The Corporation Will Strive to Accommodate the Special Needs Groups and Concerns Through
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2017/2018 By-Laws
A BYLAW RELATING GENERALLY TO THE CONDUCT OF THE AFFAIRS OF THE MARY BERGLUND COMMUNITY HEALTH CENTRE Hub (HERINAFTER CALLED THE CORPORATION).
PREAMBLE
The Corporation will strive to accommodate the special needs groups and concerns through appropriate programs and services, including Franco phones, Aboriginals and seniors.
INTERPRETATION
1.1 In this by-law and all other by-laws of the Corporation, unless the context specifies or requires:
a) "act" means the Corporation Act, Revised Statutes of Ontario, 1990, c.38 as from time to time is amended and every statute that may be substituted therefore and, in the case of each substitution, any references in the by-laws of the Corporation to provisions of the act shall be read as references to the substituted provisions therefore in the new statute or statutes.
b) "by-laws" means any by-law of the Corporation from time to time in force and effect.
c) "Related family members" means husband, wife, same sex partner, common law spouse (including their children and step-children), mother, father, sister and brother.
d) "other business" means an interest, security of property, intimate, personal or financial information in respect of; a member of the Board, employee, prospective employee or client, acquisition of land, delivery of services and programs, decisions with respect to negotiations with employees of the Board and litigation affecting the Board.
e) "Year" means one electoral annual general meeting to the next electoral annual general meeting.
f) "Business day" means Monday to Friday until the close of business at 5:00 p.m., except on Statutory Holidays. g) "notification" as referred to under 6.8 (d) means giving notice by phone, e-mail or in writing to the Executive Director or the Office Administrator at least 24 hours prior to the meeting for which the notification is required.
h) “Officer’s” mean President, Vice-President, Secretary, Treasurer, Managers or any other person designated an officer by the by-laws of the corporation.
i) All terms contained in the by-laws which are defined in the act shall have the meanings given to such terms in the act.
j) words imparting the singular number only shall include the plural and vice-versa and words that imparting a specific gender shall include the other genders; and
k) the headings used in the by-laws are inserted for reference purposes only and are not to be construed or taken into account in construing the terms or provisions thereof or to be deemed in any way to clarify, modify or explain the effect of any such terms or provisions.
l) Meetings of the Corporation will be governed by the rules of order contained in "Procedures for Meetings and Organizations" 2nd Edition by Kerr and King, or, at the option of the Board, by "Robert's Rules of Order".
m) Remuneration means pay for services rendered.
n) Adjournment means to close a meeting.
HEAD OFFICE
2.1 The Head Office of the Corporation shall be in the Township of Ignace, in the Province of Ontario, and in such place as the Directors may from time to time determine.
SEAL
3.1 The seal, an impression whereof is stamped in the margin hereof, shall be the corporate seal of the corporation.
MEMBERSHIP
4.1 Membership in the Corporation shall be open to individuals who are eighteen (18) years of age or older and who reside within the boundary line 60 km East on Highway 17 ( including English River) 75 km West on Highway 17 (including Dinorwic) 125 km North on Highway 599 (including Savant Lake) and 50 km South on Highway 622.
Rights of Members
4.2 Except as otherwise provided in the by-law, members have all the rights, privileges and obligations available to members of the Corporation including, without restricting the generality of the foregoing, the right to the following:
2 a) attend all duly constituted meetings of the membership;
b) participate in the discussion of matters properly before the membership;
c) vote on matters properly before the membership;
d) stand for election to the Board of Directors, except those who have been employed or have been employed by the Corporation within one year of the day their employment ceases; or anyone who has competed for a position within the Corporation, or the organization as a whole, for a period of one year from the date their application was submitted to the Corporation; and
e) vote in elections to the Board of Directors.
4.3 Criteria for Membership Voting
Membership is open to individuals who are eighteen (18) years of age or older and who:
a) have demonstrated personal or professional interest in supporting the objectives and the work of the Corporation, who reside in the catchment area as described in 4.1, and
b) are users of the Centre, and
c) reside, work or attend school in the catchment area, and
d) complete a membership application 30 days prior to the MBCHC AGM.
Individuals who satisfy the criteria for membership may be admitted for membership by resolution of the Board. Individuals who are employees of the Corporation are not eligible for admission as members of the Corporation. Former employees are eligible for membership of the Corporation one (1) year after the date they are no longer employees.
The name & contact information, address, telephone number and e-mail address of the member will be collected and kept in conformity with current Privacy Policy.
4.4 Termination and Suspension of Membership
Notwithstanding sec. 5.4, the interest of a member in the Corporation is not transferable and lapses or ceases to exist upon his/her death or when he or she ceases to be a member by resignation or non residency in the community. A member may resign at any time upon written notice to the Secretary of the Corporation.
ALL ANNUAL OR SPECIAL MEETINGS OF MEMBERS
5.1 Annual General Meeting
The Annual General Meeting of members shall be held at any place within the Township of Ignace, on such day in each year and at such time as the Board of Directors may by resolution determine.
3 Annual General Meetings must be held within 15 months after the last Annual General Meeting. At the Annual General Meeting, in addition to any other business that may be transacted, the report of the Directors, the financial statements, and the report of the auditor shall be presented, the Board of Directors elected and auditors appointed for the ensuing year.
The remuneration of the auditor shall be fixed by resolution of the Board of Directors. The Auditor shall not be a director, officer or employee of the MBCHC Hub or an affiliated company or who is a partner, employer or employer of any such director, officer or employee.
5.2 Special Meetings
Other meetings of the members (to be known as “special general meetings”), may be convened by order of the President of the Board, by the Board of Directors, or upon written request by ten (10) members and is to be held at any date and time and at such place within the Township of Ignace for any purpose connected with the affairs of the Corporation.
5.3 Notice
Public notice, stating the day, hour, and place of a meeting, and the general nature of the business to be transacted, shall be given in two (2) or more forms at least two (2) weeks in advance of every Annual Meeting or Special Meeting.
5.4 Voting
Subject to the provisions, if any, contained in the Letters Patent of the Corporation, each member of the Corporation shall at all meetings of members be entitled to one (1) vote and he or she may vote by proxy. Such proxy must him/herself be a member and before voting, shall produce and deposit with the Executive Director sufficient appointment in writing from his/her constituent or constituents.
All members shall have the right to vote on all questions put to the general membership. Every question submitted to any meeting of the members shall be decided by a majority of the votes cast by members present in person or represented by proxy unless otherwise required by the by-laws of the Corporation. Every question shall be decided in the first instance by a show of hands, unless a poll is demanded by any member. Upon a show of hands, every member having voting rights shall have one (1) vote, and, unless a poll be demanded, a declaration by the President that a resolution has been carried, or not carried, and an entry to that effect in the minutes of the Corporation shall be admissible in evidence as prima facie proof of the fact without proof of the number of proportion of votes accorded in favor of, or against, such resolution. The demand for a poll may be withdrawn, but if a poll is demanded and not withdrawn, the question shall be decided by a majority of votes given by the members present in person or by proxy, and such poll shall be taken in such manners as the President shall direct in general meetings upon the matter in question. In case of an equality of votes at any general meeting, whether upon a show of hands or at a poll, the President shall be entitled to a casting vote. 5.5 President
4 The President of the Board or another person designated by the Board shall conduct Annual and Special Membership Meetings.
5.6 Quorum
A quorum for the transaction of business at any meeting of members shall consist of not less than ten (10) full members present in person or represented by proxy; provided that in no case any meeting be held unless there are eight (8) full members present in person.
5.7 Adjournment
An adjournment can be made while business is pending provided that the rules of the group provide for another meeting. When business is pending and the motion to adjourn is adopted, the unfinished business is carried over to the next meeting.
The Rules of Adjournment
a. Adjournment must be seconded. b. It is out of order when a member has the floor. c. It cannot be debated. d. It cannot be amended. e. It requires a majority vote.
DIRECTORS
6.1 Powers
a. 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 in hereinafter provided, generally, may exercise all such other powers and do all such other acts and things as the corporation is by its charter or otherwise authorized and exercised to 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, stock, rights, warrants, options, and other securities, lands, buildings and other property, moveable or immovable, real or personal, or any right or interest therein owned by the Corporation, for such consideration and upon such terms and conditions they may deem advisable.
b. Directors must reside in the Catchment Area as defined in by-law 4.1. If a Director ceases to be a member of the Corporation, he or she thereupon ceases to be a director.
c. Directors must be eighteen or more years of age.
d. If a director files for bankruptcy or becomes bankrupt he or she thereupon ceases to be a director.
6.2 Composition of the Board
5 The affairs of the Corporation shall be managed by a Board of nine (9) voting members, or any number of members dictated by the Corporations Act and the Ministry of Health & Long Term Care.
6.3 Election and Terms of Office
a) Each elected director shall be elected to hold office for a Four (4) year term with three (3) terms expiring each year.
b) All prospective candidates for the Board of Directors are required to provide to the incumbent Board of Directors a completed Nomination Application, Nominee Consent (Appendix “C“), a personal profile in such format as may be directed, from time to time, by the Board of Directors, for distribution to members in advance of elections of the next Annual General Meeting and in any event at least ten (10) business days as defined in section 1.1 (f) prior to the next Annual General meeting at which the election shall occur.
c) Where vacancies at the Board of Directors still exist following the nomination process, nominations shall be accepted from the floor at the Annual General Meeting.
d) Before taking up duties or being permitted to attend any meetings of the Board or Committee of the Board of Directors, the Director shall have provided the President of the Board of Directors with his or her Consent and Declarations set out in Appendix “A” to this By-law.
e) Candidates who have family members as defined in section 1.1 (c) already on the Board of Directors cannot stand for election or appointment to the MBCHC Hub Board of Directors.
6.4 Remuneration
The Directors shall serve without remuneration and no Director shall directly or indirectly receive any profit from his/her position as such; provided that a Director may be paid or reimbursed for reasonable expenses incurred in the performance of his/her duties. A director may receive remuneration from the organization provided he or she is not remunerated as a director.
6.5 Conflict of Interest
A member of the Board of Directors who is or will be present at a meeting shall orally disclose to the Board of Directors, forthwith, the general nature of any monetary or other business interest as defined in section 1.1(d), in respect of the subject for consideration and such member of the Board of Directors:
a) shall not, at any time take part in the discussion of, or vote on, any question in respect of the matter;
b) shall immediately leave the meeting and remain absent from it until the matter is no longer under consideration;
6 c) shall, as soon as possible after the meeting and in any event prior to the next meeting of the Board of Directors or special meeting called by the Board for that purpose, complete and file with the secretary of the Board a written disclosure, setting out the interest and its nature;
d) shall not, at any time, attempt, either at his or her own behalf or while acting for, by or through another person, to influence the voting on any such matter or influence employees of or persons interested in a contract with the Board with respect to the matter.
6.6 If the member is absent from a meeting in which he or she has a monetary interest or the business interest as defined in section 1.1(d) in a matter being considered, section 6.5(c) applies to that member and he or she shall:
a) disclose the interest in a manner described in section 6.5 at the next meeting of the Board or at a special meeting called by the Board for that purpose;
b) in the case of a committee meeting, disclose the interest in the manner described in section 6.5 at the next meeting of the committee or at a special meeting called by the Board for that purpose;
c) file a written disclosure in the manner described in section 6.5(c) as soon as possible after the next meeting, and in any event prior to the next meeting of the Board of Directors or special meeting called by the Board for that purpose.
6.7 For the purpose of these by-laws, a member of the Board of Directors shall be deemed to have a monetary interest or other business interest as defined in section 1.1 (d) in a matter in which the Board is concerned, if:
a) the Board of Directors member or his or her spouse or child,
i. is a shareholder in, a director, or senior officer of, a Corporation that does not offer its securities to the public,
ii. has a controlling interest in, or is a director or senior officer of, a corporation that offers its securities to the public,
iii. is a partner or agent of a person,
iv. is a member of a body, that has a monetary interest or other business interest in section 1.1 (d) in the matter;
b) the member of the Board of Directors or his or her spouse or child is an employee of a person or body and the member knows that the person or body has a monetary interest or other business interest as defined in section 1.1 (d) in the matter;
c) the member of the Board of Directors or his or her spouse or child has a direct or indirect monetary interest or other business interest as defined in section 1.1 (d) in the matter.
6.8 Vacancies
7 Vacancies on the Board of Directors, however caused, may, so long as a quorum of director’s remains in office be filled by the Directors from among the qualified members of the Corporation. If the remaining Directors see fit to do so, vacancy (ies) shall be filled at the next Annual General Meeting of the members at which the Directors for the ensuing term are elected. If there is not a quorum of Directors, the remaining Directors shall forthwith call a meeting of the members to fill the board vacancies. If the number of Directors is increased between the terms, a vacancy (ies) to the maximum number of Board of Director Positions shall thereby be deemed to have occurred.
The office of a Director of the Corporation shall be vacated if he or she:
a) is found to be or becomes of unsound mind;
b) is convicted of any indictable criminal offence, during the Director’s term of office and the offence is such that, after due process before the Board of Directors:
i. the Board has deemed the offence to be linked with the object of the Corporation, or
ii. the Board has determined that the conviction prevents the Director from carrying out his/her duties.
c) gives notice in writing to the Corporation that he or she resigns his or her office; or
d) is absent without prior notification from three (3) consecutive meetings; or is absent from 6 (six) properly notified meetings for any reason during any twelve (12) month period; or
e) is found to have acted in a manner contrary to the purpose of the Corporation pursuant to sections 6.5, 6.6, and 6.7 of this by-law, or breach of confidentiality as set out in section 16.1 and Appendix “B” of this by-law. Such action shall be ratified by the general membership at a special or general meeting called for that purpose; or
f) has family members that become employed as regular full-time, regular part-time or elect-to-work employees by the Mary Berglund Community Health Centre Hub in which case the Director shall resign within thirty (30) days of commencement of employment or within thirty (30) days of such conflict coming to the attention to the Board of Directors; or g) submits an application for employment with the Corporation.
Board members who resign from office or are removed from office for any of the foregoing reasons shall not be eligible to be a candidate for a period of not less than one (1) year from the date of resignation or removal.
MEETING OF DIRECTORS
7.1 Meetings
8 The Board of Directors shall ordinarily meet once each month, but at least ten (10) such meetings shall be held in each year.
7.2 Place of Meeting
The Annual General Meeting, Special Meetings or any Meetings of the Directors shall be held at the Head Office of the Corporation or elsewhere in Ontario as the Board of Directors may determine and on such day as the said Directors shall appoint.
7.3 Notice
a. Notice of meetings of the Board of Directors shall be delivered or telephoned to each Director no less than two (2) days before the meeting is to take place, or shall be mailed to each Director no less than five (5) days before the meeting is to take place. The statutory declaration of the Executive Director or President that notice has been given pursuant to this by-law shall be sufficient and consecutive 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 notices need to be sent.
b. Public notice stating the day, hour and place of the regular meeting of the Board of Directors shall be provided to the members in two (2) or more forms at least 10 days in advance of the meeting time.
c. A Directors meeting may also be held without notice, immediately following the Annual Meeting of the Corporation. The notice of any meeting convened as aforesaid needs to specify the purpose of or the business to be transacted at the meeting.
d. The accidental omission to give such notice of any meeting of Directors to, or the non-receipt of any notice by any person shall not invalidate any resolution passed or any proceeding taken at such meeting.
7.4 Quorum
A majority of the sitting members shall form a quorum for the transaction of business, and, notwithstanding any vacancy among the Directors, a quorum of Directors may exercise all the powers of Directors. No business shall be transacted at a meeting of Directors unless a quorum of the Board of Directors is present.
7.5 Voting
Questions arising at any meetings of Directors shall be decided by a majority of the votes. All votes at any such meeting shall be taken by ballot if so demanded by any Director present, but if no demand is made, the vote shall be taken in the usual way by assent or dissent. A signed declaration by the President or the Executive Director that a resolution has been carried and an entry to the effect in the minutes shall be admissible in evidence as prima facie proof of the fact without proof of the number or proportion of the votes recorded in favor or against the resolution.
7.6 Emergency Meetings
9 Emergency meetings of the Board of Directors may be called without notice by the President at his/her discretion or at the request of five (5) Board members.
7.7 Telephone Participation
With the exception of in-camera meetings, if all the Directors of the Corporation present at or participating in the meeting consent, a meeting of the Directors may be held by means of such telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously and a Director participating in such meeting by such means is deemed for the purpose of the Act to be present at that meeting.
7.8 Adjournment
An adjournment can be made while business is pending provided that the rules of the group provide for another meeting. When business is pending and the motion to adjourn is adopted, the unfinished business is carried over to the next meeting.
The Rules of Adjournment
a. Adjournment must be seconded. b. It is out of order when a member has the floor. c. It cannot be debated. d. It cannot be amended. e. It requires a majority vote.
7.9 Resolution in Lieu of Meeting
Notwithstanding any of the provisions of the by-law, but subject to the Act, a resolution in writing, signed by all the Directors entitled to vote on that resolution at a meeting of the Directors is valid as if it had been passed at a meeting of the Directors.
OFFICERS
8.1 Election, Appointment of Officers
Officers shall be elected at the first meeting of the Board of Directors held following the Annual Meeting of members. The Directors shall elect by ballot from among themselves a President, Vice-President and Secretary/Treasurer. They shall remain in office until their successors are elected by ballot by the Board of Directors. The Directors may appoint such other officers and agents as they deem necessary, who shall have such authority and shall perform such duties as may from time to time be prescribed by the Directors.
8.2 Removal
All of the officers, in the absence of agreement to the contrary, shall be subject to
10 removal by resolution of the Board of Directors, at any time, with or without cause.
8.3 President
The President, when present, shall preside at all meetings of the Board and have the authority to designate a chairperson for all or part of the meeting. The President will act as the most senior spokesperson for the organization both internally and externally. The President shall sign contracts, documents or instruments in writing as require a signature and shall have such other powers and duties as may from time to time be assigned by the Board of Directors or as incident to the office. The President shall be ex-officio member of all committees. In the absence of the President and Vice-President, the members present at any meeting of the Board shall choose another member of the Board to act as Chairperson. The position of President is a two year term with automatic succession as to the President after serving a two year term as Vice-President.
8.4 Vice-President
The Vice-President shall be vested with all the powers and shall perform all the duties of the President, in the absence, inability, or refusal of the President to act. The Vice- President Position shall be a two year term and elected by MBCHC Hub Board of Directors every year. The Vice-President must make a four year succession commitment to the board to:
* Serve a term as President once his/her Vice-President term is completed;
8.5 Secretary
The Secretary will ensure that minutes and records of meetings of the Board of Directors are maintained and distributed. The Secretary is a two year term and be elected by the MBCHC Hub Board of Directors every two years.
8.6 Treasurer
The Treasurer will monitor the financial affairs of the organization and present financial reports and statements at designated meetings of the Directors and the Annual General Meeting. The Treasurer is a two year term and be elected by the MBCHC Hub Board of Directors every two years.
8.7 Signing Authority
Signing authority for Corporation bank accounts shall be the President, Vice-President and Secretary, Treasurer, the Executive Director, and one other staff member, as designated by the Board of Directors.
Every and all charges against the Corporation bank account must have two (2) signatures, one signature shall be the President or designated Director and the second (2nd) signature shall be the Executive Director or designated staff member.
8.8 Vacancies
11 If the office or officer of the Corporation shall be or become vacant by reason of death, resignation, and disqualification or otherwise, the Board of Directors may appoint a person to fill such vacancy.
Should any of the Vice-President, President or Past-President for any reason leave the board before his/her rotation in the three year succession is completed, the MBCHC Hub Board of Directors shall meet and:
if the retiring officer is the Vice-President, appoint a new Vice-President; if the retiring office is the President, appoint the Vice-President to be the new President and appoint a new Vice-President; if the retiring officer is the Past-President, appoint a former President to serve as the Past-President. If there is no former President on the board, the Past- President position shall remain vacant for the balance of the term.
EXECUTIVE COMMITTEE
9.1 Powers
The Executive Committee shall have such powers and responsibilities as may be delegated to it from time to time by the Board of Directors.
9.2 Composition of the Executive Committee
The Executive Committee shall be comprised of four (4) voting members including the President, Vice-President and Secretary,Treasurer. The Executive Director shall sit as an ex-officio, non-voting member of the Executive Committee.
9.2.1 Quorum - The quorum of all meetings of the Executive Committee shall be three (3) voting members.
OTHER COMMITTEES
10.1 The Board of Directors may from to time constitute such committees as it deems necessary and it shall prescribe their duties, and shall appoint a Director to act as Chairperson for said constituted committees. Committee membership shall be open to all Corporation members. Members of the Corporation who are appointed to a committee and who are employees of the Corporation shall be ex-officio members of said committee. The committees may meet for the transaction of business, adjourn and otherwise regulate their meetings as they think fit provided, however, that a majority of the members of each committee shall constitute a quorum thereof for the transaction of business.
STAFF APPOINTMENTS
11.1 General
12 The Board of Directors may appoint such agents and engage such employees as it shall deem necessary from time to time, and such persons shall have authority and shall perform such duties as shall be prescribed by the Board of Directors.
11.2 Executive Director
The Board of Directors shall appoint an Executive Director and may delegate to him or her full authority to manage and direct the business affairs of the Corporation (except such matters and duties as by law must be transacted and performed by the Board of Directors or by the members at General Meetings), and to employ and discharge agents and employees of the Corporation, or may delegate to him/her any lesser power. The Executive Director shall at all reasonable times give to the Directors any information they may require as recorded in minutes, documents, books of account and accounting records of the Corporation.
MINUTES OF MEETINGS
12.1 The minutes of the meetings of members, and meetings of the Board of Directors shall be available to the general membership of the Corporation for viewing at the Head Office, and shall be available to the Board of Directors and each of whom shall receive a copy of such minutes.
BOOKS AND RECORDS
13.1 The Directors shall see that all necessary books and records of the Corporation required by the by-law of the Corporation or by any applicable statute or law are regularly and properly kept.
13.2 The books and records shall, during the normal business hours of the Corporation, be open to inspection by any director, upon request to the Executive Director.
13.3 The following documents and registers shall be kept: a copy of the letters patent and any supplementary letters patent; all by-laws and special resolutions of the corporation; a register of shareholders or members; a register of directors and specified books or accounts.
CHEQUES, DRAFTS AND NOTES
14.1 All cheques, drafts or orders for the payment of money and all such noted and acceptance of bills of exchange shall be signed by such officer or officers or person or persons and in such a manner as the Board of Directors may from time to time designate.
FISCAL YEAR
15.1 Unless otherwise fixed by resolution of the Board of Directors, the fiscal year for the Corporation shall end March 31st of each year.
13 CONFIDENTIALITY
16.1 All members of the Board of Directors shall respect the confidentiality of such matters as determined by the Board of Directors. Directors shall sign a Confidentiality Statement with respect to Corporation matters at the first regular meeting scheduled following the Annual General Meeting.
EXECUTION OF INSTRUMENTS
17.1 When authorized by the Board of Directors, deeds, transfers, licenses, contracts and engagements on behalf of the Corporation shall be signed by the President or Vice- President and the Executive Director and the Executive Director shall affix seal of the Corporation to such instruments as require the same. All deeds, transfers, licenses, contracts and engagements in writing so signed and sealed shall be binding upon the Corporation without any further authorization or formality.
Contracts in the ordinary course of the Corporation operations may be entered into on behalf of the Corporation by the President, Vice-President, Secretary/Treasurer or any other authorized by the Board of Directors.
BORROWING
18.1 Borrowing
In addition to, and without limiting such other powers which the Corporation may by law possess, the Directors of the Corporation may without authorization of the members:
a) borrow money on the credit of the Corporation by obtaining loans or advances or by way of overdraft or otherwise;
b) issue, sell or pledge securities of the Corporation including bonds, debentures, for such sums on such terms and at such terms and at such prices as they deem expedient;
c) charge, mortgage, hypothecate or pledge all or any of the real or personal property of the Corporation including book debts, rights, powers, franchises and undertakings, to secure any securities or any money borrowed, or other debt, or any obligation or liability of the Corporation.
18.2 From time to time the Directors may authorize any Director, officer or employee of the Corporation or any other person to make arrangements with reference to the moneys borrowed or to be borrowed as aforementioned and as to the terms and conditions of the loan thereof, and as to the securities to be given therefore with power to vary or modify such arrangements, terms and conditions and to give such additional securities for any monies borrowed or remaining due by the Corporation as the Directors may authorize, and generally to manage, transact and settle the borrowing of the Corporation.
PROTECTION
19.1 Every Director or Officer of the Corporation, or any such person who has undertaken or
14 is about to undertake any liability on behalf of the Corporation and their heirs, executors, administrators and estates and effects respectfully, shall at all times be indemnified and saved harmless out of the funds of the Corporation, from and against:
a) all costs, charges and expenses whatsoever which such Director, Officer or other person sustains or incurs in or about any action, suit or proceeding which is brought, commenced or prosecuted against him/her in or in respect of any such liability; and
b) all other costs, charges and expenses which he or she sustains or incurs in or about in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his/her own willful neglect or default.
19.2 Insurance
The Corporation shall purchase and maintain insurance for the protection of Directors and the Executive Director of the Corporation as the Board of Directors may from time to time determine.
AMENDMENTS
20.1 These bylaws may be amended by a two-thirds (2/3) majority of votes cast at any Annual or Special Meetings.
Enacted this 16th day of September, 2014
______President Executive Director Updated as per the 2014 AGM
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