corporations.

BY-LAW NUMBER 2

A by-law for the protection of Directors and Officers.
1.         Limitation of Liability - No Director or officer of the corporation shall be liable for the acts, receipts, neglect, or defaults of any other Director or officer or employee, or for joining in any receipt or other act for conformity or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired by order of the Board for or on behalf of the corporation, or for the insufficiency or deficiency of any security in or upon which any monies of the corporation shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person with whom any of the monies, securities or affects of the corporation shall be deposited, or for any loss occasioned by any error of Judgement or oversite on his part, or for any other loss, damage, or misfortune whatever which shall happen in the execution of the duties of his office or in relation thereto unless the same are occasioned by his own wilful neglect or default, or his failure to act honestly and in good faith with a view to the best interests of the corporation.

2.         Indemnity

a)         All costs, charges and expenses, whatsoever 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 permitted by him in or about the execution of the duties of his office;
b)         All other costs, charges and expenses he sustains or incurs in or about or in relation to the affairs of the corporation
except such costs, charges or expenses as are occasioned by his own wilful neglect or default or failure to act honestly and in good faith with a view to the best interests of the corporation.
c)         Insurance - The corporation may purchase and maintain insurance for the benefit of the Directors or officers of the corporation, former Directors or officers of the corporation and his heirs and legal representatives against any liability incurred by him in his capacity as Director or officer of the corporation, except where the liability relates to his own wilful neglect or default or his failure to act honestly and in good faith with a view to the best interests of the corporation.

BRANT ALCOVE REHABILITATION SERVICES OF BRANT INC.

The foregoing by-laws 1 and 2 are hereby passed by the Directors of the Corporation pursuant to the Corporations Act.
The amended by-laws were approved and passed by motion of the Board of Directors the 26th day of June 2008.

BY-LAW NUMBER 1
A by-law relating generally to the transaction of the affairs of ST. LEONARD’S SOCIETY OF BRANT.

BE IT ENACTED as a by-law of ST. LEONARD’S SOCIETY OF BRANT, as follows-

HEAD OFFICE

1. The Head Office of the corporation shall be in the City of Brantford, in the Province of Ontario, and at such place therein as the Board of Directors may from time to time determine.

SEAL

2. The seal, an impression whereof is stamped in the margin hereof, shall be the corporate seal of the corporation.

BOARD OF DIRECTORS

3. The affairs of the corporation shall be managed by a Board of up to 17and not less than 14 Directors.  Prospective Board members who are in and/or have immediate family in active service within the corporation may not serve on the Board of Directors.  After their and/or their family involvement with client service has been inactive for at least one year, they may seek nomination to the Board.  Each elected Director at the time of his election and throughout his term of office shall be a member of the corporation.  Each elected Director shall be elected to hold office until the first annual meeting after he shall have been elected or until his successor shall have been duly elected and qualified.  All elected Directors shall be retired at each annual meeting but shall be eligible for re-election if otherwise qualified.  The election may be by a show of hands unless a ballot be demanded by any member.  The members of the corporation may, by resolution passed by at least two-thirds of the votes cast at a general meeting of which notice to pass such resolution has been given, remove any elected Director before the expiration of his term of office, and may, by a majority of the votes cast at that meeting, elect any eligible person in his stead for the remainder of his term.

TERMINATION OF POSITION AS BOARD MEMBER

4.  The position of a Board member may be terminated by any of the following:

1. The Board member resigns his position in writing submitted to the Board of Directors and accepted by resolution of the Board of Directors.
2. The President of the Board of Directors, with input from the Resources Committee, may seek the resignation of a Board member if that member has failed to fulfil the duties and responsibilities as defined in the by-law and Board policies, or that member fails to attend three consecutive Board of Directors’ meetings without reasonable cause.  The Board, by resolution, may decide to terminate such member.
3. A resolution is passed by at least two-thirds of the votes cast by members at a general meeting of the membership of which notice specifying the intention to pass the resolution has been given.

Notice of termination will be sent by the President or Executive Director to the Board member at his last known address by registered mail or hand delivered.

VACANCIES, BOARD OF DIRECTORS

5.  Vacancies on the Board of Directors, however caused, may so long as a quorum of Directors remain in office, be filled in the case of elected Directors from among the qualified members of the corporation, if they shall see fit to do so, otherwise such vacancies shall be filled in the case of an elected Director at the next annual meeting of the Directors at which the Directors for the ensuing year are elected, but if there is not a quorum of Directors, the remaining Directors shall forthwith call a meeting of the members to fill the vacancy.  If the number of Directors is increased between the terms, a vacancy or vacancies, to the number of authorized increase, shall thereby be deemed to have occurred, which may be filled in the manner above, provided, except as to an increase in the number of ex officio Directors who shall be deemed to have become Directors at the date the authorization of their appointment becomes effective.

QUORUM AND MEETINGS, BOARD OF DIRECTORS

6.  Five of the Directors shall form a quorum for the transaction of business.  Except as otherwise required by law, the Board of Directors may hold its meetings at such place or places as it may from time to time determine.  No formal notice of any such meeting shall be necessary if all the Directors are present, or if those absent have signified their consent to the meeting being held in their absence.  Directors’ meetings may be formally called by the President or Vice-President or the Executive Director, or by the Secretary on direction of the President, Vice-President or Executive Director, or by the Secretary on direction in writing of two Directors.  Notice of such meetings shall be delivered, telephoned or emailed to each Director not less than one day before the meeting is to take place or shall be mailed to each Director not less than two days before the meeting is to take place.  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.  The Board may appoint a day or days in any month or months for regular meetings at an hour to be named and of such regular meeting no notice need be sent.  A Directors’ meeting may also be held, without notice, immediately following the annual meeting of the corporation.  The Directors may consider or transact any business either special or general at any meeting of the Board.

ERRORS IN NOTICE, BOARD OF DIRECTORS

7.  No error or omission in giving such notice for a meeting of Directors shall invalidate such meeting or invalidate or make void any proceedings taken or had at such meeting and any Director may at any time waive notice of any such meeting and may ratify and approve of any or all proceedings taken or had thereat.

VOTING, BOARD OF DIRECTORS

8.   Questions arising at any meeting of Directors shall be decided by a majority of votes.  In case of an equality of votes, the Chairman, in addition to his original vote, shall have a second or casting vote.  All votes at any such meeting shall be taken by ballot if so demanded by any Director present, but if no demand be made, the vote shall be taken in the usual way by assent or dissent.  A declaration by the Chairman that a resolution has been carried and an entry to that effect in the minutes shall be admissible in evidence as prima facie proof of the number or proportion of the votes recorded in favour of or against such resolution.  In the absence of the President his duties may be performed by the Vice-President or such other Director as the Board may from time to time appoint for the purpose.

POWERS

9. The Directors of the corporation may administer the affairs of the corporation in all things and make or cause to be made for the corporation, in its name, any kind of contract which the corporation may lawfully enter into and, save as hereinafter provided, generally, may exercise all such powers and do all such other acts and things as the corporation is by its charter or otherwise authorized to exercise and do.
Without in any way derogating from the foregoing, the Directors are expressly empowered, from time to time, to purchase, lease or otherwise acquire, alienate, sell, exchange or otherwise dispose of shares, stocks, rights, warrants, options and other securities, lands, buildings and other property, movable or immovable, real or personal, or any right or interest the rein owned by the corporation, for such consideration and upon such terms and conditions as they may deem advisable.

REMUNERATION OF DIRECTORS

10.   The Directors shall receive no remuneration for acting as such.

OFFICERS OF CORPORATION

11.  There shall be a president, a vice-president, a secretary, a treasurer, and, in the discretion of the Board of Directors, an assistant-treasurer, and such other officers as the Board of Directors may determine by by-law from time to time.  The officers shall be elected by the members of the corporation from among the Board of Directors, at the annual meeting and such election confirmed by the Board of Directors at the first meeting of the Board after the annual election of such Board of Directors, provided that in default of such election the then incumbents, being members of the Board, shall hold office until their successors are elected.  In the absence of a specific agreement authorized by resolution of the Board, no officer of the corporation shall be entitled to remuneration for his services as such.

DUTIES OF PRESIDENT AND VICE-PRESIDENT

12. The president shall, when present, preside at all meetings of the members of the corporation and of the Board of Directors.  The president with the secretary or other officer appointed by the Board for the purpose shall sign all by-laws and membership certificates.  During the absence or inability of the President, his duties and powers may be exercised by the vice-present, and if the vice-president, or such other Director as the Board may from time to time appoint for the purpose, exercise any such authority or power, the absence or inability of the president shall be presumed with reference thereto.

DUTIES OF EXECUTIVE DIRECTOR

13. The Executive Director shall be charged with the general management and supervision of the affairs and operations of the corporation, subject to the direction of the Board.  During the absence or inability of the Executive Director, the Director of Finance may exercise his duties and powers.

DUTIES OF SECRETARY

14. The Secretary shall be ex officio clerk of the Board of Directors.  He shall attend all meetings of the Board of Directors and ensure all facts and minutes of all proceedings in the books kept for that purpose be recorded.  He or his delegate shall give all notices required to be given to members and to Directors.  He or his delegate shall be the custodian of the seal of the corporation and of all books, papers, records, correspondence, contracts and other documents belonging to the corporation which he or his delegate shall deliver up only when authorized by a resolution of the Board of Directors to do so and to such person or persons as may be named in the resolution, and he or his delegate shall perform such other duties as may from time to time be determined by the Board of Directors.
DUTIES OF TREASURER AND ASSISTANT-TREASURER

15.The Treasurer, or delegate, shall keep full and accurate accounts of all receipts and disbursements of the corporation in proper books of account and shall deposit all moneys or other valuable effects in the name and to the credit of the corporation in such bank or banks as may from time to time be designated by the Board of Directors.  He or his delegate shall disburse the funds of the corporation under the direction of the Board of Directors, taking proper vouchers therefor and shall render to the Board of Directors at the regular meetings thereof or whenever required of him or his delegate an account of all his transactions as Treasurer, and of the financial position of the corporation.  He or his delegate shall also perform such other duties as may from time to time be determined by the Board of Directors. 

DUTIES OF OTHER OFFICERS

16. The duties of all other officers of the corporation shall be such as the terms of their engagement call for or the Board of Directors requires of them.

EXECUTION OF DOCUMENTS

17.    Deeds, transfers, licences, contracts and engagements on behalf of the corporation shall be signed by either the President or Vice-President or the Executive Director and Director of Finance and by the Secretary or by any two Directors and the Secretary or delegate shall affix the seal of the corporation to such instruments as require the same.
Contracts in the ordinary course of the corporation’s operations may be entered into on behalf of the corporation by the Executive Director or by any person authorized by the Board.
Notwithstanding any provisions to the contrary contained in the by-laws of the corporation, the Board of Directors may at any time by resolution direct the manner in which, and the person or persons by whom, any particular instruments, contract or obligations of the corporation may or shall be executed.

BOOKS AND RECORDS

18.  The Directors shall see that all necessary books and records of the corporation required by the by-laws of the corporation or by any applicable statute or law are regularly and properly kept.

MEMBERS OF THE CORPORATION

19.  Members shall reside in the Province of Ontario.  The membership shall consist of the applicants for incorporation of the corporation and such other persons and other legal entities as are admitted as members by the Board of Directors.  Each member shall promptly be informed by the Secretary of his admission as a member.  Each member, upon the expiry of 60 days after admission as a member, shall be entitled to 1 vote on each question arising at any special or general meeting of the members.  An annual fee may be charged for membership and the Board of Directors is authorized to fix such a fee.  The membership of any member lapses if the annual fee is not paid when due.  Relatives of employees of the corporation are not allowed to be members of the corporation. 

ANNUAL AND OTHER MEETINGS OF MEMBERS

 20.  The annual or any other general meeting of the members shall be held at the head office of the corporation or elsewhere in the County of Brant in the Province of Ontario as the Board of Directors may determine and on such day as the said Directors shall appoint.
At every annual meeting, in addition to any other business that may be transacted, the report of the Directors, the financial statement and the report of the auditors shall be presented and a Board of Directors elected and auditors appointed for the ensuing year and the remuneration of the auditors shall be fixed.  The members may consider and transact any business either special or general without any notice thereof at any meeting of the members.  The Board of Directors or the President or Vice-President shall have power to call at any time a general meeting of the members of the corporation.  No public notice nor advertisement of members’ meetings, annual or general, shall be required, but notice of the time and place of every such meeting shall be given to each member by sending the notice by prepaid mail or email ten days before the time fixed for the holding of such meeting; provided that any meetings of members may be held at any time and place without such notice if all the members of the corporation are present thereat or represented by proxy duly appointed, and at such meeting any business may be transacted which the corporation at annual or general meetings may transact.

ERROR OR OMISSION IN NOTICE

21.  No error or omission in giving notice of any annual or general meeting or any adjourned meeting, whether annual or general, of the members of the corporation shall invalidate such meeting or make void any proceedings taken thereat and any member may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat.  For the purpose of sending notice to any member, Director or officer shall be his last address recorded on the books of the corporation.

ADJOURNMENTS

22.   Any meetings of the corporation or of the Directors may be adjourned to any time and from time to time and such business may be transacted at such adjourned meeting as might have been transacted at the original meeting from which such adjournment took place.  No notice shall be required of any such adjournment.  Such adjournment may be made notwithstanding that no quorum is present.

QUORUM OF MEMBERS

23.  A quorum for the transaction of business at any meeting of members shall consist of not less than five members of the corporation present in person; and further provided that no resolution of the members passing, confirming, amending or rescinding any by-law of the corporation shall be valid unless at least any five of the Directors of the corporation shall be present at such meeting at the time the vote is taken.

VOTING OF MEMBERS

24.   In the case of an equality of votes at any general meeting whether upon the show of hands or at a poll, the chairman shall be entitled to a second or casting vote.

FINANCIAL YEAR

25.    Unless otherwise ordered by the Board of Directors, the fiscal year of the corporation shall terminate on the 31st day of March in each year.
CHEQUES, ETC.

26. All cheques, bills of exchange or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors and any one of such officers or agents may alone endorse notes and drafts for collection on account of the corporation through its bankers, and endorse notes and cheques for deposit with the corporation’s bankers for the credit of the corporation, or the same may be endorsed “for collection” or “for deposit” with the bankers of the corporation by using the corporation’s rubber stamp for the purpose.  Any one of such officers or agents so appointed may arrange, settle, balance and certify all books and accounts between the corporation and the corporation’s bankers and may receive all paid cheques and vouchers and sign all the bank’s forms or settlement of balances and release or verification slips.

DEPOSIT OF SECURITIES FOR SAFEKEEPING

27.  The securities of the corporation shall be deposited for safekeeping with one or more bankers, trust companies or other financial institutions to be selected by the Board of Directors.  Any and all securities so deposited may be withdrawn, from time to time, only upon the written order of the corporation signed by such officer or officers, agent or agents of the corporation, and in such manner, as shall from time to time be determined by resolution of the Board of Directors and such authority may be general or confined to specific instances.  The institutions which may be so selected as custodians of the Board of Directors shall be fully protected in acting in accordance with the directions of the Board of Directors and shall in no event be liable for the due application of the securities so withdrawn from deposit or the proceeds thereof.

NOTICE

28.  Whenever under the provisions of the by-laws of the corporation notice is required to be given, such notice may be given either personally or emailed or by depositing same in a post office or a public letter box, in a prepaid, sealed wrapper addressed to the Director, officer or member at his or their address as the same appears on the books of the corporation.  A notice or other document as sent by post shall be held to be sent at the time when the same was deposited in a post office or public letter-box as aforesaid, or if emailed.  For the purpose of sending any notice the address of any member, Director or officer shall be his last address as recorded on the books of the corporation.

INTERPRETATION

29.  In these by-laws and in all other by-laws of the corporation hereafter passed unless the contract otherwise requires, words importing the singular number or the masculine gender shall include the plural number or the feminine gender, as the case may be, and vice versa, and references to persons shall include firms and corporations.

BY-LAW NUMBER 2

A by-law for the protection of Directors and Officers.
1.         Limitation of Liability - No Director or officer of the corporation shall be liable for the acts, receipts, neglect, or defaults of any other Director or officer or employee, or for joining in any receipt or other act for conformity or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired by order of the Board for or on behalf of the corporation, or for the insufficiency or deficiency of any security in or upon which any monies of the corporation shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person with whom any of the monies, securities or affects of the corporation shall be deposited, or for any loss occasioned by any error of Judgement or oversite on his part, or for any other loss, damage, or misfortune whatever which shall happen in the execution of the duties of his office or in relation thereto unless the same are occasioned by his own wilful neglect or default, or his failure to act honestly and in good faith with a view to the best interests of the corporation.
2.         Indemnity

a)         All costs, charges and expenses, whatsoever 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 permitted by him in or about the execution of the duties of his office;
b)         All other costs, charges and expenses he sustains or incurs in or about or in relation to the affairs of the corporation
except such costs, charges or expenses as are occasioned by his own wilful neglect or default or failure to act honestly and in good faith with a view to the best interests of the corporation.
c)         Insurance - The corporation may purchase and maintain insurance for the benefit of the Directors or officers of the corporation, former Directors or officers of the corporation and his heirs and legal representatives against any liability incurred by him in his capacity as Director or officer of the corporation, except where the liability relates to his own wilful neglect or default or his failure to act honestly and in good faith with a view to the best interests of the corporation.

ST. LEONARD’S SOCIETY OF BRANT

The foregoing by-laws 1 and 2 are hereby passed by the Directors of the Corporation pursuant to the Corporations Act.
The amended by-laws were approved and passed by motion of the Board of Directors the 26th day of June 2008.

BY-LAW NUMBER 1
A by-law relating generally to the transaction of the affairs of YOUTH EMPLOYMENT CENTRE OF BRANT.

BE IT ENACTED as a by-law of YOUTH EMPLOYMENT CENTRE OF BRANT, as follows-

HEAD OFFICE

1. The Head Office of the corporation shall be in the City of Brantford, in the Province of Ontario, and at such place therein as the Board of Directors may from time to time determine.

SEAL

2.  The seal, an impression whereof is stamped in the margin hereof, shall be the corporate seal of the corporation.

BOARD OF DIRECTORS

3.   The affairs of the corporation shall be managed by a Board of up to 17and not less than 14 Directors.  Prospective Board members who are in and/or have immediate family in active service within the corporation may not serve on the Board of Directors.  After their and/or their family involvement with client service has been inactive for at least one year, they may seek nomination to the Board.  Each elected Director at the time of his election and throughout his term of office shall be a member of the corporation.  Each elected Director shall be elected to hold office until the first annual meeting after he shall have been elected or until his successor shall have been duly elected and qualified.  All elected Directors shall be retired at each annual meeting but shall be eligible for re-election if otherwise qualified.  The election may be by a show of hands unless a ballot be demanded by any member.  The members of the corporation may, by resolution passed by at least two-thirds of the votes cast at a general meeting of which notice to pass such resolution has been given, remove any elected Director before the expiration of his term of office, and may, by a majority of the votes cast at that meeting, elect any eligible person in his stead for the remainder of his term.

TERMINATION OF POSITION AS BOARD MEMBER

4.The position of a Board member may be terminated by any of the following:

1. The Board member resigns his position in writing submitted to the Board of Directors and accepted by resolution of the Board of Directors.
2. The President of the Board of Directors, with input from the Resources Committee, may seek the resignation of a Board member if that member has failed to fulfil the duties and responsibilities as defined in the by-law and Board policies, or that member fails to attend three consecutive Board of Directors’ meetings without reasonable cause.  The Board, by resolution, may decide to terminate such member.
3. A resolution is passed by at least two-thirds of the votes cast by members at a general meeting of the membership of which notice specifying the intention to pass the resolution has been given.

Notice of termination will be sent by the President or Executive Director to the Board member at his last known address by registered mail or hand delivered.

VACANCIES, BOARD OF DIRECTORS

5.   Vacancies on the Board of Directors, however caused, may so long as a quorum of Directors remain in office, be filled in the case of elected Directors from among the qualified members of the corporation, if they shall see fit to do so, otherwise such vacancies shall be filled in the case of an elected Director at the next annual meeting of the Directors at which the Directors for the ensuing year are elected, but if there is not a quorum of Directors, the remaining Directors shall forthwith call a meeting of the members to fill the vacancy.  If the number of Directors is increased between the terms, a vacancy or vacancies, to the number of authorized increase, shall thereby be deemed to have occurred, which may be filled in the manner above, provided, except as to an increase in the number of ex officio Directors who shall be deemed to have become Directors at the date the authorization of their appointment becomes effective.

QUORUM AND MEETINGS, BOARD OF DIRECTORS

6.  Five of the Directors shall form a quorum for the transaction of business.  Except as otherwise required by law, the Board of Directors may hold its meetings at such place or places as it may from time to time determine.  No formal notice of any such meeting shall be necessary if all the Directors are present, or if those absent have signified their consent to the meeting being held in their absence.  Directors’ meetings may be formally called by the President or Vice-President or the Executive Director, or by the Secretary on direction of the President, Vice-President or Executive Director, or by the Secretary on direction in writing of two Directors.  Notice of such meetings shall be delivered, telephoned or emailed to each Director not less than one day before the meeting is to take place or shall be mailed to each Director not less than two days before the meeting is to take place.  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.  The Board may appoint a day or days in any month or months for regular meetings at an hour to be named and of such regular meeting no notice need be sent.  A Directors’ meeting may also be held, without notice, immediately following the annual meeting of the corporation.  The Directors may consider or transact any business either special or general at any meeting of the Board.

ERRORS IN NOTICE, BOARD OF DIRECTORS

7.  No error or omission in giving such notice for a meeting of Directors shall invalidate such meeting or invalidate or make void any proceedings taken or had at such meeting and any Director may at any time waive notice of any such meeting and may ratify and approve of any or all proceedings taken or had thereat.

VOTING, BOARD OF DIRECTORS

8.   Questions arising at any meeting of Directors shall be decided by a majority of votes.  In case of an equality of votes, the Chairman, in addition to his original vote, shall have a second or casting vote.  All votes at any such meeting shall be taken by ballot if so demanded by any Director present, but if no demand be made, the vote shall be taken in the usual way by assent or dissent.  A declaration by the Chairman that a resolution has been carried and an entry to that effect in the minutes shall be admissible in evidence as prima facie proof of the number or proportion of the votes recorded in favour of or against such resolution.  In the absence of the President his duties may be performed by the Vice-President or such other Director as the Board may from time to time appoint for the purpose.

POWERS

9.   The Directors of the corporation may administer the affairs of the corporation in all things and make or cause to be made for the corporation, in its name, any kind of contract which the corporation may lawfully enter into and, save as hereinafter provided, generally, may exercise all such powers and do all such other acts and things as the corporation is by its charter or otherwise authorized to exercise and do.
Without in any way derogating from the foregoing, the Directors are expressly empowered, from time to time, to purchase, lease or otherwise acquire, alienate, sell, exchange or otherwise dispose of shares, stocks, rights, warrants, options and other securities, lands, buildings and other property, movable or immovable, real or personal, or any right or interest the rein owned by the corporation, for such consideration and upon such terms and conditions as they may deem advisable.

REMUNERATION OF DIRECTORS

10. The Directors shall receive no remuneration for acting as such.

OFFICERS OF CORPORATION

11.   There shall be a president, a vice-president, a secretary, a treasurer, and, in the discretion of the Board of Directors, an assistant-treasurer, and such other officers as the Board of Directors may determine by by-law from time to time.  The officers shall be elected by the members of the corporation from among the Board of Directors, at the annual meeting and such election confirmed by the Board of Directors at the first meeting of the Board after the annual election of such Board of Directors, provided that in default of such election the then incumbents, being members of the Board, shall hold office until their successors are elected.  In the absence of a specific agreement authorized by resolution of the Board, no officer of the corporation shall be entitled to remuneration for his services as such.

DUTIES OF PRESIDENT AND VICE-PRESIDENT

12.  The president shall, when present, preside at all meetings of the members of the corporation and of the Board of Directors.  The president with the secretary or other officer appointed by the Board for the purpose shall sign all by-laws and membership certificates.  During the absence or inability of the President, his duties and powers may be exercised by the vice-present, and if the vice-president, or such other Director as the Board may from time to time appoint for the purpose, exercise any such authority or power, the absence or inability of the president shall be presumed with reference thereto.

DUTIES OF EXECUTIVE DIRECTOR

13.  The Executive Director shall be charged with the general management and supervision of the affairs and operations of the corporation, subject to the direction of the Board.  During the absence or inability of the Executive Director, the Director of Finance may exercise his duties and powers.

DUTIES OF SECRETARY

14.  The Secretary shall be ex officio clerk of the Board of Directors.  He shall attend all meetings of the Board of Directors and ensure all facts and minutes of all proceedings in the books kept for that purpose be recorded.  He or his delegate shall give all notices required to be given to members and to Directors.  He or his delegate shall be the custodian of the seal of the corporation and of all books, papers, records, correspondence, contracts and other documents belonging to the corporation which he or his delegate shall deliver up only when authorized by a resolution of the Board of Directors to do so and to such person or persons as may be named in the resolution, and he or his delegate shall perform such other duties as may from time to time be determined by the Board of Directors.
  DUTIES OF TREASURER AND ASSISTANT-TREASURER

15.    The Treasurer, or delegate, shall keep full and accurate accounts of all receipts and disbursements of the corporation in proper books of account and shall deposit all moneys or other valuable effects in the name and to the credit of the corporation in such bank or banks as may from time to time be designated by the Board of Directors.  He or his delegate shall disburse the funds of the corporation under the direction of the Board of Directors, taking proper vouchers therefor and shall render to the Board of Directors at the regular meetings thereof or whenever required of him or his delegate an account of all his transactions as Treasurer, and of the financial position of the corporation.  He or his delegate shall also perform such other duties as may from time to time be determined by the Board of Directors. 

DUTIES OF OTHER OFFICERS

16.     The duties of all other officers of the corporation shall be such as the terms of their engagement call for or the Board of Directors requires of them.

EXECUTION OF DOCUMENTS

17.    Deeds, transfers, licences, contracts and engagements on behalf of the corporation shall be signed by either the President or Vice-President or the Executive Director and Director of Finance and by the Secretary or by any two Directors and the Secretary or delegate shall affix the seal of the corporation to such instruments as require the same.
Contracts in the ordinary course of the corporation’s operations may be entered into on behalf of the corporation by the Executive Director or by any person authorized by the Board.
Notwithstanding any provisions to the contrary contained in the by-laws of the corporation, the Board of Directors may at any time by resolution direct the manner in which, and the person or persons by whom, any particular instruments, contract or obligations of the corporation may or shall be executed.

BOOKS AND RECORDS

18.      The Directors shall see that all necessary books and records of the corporation required by the by-laws of the corporation or by any applicable statute or law are regularly and properly kept.

MEMBERS OF THE CORPORATION

19.     Members shall reside in the Province of Ontario.  The membership shall consist of the applicants for incorporation of the corporation and such other persons and other legal entities as are admitted as members by the Board of Directors.  Each member shall promptly be informed by the Secretary of his admission as a member.  Each member, upon the expiry of 60 days after admission as a member, shall be entitled to 1 vote on each question arising at any special or general meeting of the members.  An annual fee may be charged for membership and the Board of Directors is authorized to fix such a fee.  The membership of any member lapses if the annual fee is not paid when due.  Relatives of employees of the corporation are not allowed to be members of the corporation. 

ANNUAL AND OTHER MEETINGS OF MEMBERS

 20.   The annual or any other general meeting of the members shall be held at the head office of the corporation or elsewhere in the County of Brant in the Province of Ontario as the Board of Directors may determine and on such day as the said Directors shall appoint.
At every annual meeting, in addition to any other business that may be transacted, the report of the Directors, the financial statement and the report of the auditors shall be presented and a Board of Directors elected and auditors appointed for the ensuing year and the remuneration of the auditors shall be fixed.  The members may consider and transact any business either special or general without any notice thereof at any meeting of the members.  The Board of Directors or the President or Vice-President shall have power to call at any time a general meeting of the members of the corporation.  No public notice nor advertisement of members’ meetings, annual or general, shall be required, but notice of the time and place of every such meeting shall be given to each member by sending the notice by prepaid mail or email ten days before the time fixed for the holding of such meeting; provided that any meetings of members may be held at any time and place without such notice if all the members of the corporation are present thereat or represented by proxy duly appointed, and at such meeting any business may be transacted which the corporation at annual or general meetings may transact.

ERROR OR OMISSION IN NOTICE

21.  No error or omission in giving notice of any annual or general meeting or any adjourned meeting, whether annual or general, of the members of the corporation shall invalidate such meeting or make void any proceedings taken thereat and any member may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat.  For the purpose of sending notice to any member, Director or officer shall be his last address recorded on the books of the corporation.

ADJOURNMENTS

22.    Any meetings of the corporation or of the Directors may be adjourned to any time and from time to time and such business may be transacted at such adjourned meeting as might have been transacted at the original meeting from which such adjournment took place.  No notice shall be required of any such adjournment.  Such adjournment may be made notwithstanding that no quorum is present.

QUORUM OF MEMBERS

23.   A quorum for the transaction of business at any meeting of members shall consist of not less than five members of the corporation present in person; and further provided that no resolution of the members passing, confirming, amending or rescinding any by-law of the corporation shall be valid unless at least any five of the Directors of the corporation shall be present at such meeting at the time the vote is taken.

VOTING OF MEMBERS

24.     In the case of an equality of votes at any general meeting whether upon the show of hands or at a poll, the chairman shall be entitled to a second or casting vote.

FINANCIAL YEAR

25.   Unless otherwise ordered by the Board of Directors, the fiscal year of the corporation shall terminate on the 31st day of March in each year.
CHEQUES, ETC.

26.    All cheques, bills of exchange or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors and any one of such officers or agents may alone endorse notes and drafts for collection on account of the corporation through its bankers, and endorse notes and cheques for deposit with the corporation’s bankers for the credit of the corporation, or the same may be endorsed “for collection” or “for deposit” with the bankers of the corporation by using the corporation’s rubber stamp for the purpose.  Any one of such officers or agents so appointed may arrange, settle, balance and certify all books and accounts between the corporation and the corporation’s bankers and may receive all paid cheques and vouchers and sign all the bank’s forms or settlement of balances and release or verification slips.

DEPOSIT OF SECURITIES FOR SAFEKEEPING

27.   The securities of the corporation shall be deposited for safekeeping with one or more bankers, trust companies or other financial institutions to be selected by the Board of Directors.  Any and all securities so deposited may be withdrawn, from time to time, only upon the written order of the corporation signed by such officer or officers, agent or agents of the corporation, and in such manner, as shall from time to time be determined by resolution of the Board of Directors and such authority may be general or confined to specific instances.  The institutions which may be so selected as custodians of the Board of Directors shall be fully protected in acting in accordance with the directions of the Board of Directors and shall in no event be liable for the due application of the securities so withdrawn from deposit or the proceeds thereof.

NOTICE

28.  Whenever under the provisions of the by-laws of the corporation notice is required to be given, such notice may be given either personally or emailed or by depositing same in a post office or a public letter box, in a prepaid, sealed wrapper addressed to the Director, officer or member at his or their address as the same appears on the books of the corporation.  A notice or other document as sent by post shall be held to be sent at the time when the same was deposited in a post office or public letter-box as aforesaid, or if emailed.  For the purpose of sending any notice the address of any member, Director or officer shall be his last address as recorded on the books of the corporation.

INTERPRETATION

29.   In these by-laws and in all other by-laws of the corporation hereafter passed unless the contract otherwise requires, words importing the singular number or the masculine gender shall include the plural number or the feminine gender, as the case may be, and vice versa, and references to persons shall include firms and corporations.

BY-LAW NUMBER 2

A by-law for the protection of Directors and Officers.
1.         Limitation of Liability - No Director or officer of the corporation shall be liable for the acts, receipts, neglect, or defaults of any other Director or officer or employee, or for joining in any receipt or other act for conformity or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired by order of the Board for or on behalf of the corporation, or for the insufficiency or deficiency of any security in or upon which any monies of the corporation shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person with whom any of the monies, securities or affects of the corporation shall be deposited, or for any loss occasioned by any error of Judgement or oversite on his part, or for any other loss, damage, or misfortune whatever which shall happen in the execution of the duties of his office or in relation thereto unless the same are occasioned by his own wilful neglect or default, or his failure to act honestly and in good faith with a view to the best interests of the corporation.

2.         Indemnity

a)         All costs, charges and expenses, whatsoever 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 permitted by him in or about the execution of the duties of his office;
b)         All other costs, charges and expenses he sustains or incurs in or about or in relation to the affairs of the corporation
except such costs, charges or expenses as are occasioned by his own wilful neglect or default or failure to act honestly and in good faith with a view to the best interests of the corporation.
c)         Insurance - The corporation may purchase and maintain insurance for the benefit of the Directors or officers of the corporation, former Directors or officers of the corporation and his heirs and legal representatives against any liability incurred by him in his capacity as Director or officer of the corporation, except where the liability relates to his own wilful neglect or default or his failure to act honestly and in good faith with a view to the best interests of the corporation.

YOUTH EMPLOYMENT CENTRE OF BRANT

The foregoing by-laws 1 and 2 are hereby passed by the Directors of the Corporation pursuant to the Corporations Act.
The amended by-laws were approved and passed by motion of the Board of Directors the 26th day of June 2008.

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