THE CHILDREN'S AID SOCIETY OF THE COUNTY OF DUFFERIN A by-law relating generally to the conduct of the affairs of The Children's Aid Society of the County of Dufferin WHEREAS by Letters Patent, dated the 8th day of March 1934, the Children's Aid Society of the County of Dufferin was incorporated, AND WHEREAS the Society wishes to revise its by-law respecting the conduct of the affairs of the Society; BE IT ENACTED as a by-law of the Children's Aid Society of the County of Dufferin as follows: INTERPRETATION 1.01 In this by-law and all other by-laws and resolutions of the Children's Aid Society of the County of Dufferin, unless the context requires otherwise: a) the singular includes the plural; b) the masculine gender includes the feminine; c) "Board" means the Board of Directors of the Children's Aid Society of the County of Dufferin; d) "Society" means the Children's Aid Society of the County of Dufferin; e) "Letters Patent" means the Letters Patent and any Supplementary Letters Patent; f) "documents" includes deeds, mortgages, hypothec, charges, converances, transfers and assignments of property, real or personal, immoveable or moveable, agreements, releases, receipts and discharges for the payment of money or other obligations, conveyances, transfers and assignments of shares, bonds, debentures or other securities and all paper writings; g) "The Corporation Act" means The Corporations Act, RSO 1970, Chapter 89, as amended, and any statute enacted in substitution therefor from time to time; h) "The Child and Family Services Act" means The Child and Family Services Act, 1984, SO 1984, Chapter 55, as amended and any statute enacted in substitution therefor from time to time. 1.02 All terms defined in The Corporations Act have the same meanings in this by-law and all other by-laws and resolutions of the Society. HEAD OFFICE 2.01 The head office of the Society shall be in the Town of Orangeville in the Province of Ontario, and at such place therein as the Board may from time to time determine. GEOGRAPHICAL AREA SERVED 3.01 The Society shall exercise its statutory authority under The Child and Family Services Act in the County of Dufferin. SEAL 4.01 The seal impressed on the right margin of this by-law shall be the corporate seal of the Society. MEMBERSHIP 5.01 Classes of Members - The Society shall have three (3) classes of members - regular, statutory and honourary. 5.02 Membership Year - The membership year of the Society shall coincide with its fiscal year. 5.03 Membership Dues - Membership dues shall be three dollars ($3.00) per membership year for each regular member. Notice of assessment of dues for the next following membership year shall be mailed to each regular member at least thirty (30) days prior to the end of the current membership year. 5.04 Regular Members - any person a) who is an individual eighteen (18) years of age or over and resides or carries on business in the area served by the Society, or that is a corporation and has its head office in or carries on business in the area served by the Society; b) who notifies the Secretary of the Society in writing of his desire to become a member; and c) who pays the annual membership dues shall be a regular member of the Society for the membership year for which the dues are paid. 5.15 Termination of Regular Membership - A regular membership in the Society is not transferable and automatically terminates a) if the member resigns as a member of the Society or dies; or b) if the member is removed by the adoption of a resolution passed by a two-thirds majority of the members voting at any meeting of the Society; or c) if an assessment of membership dues under the authority of section 5.03 of this by-law remains unpaid for more than thirty (30) days following the date on which the notice of assessment is mailed to the member. 5.06 Honourary Members - The Board may, by resolution, nominate any person aged eighteen (18) or over who has given distinguished service to the Society, or whom the Board otherwise deems appropriate, as an honourary member of the Society for any specified period or for life. Upon accepting the Board's nomination, the nominee becomes an honourary member of the Society of for the period so designated by the Boards resolution. No more than five (5) honourary members may be created in any one membership year. Honourary membership terminates at the end of the designated period or earlier by resolution of the Board or if the honourary members resigns. An honourary member is exempt from membership dues. 5.07 Statutory Members - Each municipal representative who is a director of the Society in accordance with the Child and Family Services Act shall be a statutory member of the Society for the period during which he acts as a municipal representative director. Statutory members are exempt from membership dues. 5.08 Eligibility for Office - Except as limited in section 6.08 of this by-law, each regular and honourary member is eligible for election to the Board and election or appointment, as the case may be, to the other offices of the Society. DIRECTORS 6.01 The affairs of the Society shall be managed by a Board consisting of 17 directors. Every director shall maintain membership in the Society during his term as director. 6.02 Municipal Representative Directors - Five (5) municipal representatives appointed in the manner set out in The Child and Family Services Act shall be ex officio directors of the Society. Each municipal representative director shall for all purposes be deemed to be elected by the members of the Society and shall have all the duties and obligations of elected directors. Each municipal representative shall hold office for a term of one (1) year or until his successor is appointed. Any vacancy in the office of municipal representatives director shall be filled for the unexpired term of office by appointment in accordance with the Child and Family Services Act. 6.03 Rotating Directors - If the Letters Patent so provide, the 12 directors, other than the municipal representative directors, shall be elected and shall retire on a rotation basis and shall be known as rotating directors. 6.04 Method of Election - Each rotating director shall be elected by the members at an annual or general meeting of the Society. 6.05 Transition Provisions for Implementation of Rotation System - At the annual meeting in which the rotation system is implemented, the rotating directors shall be divided into three (3) equal classes: a) the first class shall consist of 4 directors elected to hold office for a term of three (3) years or until their successors are elected or appointed b) the second class shall consist of 4 directors elected to hold office for a term of two (2) years or until their successors are elected or appointed, c) the third class shall consist of 4 directors elected to hold office for a term of one (1) year or until their successors are elected or appointed. 6.06 Election - At each annual meeting following the annual meeting in which the rotation system is implemented, a number of rotating directors equal to the number retiring in such year shall be elected for a term of three (3) years or until their successors are elected or appointed. 6.07 Re-Election - A rotating director is not eligible for re-election after having serviced as a member of the Board for a total of six (6) consecutive years until a period of eleven (11) months has elapsed from the date of his retirement. 6.08 Eligibility - Each candidate for director shall be a natural person at least eighteen (18) years of age. Each candidate for director shall be a member of the Society at the time of his or her nomination. No candidate for director shall be an undischarged bankrupt or a mentally incompetent person. If a director or a candidate for director becomes bankrupt or a mentally incompetent person, he thereupon ceases to be a director or to be eligible to be a director, as the case may be. Any vacancy on the Board so created shall be filled in the manner prescribed in section 7.02 of this by-law. No solicitor acting for the Society or for any client or party adverse in interest to the Society is eligible to be director while so acting. Any director who becomes ineligible pursuant to this provision, thereupon ceases to be a director and any vacancy on the Board so created shall be filled in the manner prescribed in section 7.02 of this by-law. 6.09 Consent of Director - A person who is elected or appointed a director is not a director unless a) he was present at the meeting where he was elected or appointed and did not refuse to act as a director, b) where he was not present at the meeting where he was elected or appointed, he consented to act as a director in writing before his election or appointment or within ten (10) days thereafter. A person who is elected or appointed as director and refuses under clause (a) or fails to consent under clause (b) shall be deemed not to have been elected or appointed as a director. 6.10 Removal of Directors - The members may, by resolution passed by at least two-thirds (2/3) of the votes cast at a general meeting of which notice specifying the intention to pass the resolution have been given, remove any director before the expiration of his term of office and may, by a majority of the votes cast at that meeting, elect any member in his stead for the remainder of his term. 6.11 Non-Remuneration of Directors - No director shall receive remuneration from the Society and is under an obligation to act in the utmost good faith towards the Society in his dealings with it or on its behalf. No director shall place himself in a position where there is a conflict between his duties as director and his other interests. Every director who is in any way directly or indirectly interested in an existing or proposed contract, transaction or arrangement with the Society or who otherwise has a conflict of interest shall declare his interest fully at a meeting of the directors in the manner required by The Corporations Act and shall refrain from discussion and voting in respect of the matter on which he has declared a conflict. Every disclosure of interest shall be recorded in the minutes of the meeting. BOARD MEETINGS 7.01 Quorum - A quorum for the transaction of business at any meeting of the Board of Directors shall be a majority of the Board, regardless of vacancies. Only those directors present in person shall be counted in determining whether or not a quorum is present. 7.02 Vacancies - Subject to section 6.02 and section 6.04 of this by-law, so long as quorum of directors remains in office, any vacancy occurring in the Board of Directors shall be filled for its unexpired term within ninety (90) days from the date on which the Board declares the seat vacant either a) by election at an annual meeting, where the annual meeting falls within the ninety (90) day period, or b) where no annual meeting falls within the ninety (90) day period, by having those directors remaining in office designate a suitable individual from among the members of the Society. If no quorum of directors remains in office, the directors shall forthwith call a general meeting of the members to fill the vacancies for their expired terms. 7.03 Attendance - Any director, excluding municipal representative directors, who fails to attend, without reasonable cause as determined by the Board, fifty (50) percent of the Board meetings held in any one fiscal year period or three (3) consecutive meetings of the Board shall, if the Board by resolution so decides, be disqualified from serving as a director. Any director so disqualified shall thereupon cease to be a director. The vacancy so created may be filled in the manner prescribed in section 7.02 of this by-law. Where a municipal representative director fails to attend, without reasonable cause as determined by the board, fifty (50) percent of the board meetings held in any one fiscal period or three (3) consecutive Board meetings, the Board shall, if it by resolution so decides, ask the municipal council that appointed the municipal representative to appoint another municipal representative in his stead. 7.04 Location of Meetings - Meetings of the board may be held at the Head Office of the Society or at any place within the area served by the Society, as designated in the notice calling the meeting. 7.05 Number of Meetings - The Board shall hold at least nine (9) meetings in each fiscal year. Meetings of the Board may be called at any time by the President at his own behest or at the request of any four (4) directors. 7.06 Open Board Meetings - All meetings of the Board shall be open to all members of the Society and to such other persons or classes of persons as the Board from time to time by resolution determines, unless the Board by resolution requires that any Board meeting or part thereof shall be held in camera. Unless the Board by resolution determines otherwise, no one other than a director shall have the right to participate in discussion at any Board meeting. No one other than a director shall vote on any question proposed for consideration at any Board meeting. The Board shall keep a record of all resolutions to hold Board meetings or parts thereof in camera pursuant to this section, which record shall include the resolution and the reasons therefor. 7.07 Notice of Directors - Notice of Board meetings shall be delivered, mailed or telephoned to each director not less than five (5) days before the meeting is to take place. The statutory declaration of the Secretary or President that notice has been given pursuant to this by-law shall be sufficient and conclusive evidence of the giving of such notice. No formal notice of a meeting is necessary if all the directors are present or if those absent have signified their consent in writing to the meeting being held without notice in their absence. 7.08 Notice to Members - The Board shall establish procedures for giving the members of the Society complete and timely notice of the day, time and place of all meetings of the board. 7.09 Regular Meetings - The Board may designate one or more days in any month or months of the year as the date or dates on which regular meetings of the Board will be held at a place and time named. If this is done and proper notice is given, no individual notice of any regular Board meetings need be given. The Board shall hold a meeting within seven (7) days following the annual meeting of the Society for the purposes of organization, the election and appointment of officers and the transaction of any other business. 7.10 Voting - So long as a quorum is present and unless otherwise required by this by-law, questions arising at any meeting of the Board shall be decided by a majority of the directors present and voting. There shall be no proxy voting. In the case of an equality of votes, the Chairman, in addition to his original vote, has a second or casting vote. At all meetings of the Board, every question shall be decided by a show of hands unless a poll on the question is required by the Chairman or requested by any director. Polls shall be conducted by secret ballot. A declaration by the Chairman that a resolution has been carried and an entry to that effect in the minutes is conclusive evidence of the fact without proof of the number or proportion of votes recorded in favour of or against the resolution. 7.11 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 director. Municipal representative directors may submit copies of the minutes to their municipal councils. OFFICERS 8.01 General a) The Board shall annually, or as often as may be required, elect a President and one or more Vice-Presidents, and appoint a Secretary and a Treasurer from among themselves. One person may hold more than one office except the offices of President and Vice-President. If the same person holds the offices of Secretary and Treasurer, he shall be known as the Secretary-Treasurer. Each office of the Society shall serve only so long as he is a director. b) The Board may appoint such other officers and agents as it considers necessary and all officers shall have, in addition to those powers set out in this by-law, the authority to perform the duties from time to time prescribed by the Board. The Board may be resolution remove at its pleasure any officer of the Society. 8.02 President - The President shall, when present, preside as Chairperson at all meetings of the Board, the Executive Committee of the Board and the members. The President shall supervise the affairs and operations of the Society, sign all documents requiring his signature, and have the other powers and duties from time to time prescribed by the Board or incident to his office. The President shall be an ex officio member of all committees. 8.03 Vice-President - When the president is absent or unable to act, the Vice-president may exercise all the powers and duties of the President. In the event that the President and the Vice-President are both absent, the Board may nominate one of its members to preside as Acting President and, while so acting, the Acting President shall have the powers and duties of the President. The Vice-President shall also perform the other duties prescribed from time to time by the Board or incident to his office. 8.04 Secretary - The Secretary shall perform or cause to be performed all secretarial functions for the Board and the Executive Committee of the Board. The Secretary shall keep or cause to be kept a correct record of the proceedings and transactions of all meetings of the members, the Board, and the Executive Committee of the Board. The Secretary shall give all notices required to be given to members, directors and others. The Secretary shall be the custodian of the corporate seal of the Society and of all books, papers, records, correspondence and documents belonging to the Society. The Secretary shall perform the other duties from time to time prescribed by the Board or incident to his office. 8.05 Treasurer - The Treasurer shall keep or cause to be kept full and accurate accounts of all receipts and disbursements of the Society in proper books of account and shall deposit or cause to be deposited all monies or other valuable effects in the name and to the credit of the Society in such banks, trust companies or other financial depositories from time to time designated by the Board. The Treasurer shall disburse or cause to be disbursed the funds of the Society under the direction of the Board, taking proper vouchers therefor, and shall render to the Board whenever required of him an account of all his transactions as Treasurer and of the financial position of the Society. He shall co-operate with the auditors of the Society. The Treasurer shall perform the other duties from time to time prescribed by the Board of incident to his office. EXECUTIVE COMMITTEE 9.01 The Board shall elect annually, or as often as may be required, from among its number, a nine-member Executive Committee consisting of the President, the Treasurer, four (4) Municipal Representatives and three (3) other directors. Each member of the Executive Committee shall serve only so long as he is a director. A majority of the Executive Committee present in person constitutes a quorum for the transaction of business at a meeting of the Executive Committee. If and whenever a vacancy exists in the Executive Committee, so long as a quorum remains in office, the remaining members may exercise all the powers of the Executive Committee. The Board shall, within 60 days after a seat on the Executive Committee is vacated, fill the vacancy by election from among the members of the Board. 9.02 No business may be transacted by the Executive Committee except at a meeting of its members at which a quorum of the Executive Committee is present. 9.03 During the intervals between the meetings of the Board, the Executive Committee shall posses and may exercise (subject to any regulations which the Board may from time to time impose) all the powers of the Board in the management and direction of the affairs and business of the Society (save and except only such acts as must by law be performed by the Board itself) in such manner as the Executive Committee shall deem best for the interests of the Society in all cases in which specific directions have not been given by the Board. 9.04 Notice of Executive Committee Members - Notice of Executive Committee meetings shall be delivered, mailed or telephoned to each member of the Executive Committee not less than three (3) days before the meeting is to take place. The statutory declaration of the Secretary or President that notice has been given pursuant to this by-law shall be sufficient and conclusive evidence of such notice. No formal notice of a meeting is necessary or if those absent have signified their consent to the meeting being held without notice and in their absence. 9.05 Voting - So long as a quorum is present, questions arising at any meeting of the Executive Committee shall be decided by a majority of the members of the Executive Committee present and voting. There shall be no proxy voting. In the case of an equality of votes, the Chairman of the Executive Committee, in addition to his original vote, has a second or casting vote. At all meetings of the Executive Committee, every question shall be decided by a show of hands unless a poll on the question is required by the Chairman of the Executive Committee. Polls shall be conducted by secret ballot. A declaration by the Chairman of the Executive Committee that a resolution has been carried and an entry to that effect in the minutes is conclusive evidence of the fact without proof of the number or proportion of votes recorded in favour of or against the resolution. 9.05 Location of Meetings - Meetings of the Executive Committee may be held at the Head Office of the Society or at any other place in the area served by the Society, as designated by the Executive Committee in the notice calling the meeting. 9.07 Minutes - The minutes of the meetings of the Executive Committee shall be submitted to the Board at the next Board Meeting following the meeting of the Executive Committee or at any time upon request by the Board. OTHER COMMITTEES 10.01 There shall be a Noninating Committee and such other permanent and ad hod committees as the Board may from time to time by by-law or resolution establish, having such powers and duties as the Board may determine. Except as otherwise provided in this by-law, a) the Chairman of each committee must be a director; b) other members of the committee may, but need not be directors; c) members of the committee shall be appointed by the Chairman of the committee and approved by the Board. d) each committee shall keep records, shall report to the Board at regular intervals and at any time upon request and shall be responsible to the Board; and e) each committee shall have the power to appoint one (1) or more subcommittees. 10.02 Each committee established by the Board shall consider, report and make recommendations to the Board on any matter referred to the committee by the Board. 10.03 The duties of each committee shall include, but not be limited to, all the responsibilities assigned to it by by-law. The Board may at any time by resolution assign additional responsibilities to a committee. 10.04 Nominating Committee - The Nominating Committee shall consist of three (3) or more directors. Candidates running for the Office of Director must be recommended by the Nominating Committee or in writing by at least two (2) members of the Society in accordance with the requirements of section 6.08 of the by-law. The Nominating Committee shall recommend candidates who adequately represent the constituency served by the Society. The Nominating Committee shall fully explain to potential candidates their duties and responsibilities as directors and shall obtain from each candidate the consent required under section 6.08 and from each newly-elected director the consent required under section 6.09 of this by-law. Prior to the annual meeting, the Nominating Committee shall prepare a slate bearing the names of all candidates running for director. The Nominating committee shall prepare or have prepared a brief biographical sketch of each candidate and shall mail, at least fourteen (14) days prior to the annual meeting, by prepaid post to all persons who are members of the Society as of the Record Date, a list of all the candidates along with their biographical sketches. The Nominating Committee shall make recommendations to the Board respecting any vacancy on the Board. The Nominating Committee shall ensure that an orientation and training program is established for newly-created directors. The Nominating Committee shall ensure that the attendance of directors at meetings of the Board is monitored and that regular reports are submitted to the Board regarding attendance. The Nominating Committee, or its designate, shall consult with those directors who are not regularly attending Board meetings or who fail to attend the minimum number of meetings and shall make recommendations to the Board regarding the removal of inactive members. 10.05 Standing Committees - In addition to the Executive Committee and Nominating Committee, there shall be the following Standing Committees of the Board; 1. Personnel 2. Program 1) A Personnel Committee shall be appointed composed of the Chairman, who shall be a Director, and three additional Directors, one of which must be a Municipal Representative Director, staff representatives to represent social work and clerical staff. Only Directors have the right to vote at committee meetings. The Local Director shall attend all Personnel Committee meetings. The duties of the Personnel Committee shall include, but not be limited to the following responsibilities: the Personnel Committee shall establish policies and procedures regarding salaries, fringe benefits, hours and working conditions that permit the employment and retention of qualified staff. 2) One or more Program Committees shall be appointed, each composed of a Chairman, who shall be a Director, and as many other Directors as determined by the board. In addition, each Program Committee shall appoint at least one community member to sit on it's committee, without voting rights. The Local Director shall attend all meetings of each Program Committee. The duties of each Program Committee shall include, but not be limited to, the following responsibilities: each Program Committee shall consult with the Local Director and staff and shall maintain a continuing examination of the Society services and practices and shall establish policies and procedures to assure that all services provided by the Society are consistent with the overall goals and purposes of the Society. As well, each Program Committee shall oversee the financial affairs of the program assigned to it, on behalf of the Board of Directors, it shall prepare and present the annual budget for each program, and supervise the investment of Society funds and any borrowing on behalf of the Society for the program assigned to it. Finally each Program Committee shall develop means aimed at informing others about the Society by the dissemination of information; its goal is to enhance the public's understanding of the Society's services. LOCAL DIRECTOR 11.01 The Board shall from time to time appoint a Local Director who shall have such duties as are determined by the Board and as are set out in the Child and Family Services Act. The Local Director shall remain in office at the pleasure of the Board or until the Board accepts his resignation. GRIEVANCE PROCEDURES 12.01 The Board may establish written policies with respect to complaints or grievances lodged by Society wards, children in care, other Society clients, foster parents, volunteer workers, members and such other groups as the Board by resolution deems appropriate. The Board may establish in writing procedures or mechanisms whereby complaints or grievances can be reported, documented, heard if a hearing is necessary, and resolved. The policies and procedures with respect to grievances 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 resolutions of grievances lodged. MEMBER'S MEETINGS 13.01 Annual Meeting - The annual meeting of the Society shall be held within six (6) months following the end of the Society's fiscal year and within fifteen (15) months after the holding of the last preceding annual meeting at a time, date and place within the area served by the Society as determined by the Board for the purposes of: a) hearing and receiving the reports and statements required by the Corporation Act to be read at and laid before the Society at an annual meeting; b) electing directors; c) appointing the auditor and fixing or authorizing the Board to fix remuneration; and d) transacting any other business properly brought before the meeting. 13.02 General Meeting - The Board may at any time call a general meeting of members for the transaction of any business, the general nature of which is specified in the notice calling the meeting. A general meeting of members may be held at any place at which an annual meeting of members may be held. A general meeting of members may also be called by the members in the manner specified in the Corporations Act. 13.03 Record Date - The Board shall by resolution establish in advance a time and date, at least thirty (30) days in advance of any meeting of the members, as the Record Date for the determination of those members entitled to notice of and to vote at the members' meeting. Any person who is not a member as of the Record Date is not entitled to notice of or to vote at the meeting for which the Record Date has been established. 13.04 Notice - Notice of the time, place and date of meetings of members and general nature of the business to be transacted shall be given at least fourteen (14) days before the date of the meeting. a) to each member as of the Record Date by sending the notice by prepaid mail to the last address of the member as shown on the Society's records; and b) in the case of an annual meeting, to the auditor of the Society 13.05 Quorum - Twenty (20) - percent of total members of the Society calculated on the basis of membership as of the Record date, present in person constitutes a quorum for the transaction of business at any meeting of members. No business shall be transacted at any members meeting unless the requisite quorum is present at the commencement of such business. If, within one (1) hour after the time appointed for the meeting, a quorum is not present, the meeting, if it is an annual meeting, shall stand adjourned as set out in section 13.10 of this by-law; in all other cases, the meeting shall be dissolved. 13.06 Voting - Each member as of the Record Date - regular, honourary and statutory - shall be entitled to one vote on each question put to the members at any meeting of the members. Unless otherwise required by the provisions of the Corporations Act or this by-law, all questions proposed for consideration at a meeting of members shall be determined by a majority of the votes cast by the members present, in person or by proxy, and voting. In the case of an equality of votes, the Chairman presiding at the meeting has a second or casting votes. 13.07 Show of hands - At all meetings of members, every question shall be decided by a show of hands unless a poll is required by the Chairman or requested by any member. Upon a show of hands, every member present in person shall have one vote and there shall be no proxy voting. Whenever a vote by a show of hands has been taken upon a question, unless a poll is requested, a declaration by the Chairman that a resolution has been carried our lost by a particular majority and an entry to that effect in the minutes of the Society is conclusive evidence of the fact without proof of the number or proportion of votes recorded in favour of or against the motion. 13.08 Polls - Polls shall be conducted by secret ballot and each member may vote in person or by a duly-appointed proxy. If, at any meeting, a poll is requested on the election of a Chairman or on the question of adjournment, it must be taken forthwith without adjournment. If a poll is requested on any other question, it shall be taken in the manner and either at once or later at the meeting or after adjournment as the Chairman directs. The result of a poll shall be deemed to be the resolution of the meeting at which the poll was requested. A request for a poll may be withdrawn at any time prior to the taking of the poll. 13.09 Chairman - In the absence of the President and Vice-President the members present at any meeting of members shall choose another director as Chairman and, if no director is present or if all the directors present decline to act as Chairman, the members present shall choose one of their number to act as Chairman. 13.10 Adjournments - Except as set out in section 13.05 of this by-law, any meeting of the Society may be adjourned to any time and from time to time, and any business may be transacted at any adjourned meeting that might have been transacted at the original meeting from which the adjournment took place. No notice is required of any adjourned meetings. SOCIETY DOCUMENTS, REGISTERS AND BOOKS 14.01 Books and Records - The Board shall ensure that all necessary books and records of the Society required by the by-laws of the Society or by any applicable statute are regularly and properly kept. 14.02 Information and Members - Within sixty (60) days following any meeting of the members of the Society, each member shall be sent by prepaid mail to his last address as shown on the Society's records a summary of the minutes of the proceedings at such members' meeting. Included with the Summary of the meeting of the members shall be a notice stating that any member of the Society or his agency or legal representative may, during normal business hours of the Society, inspect and make extracts from or copy at his own expense any of the following Society documents, namely: a) the Letters Patent and any supplementary Letters Patent issued to the Society; b) all by-laws and special resolutions of the Society; c) a register of directors in which are set out the names, addresses and callings of all persons who are or have been directors of the Society with the several dates on which each became or ceased to be a director; d) the minutes of all meetings of the Society and the Board, except for minutes relating to parts of Board meetings which are held in camera; e) all financial statements and auditor's reports of the Society; and f) upon complying with the requirements in The Corporations Act, a list of the names and addresses of all members of the Society. EXECUTION OF DOCUMENTS 15.01 Cheques, Drafts, Notes, Etc. All cheques, drafts or orders for the payment of money and all notes and acceptances and bills of exchange shall be signed in the manner and by the officer or officers or person or persons from time to time prescribed by the Board. 15.02 Execution of Documents - Documents, excepting those set out in section 15.01, requiring execution by the Society may be signed by the President or a Vice-President and the Secretary or the Treasurer, or by any two (2) directors appointed by the Board for than purpose, and all documents so signed are binding upon the Society without any further authorization or formality. The Board may from time to time appoint any officer or officers or any person or persons on behalf of the Society, either to sign documents generally or to sign specific documents. The corporate seal of the Society shall, when required, be affixed to documents executed in accordance with the foregoing. BANKING 16.01 The Board shall designate, by resolution, those officers and others persons authorized to transact the banking business, or any part thereof, of the Society with the banks, trust companies, or other financial depositories carrying on a banking business that the Board has designated as the Society's 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 the Society's 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 the Society; c) issues receipts for and orders relating to any property of the Society; d) execute any agreement relating to any banking business and defining the rights and powers to the parties thereto; and e) authorize any officer of the banker to do any act or thing on the Society's behalf to facilitate the banking business. BORROWING 17.01 Subject to the limitations set out in The Corporation Act, the Letters Patent of the Society and this by-law, the Board may: a) borrow money on the credit of the Society; b) issue, sell or pledge securities of the Society; or c) charge, mortgage, hypothecate or pledge all or any of the real or personal property of the Society, 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 the Society. 17.02 From time to time, the Board may authorize any director, officer or employee of the Society or 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 the Society. TRANSFER OF ASSETS 18.01 The Society will not transfer or assign any of its assets without the consent of a Director of Child Welfare appointed pursuant to the Child and Family Services Act. FINANCIAL YEAR 19.01 The financial year of the Society shall terminate on the last day of December in each year. FINANCIAL CAMPAIGNS 20.01 The Board may authorize campaigns for voluntarily donated funds to support the general operations of the Society or any particular phase or aspect of the Society's operations. NOTICE 21.01 Computation of Time - In computing the date when notice must be given under any provision in the by-law requiring a specified number of days' notice of any meeting or other events, the date of giving the notice is, unless otherwise provided, included. 21.02 Omissions and Errors - The accidental omission to give notice of any meeting of the Board or members or other notice required by this by-law or the non-receipt of any notice by any director or member or by the auditor of the Society or any error in any notice not affecting its substance does not invalidate any resolution passed or any proceedings taken at the meetings. Any director, member or the auditor of the Society may at any time waive notice of any meeting and may ratify and confirm any or all proceedings taken thereat. INDEMNIFICATION 22.01 Indemnification - Every director and officer of the corporation, and his heirs, executers and administrators, and estate and effects, respectively, shall from time to time and at all times be indemnified and saved harmless out of the funds of the corporation from and against: a) all cost, charges and expenses whatsoever that such director or officer sustains or incurs in or about any action, suit or proceeding that is brought, commenced or prosecuted against him, for or in respect of any act, deed, matter or thing whatsoever made, done or committed by him in or about the execution of the duties of his office; and b) all other costs, charges and expenses that he sustains or incurs in or about or in relation to the affairs of the corporation, except such cost, charges or expenses as are occassioned by his own willful neglect or default. AUDITORS 23.01 Appointment - At the annual meeting of the Society, the members shall appoint a licensed public accountant as auditor to hold office until the next annual meeting. If no such appointments made, the auditor in office shall continue in office until a successor is appointed. 23.02 Reporting - The auditor shall report to the members on the financial statement to be laid before the Society at the annual meeting and on those other matters required by the Corporation Act. 23.03 Qualifications - No person shall be appointed as auditor of a Society who is a director, officer or employer of the Society or who is a partner, employer or employee of any such director, officer or employee. RULES OF PROCEDURE 24.01 Roberts Rules of Order shall apply at all meetings of the members, the Board, the Executive Committee and any other committees established by the Board. REPEAL OF PRIOR BY-LAWS 25.01 All prior by-laws, resolutions or other enactments of the Society inconsistent with this by-law are hereby repealed. AMENDMENTS 26.01 This by-law may be amended by a resolution of the directors, confirmed by a two-thirds (2/3) vote of the members of the Society voting at any meeting regularly called. 26.02 Notice to Members - Notice of any proposed amendment or repeal of the by-law shall be given to each member, in accordance with procedure set out in section 13.04 of this by-law, at least fourteen (14) days prior to the meeting at which the repeal or amendment is to be considered. 26.03 Ministerial Approval - No amendment or repeal of the by-law comes into force until such amendment or repeal is approved by the Minister of Community and Social Services PASSED by the Board of Directors or the Society on the 21 st day of April 1992 /signed/ Cathy Fox President /signed/ illegible Secretary CONFIRMED by a two-thirds majority of the members of the Society on the 20th day of May, 1992 /signed/ Cathy Fox President (affix corporate seal) /signed/ illegible Secretary Pursuant to the provisions of subsection 5 of section 15 of the Child and Family Services Act, RSO 1990, c C.11, I hereby approve the amendment to the by-law of The Children's Aid Society of the County of Dufferin which was duly approved by the membership of the society on May 20, 1992. Dated this 8th day of April, 1997. Janet Ecker Minister