UUIz[

Appendix “E”

THIS IS EXHIBIT ,,..,,.,...TO THE

AFFIDAWI OFSWORN BEFORE ME

ThS..,.LAYOF,th2

o.-—......, \f A Cimt etc

Appendix “E”

OPP Association Constitution and By-Laws:

On November 21, 2014 I reviewed a copy of the OPP Association Constitution

and By-Laws, dated May 2014. I have noted applicable sections in this

document pertaining to the structure of the OPPA, specific roles of OPPA

employees and board members, honoraria employment contracts, expenditures,

contracts and investments.

a. Board of Directors Section, “(a) The affairs of the Corporation shall begoverned by the Board of Directors which shall consist of the President ofthe Corporation and six other Directors. (b) Of the six Directors, fiveDirectors shall be without title and one Director shall be referred to as aCivilian Director. (c) The President and the Directors shall be elected andshall serve until the expity of their respective terms of office as hereinafterprovidecJ or until their successors are elected or appointed. (d) Themembers of the Corporation may, by resolution passed by at least two-thirds of the voting delegates at a General Meeting of which noticespecifying intention to pass such resolution has been given, remove anymember of the Board of Directors before the expiration of the term ofhis/her office. The vacancy created as a result shall be filled pursuant tothe provisions of section 8 of this By-Law. (e) Members of the Board ofDirectors shall be ex officio members of all Committees. ( Positions onthe Board of Directors are full-time positions.” (Page 7)

b. President Section, “(a) The President shall preside at all Regular Generaland Special Meetings of the Association and perform all duties incidentalto his/her office. He/she shalI with the concurrence of the Board ofDirectors, direct and confirm that the duties delegated to the ChiefAdministrative Officer are being properly pursued. (b) The President or hisor her designee shall be the sole spokesperson for the Association.”(Page 7)

c. Vice President Section, “(a) There shall be a Vice President of theCorporation who shall be elected by the Board of Directors from amongthe Directors other than the President at the first meeting of the Board ofDirectors following each Annual Meeting. (b) The Vice President shall actas Chairperson of all meetings of the Board of Directors.” (Page 8)

d. Directors Section, “Directors shall perform all duties as the Board ofDirectors or the General Meeting directs.” (Page 8)

F;e. Chief Administrative Officer Section, “(a) The Chief Administrative Office,;

who for purposes of the Corporations .4ct shall also be the Secretary of

the Corporation, shall be appointed by the Board of Directors, and shall

enter into a contract of employment with the Corporation upon such terms

and conditions, and for such period of time as may be mutually agreed

upon. Any person so appointed shall meet the qualifications as set from

time to time by the Board of Directors. (b) The Chief Administrative Officer

shall perform all duties incidental to his/her office, and work in accordance

with the directives issued by the Board of Directors.” (Page 15)

f. General Section, “The Chief Administrative Officer shall be

responsible for the collection, depositing, expenditure and

accounting of all monies belonging to the Corporation. The Chief

Administrative Officer shall report regularly to the Board of Directors

regarding financial issues and shall present Financial Reports a

Regular General Meetings”. (Page 23)

g. Honoraria Section, “(a) The President shall be entitled to a yearly

honorarium, inclusive of any salary paid by the employer; of 181% of

the salary of an OPP first class constable with 23 or more years of

service. In addition, the President shall receive increases in accordance

with the number of consecutive years ‘of experience in the position of

President, as follows: (I) 3 to 6 years experience: 5.65%; and, (ii) more

than 6 years experience: 11.3%. (b) The Vice President and each

Director shall be entitled to a yearly honorarium, inclusive of any

salary paid by the employer;, of 160% and 135%, respectively, of the

salary of an OPP first class constable with 23 or more years of

service. (c) The method of any payments to the President, Vice

President or Directors calculated pursuant to this paragraph shall be

in accordance with any agreements that may be in place from time to

time between the OPPA and the OPP.” (Page 8 and 9)

h. Executive Officer Section, “Board of Directors may appoint a sufficient

number of Executive Officers to carry out the business of the Corporation.

Executive Officers shall enter into written contracts of employment with the

Corporation upon such terms and conditions and for such periods of time

as may be mutually agreed upon. The Executive Officers shall report to

the Chief Administrative Officer of the Association and shall perform such

duties as instructed by the Board of Directors, through the Chief

Administrative Officer.” (Page 15)

i. Legal Officers Section, “The Board of Directors may appoint a

sufficient number of Legal Officers to carry out the business of the

Corporation. Legal Officers shall enter into written contracts of

employment with the Corporation upon such terms and conditions and for

such periods of time as may be mutually agreed upon. The Legal

Officers shall report to the Chief Administrative Officer of the

Association and shall perform such duties as instructed by the

Board of Directors, through the Chief Administrative Officer.” (Page

15)

j. Emp’oyment Contracts Section, “Employment contracts for the Chief

Administrative Officer, Executive Officers and Legal Officers shall be

negotiated by a committee designated by the President. An employee

shall not be a member of the committee negotiation his/her own contract

on behalf of the corporation.” (Page 24)

k. Expenditures Section, “(a) The Board of Directors is authorized to

approve and make payment of all accounts and bills of the

Corporation. (b) Any two of the President, Vice President, Directors,

ChiefAdministrative Officer or Officers of the Corporation may sign

cheques for legitimate expenditures of the Corporation. (c) The Board of

Directors, Chief Administrative Officer, Legal Officers, Executive

Officers, Committee Members and persons elected or appointed by

the General Meeting, are to be reimbursed by the Corporation for

expenses incurred in attending to all business of the Corporation. In

addition to the payment of accommodation and meals and such incidental

expenses as may be necessai’y allowance will be made for transportation

on a mileage basis.” (Page 23)

I. Contracts Section, “Contracts and engagements on behalf of the

Corporation shall be signed by the President or the vice-President

and the ChiefAdministrative officer, or their delegates, and the Chief

Administrative Officer shall affix the seal of the corporation to such

instruments requiring same.” (Page 24)

m. Investments Section, “Monies accumulated by the Corporation maybe

invested from time to time with the subsequent approval of a General

Meeting, and shall adhere to investment policies, standards and

procedures that a reasonable and prudent person would apply inrespect of a portfolio to avoid undue risk and obtain a reasonable

return.” (Page 24 and 25)

COPY

Ontario Provincial Police

\,/

ASSOCIATION

CONSTiTUTION

and

BY-LAWS

May2014

(iii) The Head Office has reviewed the documentation pthiaining to thepayment of dues and confirmed that the member has paid the fullamount of applicable dues; and

(iv) Written confirmation has been forwarded by the Head Office to themember and copied to the Branch confirming that the member iseligible to vote.

(c) Active members who are fixed term civilian employees or casual part-timepolice employees and who have complied with paragraph (b) above, shall beeligible to vote immediately and shall continue to be eligible until March 1st ofthe following year after which paragraph (b) must be complied with again.

(d) The Association reserves the right to revoke voting rights where there hasbeen a change in a member’s working status.

3. RIGHT TO HOLD OFFICE

Only active members who are not fixed term civilian employees or casual part-timepolice employees have a right to hold the office of President or Director of theCorporation. (SBM 2012)

4. OBLIGATIONS, SUSPENSION AND EXPULSION OF MEMBERS 1CommentedCDKLZ: nrlytnick2& Proct1urorvetgation arni diipIhi, ca,iflcd,

(a) Members shall abide by provisions of the By-Laws of the Corporation. Amember shall not do anything which may bring the reputation of theAssociation into disrepute. If a member is convicted of an offence and issentenced to a period of incarceration, the member is deemed to havebrought the reputation of the Association into disrepute. (SOM 2012)

(b) A member may be charged with any violation of the By-Laws of theCorporation. Charges shall be made in writing and delivered to the ChiefAdministrative Officer. The Chief Administrative Officer shall immediatelygive notice of the charge to the member.

(c) The Board of Directors may suspend any member so charged Until the matterof the charge has been disposed of in accordance with this section. Asuspended member shall be suspended from attending any meeting of theCorporation; however he/she shall continue to pay dues.

(d) The Board of Directors shall investigate each charge, allowing the memberan opportunity to be heard. If the Board of Directors determines that theallegation is substantiated, it may take disciplinary action against themember, such as admonishment, temporary or indefinite loss of voting

S

privileges, temporary or indefinite removal from office, and/or temporary orindefinite loss of right to stand for election. In addition, the Board of Directorsmay recommend to the voting delegates at a General Meeting that themember be expelled from the Corporation.

(e) A member disciplined pursuant to this section shall have a right to appeal tothe members at a General Meeting. A notice of appeal shall be filed with theChief Administrative Officer within 30 days of the decision of the Board ofDirectors and shall ‘be heard at the next General Meeting following. Thedisciplinary action shall not take effect until 30 days have passed from thedate of the decision of the Board of Directors, If an appeal is filed, thedisciplinary action shall be stayed pending the outcome of the appeal.(SEM 2012)

(f) A General Meeting hearing an appeal under this section may, on a simplemajority, confirm the decision of the Board of Directors, vacate the decision,or substilute its own penalty.

(g) Where the Board of Directors recommends the expulsion of a member, themember shall be given notice of the time and place of the General Meeting,and shall be given an opportunity to be heard by the delegates. A vote toexpel a member shall require a two-thirds majority.

6

BY-LAW NO.3 — BOARD OF DIRECTORS - GENERAL cCommented[DKL3]:l,nrIyAr3.cAonmovej -

qfl7dn rnrmbrr of Ehr Born) ffli tort.

BOARD OF DIRECTORS

(a) The affairs of the Corporation shall be governed by the Board of Directorswhich shall consist of the President of the Corporation and six other Directors.

(b) Of the six Directors, five Directors shall be without title and one Director shallbe referred to as a Civilian Director.

(c) The President arid the Directors shall be elected and shall serve until theexpiry of their respective terms of office as hereinafter provided, or until theirsuccessors are elected or appointed.

(d) The members of the Corporation may, by resolution passed by at leasttwo-thirds of the voting delegates at a General Meeting of which noticespecifying intention to pass such resolution has been given, remove anymember of the Board of Directors before the expiration of the term of his/heroffice. The vacancy created as a result shall be filled pursuant to theprovisions of section 8 of this By-Law.

(e) Members of the Board of Directors shall be ex officio members of allCommittees. commented [DK14 ThL )artguogc is cunnLIy found ondcr tho -

dulisrt ofthr Pnrtidcnt (Art 5(s)). V)cr.Pn k,ut (Art 6(h)), ndDin,’rtors (Ait 6(t))).

(I) Positions on the Board of Directors are full-time positions. S -

(g) In the event that the current arrangement with the Employer for the reimbursement of salaries of members of the Board of Directors, as found inthe Collective Agreements, can no longer continue or becomesimpracticable, the Board of Directors shall implement full time secondedpositions for the members of the Board of Directors and the Association willreimburse the Employer the cost of salary and all benefits borne or incurredin any manner in respect to the positions.

2. PRESIDENT Con1mentedCOK5]:Eonwrt1yAniok5. -. -

(a) The President shall preside at all Regular General and Special Meetings ofthe Association and perform all duties incidental to his/her office. He/sheshall, with the concurrence of the Board of Directors, direct and confirm thatthe duties delegated to the Chief Administrative Officer are being properlypursued.

7

8. VACANCiES

(a) In the event that the President is unable to discharge his/her duties for theremainder of his/her term, the Vice President shall perform all the duties ofthe President until the conclusion of the next Annual General Meeting. Anelection shall be held in accordance with these By-Laws to fill thePresidential vacancy for the remainder of the term, if any. While the VicePresident is performing the duties of the President pursuant to this section,the Vice President’s position as Director shall not be considered vacant.

(b) In the event of a Director not being able to discharge his or her duties for theremainder of his or her term, the Board of Directors shall:

(i) if there are less than sixty (60) days in the remainder of the Director’sterm, continue with the normal election process pursuant to By-LawNo. 4, Article 3.

(ii) if subsection (b)(i), above, does not apply, direct that an election beheld at the General Meeting that is scheduled to be held sixty (60)days or more from the date of the vacancy to fill the vacancy for theremainder of the term. The Board of Directors shall establish a timeand date for the notice of intention to accept nominations for anelection called pursuant to this section. The Board of Directors mayappoint a person to fill the vacancy until the election. Such personappointed must be qualified to be a member of the Board of Directorsin accordance with the By-Laws. In the event that only one candidateseeks the position under an election called pursuant to this section,the Board of Directors may appoint the candidate to the Board ofDirectors prior to the next General Meeting for which the election isscheduled.

(iii) If there is not a quorum of Directors in office the Directors shallforthwith call a Special General Meeting of the Corporation to fill thevacancies.

9. POUCIES AND PROCEDURES (SBM 2012)

Commented tDKL1O1 ‘nvncdy Article (h). Clorilicntion that• while acting an Pntoident. tint Vice l’nrtiaknt then not vacate hiditer

,ovithm an J)ircctor.

Commented [DKL1Z]: Formerly Article 4. Removed• requirement hat vacancy result from ‘death, serious injury, illness or• ,vocignotirnrv”. Na vubgavtivv, change to minting prcvxvs.

10

The Board of Directors shall establish, prescribe and regulate such administrativeand operational policies as the Board considers necessary for the efficient andeffective operation of the Corporation, so long as such policies are not contrary tothese By-Laws, the Corporations Act, the Letters Patent and/or the SupplementaryLetters Patent. The policies, which shalt be referred to as Policies and Procedures,shall include, but are not limited to:

(a) operations of the Board of Directors, including but not limited to duties andresponsibilities of Directors, Board meetings, and creation and conduct ofcommittees;

(b) the day to day operations and administrative needs of the Association;

(c) Branch configuration;

(d) the creation and implementation of Branch By-Laws, including Branchaccountability, duties of Branch representatives and all other aspects ofBranch business;

(e) financial issues;

(f) members’ benefits, services and programs; and,

(g) any other area that would benefit the Association.

11

BY LAW NO.4 - BOARD OF DIRECTORS — ELECTIONS

1. ELECTORAL COMMFITEE (SBM 2014)

Commented [OKLIZ]: No no .tnüvn hnge .- owordiornxisdny hy.Iw angungo only.

There shall be an Electoral Committee consisting of 3 members. The Chairpersonof the Electoral Committee, who shall be known as the Chief Electoral Officer, shallbe the Chief Administrative Officer. The Board of Directors shall appoint the twoother members, one of whom shall be a Legal Officer. The Chief Electoral Officershall oversee the electoral process. Any disputes regarding the electoral processshall be resolved by the Electoral Committee.

2. ELECTION OF PRESIDENT (saM 2014)

(a) No person shall be elected or appointed as President of the Corporationunless at the time of his/her election or appointment he/she is an activemember and has served or is serving as a member of the Board of Directorsof the Corporation or as a Branch President or a Branch Secretary.

(b) Any Director who wishes to run for the office of President shall first resign thebalance of his/her term as Director, effective at the conclusion of the election.

(c) Eligible candidates wishing to run for the office of President shall declare theirintention in writing to the Chief Electoral Officer at the Head Office of theAssociation between 9:00 am or the Monday, two weeks before the first dayof the AGM to 4:00 pm on the Friday prior to the AGM.

(d) The OPP Association Head Office will provide space or its website forcandidate election campaign material and/or links to the candidates’ ownsites. Any material posted on the OPP Association website must beapproved by the Electoral Committee. All candidates shall receive the sameamount of space on the website.

(e) Candidates are not eligible for funding from sources outside of the OntarioProvincial Police Association.

(f) The Chief Electoral Officer shall arrange a debate for all candidates that shallbe recorded and posted on the Association’s website. The Association shallbe responsible for all reasonable costs incurred by the candidate to attendthe debate.

(g) All candidates shall acknowledge and agree to abide by the ucode of Conductfor Presidential Candidates” contained in the Association’s Policies andProcedures.

commentedCDKL1.31 Wc rcconimend acommitt ,vinw tin,ccccor.d pncss with an cyn no applying any recomrru,r,.k,J cluingesduring the “nonclecninnr ynar in, 203.

Commented CDKU4]; Curntly Art. 3(b)

Commented tDkL15) Curnoncly Art. l6(bXv

12

(h) The Chief Electoral Officer shall cause to be prepared one ballot containingthe names of candidates for the position of President. The election shall beconducted by way of electronic vote in a manner determined by the ElectoralCommittee. Electronic voting shall commence at 9:00 am. on the l5’ dayof November and shall conclude at 9:00 am on the 30’ day of November.The Chief Electoral Officer shall communicate the result to the candidatesand to the membership of the Corporation forthwith.

(i) The candidate receiving the most votes shall serve as the new Presidentcommencing on the 3Qth day of November immediately following the electionand continue to serve for the following three year period.

3. ELECTION OF DIRECTORS coinmentcdDKL16j:currcntyM. 16(c)

(a) Commencing at the Annual General Meeting in 2009, elections for Directorsshall be held on a 3 year cycle. In the first year of the three year cycle, thereshall be one election for two Directors’ positions, and one election for thedesignated Civilian Director position. In the second year of the three yearcycle, there shall be rio regularly scheduled elections. In the third year ofthe three year cycle, there shall be an election for three Directors’ positions. Co mented DK 173: Comb sc crftM. 16(c))i.iv

(b) No person shall be elected or appointed a Director of the Corporation unlessat the time of his/her election or appointment he/she is an active memberand has served or is serving as a member of the Board of Directors of theCorporation or as a Branch President or a Branch Secretary, or has been amember of a Branch Executive for at least two years. Additionally, only acivilian member may be elected or appointed as the Civilian Director. i

._._.

(c) Candidates wishing to run for the office of Director shall declare theirintention to accept nominations in writing to Head Office of the Associationbetween May 1St and 4:00p.m. on June 15th of the election year. In the firstyear of the three year cycle, civilian members may declare their intention toaccept nominations for the designated Civilian Director position, or for thetwo other Directors’ positions, but not for both. Commented

(d) Nominations for the office of Director shall be received on the first day ofthe Annual General Meeting as the first order of business following the noonrecess. Following nominations, the Chairperson shall cause to be preparedone ballot containing the names of those nominated for the position ofCivilian Director and one ballot containing the names of those nominatedfor the other Directors’ positions. Commented[0kL203:CorreIlLlyLhcothcrpwcofAn.l6(cxv)

(e) Voting for the election of Directors shall be conducted at a polling station tobe located outside the meeting area during the noon recess or any other

13

time on the third day of business of the Annual Meeting as directed by theChairperson. Each voting delegate will receive a ballot as prepared by theChairperson. The number of votes per voting delegate is equal to thenumber of vacant positions. Voting delegates must use all of their allottedvotes. A ballot returned without the correct number of votes will beconsidered to be a spoiled ballot. The Chairperson shall cause the votes tobe counted in a fair and impartial manner. The Chairperson shall announcethe results and the successful candidates will assume their duties followingthe conclusion of the AGM.

(f) If there is only one candidate for a particular position, the Chairperson shalldeclare that person as the winner, effective at the conclusion of the AGM,and shall not hold an election for that position.

(g) In the case of a tied vote between two or more candidates for any positionon the Board of Directors, the Chairperson shall draw one name of the tiedcandidates from a hat to determine the winner.

(h) A member elected to the position of Director shall serve a three year term.

14

BY-LAW NO. 5- OFFICERS

CHIEF ADMINISTRATIVE OFFICER ICommentwa [0K121j: The rncjrrdtyvrchc existing Art. 7 hasbeen nsovcvl La Policies anti Prncericrert.

(a) The Chief Administrative Officer, who for purposes of the Corporations Actshall also be the Secretary of the Corporation, shall be appointed by theBoard of Directors, and shall enter into a contract of employment with theCorporation upon such terms and conditions, and for such period of time asmay be mutually agreed upon. Any person so appointed shall meet thequalifications as set from time to time by the Board of Directors.

(b) The Chief Administrative Officer shall perform all duties incidental to hisTheroffice, and work in accordance with the directives issued by the Board ofDirectors.

(c) Should the Chief Administrative Officer be temporarily unable to dischargehis/her duties, the Chief Administrative Officer or Board of Directors maydelegate those duties to another person.

2. EXECUTIVE OFFICERS Comment tDKL2Z’ Currently An. 9. Slight wordingchanges, but no iriteritia change application nithix article.

The Board of Directors may appoint a sufficient number of Executive Officers tocarry out the business of the Corporation. Executive Officers shall enter into writtencontracts of employment with the Corporation upon such terms and conditions andfor such periods of time as may be mutually agreed upon. The Executive Officersshall report to the Chief Administrative Officer of the Association and shall performsuch duties as instructed by the Board of Directors, through the Chief AdministrativeOfficer.

3. LEGAL OFFICERS Tcommente tDKL23: Currently An. 9. As above: no change toinlenL. bUL minor wattling changes.

The Board of Directors may appoint a sufficient number of Legal Officers to carryout the business of the Corporation. Legal Officers shall enter into written contractsof employment with the Corporation upon such terms and conditions and for suchperiods of time as may be mutually agreed upon. The Legal Officers shall report tothe Chief Administrative Officer of the Association and shall perform such duties asinstructed by the Board of Directors, through the Chief Administrative Officer.

BY-LAW NO.6- BRANCHES

15

1. BRANCH STRUCTURE

(a) The members of the Corporation shall be divided into Branches, as set outin subsection (c) below, and each Branch shall be composed of thosemembers of the Corporation who work in the geographical area of thatCorporation Branch. Members of General and Regional HeadquartersDeployed Units, who are stationed in various locations in Ontario, shallbelong to the Branch covering their assigned location. The Orillia ProvincialCommunication Centre, Orillia In-Service Training Unit, and the OrilliaForehsic Identification Services Unit although located within GeneralHeadquarters shall be deemed to be located within No. 7 Branch. If specialcircumstances exist the Board of Directors may at its discretion change amember’s Branch assignment.

(b) A Life Member shall be a member of the Branch in which his or herresidence is located.

(c) The Corporation shall consist of the following Branches, the geographicalboundaries of which shall be determined by the Board of Directors andpublished in the Corporation’s Policies and Procedures:

No.1 No. 2 No. 3 No. 4 No.5No.6 No.7 No. 8 No.9 No.10-NNo. 10-S No. 11 No. 12-N No. 12-S No. 13No. 14 No. 15 No. 16 No. 17 No. 18

(d) Each Branch shall establish and maintain By-Laws consisent with theCorporation’s By-Laws and the direction provided by the Board of Directorsin the Corporation’s Policies and Procedures. Branches shall only conductbusiness in accordance with iheir approved By-Laws.(SBM 2012)

(e) Each Branch shall elect a President and a Secretary. Each Branch mayelect members to other executive positions as required (e.g. Treasurer), andthose members together with the President and Secretary will form theBranch Executive. There shall be at least one Civilian member and oneUniform member on each Branch Executive. Members of the BranchExecutive shall hold office until their successors are elected or appointed inaccordance with the By-Laws of the Branch. Members of the BranchExecutive must be members of the Branch who are neither fixed termcivilian employees nor part time police employees. (SOM 2012)

Commented [DXI.41: Cura1mJyAn. I2(Xa

Commented tDKL2.S3 Currently Art. I XhXiiiI

Commented tDKL26]; Currendy rem. [Z(iii)

Commented CDKI.173: Currently Art. 12(iXb).

16

(f) Each Branch may hold meetings. Active members of the Branch are entitledto vote at the meeting in accordance with the Branch By-Laws. Life andHonorary Members may attend but not vote.

(g) In the event that it is determined by the Board of Directors, that a Branch isbeing operated:

(i) in a manner that is contrary to the Constitution and By-Laws, thePolicies and Procedures, the mission or objectives of theAssociation, the Branch By-Laws, or

(ii) in a manner that is causing disaffection amongst the membershipand concern for the Association,

the Board of Directors may deem the Branch ineffective and may temporarilysuspend one or more of the Branch Executive as it sees necessary, andassume the responsibilities and operations of the Branch until such time thatthe Board of Directors, determines that the Branch can resume.

(h) Should a Branch cease to function, all properties and excess fundsbelonging to it shall be forwarded to the Chief Administrative Officer of theCorporation and shall be held in trust until such time as the Branch is reformed.

2. BRANCH PRESIDENT AND BRANCH SECRETARY HONORARIA

(a) All Branch Presidents and Secretaries shall receive an annual honorariumat a rate of 8% of an OPP First Class Constable’s salary.

Should a Branch President or Secretary be unable to perform his or herduties or fulfil the obligations of his or her position for an extended period oftime (in excess of 30 days), the Board wilt determine the honorariumdistribution after consultation with the Branch Executive involved.(AGM 2012)

(c) Should a member of a Branch Executive who is receiving an honorariumpursuant to this paragraph fail to meet his or her obligations as outlined in thePolicies and Procedures, the Board of Directors, at its sole discretion, mayreduce the honorarium accordingly.

Commented LDXL29]: Currcnt!y Art. 13(b

Commented [DKL3O): CLrrcndy/ut. )(ii)

(b)

Commented (DKL3I]: Ctrnnily A,-t. I I(iii) —

4 Commented [DKU2I: Cernrndy An. I I(iv), with grammatical

Commented (DKt.333: P.cwonling oreunent An. 11(v) — nochange in intent olexiuting articiC.

17

BY-LAW NO.7 — GENERAL MEETINGS

1. REGULAR GENERAL MEETINGS

(a) There shall be two (2) Regular General Meetings a year of the Corporationat which the business of the Corporation shall be discussed. All activemembers in good standing may attend and participate in the meetings. Onemeeting shall be held in the month of May and will be known as the SpringBoard Meeting (SBM). The other meeting shall be held in the month ofOctober and will be known as the Annual General Meeting (AGM). Thedate and place of each meeting shall be determined by the Board ofDirectors. Notification of meetings shall be given to all members not earlierthan fifty (50) days and not later than ten (10) days prior to such meetings.(SOM 20121

(b) Only members of the Board of Directors and active members in goodstanding who are voting delegates as determined below, shall be eligible tovote at a Regular General Meeting.

The number of voting delegates at a Regular General Meeting shall bedetermined as follows:

(i) Uniform voting delegates: each Branch shall be entitled toone delegate for the first 1 to 100 uniform members, a seconddelegate for 101 to 300 uniform members, and a third delegatefor 301 or more uniform members; and,

(ii) Civilian voting delegates: Branches 1, 5, 6, 8, 9, 1 OS, 11, 12S,16 and 17 shall be entitled to one delegate each. Branches 5,lOS and 12S shall share a second delegate on a rotationalbasis. Branches 2 and 7 shall be entitled to receive twodelegates each. Branch 18 shall be entitled to three delegates.Branches 3 and 4 shall share one delegate on an alternatingannual rotational basis. Branches 13, 14 and 15 shall share onedelegate on a rotational basis. In the event that a branch isunable to fill its delegate allotment, the Board may allot that seatat its discretion. (AGM 2012)

(c) Fifty (50) days prior to a Regular General Meeting, the Board of Directorsshall notify the Branch Secretaries of the number of delegates to which eachBranch is entitled. The Branches shall s&ect their delegates in accordancewith their Branch By-Laws. The Secretaries shall notify the Head Office ofthe names of the Branch Delegates and any alternates no later than forty(40) days prior to the meeting. The Chief Administrative Officer shall

Commented LOKU4I: UpdaLo bi,goa from camon An.4(c). Nocicc period rrducr,i from 2 months to 10 clays as

by lcisltumn.

Commented DKL35) CarteatlyAn. 12(v)

Commented [P1(1.37]: tw lasgoage.

Commented [0(03.8): Carrendy at art. 2(m)

18

prepare a list of voting delegates and alternate voting delegates for eachRegular General Meeting.: Th? Branch Secretaries shall notify Head officeforthwith of any changes to the names. Should a voting delegate be unableto attend a General Meeting, or any portion thereof, an alternate votingdelegate from the same Branch may take the place of the vpting delegateand shall have all the rights of a voting delegate. (SBM 2012)

fcommented[DxL39]:curicndyatM.14h.

Commented [DKL4O]: Currendy at An. (2(m)

(d) The following business (and elections if required at an AGM) shall betransacted at a Regular General Meeting:

(i) Calling the meeting to order.(ii) Appointment of Sergeant at Arms.(iii) Approval of the Minutes of the last General Meeting.(iv) Chief Administrative Officer’s Report.(v) Chief Administrative Officer’s Financial Report.(vi) Reports of Committees.(vii) Nominations for the Board of Directors.(viii) Unfinished Business.(ix) New Business.(x) Ejection of Directors.(xi) Installation of Directors.(xii) Such other business, resolutions, matters and things as may

properly be brought before the meeting.(xiii) Adjournment. V

2. SPECIAL GENERAL MEETINGS

Commented [01(1.41]: Conl&Ia(i,,n orcuis,mn An. 14(d) & (a)

(a) In the case of unforeseen circumstances or emergencies, a SpecialGeneral Meeting may be called by the President or Vice President or amajority of the Board of Directors, or any ten Branch Presidents. Individualnotice of a Special General Meeting shall be given to all members at least10 days prior to such a meeting.

(b) Persons eligible to vote at a Special General Meeting shall include thosewho were eligible to vote at the most recent preceding Regular GeneralMeeting.

(c) A Special General Meeting may be in person, by way of teleconference, orby way of videoconference.

Commented [01(1.42): Amulgmation tI An (4(1. (f).&,je)eLic,n of An. 14(i). wILh addidnu of r,ntic U, all memhers required V

under the Cmpurarions Act.

Commented [01(1.43): Ncw luafaau.

Commented [01(1.44]: New auougc.

______

3. POWERS

19

A Regular General Meeting or a Special General Meeting constituted under thisBy-Law shall be deemed to have and shall have for all purposes, all the powersof a meeting of the members of the Corporation. ComrnentedDKL45):Cun,mayAr 14(g)

4. QUORUM

There must be at least a majority of the eligible voting delegates as well as a majorityof the Board of Directors present to constitute a quorum at a Regular or SpecialGeneral Meeting. (SOM 2012)

5. RULES OF ORDER Commented ID)O.46):Curn,,IIyArt.27

(a) The President shall preserve order and decorum, and decide questions oforder or practice, stating the rule applicable. His/her decision shall be subjectto an appeal to the Corporation in General Meeting.

(b) The President shall not vote on any motion unless on an equal division,except in the election of Directors.

(c) Every member shall, when speaking, address the President.

(d) When two or more members wish to speak at the same time; the Presidentshall decide who is to speak first.

(e) When the President is putting a question, no member shall speak or moveabout the meeting room.

(f) No member, while speaking, shall be interrupted except upon a point of order.

(g) When a member is called to order, he/she shalt resume his/her seat until thequestion of order is decided; he/she may, however, be permitted to elain,but in no case to introduce a new matter.

(h) When the ruling of the President is appealed against, helshe shall withoutdebate put the question in the following words: “Shall the ruling of thePresident be sustained?”Helshe shall have the right to state his/her reasonsfor the decision given.

(i) No member shall use improper language, nor speak beside the question indebate.

(j) No member shall speak more than once on the same question, nor longerthan ten minutes, without the permission of the President, except the mover,

• who shall have the right to reply, after which the debate shall close.20

(k) A motion tb adjourn shall always be in order, except when it was the nextpreceding motion.

(I) A member may require the motion under discussion to be read for hislherinformation at any time during the debate, except when another member isspeaking.

(m) A motion may be withdrawn at any time before decision by permission of themeeting.

(n) When a question is being debated, no motion shall be received except toamend, to postpone, to lay on the table, the previous question, or to adjourn.

(0) On the call of five members, the ‘previous question shall be put and, untildecided, shall preclude afl amendments or debate, and shall be submitted inthe following words: Sha(l the vote on the main question now be taken?’

(p) All motions, before being debated, shall be read by the Recorder.

(q) No motion to amend an amendment to an amendment shall be received.

(r) The Yeas and Nays shall be taken only upon the request of seven members.

(s) Any member refusing to take their seat when ordered by the President maybe suspended by the President for the session.

(t) Where a resolution or motion has been received from the floor at any GeneralMeeting and where, in the opinion of the Board of Directors, after theirappropriate study, such motion or resolution, if implemented, would beharmful to the interest of the Corporation or impossible to implement, themotion shall be tabled and the Board of Directors shall return such motion orresolution together with their recommendations to the next such meeting.

(u) In all unprovided cases the President shall decide, but hisi1er decision shallbe subject to an appeal to the meeting and generally the rules, forms andcustoms of the Parliament of Canada shall be followed.

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BY-LAW NO.8 - COLLECTiVE AGREEMENT NEGOTIATION, RATIFICATIONAND REFERENDUM VOTES

ONTARIO PROVINCIAL POUCE ASSOCIATIONNEGOTiATING COMMITTEE

(a) The President shall appoint members of the Ontario Provincial PoliceAssociation Negotiating Committee from the Board of Directors and Officersof the Corporation. The Committee shall prepare, or cause to be prepared,all briefs for presentation to the Government of Ontario, or otherwise, for allcontracts or agreements, and specifically the Collective Agreement, on behalfof the Corporation.

(b) The Board of Directors shall have authority to conclude all agreementsnegotiated by the Committee on behalf of the Corporation except for aCollective Agreement for which it must first receive confirmation by way of aratification vote by that portion of the membership to whom the CollectiveAgreement applies.

2. RATIFICATION VOTES

In order to ratify a Collective Agreement or any other agreement that requiresratification by the active members of the Association, a ratification vote shall be held.The ratification vote shall be conducted by way of an electronic vote in a mannerdetermined by the Chief Administrative Officer, Electronic voting shall occur over a7 day period. The Chief Administrative Officer shall communicate the results to theBoard of Directors and the membership of the Corporation forthwith.(SBM 2012)

3. REFERENDUM VOTES

Questions that are considered to merit a referendum vote by the Board of Directorsor bya General Meeting shall be dealt with in the same manner as a ratification vote.

Commented [0KL47): Currently An. [7(a).SUght ltngusc• urncndn,ent tu tvflct neynciatior with C ruemmenc. em• t Lclaturrt olOntaño.

Commented [DKL48]: CrtrrenUy Art. 179(1. Langaa,e wnen&to reflect center pmcticc, i.e afkcted tortk otnnctribrrcthip retilicaits recscctive collrcUvr, arrXment. earl other otintori arglmcrrtsdt> not rerjuire rdtilicat)on.

Commented EDICL.491: Ar, rhhreviatc,j vcrtrion of the currentArt. (9(b).

22

BY-LAW NO.9 — F1NANCIAL

GENERAL Coinment.ed tOKLSO]: Ncw ngu, undgainatin evrai,cction.c f At 7 ani An. 2fl(a.

The Chief Administrative Officer shall be responsible for the collection, depositing,expenditure and accounting of all monies belonging to the Coiporation. The ChiefAdministrative Officer shall report regularly to the Board of Directors regardingfinancial issues and shall present Financial Feports at Regular General Meetings.

2. DUES

(a) The Voting Delegates may each year, at the Annual General Meeting, or at aSpecial General Meeting called for that purpose, set the dues to be paid byeach member, and such dues shall be altered prior to the next Annual

- .

General Meeting only by a Special General Meeting called for that purpose. Comme-

(b) The dues for uniform members, as established by the Annual GeneralMeeting in 1997, are set at 1.25% of a First Class Constable’s salary, plus$9.00 per pay to fund the Legal Assistance Plan. (SOM 2012)

(c) The dues for civilian members, as established by the Spring oard Meetingin 2001, are set at 1.375% of their base salary, plus $2.00 per pay to fund theLegal Assistance Plan. (SBM 2012)

3. EXPENDITURES Commented EDKL5Z): Cunniy At 20(a). Languaieaimplified.

(a) The Board of Directors is authorized to approve and make payment of allaccounts and bills of the Corporation.

(b) Any two of the President, Vice-President, Directors, Chief AdministrativeOfficer, or Officers of the Corporation may sign cheques for legitimateexpenditures of the Corporation.

(c) The Board of Directors, Chief Administrative Officer, Legal Officers,Executive Officers, Committee Members and persons elected or appointedby the General Meeting, are to be reimbursed by the Corporation forexpenses incurred in attending to all business of the Corporation. in additionto the payment of accommodation and meals and such incidental expensesas may be necessary, allowance will be made for transportation on a mileagebasis. This subsection shall not be construed to authorize the payment ofexpenses to members or delegates attending General Meetings of the

23

Corporation, otherwise than in accordance with subsections (d) and (f)hereof.

(d) All accredited delegates to the General Meetings from each CorporationBranch are to be reimbursed by the Corporation for expenses incurred inattending any General Meeting. In addition to the payment of accommodationand meals, and such incidental expenses as may be necess&y, allowancewill be made for transportation on a mileage basis. The payment for suchmileage expense shall not exceed the rate set out in the Policies andProcedures of the Corporation.

(e) Those accredited delegates entitled to compensating time under theCollective Agreement who do not receive adequate compensating time off toattend a General Meeting shall be entitled to a per diem allowance based onthe base daily pay of the delegate for those days not compensated for andtaken off at the member’s own expense.

(f) The Board of Directors may authorize an accountable advance to anymember of the Board of Directors, Committee Members or Delegates for anyexpenses that may be incurred while carrying out duties on behalf of theCorporation.

4. CONTRACTS

Contracts and engagements on behalf of the Corporation shall be signed by thePresident or Vice-President and the Chief Administrative Officer, or their delegates,and the Chief Administrative Officer shall affix the seal of the Corporation to suchinstruments requiring same.

5. EMPLOYMENT CONTRACTS

Commented tDkLS3): Cunoncly Art. 24(i). A,kk, ability orI’oi&ntIVP and CÁO to cblcgntc tigning authoity.

Employment contracts for the Chief Administrative Officer, Executive Officers andLegal Officers shall be negotiated by a committee designated by the President. Anemployee shall not be a member of the committee negotiating his/her own contracton behalf of the corporation.

Commented tDkL54]; Clarification orcaisting An. 24(b)rohibiIion or, CÁO negotiating commoLs.

6, INVESTMENTS

Monies accumulated by the Corporation may be invested from time to time, with thesubsequent approval by a General Meeting, and shall adhere to investmentpolicies, standards and procedures that a reasonable and prudent person would

24

apply in respect of a portfolio of investments to avoid undue risk of loss and obtain .. —

a reasonable return. - Commented [010.55]: Updating of An. 22. removing refemneea tin, lwnn,rnc,. Act oral reptodog it with the cnphuratinn frnrnritherein.

7. FISCAL YEAR OF THE CORPORATION Commented [0KL56]: Curnandy An. 25

The fiscal year for the Corporation shall begin on September 1 and terminate onthe 31St day of August in each year.

8. INSPECTION OF BOOKS AND RECORDS OF THE CORPORATION BY - .

MEMBERS Commented [DKL57): CurrentiyM.21

The General Meeting shall, from time to time, determine whether and to what extent,and at what times and places, and under what conditions or reulations, theaccounts and books of the Association, or any of them, shall be open to theinspection of members. No member shall have any right of inspecting any accountor book of the Corporation except as authorized by the General Meeting.

9. AUDITORS V 1CommentedDKL581:crmiUAao23

At the end of each fiscal year, and at such other times as the General Meeting maydetermine, the books and accounts of the Corporation shall be audited by a firm ofchartered accountants or certified public accountants appointed for that purpose bythe Board of Directors.

25 -

BY-LAW NO.10 — CONFIRMATION AND APPROVAL

CONFIRMATION AND APPROVAL

By way of motion, two thirds of the voting delegates at the Annual General Meetingon the 20th day of October, 2011, confirmed and approved these By-Laws, repealedall previous By-Laws, and confirmed and approved all actions taken and decisions

.—-..

made under any previous By-Laws.

26