NISHNAWBE ASKI POLICE SERVICE

BYLAW NO. 1

BYLAWS - Nishnawbe Aski Police Services [Page 1] Final Draft – Passed by Board on April 9, 2013

Table of Contents

1.1 HEAD OFFICE...... 5

2.1 SEAL ...... 5

MEMBERS ...... 5 3.1 Members ...... 5 3.2 Chiefs’ Councils ...... 5 3.3 Recognition of New First Nation / Chiefs’ Councils ...... 6 3.4 Recognition of New ...... 7 3.5 Withdrawal from Membership ...... 7 3.6 Termination of Membership ...... 7, 8 3.7 Annual Meetings ...... 8 3.8 General Meetings ...... 8 3.9 Notice of Meetings ...... 8, 9 3.10 Quorum ...... 9 3.11 Consensus...... 9 3.12 Voting ...... 9 3.13 Proxies……………………………………………………………………………………….9,10 3.14 Adjournments ...... 10 3.15 Meetings of NAPS First Nations ...... 10 3.16 Call For a Meeting ...... 10

DIRECTORS ...... 11 4.1 Powers of Board ...... 11 4.2 Term of Directors ...... 11 4.3 Eligibility of Directors ...... 11 4.4 Composition of the Board of Directors ...... 11, 12 4.5 Nishnawbe-Aski Nation Representative ...... 12 4.6 Elders ...... 12 4.7 Appointment of Directors ...... 12

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4.8 Vacancies, Board of Directors ...... 12 4.9 Removal of Directors ...... 12, 13 4.10 Procedure / Removal of Directors ...... 13 4.11 Quorum, Board of Directors ...... 13 4.12 Meetings of Directors ...... 13, 14 4.13 Consensus...... 14 4.14 Voting, Board of Directors ...... 14 4.15 Open Board Meetings ...... 14 4.16 In-Camera Session of the Board ...... 14, 15 4.17 Minutes ...... 15 4.18 Conflict of Interest Guidelines ...... 15, 16 4.19 Conflict of Interest Procedure ...... 16 4.20 Remuneration of Directors ...... 16 4.21 Directors Insurance ...... 16 4.22 Indemnities to Directors and Others ...... 16, 17

OFFICERS ...... 17 5.1 Election of Officers ...... 17 5.2 Honoraria ...... 17 5.3 Removal of Officers ...... 17 5.4 Duties of the Chair ...... 18 5.5 Duties of the Vice-Chair ...... 18 5.6 Duties of the Secretary/Treasurer ...... 18, 19 5.7 Delegation of Duties of Officers ...... 19 5.8 Vacancies ...... 19

STAFF ...... 19 6.1 Chief of Police ...... 19 6.2 Appointment of Officer ...... 19 6.3 Complaints Procedure ...... 20

7.1 COMMITTEES ...... 20

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8.1 ELECTRONIC MEETINGS ...... 20

9.1 VOTING SHARES AND SECURITIES IN OTHER COMPANIES ...... 20

EXECUTION OF CONTRACTS ...... 21 10.1 Approval of Contract and Documents ...... 21 10.2 Execution of Contracts and Documents ...... 21

FINANCIAL ARRANGEMENTS ...... 21 11.1 Banking ...... 21 11.2 Borrrowing ...... 22 11.3 Cheques, Drafts and Notes ...... 22 11.4 Fiscal Year...... 22 11.5 Auditors ...... 22

INTERPRETATION ...... 23 12.1 Singular / Plural ...... 23 12.2 Repeal of Prior Bylaws ...... 23

SIGNATURE PAGE ...... 24

SCHEDULE “A” ...... 25

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BYLAW NO. 1

A Bylaw Relating Generally to the Conduct

of the Affairs of Nishnawbe Aski Police Service

BE IT ENACTED AND IT IS HEREBY ENACTED as a Bylaw of Nishnawbe Aski Police Service. (hereinafter called “NAPS”) as follows:

HEAD OFFICE

1.1 Head Office The Head Office of NAPS shall be on the Reserve of the in the Province of .

SEAL

2.1 Seal The seal which is stamped in the margin shall be the corporate seal of NAPS.

MEMBERS

3.1 Members The Members of the Corporation shall be each of the First Nations served by NAPS as set forth in Schedule “A”. The Members shall be referred to herein as “NAPS First Nations”.

The Chief of each NAPS First Nation shall function as a Member of NAPS and each shall be entitled to one vote.

3.2 Chiefs’ Councils The NAPS First Nations shall be divided into groups, known as “Chiefs’ Councils”, on the basis of common interest. The Chiefs’ Councils shall be as follows:

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(1) Keewaytinook Okimakanak/Northern Chiefs Council North Spirit Lake Keewaywin Deer Lake Fort Severn Poplar Hill

(2) Shibogama First Nations Council Wunnumin Lake Kingfisher Lake Kasabonika

(3) Windigo First Nations Council Bearskin Lake Weagamow Lake Cat Lake Sachigo Lake Slate Falls Koocheching

(4) Council Marten Falls Neskantaga Webequie Aroland Constance Lake Eabametoong (Fort Hope) Nibinamik

(5) Unaffilliated First Nations Sandy Lake Mishkeegogamang Weenusk

(6) Attawapiskat Fort Albany Kashechewan New Post Chapleau Cree Moose Cree

(7) Brunswick House Matachewan Mattagami Wahgoshig Chapleau Ojibway

3.3 Recognition of New First Nations/Chiefs’ Councils New First Nations and Chiefs’ Councils may be recognized by special resolution of the NAPS First Nations.

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3.4 Recognition of New First Nations 3.4.1 Any First Nation which wishes to join NAPS shall apply in writing to the Board of Directors.

3.4.2 The Board shall consider such request, and may by resolution, approve in principle the acceptance of that First Nation as a member.

3.4.3 The Board shall direct the Chief of Police to prepare a report on all of the financial and other implications for NAPS of admitting the First Nation to membership. Such report shall be available to the Board prior to a ratification vote of the Annual General Meeting.

3.4.4 The Board may place the matter on the agenda for the next Annual General Meeting for ratification by a 2/3 vote of the NAPS First Nations.

3.5 Withdrawal from Membership 3.5.1 A First Nation may withdraw from membership in NAPS by giving at least six (6) months notice in writing to the Board. Such withdrawal shall be effective at the commencement of the next fiscal year, following the notice period.

3.5.2 The First Nation giving notice shall set forth in the notice its reasons for withdrawing from NAPS.

3.5.3 Upon receipt of notice from a First Nation of its intention to withdraw from NAPS, the Board shall immediately commence discussions with that First Nation with a view to entering into arrangements for the transition of services.

3.6 Termination of Membership 3.6.1 If the Board believes that any First Nation is conducting themselves in a manner that is or may be harmful to NAPS or is inconsistent with the objects of NAPS, the Board may, in its good faith discretion, convene a General Meeting of the First Nations to deal with the issue.

3.6.2 The Board shall direct the Chief of Police to prepare a report on all of the financial and other implications for NAPS regarding the termination of a First Nation’s membership in NAPS. Such report shall be available to the First Nations prior to any decision to

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terminate membership.

3.6.3 Any First Nation whose membership is to be terminated, must be given:

a) At least 15 days notice of a disciplinary action or termination with reasons; and b) An opportunity to be heard, orally or in writing, not less than five (5) days before disciplinary action or termination of membership becomes effective, by the person with authority to impose or revoke the disciplinary action or termination.

3.7 Annual Meetings An Annual meeting of the NAPS First Nations shall be held at such place at such time and on such date as the Board may determine. Meetings shall be held on a First Nation unless there is significant reason to do otherwise. At Annual meetings, there shall be presented a report by the Board on the affairs of NAPS, the auditor’s report, and such other information or reports relating to the activities of NAPS as the Board may determine. Any First Nation shall have an opportunity to raise any matter relevant to the affairs of NAPS.

3.8 General Meetings General meetings of the First Nations may be called by the Board, to be held at any date and any time and at any place. Meetings shall be held on a First Nation unless there is significant reason to do otherwise.

3.9 Notice of Meetings Notice of the time and place of every meeting shall be delivered, to each First Nation by at least one of the following means:

a) by prepaid mail; or

b) by facsimile transmission, email, or other electronic transmission to the office of the First Nation at least ten (10) days prior to the scheduled date and time of the meeting.

The declaration of the Secretary-Treasurer that notice has been given shall be sufficient conclusive evidence of the giving of such notice. No formal notice of a meeting is necessary if all the First Nations are present or if those absent have signified their consent

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to the meeting being held without notice in their absence.

3.10 Quorum A quorum at any meeting of First Nations shall consist of a majority of NAPS First Nation Chiefs present in person.

3.11 Consensus The First Nations shall attempt to reach an agreement on all questions by consensus. A declaration by the Chair that a resolution has been carried by consensus shall be conclusive evidence of that fact. If no consensus can be reached on a question then, a vote shall be held in accordance with Section 3.12.

3.12 Voting Each Chief shall be entitled to one (1) vote. Unless passed by consensus, every question shall be decided by a majority of votes of those present. Every question shall be decided by a show of hands, unless a ballot is demanded by any Chief. Unless a ballot is demanded, a declaration by the Chair that a resolution has been carried or lost shall be conclusive evidence of that fact without proof of the number of votes recorded in favour of or against the motion. If a ballot is demanded, such ballot shall be taken in such manner as the Chair shall direct and the result of such ballot shall be deemed to be the decision of NAPS upon that matter. A demand for a ballot may be withdrawn. In case of a tie, the Chair shall both on a show of hands and at a ballot have a second vote.

3.13 Proxies Every Chief entitled to vote at a meeting of the NAPS First Nations may by means of a proxy appoint a proxyholder or one or more alternate proxyholders, as the Chief’s nominee to attend and act at the meeting in the manner, to the extent and with the authority conferred by the proxy.

A person appointed by proxy must be a member of a NAPS First Nation.

A Chief who appoints a proxy may do so either by way of a limited proxy or a general proxy. A limited proxy may restrict the kinds of matters on which the proxyholder may vote on behalf of the member, contain a time limit regarding the time during which the proxy

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shall be effective or contain any other restriction that the member considers.

The form of proxy shall be in compliance with the regulations of the Ontario Not-for-profit Corporations Act.

3.14 Adjournments The Chair, with the consent of the meeting and subject to such conditions as the meeting may decide, may adjourn the meeting from time to time and from place to place.

3.15 Meetings of NAPS First Nations The First Nations or the Board may convene a meeting of the NAPS First Nations to consider any matter relevant to the affairs of NAPS to be held at such place at such time and on such date as the Board or First Nations may determine.

3.16 Call for a Meeting The First Nations served by NAPS may call for a meeting of the NAPS First Nations in accordance with the following:

a) 20% percent of the NAPS First Nations may requisition the Board to call a meeting of the NAPS First Nations

b) The requisition must be in writing and signed by the Chief of each requisitioning First Nation.

c) The requisition must state the purpose of the proposed meeting and the reasons why a meeting of the NAPS First Nations is necessary

d) Upon receiving a requisition the Board shall convene a meeting of the NAPS First Nations within 90 days (subject to availability of funding)

e) Alternatively to calling a meeting of the NAPS First Nations, the Board may place the matter on the agenda of the next NAN Chiefs meeting.

f) If the Board does not convene a meeting or arrange to place the matter on the agenda of the next Nishnawbe-Aski Nation Chiefs meeting, then any five (5) Chiefs may convene such a meeting in accordance with the procedures set forth in this Bylaw.

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DIRECTORS 4.1 Powers of Board The affairs of NAPS shall be managed by a Board of seven (7) Directors plus a representative of NAN who may exercise all such powers of NAPS except those that are by law or by resolution of NAPS required to be done at a meeting of the First Nations.

The Board shall have the power to authorize expenditures on behalf of NAPS may delegate by resolution to the Chief of Police the right to employ and pay salaries and to authorize expenditures on behalf of NAPS.

4.2 Term Subject to re-election or reappointment, a Director’s term of office shall expire on the close of the fourth annual meeting of the members after the appointment of the Director.

4.3 Eligibility of Directors Each Director shall be a natural person at least eighteen (18) years of age.

Each Director shall be a member of a First Nation which is a member of NAPS.

No Director shall be an employee of NAPS.

No Director shall be an undischarged bankrupt, or a mentally incompetent person.

No person who has been convicted of a criminal offence, for which he is not eligible for a pardon, may be a member of the Board.

No Director shall be concurrently employed as a police officer or First Nations constable.

4.4 Composition of the Board of Directors Each Chiefs’ Council shall elect or appoint a Director as follows:

Windigo First Nations Council 1 Director

Keewaytinook Okimakanak 1 Director

Shibogama Tribal Council 1 Director

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Matawa First Nations Management 1 Director

Wabun Tribal Council 1 Director

Mushkegowuk Council 1 Director

Unaffilliated First Nations 1 Director

7 Directors

4.5 Nishnawbe-Aski Nation Representative The Executive Council of Nishnawbe-Aski Nation shall appoint one (1) member of the Board which shall normally be the NAN Deputy Grand Chief with the policing portfolio. The Director so appointed shall not have the right to vote nor be counted in the quorum.

4.6 Elders The Board shall select one Elder to be an advisor to the Board. Such selection shall consider the age, experience, and wisdom of the Elder and shall take into account the need for representation of both genders and of different First Nations. The Elder shall serve on an ad hoc, rotating basis.

4.7 Appointment of Directors The Directors shall be elected or appointed by their respective Chiefs’ Councils. Directors shall continue in office until their successors shall have been duly elected or appointed by their respective Chiefs’ Councils.

4.8 Vacancies, Board of Directors Vacancies on the Board, however caused, may be filled by the Chiefs’ Council which has the vacancy. Any Director appointed or elected to fill any such vacancy shall hold office at the pleasure of the Chief’s Council which appointed the Director.

4.9 Removal of Directors A Director shall cease to be a Director of NAPS:

a) if he becomes bankrupt;

b) if he is found to be mentally incompetent or becomes of unsound mind;

c) if he resigns in writing;

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d) if, in the opinion of the Board of Directors, and ratified by the First Nations, the conduct of a Director is or may be harmful to or is inconsistent with the objects of NAPS; or

e) if he is convicted of a serious criminal offence (one prosecuted by indictment).

4.10 Procedure/Removal of Directors

a) Notice of the Board of Directors’ intent to terminate any directorship must be given to the relevant Chiefs’ Council in writing, at least one (1) month prior to the date set for the meeting to terminate any directorship; and

b) any director whose directorship is to be terminated, must be given an opportunity to be heard, at a meeting of the Chiefs’ Council set for that purpose.

4.11 Quorum, Board of Directors A majority of the voting Directors shall form a quorum for the transaction of business.

4.12 Meetings of Directors The Directors shall hold at least four (4) meetings in each fiscal year. Meetings of the Board may be called at any time to be held at any place by the Chair or any two (2) Directors. Meetings shall be held on a First Nation unless there is significant reason to do otherwise.

The Board may by resolution determine to hold regular meetings of the Board and may fix the date of such meetings; and so long as such resolution is in effect, the Secretary shall convene such meetings.

Notice of the time and place of every meeting and a draft agenda shall be delivered, to each member by at least one (1) of the following means:

a) by prepaid mail;

b) by facsimile transmission or other electronic transmission to the Director at least five (5) working days prior to the scheduled date and time of the meeting.

The declaration of the Secretary-Treasurer that notice has been given shall be sufficient and conclusive evidence of the giving of such notice. No formal notice of a meeting is

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necessary if all the Directors are present or if those absent have signified their consent to the meeting being held without notice and in their absence.

A Board meeting may be held without notice immediately following any Annual or General meeting of NAPS. Notice of any meeting or any irregularity in any meeting or in notice thereof may be waived by any Director.

4.13 Consensus The Board shall attempt to reach an agreement on all questions by consensus. A declaration by the Chair that a resolution has been carried by consensus shall be conclusive evidence of that fact. If no consensus can be reached on a question then, a vote shall be held in accordance with Section 4.14.

4.14 Voting, Board of Directors Questions arising at any meeting of the Board shall be decided by a majority of votes. In the case of a tie, shall have a vote. All votes at any such meeting shall be taken by show of hands unless a ballot is demanded by any Director.

4.15 Open Board Meetings All meetings of the Board shall be open to such other persons or classes of persons as the Board from time to time by resolution may determine, unless the Board by resolution requires that any Board meeting or part thereof shall be held in camera. No one other than a Director shall vote on any question proposed for consideration at any Board meeting.

4.16 In-Camera Session of the Board In-Camera sessions of the Board are meetings or parts of meetings open only to Directors and specified staff. All discussions will be held during In-Camera when the subject matter under consideration involves:

∙ intimate, personal, disciplinary or financial information with regard to a client

∙ intimate personal, disciplinary or financial information with respect to a Director or an employee

∙ staff disputes

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∙ staff contracts or salaries

∙ litigation

The Board may choose to hold an in-camera meeting at anytime they in their discretion choose.

Minutes of In-Camera meetings are available only to the participants in the meeting and are kept in Confidential files. Any material of a confidential nature distributed during the meeting shall be collected at the end of the session and disposed of.

4.17 Minutes The minutes of each Board meeting shall be submitted to the Board for its approval at the next following Board meeting and, once approved, copies shall be made available to each First Nation.

Copies of the approved minutes shall be available at the head office of NAPS for inspection by the public during regular business hours.

4.18 Conflict of Interest Guidelines

a) Every Director is in a fiduciary relationship with NAPS and is under an obligation to act in utmost good faith towards NAPS in his dealings with it or on its behalf.

b) No Director shall place himself in a position where there is a conflict between his duties as Director and his other interests.

c) Each Director who is a Chief or a Councilor of a First Nation shall declare a conflict whenever the Board is dealing with an issue which may have a particular impact on that First Nation.

d) Each Director must use utmost care and discretion in the handling of confidential or privileged information and such information shall not be used for personal benefit or for the benefit of family, friends or associates.

e) Directors shall disqualify themselves from dealing with relatives, including parents, parents-in-law, brothers, sisters, brother-in-law, sister-in-law, grandparents, spouses, children, children-in-law and grandchildren.

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f) A Director shall not demand, accept, agree to accept or offer, directly or indirectly, gifts, discounts, loans, services, or benefits from or to a person or corporation having dealings with NAPS.

g) Every Director or Officer of NAPS who is a party to a material contract with NAPS shall disclose the nature and extent of this interest.

4.19 Conflict of Interest Procedure

a) Every Director who has or believes that he may have a conflict of interest shall declare his interest fully at a meeting of the Board and shall refrain from discussion and voting in respect of the matter on which he has declared a conflict.

b) Every disclosure of conflict of interest shall be recorded in the minutes of the meeting.

c) Any Director who is aware of a potential conflict of interest of another Director which

has not been disclosed, shall disclose that potential conflict to the Board. If it is agreed that a conflict exists, then the procedure for Conflict of Interest shall be applied.

4.20 Remuneration of Directors Directors shall serve as such without remuneration and no Director shall directly or indirectly receive any profit from his position as such, provided that a Director may be paid reasonable expenses incurred by him in the performance of his duties.

4.21 Directors Insurance NAPS may, with the approval of the Board, purchase insurance to cover liabilities incurred by the Directors and Officers of NAPS. NAPS may, with the approval of the Board purchase insurance to provide coverage to the Board in the event of death or disability.

4.22 Indemnities to Directors and Others Every Director or officer of NAPS or other person who has undertaken or is about to undertake any liability on behalf of NAPS and its heirs, executors and administrators and estate and effects respectively, shall from time to time and at all times be indemnified and be saved harmless out of the funds of NAPS from and against:

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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 for 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 which he sustains or incurs in or about of in relation to the affairs thereof except such costs, charges or expenses as are occasioned by his own wilfull neglect or default.

NAPS shall not indemnify an individual unless:

a) The individual acted honestly and in good faith with a view to the best in interests of NAPS or other entity, as the case may be; and b) If the matter is a criminal or administrative proceeding that is enforced by a monetary penalty, the individual had reasonable grounds for believing that his or her conduct was lawful.

OFFICERS

5.1 Election of Officers The Board shall annually or as may be required elect a Chair, Vice-Chair and Secretary/Treasurer from among its members. The Board may appoint such other officers and agents as they deem necessary to have such authority to perform such duties as may be prescribed by the Board.

5.2 Honoraria The Chair shall be entitled to a monthly honoraria in an amount determined by a resolution of the Board, in addition to any honoraria or expenses that may be paid for attendance at regularly scheduled Board meetings.

5.3 Removal of Officers All officers shall be subject to removal by two-thirds vote of the Board at any time with or without cause.

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5.4 Duties of the Chair The Chair of the Corporation shall:

a) Serve as an ex-officio member of all committees of the NAPS when constituted by the Board;

b) Sign such contracts, documents or instruments in writing as require his or her signature;

c) Submit a report to each AGM meeting covering the activities of the Board and NAPS since the last meeting;

d) Call all meetings whether Annual, General, Special or Directors;

e) Discharge such other duties and functions as may be specified herein or assigned from time to time by the Board.

5.5 Duties of Vice-Chair The Vice-Chair of the Corporation shall: a) Act in the capacity of Chair of NAPS with all the powers and authority of that office when the Chair is unable to perform his or her duties; and

b) Discharge such other duties and functions as may be specified herein or assigned from time to time by the Board.

5.6 Duties of the Secretary-Treasurer The Secretary-Treasurer shall act as the Secretary of NAPS and shall:

a) Ensure the minutes are recorded for all meetings of NAPS and all meetings of the Board;

b) Ensure the safekeeping of all other records and proceedings pertaining to the meetings of NAPS and all meetings of the Board;

c) Ensure the safekeeping of all documents of NAPS;

d) Keep or cause to be kept the corporate seal of NAPS and cause to be affixed the said seal to all necessary documents when authorized to do so by the Board;

e) Ensure that all monies are paid to NAPS and deposited in accounts in such bank or banks as the Board shall determine;

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f) Ensure the keeping of all books of account of NAPS and make the same available to the auditor in time for preparation of the annual audit, or at the request of the Board or auditor;

g) Ensure the preparation of financial reports and audit for each fiscal year prior to each AGM for presentation to the First Nations;

h) Ensure that a financial report is presented to each regular meeting of the Board covering all financial transactions of NAPS since the preceding meeting; and

i) Discharge such other duties and functions as may be specified herein or assigned from time to time by the Board.

5.7 Delegation of Duties of Officers In case of the absence or inability to act of any officer the Board may delegate all or any of the powers of that officer to any other officer, Director or member.

5.8 Vacancies If any of the offices become vacant by reason of death, resignation, disqualification or otherwise, the Directors may elect or appoint an officer to fill such vacancy.

STAFF

6.1 Chief of Police The Board shall employ a Chief of Police who shall be responsible for the operations and the human, technical and financial resources of the Police Service, and, who shall be responsible to the Board. The remuneration of all employees of the Corporation shall be determined by resolution of the Board.

6.2 Appointment of Officers The Board shall by resolution approve the appointment of all NAPS officers as First Nation Constables pursuant to s.54 of the Police Services Act of Ontario

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6.3 Complaints Procedure The Board shall establish written policies with respect to complaints lodged by employees including complaints against the Chief of Police and complaints by such other groups as the Board by resolution deems appropriate. The Board shall establish in writing procedures or mechanisms where complaints can be reported, documented, heard if a hearing is necessary, and resolved. The policies and procedures with respect to complaints may be implemented through the use of a committee or in such other manner as the Board by resolution shall from time to time determine.

The Board shall keep a written record of the number, types and resolution of complaints lodged.

COMMITTEES

7.1 The Board may from time to time constitute such Committees as it deems necessary and prescribe their duties. The Chief of Police shall be an ex-officio member of all such committees.

ELECTRONIC MEETINGS

8.1 Meetings of the members, Directors, or any committee of the Board may be held by means of such telephone, electronic, or other communications facilities as permit all persons participating in the meeting to communicate with each other, simultaneously and instantaneously, and a Director or member participating in such a meeting by such means is deemed to be present at the meeting.

VOTING SHARES AND SECURITIES IN OTHER COMPANIES

9.1 All of the shares or other securities carrying voting rights of any other company or corporation held by NAPS may be voted in such manner and by such person or persons as the Board shall determine.

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EXECUTION OF CONTRACTS

10.1 Approval of contract and documents The Board shall approve all contracts, and documents which are not entered into in the normal course of the activities of NAPS.

10.2 Execution of contracts and documents Contracts, documents, or instruments in writing requiring the signature of NAPS may be signed by any two of the Chair, Vice-Chairperson, the Secretary-Treasurer and all contracts, documents or instruments in writing so signed shall be binding upon NAPS without further authorization. The corporate seal of NAPS shall, when required, be affixed to such contracts, documents or instruments.

FINANCIAL ARRANGEMENTS

11.1 Banking The Board shall designate, by resolution, those officers and other persons authorized to transact the banking business, or any part thereof, of NAPS with the banks, trust companies, or other financial depositories carrying on a banking business that the Board has designated as NAPS bankers. Those officers and other persons so designated shall have the authority set out in the resolution including, unless otherwise restricted, the power to:

a) operate NAPS accounts with the bankers;

b) make, sign, draw, accept, endorse, negotiate, lodge, deposit or transfer any of the cheques, promissory notes, drafts, acceptances, bills of exchange and orders for the payment of money of NAPS;

c) issue receipts for and orders relating to any property of NAPS;

d) execute any agreement relating to any banking business and defining the rights and powers of the parties thereto; and

e) authorize any officer of the banker to do any act or thing on NAPS behalf to facilitate the banking business.

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11.2 Borrowing The Board may:

a) borrow money on the credit of NAPS;

b) issue, sell or pledge securities of NAPS; or

c) charge, mortgage, hypothecate or pledge all or any of the real or personal property of NAPS, including book debts, rights, powers, franchises and undertakings, to secure any securities or any money borrowed, or other debt, or any other obligation or liability of NAPS.

From time to time, the Board may authorize any other person to make arrangements with reference to money borrowed or to be borrowed as to the terms and conditions of the loan thereof, and as to the security to be given therefor, with power to vary or modify such arrangements, terms and conditions and to give such additional security as the Board may authorize, and generally to manage, transact and settle the borrowing of money by NAPS.

11.3 Cheques, Drafts and Notes All cheques, drafts or orders for the payment of money and all notes and acceptances and bills of exchange shall be signed by such officers or persons, whether or not officers of NAPS, and in such manner as the Board may from time to time designate by resolution.

11.4 Fiscal Year The fiscal year of NAPS shall terminate on the 31st day of March each year or on such other date as the Board may by resolution determine.

11.5 Auditors The First Nations at each Annual General Meeting shall appoint an auditor to audit the accounts of NAPS to hold office until the next annual general meeting or until he resigns or is removed by resolution of the Board; provided that the Board may fill any vacancy in the office of the auditor. The remuneration of the auditor shall be fixed by the Board.

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INTERPRETATION

12.1 In all bylaws and special resolutions of NAPS, the singular shall include the plural and the plural the singular; the word "person" shall include the firms and corporations, the masculine shall include the feminine.

12.2 Repeal of Prior Bylaws All bylaws passed before this bylaw are repealed and this bylaw shall be referred to as Bylaw #1 of NAPS.

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PASSED by the Board of Directors of the Corporation on the 9th day of April, 2013.

Moved by: Shawn Batise Seconded by: Peter Moonias Carried

CONFIRMED by a two-thirds majority of the Members of the Corporation on the ______day of ______, 2013.

______Chair Secretary

BYLAWS - Nishnawbe Aski Police Services [Page 24] Final Draft – Passed by Board on April 9, 2013

SCHEDULE “A”

The First Nations served by NAPS are:

Aroland First Nation Attawapiskat First Nation Mishkeegogamang First Nation (Osnaburgh) Bearskin Lake First Nation Brunswick House First Nation Muskrat Dam First Nation Chapleau Ojibway First Nation New Post First Nation Constance Lake First Nation New Eabametong First Nation (Fort Hope) North Spirit First Nation Chapleau Cree First Nation Sachigo Lake First Nation Kasabonika First Nation () Kingfisher Lake First Nation Wunnumin Lake First Nation Marten Falls First Nation

BYLAWS - Nishnawbe Aski Police Services [Page 25] Final Draft – Passed by Board on April 9, 2013