The Recommended By-law

The "Objects" of the Kitchener-Waterloo Amateur Radio Club, Inc.
By-law of the Kitchener-Waterloo Amateur Radio Club, Inc.
Section 1: General
Section 2: Directors
Section 3: Board Meetings
Section 4 - Financial
Section 5 - Officers
Section 6 - Protection of Directors and Others
Section 7 - Conflict of Interest
Section 8 - Members
Section 9 - Members' Meetings
Section 10 - Notices
Section 11 - Adoption and Amendment of By-laws
Signature Block
Schedules
Schedule A: Position Description of the President
Schedule B: Position Description of the Vice-President
Schedule C: Position Description of the Treasurer
Schedule D: Position Description of the Secretary
Schedule E: Position Description of the Past-President
Record of Revisions To The By-Law

The "Objects" of the Kitchener-Waterloo Amateur Radio Club, Inc.

The objectives (or purposes) of the Kitchener-Waterloo Amateur Radio Club, Inc. are:

  1. To carry on the hobby or pastime of amateur radio operating; and to provide accommodation for and to promote, operate and maintain the said hobby and to sell, acquire, hold, buy, lease, purchase or otherwise acquire or dispose of all lands, buildings and appliances necessary for the equipment and maintenance of the hobby of amateur radio;
  2. To promote interest in the operation of amateur radio equipment and other electronic equipment and accessories of every description;
  3. To acquire, sell, establish, construct, operate and maintain amateur radio equipment, towers, repeater stations and other electronic equipment and accessories of every description;
  4. To cooperate with other organizations, whether incorporated or not, which have objects similar in nature in whole or in part to the objects of the Corporation;
  5. To accept donations, gifts, legacies and bequests and to give donations, subject to The Mortmain and Charitable Uses Act and The Charitable Gifts Act;
  6. To hold conferences, meetings and exhibitions for the discussion of amateur radio equipment, towers, repeater stations and all other electronic equipment of every description and all matter related thereto; and
  7. To provide communication as a service to law enforcement agencies in times of emergency and to social and sporting organizations of every description in furtherance of the interests of the community generally.

By-law of the Kitchener-Waterloo Amateur Radio Club, Inc.

Section 1: General

1.01 Definitions

In this by-law, unless the context otherwise requires:

"Act"
means the Not-for-Profit Corporations Act, 2010 (Ontario) and, where the context requires, includes the regulations made under it, as amended or re-enacted from time to time;
"Articles"
means any document or instrument that incorporates a corporation or modifies its incorporating document or instrument, including articles of incorporation, restated articles of incorporation, articles of amendment, articles of amalgamation, articles of arrangement, articles of continuance, articles of dissolution, articles of reorganization, articles of revival, letters patent, supplementary letters patent or a special Act; ("statutes")
"Board"
means the Board of Directors of the Corporation;
"By-laws"
means this By-law, (excluding the schedules to this By-law) and all other By-laws of the Corporation as amended and which are, from time to time, in force and effect;
"Corporation"
means the corporation that has passed these by-laws under the Act or that is deemed to have passed these by-laws under the Act, namely the Kitchener-Waterloo Amateur Radio Club, Inc.
"Director"
means an individual occupying the position of Director of the Corporation by whatever name he or she is called;
"Extraordinary Resolution"
means a resolution that is,
  1. submitted to a special meeting of the members of a corporation duly called for the purpose of considering the resolution and passed at the meeting, with or without amendment, by at least 80 per cent of the votes cast, or
  2. consented to by each Member of the corporation entitled to vote at a meeting of the Members or the Member's attorney.
"Fiduciary Responsibilities"
means the responsibility to act honestly and in good faith with a view to the best interests of the Corporation;
"General Meeting"
means the meeting that happens annually, in this case the Annual General Meeting (AGM), requiring notice and voting procedures as specified in the Act;
"Member"
means a member of the Corporation;
"Members"
means the collective membership of the Corporation;
"Officer"
means an officer of the Corporation;
"Ordinary Resolution"
means a resolution that,
  1. is submitted to a meeting of the members of a corporation and passed at the meeting, with or without amendment, by at least a majority of the votes cast, or
  2. is consented to by each member of the corporation entitled to vote at a meeting of the members of the corporation or the member's attorney; ("résolution ordinaire")
"Senior Management"
means Members having a position of responsibility, having titles such as Manager, Co-ordinator, Committee Chair, or others having functional roles, excluding Directors, that take direction from the Board, and report to the Board
"Special Meeting"
means a meeting called by Directors, or by Members for the purpose discussing specific business of the Corporation, requiring notice and voting procedures as specified in the Act
"Special Resolution"
means a resolution that,
  1. is submitted to a Special Meeting of the Members of a Corporation duly called for the purpose of considering the resolution and passed at the meeting, with or without amendment, by at least two-thirds of the votes cast, or
  2. consented to by each Member of the corporation entitled to vote at a Meeting of the Members of the Corporation or the Member's attorney; ("résolution extraordinaire")

1.02 Interpretation

  1. Other than as specified in Section 1.01, all terms contained in this By-law that are defined in the Act shall have the meanings given to such terms in the Act.
  2. Words importing the singular include the plural and vice versa, and words importing one gender include all genders.

1.03 Severability and Precedence

  1. The invalidity or unenforceability of any provision of this By-law shall not affect the validity or enforceability of the remaining provisions of this By-law.
  2. If any of the provisions contained in the By-laws are inconsistent with those contained in the Articles or the Act, the provisions contained in the Articles or the Act, as the case may be, shall prevail.

1.04 Seal

  1. The seal, an impression of which is stamped in the margin of this document, shall be the seal of the Corporation.
  2. The Secretary of the Corporation shall oversee the corporate seal and its use.

1.05 Execution of Contracts

  1. Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring execution by the Corporation shall be signed by either the President or Vice-President and by the Secretary.
  2. In addition, the Board may from time to time direct the manner in which and the person by whom a particular document or type of document shall be executed.
  3. Any person authorized to sign any document may affix the corporate seal, if any, to the document.
  4. Any Director or Officer may certify a copy of any instrument, resolution, By-law or other document of the Corporation to be a true copy thereof.

Section 2: Directors

2.01 The Purpose of the Board

The Directors of the Corporation shall manage or supervise the management of the activities and affairs of the Corporation.

2.02 The Maintenance of Corporate Records

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.

2.03 Number of Directors

The affairs of the Corporation shall be managed by an elected Board of seven (7) directors, as specified in the Articles of Incorporation.

2.04 Membership of Directors

Each Director shall be or within 10 days after election become a Member of the Corporation.

2.05 Election and Term

  1. The Directors shall be elected by the Members at each annual meeting.
  2. The term of office of the Directors shall be from the date of the Meeting at which they are elected or appointed until the next Annual Meeting or until their successors are elected or appointed, but shall be eligible for re-election if otherwise qualified.
  3. An individual who is elected or appointed to hold office as a director is not a Director, and is deemed not to have been elected or appointed to hold office as a Director, unless the individual consents in writing to hold office as a Director before or within 10 days after the election or appointment.

2.06 Vacancies

The office of a Director shall be vacated immediately:

  1. if the Director resigns office by written notice to the Secretary, which resignation shall be effective at the time it is received by the Secretary or at the time specified in the notice, whichever is later;
  2. if the Director dies or becomes bankrupt;
  3. if the Director is found to be incapable of managing property by a court or under Ontario law; or
  4. if, at a meeting of the Members, a resolution is passed by at least a majority of the votes cast by the Members removing the Director before the expiration of the Director's term of office.

2.07 Filling Vacancies

A vacancy on the Board shall be filled as follows, and the Director appointed or elected to fill the vacancy holds office for the remainder of the unexpired term of the Director's predecessor:

  1. if the vacancy occurs as a result of the Members removing a Director, the Members may fill the vacancy by an Ordinary Resolution at the same meeting where the Director was removed;
  2. if there is not a quorum of Directors or there has been a failure to elect the number or minimum number of Directors set out in the Articles, the Directors in office shall, without delay, call a Special Meeting of Members to fill the vacancy and, if they fail to call such a meeting or if there are no Directors in office, the meeting may be called by any Member; and
  3. a quorum of Directors may fill a vacancy among the Directors.

2.08 Committees

Committees may be established by the Board as follows:

  1. The Board may appoint from their number a managing Director or a Committee of Directors and may delegate to the managing Director or committee any of the powers of the Directors excepting those powers set out in the Act that are not permitted to be delegated; and
  2. Subject to the limitations on delegation set out in the Act, the Board may establish any committee it determines necessary for the execution of the Board's responsibilities.
  3. The Board shall determine the composition and terms of reference for any such committee.
  4. The Board may dissolve any committee by resolution at any time.

2.09 Remuneration of Directors

  1. No Director shall directly or indirectly receive any profit from occupying the position of Director or from providing services to the Corporation in another capacity.
  2. However, Directors may be reimbursed for reasonable expenses that they incur in either of those capacities.

Section 3: Board Meetings

3.01 Calling of Meetings

Meetings of the Directors may be called by the President, Vice-President or any two Directors at any time and any place on notice as required by this By-law.

3.02 Regular Meetings

The Board may fix the place and time of regular Board meetings and send a copy of the resolution fixing the place and time of such meetings to each Director, and no other notice shall be required for any such meetings.

3.03 Quorum

A majority of the number of Directors constitutes a quorum at any meeting of the Directors, and, despite any vacancy among the Directors, a quorum of Directors may exercise all the powers of the Directors.

3.04 Business to be transacted

  1. The Directors may consider or transact general business at any meeting of the Board.
  2. Any business requiring a resolution to be presented for approval of the Members shall be prepared by the Board.

3.05 Notice

  1. Notice of the time and place for the holding of a meeting of the Board shall be given in the manner provided in Section 10 of this By-law to every Director of the Corporation not less than seven days before the date that the meeting is to be held.
  2. Notice of a meeting is not necessary if all of the Directors are present, and none objects to the holding of the meeting, or if those absent have waived notice or have otherwise signified their consent to the holding of such meeting.
  3. If a quorum of Directors is present, each newly elected or appointed Board may, without notice, hold its first meeting immediately following the Annual Meeting of the Corporation.

3.06 Chair

  1. The President is the Chair and shall preside at Board meetings.
  2. In the absence of the President, the Vice-President shall act as the Chair.
  3. In the absence of the President and the Vice-President, the Directors present shall choose one of their number to act as the Chair.

3.07 Voting

  1. Each Director has one vote.
  2. Questions arising at any Board meeting shall be decided by a majority of votes.
  3. In case of an equality of votes, the Chair shall have a second vote or casting vote.
  4. Unless a ballot is demanded, an entry in the minutes of a meeting of the Directors to the effect that the Chair of the meeting declared a resolution to be carried or defeated is, in the absence of evidence to the contrary, proof of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.

3.08 Participation by Telephone or Electronic Means

  1. If all of the Directors of the Corporation consent, a Director may participate in a meeting of the Board or of a committee of Directors by telephonic or electronic means that permits all participants to communicate adequately with each other during the meeting.
  2. A Director participating by such means is deemed to be present at that meeting.

Section 4 - Financial

4.01 Banking

  1. The Board shall by resolution from time to time designate the bank, trust company or other financial institution in which the money, bonds or other securities of the Corporation shall be placed for safekeeping.
  2. 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.

4.02 Financial Year

The financial year of the Corporation ends on August 31 in each year or on such other dates as the Board may from time to time by resolution determine.

Section 5 - Officers

5.01 Officers

  1. The Board shall appoint from among the Directors a President, Vice-President, Treasurer and Secretary at its first meeting following the Annual Meeting of the Corporation.
  2. If possible, the President should have been a Director for one previous term.
  3. The office of Treasurer and Secretary may be held by the same person and may be known as the Secretary-Treasurer.
  4. The Board may appoint such other Officers and agents as it deems necessary, and who shall have such authority and shall perform such duties as the Board may prescribe from time to time.
  5. The Board may appoint from among qualified Directors or Members, a Past-President at its first meeting following the Annual Meeting of the Corporation.
  6. The Past-President shall previously have been appointed to the position of President.
  7. In the event the Past-President is not also a Director, the Past-President shall not vote on any questions arising at a Board meeting.

5.02 Office Held at Board's Discretion

  1. Any Officer shall cease to hold office upon resolution of the Board.
  2. Unless so removed, an Officer shall hold office until the earlier of:
    1. the Officer's successor being appointed,
    2. the Officer's resignation, or
    3. such Officer's death.

5.03 Duties

Officers shall be responsible for the duties assigned to them and they may delegate to others the performance of any or all of such duties.

5.04 Duties of the Chair

  1. The Chair shall perform the duties described in sections 3.06 and 9.05 according to the latest edition of Bourinot's Rules of Order.
  2. The Chair will perform such other duties as may be required by law or as the Board may determine from time to time.

5.05 Duties of the President

The President shall perform the duties described in Schedule A and such other duties as may be required by law or as the Board may determine from time to time.

5.06 Duties of the Vice-President

The Vice-President shall perform the duties described in Schedule B and such other duties as may be required by law or as the Board may determine from time to time.

5.07 Duties of the Treasurer

The Treasurer shall perform the duties described in Schedule C and such other duties as may be required by law or as the Board may determine from time to time.

5.08 Duties of the Secretary

The Secretary shall perform the duties described in Schedule D and such other duties as may be required by law or as the Board may determine from time to time.

5.09 Duties of the Past-President

The Past-President shall perform the duties described in Schedule E and such other duties as may be required by law or as the Board may determine from time to time.

Section 6 - Protection of Directors and Others

6.01 Protection of Directors and Officers

No Director, Officer or Committee Member of the Corporation is liable for:

  1. the acts, neglects or defaults of any other Director, Officer, Committee Member or employee of the Corporation,
  2. joining in any receipt or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired by resolution of the Board or on behalf of the Corporation,
  3. the insufficiency or deficiency of any security in or upon which any of the money of or belonging to the Corporation shall be placed out or invested,
  4. any loss or damage arising from the bankruptcy, insolvency or tortious act of any person, firm or Corporation with whom or which any moneys, securities or effects shall be lodged or deposited,
  5. any other loss, damage or misfortune whatever which may happen in the execution of the duties of his or her respective office or trust provided that they have:
    1. complied with the Act and the Corporation's Articles and By-laws; and
    2. exercised their powers and discharged their duties in accordance with the Act

Section 7 - Conflict of Interest

7.01 Conflict of Interest

A Director who is a party to a material contract or transaction or proposed material contract or transaction with the Corporation or is a Director or Officer of, or has a material interest in, any person who is a party to a material contract or transaction or proposed material contract or transaction with the Corporation shall make the disclosure required by the Act. Except as provided by the Act, no such Director shall attend any part of a meeting of Directors during which the contract or transaction is discussed or vote on any resolution to approve any such contract or transaction.

Section 8 - Members

8.01 Members

  1. Membership in the Corporation shall consist of persons, corporations, partnerships and other legal entities interested in furthering the Corporation's purposes and who have been accepted into membership in the Corporation by the Board.
  2. Each Member shall be promptly informed of their admission as a Member.

8.02 Membership

  1. A membership in the Corporation is not transferable and automatically terminates if the Member resigns, fails to renew membership or such membership is otherwise terminated in accordance with the Act.
  2. The term of membership shall be from September 1st to August 31st of the following year.

8.03 Disciplinary Action or Termination of Membership for Cause

  1. Conduct injurious to the reputation, welfare or operation of the Corporation, of its affiliates, or of its Members, may constitute cause for termination.
  2. Upon 15 days' written notice to a Member, the Board may pass a resolution authorizing disciplinary action or the termination of membership for violating any provision of the Articles or By-laws.
  3. The notice shall set out the reasons for the disciplinary action or termination of membership.
  4. The Member receiving the notice shall be entitled to give the Board a written submission opposing the disciplinary action or termination not less than 5 days before the end of the 15-day period.
  5. The Board shall consider the written submission of the Member before making a final decision regarding disciplinary action or termination of membership.

8.04 Membership Dues and Notice

There shall be no dues or fees payable by Members except such, if any, as shall from time to time be fixed by unanimous vote of the Board of Directors, which vote shall become effective only when confirmed by a vote of the Members at an Annual or Special Meeting.

Section 9 - Members' Meetings

9.01 Annual Meeting

  1. The Annual Meeting shall be held on a day and at a place within Ontario fixed by the Board.
  2. Any Member, upon request, shall be provided, not less than 5 days or other number of days prescribed in regulations before the Annual Meeting, with a copy of the approved financial statements, auditor's report or review engagement report and other financial information required by the By-laws or Articles.
  3. The business transacted at the annual meeting shall include:
    1. receipt of the agenda;
    2. receipt of the minutes of the previous annual and subsequent Special Meetings;
    3. consideration of the financial statements;
    4. If an audit or review engagement was conducted in the prior year, to receive the report of the auditor or person who has been appointed to conduct a review engagement;
    5. proposal of an Extraordinary Resolution to not have an audit or review engagement;
    6. If the resolution in e) does not succeed, to reappoint or newly appoint an auditor or a person to conduct a review engagement for the coming year;
    7. election of Directors; and
    8. such other or special business as may be set out in the notice of meeting.
  4. No other item of business shall be included on the agenda for Annual Meeting unless a Member's proposal has been given to the Secretary prior to the giving of notice of the Annual Meeting in accordance with the Act, so that such item of new business can be included in the notice of Annual Meeting.

9.02 Special Meetings

  1. The Directors may call a Special Meeting of the Members.
  2. The Board shall convene a Special Meeting on written requisition of not less than one-tenth of the Members for any purpose connected with the affairs of the Corporation that does not fall within the exceptions listed in the Act or is otherwise inconsistent with the Act, within 21 days from the date of the deposit of the requisition.

9.03 Notice

  1. Subject to the Act, not less than 10 and not more than 50 days written notice of any Annual or Special Members' meeting shall be given in the manner specified in the Act to each Member, each Director and to the auditor or person appointed to conduct a review engagement.
  2. Notice of any meeting where special business will be transacted must contain sufficient information to permit the Members to form a reasoned judgment on the decision to be taken and state the text of any Special Resolution to be submitted to the meeting.

9.04 Quorum

  1. A quorum for the transaction of business at a Members' meeting is 15 percent of the Members entitled to vote at the meeting, whether present in person or by proxy.
  2. If a quorum is present at the opening of a meeting of the Members, the Members present may proceed with the business of the meeting, even if a quorum is not present throughout the meeting.

9.05 Chair of the Meeting

  1. The President is the Chair and shall preside at Members' meetings.
  2. In the absence of the President, the Vice-President shall act as the Chair.
  3. In the absence of the President and Vice-President, the Members present at any Members' meeting shall choose another Director as Chair and if no Director is present or if all of the Directors present decline to act as Chair, the Members present shall choose one of their number to chair the meeting

9.06 Voting of Members

Business arising at any Members' meeting shall be decided by a majority of votes cast unless otherwise required by the Act or the By-law provided that:

  1. each Member shall be entitled to one vote at any meeting;
  2. a person serving as proxy need not be a Member, but shall produce and deposit with the Secretary the approved form signed by the constituent Member in good standing, in advance of the start of the meeting.
  3. votes shall be taken by a show of hands among all Members present, and by persons serving as a proxy, and the Chair of the meeting, if a Member, shall have a vote;
  4. an abstention shall not be considered a vote cast;
  5. before or after a show of hands has been taken on any question, the Chair of the Meeting may require, or any Member may demand, a written ballot. A written ballot so required or demanded shall be taken in such manner as the Chair of the Meeting shall direct;
  6. if there is a tie vote, the Chair of the Meeting shall have a second or casting vote; and,
  7. whenever a vote by show of hands is taken on a question, unless a written ballot is required or demanded, a declaration by the Chair of the Meeting that a resolution has been carried or lost and an entry to that effect in the minutes shall be conclusive evidence of the fact without proof of the number or proportion of votes recorded in favour of or against the motion.

9.07 Temporary Adjournments

  1. The Chair may, with the majority consent of any Members' meeting, adjourn the same from time to time and no notice of such adjournment need be given to the Members, unless the meeting is adjourned by one or more adjournments for an aggregate of 30 days or more.
  2. Any business may be brought before or dealt with at any adjourned meeting which might have been brought before or dealt with at the original meeting in accordance with the notice calling the same.

9.08 Persons Entitled to be Present

  1. The only persons entitled to attend a Members' meeting are the Members, a properly authorized proxy, the Directors, the auditors of the Corporation (or the person who has been appointed to conduct a review engagement, if any) and others who are entitled or required under any provision of the Act or the Articles to be present at the meeting.
  2. Any other person may be admitted only if invited by the Chair of the Meeting or with the majority consent of the Members present at the meeting.

Section 10 - Notices

10.01 Service of Notice

Any notice required to be sent to any Member or Director or to the auditor or person who has been appointed to conduct a review engagement of the Corporation shall be delivered personally, or sent by prepaid mail, facsimile, email or other electronic means to any such Member at the Member's latest address as shown in the records of the Corporation; and to such Director at his or her latest address as shown in the records of the Corporation or in the most recent notice or return filed under the Corporations Information Act, whichever is the more current; and to the auditor or the person who has been appointed to conduct a review engagement at its business address; provided always that notice may be waived or the time for giving the notice may be abridged at any time with the consent in writing of the person entitled thereto.

10.02 Error or Omission in Giving Notice

The accidental omission to give any notice to any Member, Director, Officer, member of a committee of the Board or auditor or person conducting a review engagement, if any, or the non-receipt of any notice by any such person where the Corporation has provided notice in accordance with the By-laws or any error in any notice not affecting its substance shall not invalidate any action taken at any meeting to which the notice pertained or otherwise founded on such notice.

Section 11 - Adoption and Amendment of By-laws

11.01 Amendments to By-laws

  1. A Member entitled to vote at an Annual Meeting of the Members may make a proposal to make, amend or repeal a by-law in accordance with the Act.
  2. The Board may from time to time in accordance with the Act, amend or repeal and replace this By-law.
  3. The Board shall submit the By-law, amendment or repeal to the Members at the next meeting of the Members, and the Members may confirm, reject or amend the By-law, amendment or repeal by Ordinary Resolution.

Signature Block

Enacted on the ___ day of _________________, 20__.
President ____________________________________
Secretary ____________________________________

Schedules:

Schedule A: Position Description of the President

Role Statement

The President provides leadership to the Board, ensures the integrity of the Board's process and represents the Board to outside parties. The President co-ordinates Board activities in fulfilling its governance responsibilities and facilitates co-operative relationships among Directors and between the Board and Senior Management, if any, of the Corporation. The President ensures the Board discusses all matters relating to the Board's mandate.

Responsibilities

Agendas

Establish agendas aligned with annual Board goals and preside over Board meetings if also holding the office of Chair. Ensure meetings are effective and efficient for the performance of governance work. Ensure that a schedule of Board meetings is prepared annually.

Direction

Serve as the Board's central point of communication with the Senior Management, if any, of the Corporation; provide guidance to Senior Management, if any, regarding the Board's expectations and concerns. In collaboration with Senior Management, develop standards for Board decision-support packages that include formats for reporting to the Board and level of detail to be provided to ensure that management strategies, planning and performance information are appropriately presented to the Board.

Performance Appraisal

Lead the Board in monitoring and evaluating the performance of Senior Management, if any, through an annual process.

Work Plan

Ensure that a Board work plan is developed and implemented that includes annual goals for the Board and embraces continuous improvement.

Representation

Serve as the Board's primary contact with the public.

Reporting

Report regularly to the Board on issues relevant to its governance responsibilities.

Board Conduct

Set a high standard for Board conduct and enforce policies and By-laws concerning Directors' conduct.

Mentorship

Serve as a mentor to other Directors. Ensure that all Directors contribute fully. Address issues associated with underperformance of individual Directors.

Succession Planning

Ensure succession planning occurs for Senior Management, if any, and the Board.

Committee Membership

Serve as a member on all Board committees.

Schedule B: Position Description of the Vice-President

Role Statement

The Vice-President works collaboratively with the President and Senior Management, if any, to support the Board in fulfilling its Fiduciary Responsibilities.

Responsibilities

Continuity of Operations

During the absence or inability of the President, the duties and powers of the President shall fall to the Vice-President.

Board Conduct

Support the President in maintaining a high standard for Board conduct and uphold policies and the By-laws regarding Directors' conduct.

Mentorship

Serve as a mentor to other Directors.

Committees

Act as the Chair of the Membership Committee and shall be responsible for such committees as may be delegated by the President.

Schedule C: Position Description of the Treasurer

Role Statement

The Treasurer works collaboratively with the President and Senior Management, if any, to support the Board in achieving its Fiduciary Responsibilities.

Responsibilities

Custody of Funds

The Treasurer shall have the custody of the funds and securities of the Corporation and shall keep full and accurate accounts of all assets, liabilities, receipts and disbursements of the Corporation in the books belonging to the Corporation and shall deposit all monies, securities and other valuable effects in the name and to the credit of the Corporation in such chartered bank or trust company, or, in the case of securities, in such registered dealer in securities as may be designated by the Board from time to time. The Treasurer shall disburse the funds of the Corporation as may be directed by proper authority taking proper vouchers for such disbursements, and shall render to the Chair and Directors at the regular meeting of the Board, or whenever they may require it, an accounting of all the transactions and a statement of the financial position, of the Corporation. The Treasurer shall also perform such other duties as may from time to time be directed by the Board.

Board Conduct

Maintain a high standard for Board conduct and uphold policies and By-laws regarding Directors' conduct, with particular emphasis on Fiduciary Responsibilities.

Mentorship

Serve as a mentor to other Directors.

Financial Statement

Present to the Members at the Annual Meeting as part of the annual report, the financial statement of the Corporation approved by the Board together with the report of the auditor or of the person who has conducted the review engagement, as the case may be.

Schedule D: Position Description of the Secretary

Role Statement

The Secretary works collaboratively with the President to support the Board in fulfilling its Fiduciary Responsibilities.

Responsibilities

Board Conduct

Support the President in maintaining a high standard for Board conduct and uphold policies and the By-laws regarding Directors' conduct, with particular emphasis on Fiduciary Responsibilities.

Document Management

Keep a roll of the names and addresses of the Members. Ensure the proper recording and maintenance of minutes of all meetings of the Corporation, the Board and Board committees. Attend to correspondence on behalf of the Board. Have custody of all minute books, documents, registers and the seal of the Corporation and ensure that they are maintained as required by law. Ensure that all reports are prepared and filed as required by law or requested by the Board.

Meetings

Give such notice as required by the By-laws of all meetings of the Corporation, the Board and Board committees. Attend all meetings of the Corporation, the Board and Board committees.

Schedule E: Position Description of the Past-President

Role Statement

The Past-President works collaboratively with the President and Senior Management, if any, to support the Board in fulfilling its Fiduciary Responsibilities.

Responsibilities

Board Conduct

Support the President in maintaining a high standard for Board conduct and uphold policies and the By-laws regarding Directors' conduct.

Mentorship

Serve as a mentor to other Directors.

Committees

Act as the Chair of the Nominating Committee and the Awards Committee.

Succession Planning

Participate in succession planning for Senior Management, if any, and the Board.

Record of Revisions To The By-Law:

(Sample Template)

Date: Sections(s) Details of Resolution to Add, Repeal or Amend Outcome of Vote