CONSTITUTION/BY-LAWS

BY-LAW # 13

BY-LAW # 13

Amended from By-Law #12 and Formerly Known as By-Law #12 Prior to Amendment at the 30th AGM, June 19th, 2014

BY-LAW # 12

A BY-LAW relating generally to the transaction of the affairs of the GEORGIAN BAY NATIVE FRIENDSHIP CENTRE INC. (hereinafter referred to as the “corporation”)

BE IT ENACTED as a by-law of the corporation, as follows:

1. CORPORATE SEAL

The seal, an impression of which is stamped in the margin of this by-law, shall be the seal of the Corporation.

2. CONDITIONS OF MEMBERSHIP

2.1 The membership shall consist of the applicants for the incorporation of the corporation so long as they continue to be members and such other individuals as are admitted as members by the Board of Directors from time to time. Applicants for membership must reside and continue to reside during their membership within the areas of Midland; Penetanguishene; Tiny; Tay; Coldwater; or South Georgian Bay including Honey Harbour & Port Severn.

2.2 Members may resign by sending a written notice of resignation to the Secretary of the Board of Directors.

2.3 In case of resignation, a member shall remain liable for payment of any assessment or other sum levied or which becomes payable by him/her to the Corporation prior to his/her resignation.

2.4 Each member in good standing shall be entitled to one vote on each question arising at any special or general meeting of the members.

2.5 Each member shall promptly be informed by the Secretary of the Board or a designate of his/her admission as a member. A membership Card shall be issued forthwith.

2.6 Employees of the Corporation shall not be admitted as members of the Corporation.

3. CLASSES OF MEMBERSHIP

There shall be two classes of membership in the Corporation, namely:

3.1 General Member, who shall be persons over the age of 18 years who identify themselves as Aboriginal persons;

3.2 Associate Member, who shall be persons over the age of 18 years who do not identify themselves as Aboriginal persons.

4. MEMBERS RIGHTS

The classes of membership shall possess the following rights;

4.1 General members in good standing are entitled:

  1. To attend all special and general meetings of members and to receive notice of such meetings;
  2. To be elected as a director and officer of the Corporation; and
  3. To one (1) vote on each question arising at any special or general meeting of members.

4.2 Associate members in good standing are entitled;

  1. To attend all special and general meeting of members and to receive notice of such meetings;
  2. To be elected as a director of the Corporation;
  3. To one (1) vote on each question arising at any special or general meeting of members.

5. MEMBERS DUES

There shall be a membership fee of five dollars ($5.00) payable for an individual adult annual membership of the organization. Individuals whose membership fees are in arrears for shall cease to be members and must re-apply for membership. All applications for membership shall be approved by the Board of Directors at a regular meeting of the Board of Directors before membership is effective. Successful applicants shall be so informed and shall be issued a membership card. Where economic hardship is expressed, program managers may absorb the cost of annual memberships for their clients.

6. MEETINGS OF MEMBERS

6.1 There shall be at least one (1) members’ meeting each year designated as the annual meeting. The annual meeting or any other general meeting of the members shall be held at the head office of the Corporation or at place in the Midland area that the Board of Directors may determine and on such day as the said Directors shall appoint.

6.2 At every annual meeting, in addition to any other business that may be transacted, the Report of the Directors, The Financial Statements and the Auditor’s Report shall be presented. The members may consider and transact any business either special or general without any notice thereof at any meeting of the members.

6.3 The Board of Directors shall have the power to call, at any time, a special general meeting of the members of the Corporation.

6.4 On receipt of a petition requesting a special general meeting of members signed by fifty (50%) per cent of the voting members and deposited at the head office of the Corporation, the Board of Directors shall forthwith call a special general meeting of the members. If the Directors do not call and hold the meeting within thirty (30) days from the date of the deposit of the petition, any of the petitioners may call the meeting. A meeting called upon this section should be called in the same manner as meetings of the members are called under section 16.

6.5 A majority of the Board of Directors or the President, or the Vice- President shall have the power to call, at any time, a general meeting of the members of the Corporation.

6.6 Notice of all members meetings, annual or special general, shall be mailed or faxed to each member not less than ten (10) days before the meeting is to take place. Provided that any meetings of members may be held at any time and place without such notice, if all the members of the Corporations are present thereat, and at such meeting any business may be transacted which the Corporation at annual or general meetings may transact. Thee statutory declaration of the Secretary or President that notice has been given pursuant to this By-law shall be sufficient and conclusive evidence of the giving of such notice.

6.7 No error or omission in giving notice of any annual or general meeting or any adjourned meeting, whether annual or general, of the members of the Corporation shall invalidate such meeting or make void any proceedings taken thereat. For the purpose of sending notice to any member, Director or officer for any meeting or otherwise, the address of any member, director or officer shall be his last address recorded on the books of the corporation.

6.8 A quorum for the transaction of business at any meeting of voting members shall consist of three-fifths (3/5’s) of the voting members present.

7. VOTING OF MEMBERS

At all meetings of members, every question shall be decided by a majority of the votes of the voting members present in person except for the election of Directors which will always be decided by a poll. 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, the Chairman declares 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 or proportion of the votes recorded in favor of or against such resolution. The demand for a poll may be withdrawn, but if a poll be demanded and not withdrawn the question shall be decided by a majority of votes given by the voting members present in person, and such poll shall be taken in such a manner the Chairman shall direct and the result of such poll shall be deemed the decision of the corporation in a general meeting 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 Chairman shall be entitled to a casting vote.

8. HEAD OFFICE

The head office of the Corporation shall be in Midland, Ontario.

9. COMPOSITION OF THE BOARD OF DIRECTORS

9.1 The property and business of the Corporation shall be managed by a Board of seven (7) Directors, each of whom at the time of his or her election shall have been a voting member, in good standing, of the organization for at least six (6) months prior to the AGM.

9.2 A Quorum of Board for the conduct of the business of the Board shall be fifty percent plus one (50% +1) of the total number of Directors (7) of the Corporation. A Quorum of the Board of Directors is four (4).

9.3 Not more than one Director shall be any Associate member at any time.

9.4 The Board may appoint a youth advisor to the Board from youth who express an interest in writing. The youth advisor shall advise the Board on youth issues, but shall not have the right to vote. The youth advisor shall have attained the minimum age of sixteen and no older than 24 years.

9.5 The Board may appoint an elder advisor to the Board by offer of tobacco. The elder advisor shall act as an advisor to the Board, but shall not have the right to vote.

9.6 Only one member per household may serve as a Director during any single term of office.

9.7 One member per immediate family shall serve as a Director during any single term of office.

9.8 Family member shall be defined as mother, father, son, daughter, brother, sister, spouse, common-law partners, uncle, aunt, nephew, niece, first-cousin, grandparent, grandchild or any individual, irrespective of relationship, that currently lives in the same household.

10. ELECTION OF THE BOARD OF DIRECTORS

10.1 Directors shall be elected by the members at an annual meeting of members and shall remain as directors until their respective successors shall have been duly elected and qualified. Directors shall be elected for a term of two years. The positions of President, Vice-president, Treasurer, and Secretary shall be elected annually by the Board of Directors at the first meeting of the Board of Directors following the Annual General Meeting (AGM) of the members.

10.2 Interim vacancies on the Board of Directors, however caused, may, so long as, a quorum of Directors remains in office, be filled by the Directors from among the qualified members of the Corporation, if they shall see fit to do so. Otherwise, such vacancies shall be filled at the next annual meeting at which the Directors for the ensuing year are elected. If there is not a quorum of Directors, the remaining Directors shall forthwith call a meeting of the member to fill the vacancy. If the number of Directors should fall below a quorum, the Board of Directors shall not act in the affairs of the Corporation save for the purpose of calling a special general meeting of the members of the Corporation to fill vacancies on the Board.

11. ELIGIBILITY FOR ELECTION TO THE BOARD OF DIRECTORS

11.1 Shall reside within the areas of Midland; Penetanguishene; Tiny; Tay; Coldwater; or Southern Georgian Bay including Honey Harbour & Port Severn.

11.2 Must be a Regular or Associate member in good standing (with membership dues paid) at least 6 months (by January 2013) prior to the AGM.

11.3 Shall not be an Associate (self-identifying non-Aboriginal) member if there is an Associate member currently serving on the Board

11.4 Shall not have a member of the same household (living in the same house) currently serving on the Board

11.5 Shall not have an immediate family member currently serving on the Board

11.6 Shall be clear of criminal charges and of criminal convictionS

11.7 Shall not be working for any organization that has any contracts with GBNFC or with which GBNFC has a networking relationship.

11.8 Shall not be a member of a Board of Directors that has any contracts with GBNFC or with which GBNFC has a networking relationship.

11.9 Shall not be an un-discharged bankrupt.

11.10 Shall be at least 18 years of age.

11.11 Shall not be a current staff member

11.12 Shall have not have been an employee of GBNFC within the past five years

11.13 Shall not have a spouse/partner, child, grandchild, parent, grandparent, or sibling currently employed by Centre other than under the student summer employment program.

12. TERMINATION OF THE TENURE OF A MEMBER OF THE BOARD

Other than by the natural end-of-term (see Article # 10), the office of a Director shall be automatically vacated under any one of the following conditions:

12.1 The director resigns his office at a duly called meeting of Directors or by delivering a written resignation to the Secretary of the Corporation

12.2 The director is found to be or becomes of unsound mind

12.3 Where at a special meeting of members called for the purpose of removing that director a resolution is passed by a vote of two thirds (2/3’s ) of the voting members present at such a meeting that he/she be removed from office

12.4 Upon the death of the director

12.5 The director shall for any reason cease to be a Member of the Corporation

12.6 The director is convicted of any indictable offence

12.7 The Director is an employee or member of a Board of any organization which has a networking relationship or direct contractual relationship with the Centre. Direct contractual relationship includes, but is not limited to, any contract with respect to funding, program administration, service delivery or employment. Networking relationship includes organizations to which GBNFC has reserved seats or representation on the Board of Directors or committees of an organization.

12.8 The director is an un-discharged bankrupt.

12.9 The director is absent from three (3) consecutive meetings, for reasons other than illness, in any calendar year from either the Board of Directors or from committees so established by the Board of Directors for cause other than illness.

CONDUCT OF THE BOARD OF DIRECTORS

13.1 The Directors shall serve as such without remuneration and no Director shall directly or indirectly receive any profit from his position.

13.2 No Director shall be eligible for any position as an employee of the Corporation until six (6) months after the date of his/her resignation and no employee shall be eligible to sit on the Board of Directors until five (5) years after the date of his last day of employment at the Corporation. Although no person will be prohibited from employment at the Corporation because a member of his/her family is an employee or a director or officer of the Corporation; the following provision shall eliminate the potential for nepotism or conflict of interest;

13.3 No person will hold or be hired, promoted, demoted or transferred to a job which requires him/her to be directly supervise or be supervised by a member of his/her immediate family

13.4 No employee, director or officer of the Corporation shall participate in the recruitment, election and appointment of his/her family member

13.5 Board members or any individuals invited to serve on an employee short listing committee or hiring committee shall remove himself or herself “entirely” if any family member applies for and is being interviewed for a position with the Corporation.

14. MEETINGS OF BOARD OF DIRECTORS

14.1 Meetings of the Directors may be held at any place within Ontario designated from time to time by the President. No formal notice of any such meeting shall be necessary if all the Directors are present, or if those absent have signified their consent to the meeting being held in their absence. Directors meetings may be formally called by the President or Vice President or by the Secretary on the direction of the President or Vice- President, or by the Secretary on the direction in writing of three Directors.

14.2 Notice of such meetings of the Directors shall be delivered, telephoned or faxed to each Director not less than one day before the meeting is to take place, but as a general rule, every effort shall be made to give at least one week’s notice to each Director. The statutory declaration of the Secretary or President that notice has been given pursuant to this by- law shall be sufficient and conclusive evidence of the giving of such notice.

14.3 The Board may appoint a day or days on any month or months for regular meetings at an hour to be named and of such regular meeting not notice need be sent. A Directors meeting may also be held, without notice, immediately following the Annual Meeting of the Corporation.

14.4 The Directors may consider or transfer any special or general business at any meeting of the Board.

14.5 The President, or in his/ her absence, a Vice- President or such other Director as the Board may from time to time appoint for the purpose, shall preside at all meetings of Directors.

15. ERRORS IN NOTICE OF THE BOARD

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

16.VOTING AT MEETINGS OF THE BOARD

Questions arising at any meeting of the Directors shall be decided by a majority vote. In case of any equality of voters, the Chairman shall have a casting cote. All votes at any such meeting shall be taken by ballot if so demanded by any Director present, if no demand is made, the vote shall be taken by ballot if so demanded by any Director present, if no demand is made, the vote shall be taken by a show of hands. A declaration by the Chairman that a resolution has been carried and any entry to the effect in the minutes of meeting 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 of or against such resolution.

17. AUTHORITY OF THE BOARD

17.1 The Director of the Corporation may administer the affairs of the Corporation in all things and make or cause to be made for the Corporation, in its name, any kind of contract which the Corporation may lawfully enter into and, save as hereinafter provided may generally, exercise all such other powers and do all such other acts and things as the Corporation is by its charter or otherwise authorized to exercise and do.

17.2 Without in any way derogating from the foregoing, the Directors are expressly empowered, from time to time, to purchase, lease or otherwise acquire, alienate, see, exchange or otherwise dispose of shares, stocks, rights, warrants, options and other securities, lands, buildings and other property, movable, or immovable, real or personal, or any right or interest therein owned by the Corporation, for such consideration and upon such terms and conditions as they may deem advisable.

17.3 No Director shall be incapacitated from holding office, nor shall he vacate his/her office by reason of his being concerned, or interested in, or participating in the profits of any contact entered into, or work done for the Corporation, provided that the Director who is in any way directly or indirectly interested in proposed contract with the Corporation shall declare his/her interest at a meeting of the Directors of the Corporation and such Director shall not participate or vote as a Director in respect of any meeting considering such contract or agreement in which he/she is interested director or indirectly.

17.4 The Directors shall have the power to authorize expenditures on behalf of the Corporation from time to time and may delegate by resolution to an officer or officers or committee of the Corporation the right to employ and pay salaries to employees. The Directors shall have the power to make expenditures for the purpose of furthering the objects of the Corporation. The directors hall have the power to enter into a trust arrangement with a trust company for the purpose of creating a trust fund in which the capital and interest may be made available for the benefit of promoting the interest of the Corporation in accordance with such terms as the board of Directors may prescribe.

17.5 The Board of Directors shall take such steps as they may deem requisite to enable the Corporation to acquire, accept, solicit or receive legacies, gifts, grants, settlements, bequests, endowments, and donations of any kind whatsoever for the purpose of furthering the objects of the Corporation.

18. INDEMENITIES TO DIRECTORS AND OTHERS

Every Director or officer of the Corporation or other person who has undertaken or is about to undertake any liability on behalf of the Corporation or any company controlled by it and their heirs, executors, administrators and other personal representative, respectively shall from time to time and at all time, be indemnified and saved harmless out of the funds of the Corporation, from and against:

18.1 all cost, 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 any Director, officer or other person, or in respect of any act, deed, matter or thing whatsoever which is made, done or permitted by a Director, officer or other person in or about the execution of the duties of his office in respect of any such liability.

18.2 all other costs, charges and expenses which any Director, officer or other person sustains or incurs in or about or in relation to the affairs of the Centre, except such costs, charges or expenses as are occasioned by any Director’s, officer’s or other person’s own willful neglect or default.

19.OFFICERS OF THE CORPORATION

19.1 There shall be a President, Vice President, a Secretary, a Treasurer, and such other officers as the members may determine by by-law from time to time. One person may hold more than one office except the offices of President and Vice President. The President, Vice President, Secretary, Treasurer, and other officers, shall be elected by the eligible membership at the time of the election of such Board of Director, provided that in default of such election the then incumbents, being members of the Board, shall hold office until their successors are elected. When officer positions become vacant for any reason during a term of office, the Board of Directors may appoint t one or more of their number, as circumstances require filling the vacancy.

19.2 The Board of Director, at any meeting, may remove and discharge any or all of the officers of the Corporation before that officer’s term of office has expired, and may elect or appoint another or others in their place or places. Notice must be given specifying the intention to pass such a resolution or motion before the Board of Directors meeting.

20. DUTIES OF THE PRESIDENT AND VICE- PRESIDENT

The President shall, when present, preside at all meetings of the members of the Corporation and the Board of Directors. The President shall also be charged with responsibility of the general management and supervision of the affairs and operation of the Corporation. The President, with the Secretary or other officers appointed by the Board of Directors, shall sign all by-laws and membership certificates. The President shall perform all duties incidental to the office and shall have such other powers and duties as may from time to time be assigned by the Board of Directors. During the absence or inability of the President to perform his/ her duties, the powers may be exercised by the Vice President or any person appointed as the Chairman by the members; and if the Vice President or such other director of the Board from time to time be appointed for that purpose, then he/she shall exercise any such duty or power in the absence or inability as the President thereto. The Vice President shall chair all committees established by the Board of Directors unless otherwise directed.

21.DUTIES OF THE SECRETARY

The Secretary shall be ex-officio clerk of the Board of Directors. H/she shall attend all meetings of the Board of Directors and keep, or cause to be kept, an accurate record of all meetings of the members and the Board of Directors. These records shall be submitted in typed form to the Executive Director prior to the next regular scheduled meeting of the members and/or the Board of Directors. He/she shall give cause to be given all notices required to be given to members and to Directors. He/she shall be guardian of the Seal of the Corporation and of all books, paper, records, correspondence, contracts and other documents belonging to the Corporation and he/she shall perform such other duties as may from time to time de determined by the Board of Directors.

22.DUTIES OF THE TREASURER

The Treasurer, or person performing the usual duties of the Treasurer, shall keep or cause to be kept full and accurate accounts of the receipts and disbursements of the Corporation in proper books of account and shall deposit all monies or other valuable affects in the name of and to the credit of the Corporation in such financial institution as may from time to time be designated by the Board of Directors. He/she shall disburse the funds of the Corporation under the direction of the Board of Directors, taking proper vouchers therefore, and shall render to the Board of Directors at the regular Board meetings, or whenever required of him/her, and account of all his/her transactions as Treasurer, and of the financial position of the Corporation. He/she shall also perform such other duties as may from time to time be determined by the Board of Directors.

23. DUTIES OF OTHER OFFICERS

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

24. VARIATION OF DUTIES

The Board of Directors may from time to time, vary add to or limit the powers and duties of any officer or officers.

25. EXECUTIVE COMMITTEE

The President, Vice President, the Secretary and the Treasurer Shall constitute and Executive Committee who:

25.1 shall through the Secretary or some other designated person keep proper minutes of the meetings of the Executive Committee.

25.2 subject to any limitations and directions that the Directors may make and give from time to time, the Executive Committee may exercise all the powers of the Board of Directors when the Board of Directors is not in session... The minutes of the meetings of the Executive Committee shall be read in each case at the next succeeding meeting of the Board of Directors

25.3 may make its own regulations for the conduct of its affairs including the calling and holding of its meeting; but until such regulations are made and in all respects not covered by such regulations, the provisions of these by-laws relating to the calling and holding of meeting of the Board of Directors shall apply, provided that a quorum of the Executive Committee shall be there.

26.EXECUTION OF DOCUMENTS

26.1 Deeds, transfers, licenses, contracts, documents or engagements in writing requiring the signature of the Corporation shall be signed by either the President or a Vice President and by the Secretary, and the Secretary shall affix the Seal of the Corporation to such instruments as require the same. All contracts, document, or instruments in writings or signed shall be binding upon the Corporation without any further authorization or formality.

26.2 Contracts in the ordinary course of the Corporation’s operations may be entered into on behalf of the Corporation by the President, Vice President, and Treasurer or by any person authorized by the Board of Directors.

26.3 All contracts to be entered into, other than those in the ordinary course of the Corporation’s business, shall be submitted to the Board of Directors for approval and if approved, shall be signed in the name of the Corporation by such persons as the Directors may appoint, and failing appointment, by any two Directors, and the Seal of the Corporation may be affixed thereto.

26.4 The President, Vice President, the Directors, Secretary or Treasurer, or any one of them, or any person or persons from time to time designated by the Board of Directors may transfer any and all shares, bonds, or other securities from time to time standing in the name of the Corporation in its individual or any other capacity or as Trustee or otherwise and may accept in the name and on behalf of the Corporation transfers of shares, bonds or other securities from time to time transferred to the Corporation, and may affix the Corporate Seal to any such transfers or acceptances of transfers and may make,

26.5 Notwithstanding any provision to the contrary contained in the by-laws of the Corporation, the Board of Directors may at any time by resolution direct the manner in which, and the person or person by whom, any particular instrument, contract of obligations of the Corporation may or shall be executed.

27.CHEQUES AND DRAFTS

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

28.DEPOSITS

The funds of the Corporation may be deposited from time to time to the credit of the Corporation with such bank or banks or trust company or trust companies or with such bankers as the Board of Directors may approve, from time to time by resolution.

29.DEPOSIT OF SECURITIES FOR SAFEKEEPING

The securities of the Corporation may be deposited from time to time for safekeeping with one or more bankers, trust companies or other financial institutions selected by the Board of Directors. Any and all securities so designated 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 be determined by resolution for specific instances. Any institution which may be so selected as custodian by the Board of Directors shall be fully protected in acting in accordance with the directions of the Board of Directors and shall be in no event liable for the due application of the securities so withdrawn from deposit or the proceeds thereof.

30.ENACTMENT, REPEAL AND AMENDMENT OF BY-LAWS

The by-laws of the Corporation shall be enacted, repealed or amended by the directors of the Corporation at a meeting of the Board of Directors and sanctioned by an affirmative vote of at least a majority of voting members at a meeting of the members duly called for the purpose of considering the said by-law. By-laws so enacted, repealed or amended by the Board of Directors shall, unless confirmed at a meeting of the members of the Corporation duly called for that purpose, have force only until the next annual meeting of members of the Corporation, and in default of confirmation at such annual meeting shall at from that time cease to be in effect.

31.FINACIAL YEAR

The financial year of the Corporation shall end on the 31st day of March in each year, unless and until otherwise ordered by the Board of Directors.

32.AUDITORS

The voting members shall at each annual meeting appoint an auditor or auditors of the Corporation to audit the accounts of the Corporation and to hold office until the next annual meeting or until a successor or successors are appointed. The remuneration of the auditor or auditors of the corporation shall be fixed by the Board of Directors.

33.BOOKS AND 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 including, proper books of account with respect to all sums of money received and expended by the corporation in the manner in respect of which such receipts and expenditures take place, all sales and purchases of securities and other properly by the Corporation, the assets and liabilities of the Corporation and all other financial transactions affecting the financial position of the Corporation. All books and records of the Corporation shall be kept at the head office of the Corporation or at such other place in the town of Midland as the Board of Directors deem appropriate, and shall at all time be open to inspection by the Directors.

34.COMMITTEES

The Board of Directors may appoint any committee whose members shall hold their offices at the will of the Board of Directors and the Board of Directors may delegate such of its rights and powers to such committees as it deems desirable pr appropriate. There shall be at least on Director on each committee or sub-committee.

35.RULES AND REGULATIONS

The Board of Directors may prescribe such rules and regulations not inconsistent with the by-laws of the Corporation relating to the management and operation of the Corporation as they deem expedient, provided that such rules and regulations shall have force and effect only until the next annual meeting of the members of the corporation when they shall be confirmed and failing such confirmation at such annual meeting of the members, shall from that time cease to have any force and effect

36.BORROWING AND GIVING SECURITY

The Board of Directors of the Corporation may from time to time:

36.1 borrow money on the credit of the Corporation is such amounts and on such terms as may be deemed expedient by obtaining loans or advances or by way of overdraft or otherwise;

36.2 issue debentures or other securities of the Corporation;

36.3 pledge or sell such debentures of other securities for such sums and at such prices as may be deemed expedient;

36.4 mortgage, hypothecate, charge or pledge or give security in any manner whatsoever upon, all or any of the property, real or personal, immovable and moveable, undertaking and rights of the Corporation, present or future, to secure any debentures or other securities of the Corporation, present or future, or any money borrowed or to be borrowed or any obligation or liability of the Corporation, present or future;

36.5 conduct lotteries

36.6 From time to time, the Board of Directors may authorize any officer or officers or any employee of the Corporation or any other person to make arrangements with reference to the monies borrowed or to be borrowed as aforesaid and as to the terms and conditions of the loans 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 to generally manage, transact and settle the borrowing of money by the Corporation.

36.7 Upon the passing of this by-law, the present By-Law No. 8 becomes null and void and is of no further effect.

36.8 The President and Secretary are authorized and directed to place their hands and the Seal of the Corporation upon this by-law and to cause it to be entered into the Corporation’s Minute Book.

Upon the dissolution of the Corporation and after the payment of all debts and liabilities, the remaining property of the Corporation shall be distributed to a recognized registered charitable organization.

ENACTED AS BY-LAW #12, by majority of the members entitled to vote at a meeting of members at which quorum was present, duly called and held on the 19th day of June, 2013.

This document was enacted on the 19th day of June, 2013 in the Town of Midland, County of Simcoe in the Province of Ontario.