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Mi’kmaw Family and Children’s Services of

Nova Scotia

CONSTITUTION AND BY-LAWS

MI’KMAW FAMILY AND CHILDREN’S SERVICES OF

NOVA SCOTIA

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OBJECTIVES OF THE SOCIETY

The objects for which the Society is incorporated are in accordance with the functions of an agency pursuant to Section 9 of the Children and Family Services Act, which are as follows:

To assure the best interests of children, in accordance with the functions of an agency, which include:

a) To protect children from harm;

b) To work with other community and social services to prevent, alleviate and remedy the personal and economic conditions that place children and families at risk:

c) To provide guidance, counselling and other services to families for the prevention of circumstances that might require intervention:

d) To investigate allegations or evidence that children may be in need of protective services;

e) To develop and provide services to families to promote the integrity of families, before and after intervention pursuant to the Children and Family Services Act;

f) To supervise children assigned to its supervision pursuant to the Children and Family Services Act;

g) To provide care for children in its care or care and custody pursuant to the Children and Family Services Act;

h) To provide adoption services and place children for adoption pursuant to the Children and Family Services

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Act;

i) To provide services that respect and preserve the cultural, racial and linguistic heritage of children and their families:

j) To take reasonable measure to make known in the community the services the agency provides: and

k) To perform any other duties given to the Agency by the Children and Family Services Act or the regulations to the Act. 1990, c 5, s. 9 of the Children and Family Services Act.

l) To cooperate with the Minister of Community Services and her designates and operate in accordance with the Children and Family Services Act, its regulations and the standards, policies and procedures established under it.

ARTICLE 1

INTERPRETATION

1.01In this Constitution and By-Laws: a) “Act” means the Children and Family Services Act, 1990,

Chapter 5 as amended;

b) “Board” means the Board of Directors of Mi’kmaw Family and Children’s Services;

c) “By-Laws” means the By-Laws of the Society as amended or replaced from time to time;

d) “the Directors” or “the Board” means the Directors of the Society for the time being;

e) “Executive Committee” shall be comprised of the officers

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of the Board, which includes the President, First Vice –President, Second Vice President, Third Vice President, Secretary and Treasurer;

f) “Executive Director” means the senior administrator who shall also be called the Executive Director of the Society;

g) “Members” or “a Member” shall have the meaning as provided at Article 3.01 hereof.

h) “Minister” shall have the meaning as provided in the Act;

i) “month” means calendar month;

j) “office” means the registered office for the time being of the Society;

k) “President” means, according to the particular context, (a) The President; or (b) The First Vice-President, if the President is absent or incapacitated; or (c) The Director appointed to act as President, in the event of the absence or incapacity of both of the above;

l) “Society” means Mi’kmaw Family and Children’s Services;

m) “Special General Meeting” means a meeting of the Members called for a specific purpose; and does not include the Annual General Meeting;

n) “Special Resolution” means a resolution passed by not less than two-thirds (2/3) of such Members entitled to vote, as are present in person or by alternate, at a special general meeting of which notice specifying the intention to propose the resolution as a special resolution has been duly given;

o) “Standing Committee” shall mean those committees as identified at Article 9.01;

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1.02 For purpose of interpretation of the Constitution and By-laws:

a) words importing the singular number only include the plural number and vice versa;

b) words importing the masculine gender only, include the feminine gender and vice versa; and

c) “in writing” or “written” includes printing, lithography and other modes of representing or reproducing words in visible form.

ARTICLE 2

TERRITORIAL JURISDICTION

2.01 Subject to section 8(3) of the Act, the Society shall have territorial jurisdiction on all Indian Reserves in Nova Scotia.

ARTICLE 3

MEMBERSHIP RIGHTS AND RESPONSIBILITIES

3.01 The following shall be members of the Society, subject to Article 3.07:

a) SECTION A: Subject to the provisions of Section B,

hereinafter, "any "Indian" who is a "Resident on a Reserve" as defined in the Canada-Nova Scotia-Indian Child & Family Services Agreement of legal majority who is a resident within Nova Scotia and who does not have a conflict of interest with the Society may become a member of the Society.

b) SECTION B: Active membership shall include, subject

to Section A above, all interested friends of the Society who attend the Annual General Meeting of the Society and enter

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their name, address and signature in the Register of membership. All such members shall be deemed to be a member on the date their name is entered in the register of membership. The register of membership shall constitute proof of registration and shall entitle the member to all rights and privileges and cause him or her to be subject to all obligations which membership in the Society confers and implies.

3.01 Term of membership shall be for one year and must be renewed at the Annual General Meeting each year following the process outlined in (B) above. Members who have been elected to serve on the Board of Directors shall have their membership renewed automatically, and such membership shall continue until their term as Director has expired.

3.02 Obligations of membership shall include:

a) representing the Society in good faith in the community;

b) participating in Agency activities when required; and

c) attending at general or special meetings of the Society.

3.03 Rights of membership shall include, but not be limited to the right to vote on all matters requiring a vote at any annual, general or special meeting of the membership.

3.04 Employee membership shall be limited to the Executive Director who shall not have voting rights. However, at the request of the Executive Committee or Board, an employee shall attend Executive Committee meetings or Board meetings for the sole purpose of making written or oral presentations provided that no such employee shall have any voting rights at such meetings.

3.05 Associate membership shall include interested friends of the Society who are not included in Section A as provided at

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Article 3.01(a). Such associate members shall not have voting privileges and shall not be eligible to hold office.

3.06 Membership shall not be transferable.

3.07 Membership shall cease and any rights of a membership of a Member shall terminate:

a) upon the death of a Member; or

b) by written notice to the Society that a Member resigns; or

c) if a Member ceases to qualify for membership in accordance with this Constitution and By-laws; or

d) if, by a vote of the majority of Members of the Society or a majority vote of the Directors of the Society at a meeting duly called and for which notice of the proposed action has been given, the Member’s membership in the Society has been terminated.

ARTICLE 4

MEMBER MEETINGS

4.01 An Annual General Meeting shall be held once in every calendar year at such time and place as may be determined by the President and not later than fifteen months after the preceding Annual General Meeting.

4.02 At least 14 days’ written notice of the Annual General Meeting shall be given to the Band Councils, specifying the time and place of the meeting. A notice may be served by the Society upon Members personally or by sending it through the post in a prepaid envelope, addressed to such Members at their registered place of address, or by confirmed facsimile transmission, or by email. Additionally, notices shall be posted in the offices of the Society and offices of the Mi’kmaw Bands of Nova Scotia. Members who

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have no registered place of address or have not provided the Society with a confirmed facsimile or confirmed email address shall not be entitled to receive Notice.

4.03 The business of an Annual General Meeting shall be to receive and consider minutes of the preceding general meeting, to review the financial statements of the Society and the reports of the Directors and of the auditors, to confirm the Directors for the following year and to transact any other business which under these By-Laws ought to be transacted at an ordinary general meeting.

4.04 At least 50% of the Members plus one shall constitute a quorum at a general or special meeting of the Society. No business shall be transacted at any general or special meeting unless the requisite quorum is present at the commencement of the business. If within one-half hour from the time appointed for the meeting, a quorum of Members is not present, the meeting, if convened upon the requisition of the Members, shall be dissolved. In any other case, it shall stand adjourned to such time and place as a majority of the Members then present shall direct and if at such adjourned meeting a quorum of Members is not present, it shall be adjourned sine die. 4.05 Every Member shall have one vote. There shall be no voting by proxy at any general or special meeting of the Members. 4.06 Voting shall be completed as follows:

a) At any meeting a resolution put to the meeting shall be decided by a show of hands, unless a poll is (before or on the declaration of the result of a show of hands) demanded by the President of the meeting or by a Member; and unless a poll is so demanded, a declaration by the President that a resolution has been carried, or carried by a particular majority, or lost, or not carried by a particular majority, and an entry to that effect in the book of proceedings of the Society shall be conclusive

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evidence of the fact without proof of the number or proportion of the votes recorded in favour or against such resolution.

b) When a poll is demanded, it shall be taken in such manner and at such time and place as the President of the meeting directs, and either at once or after an interval. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. The demand of a poll may be withdrawn. When any dispute occurs over the admission or rejection of a vote, it shall be resolved by the President of the meeting and such determination made in good faith shall be final and conclusive.

c) The demand of a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which a poll has been demanded.

d) When there is an equality of votes, either on a show of hands or on a poll, the President of the meeting shall have a casting vote in addition to the vote that he has as a Member.

ARTICLE 5

BOARD OF DIRECTORS

5.01 The management of the business of the Society shall be vested in the Directors who, in addition to exercising the powers and authorities expressly conferred upon them by these By-Laws or otherwise, as well as the powers set out in Section 9 of the Act, may exercise all such powers and do all such acts and things as may be exercised by the Society and which are not hereby or by statute expressly directed or required to be exercised or done by the Society in general meeting or special meeting and to any regulations from time to time made by the Society in general meeting or special meeting; provided that no regulations so made shall invalidate any prior act of the Directors that would have been valid if such regulation had not been made. 5.02 The Board shall consist of the following:

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a) the Chiefs of those Mi’kmaw Bands of Nova Scotia which

have authorized the delivery of services on First Nations communities in the manner prescribed by the Canada-Nova Scotia-Indian Child & Family Services Agreement, or any successor or subsidiary agreements;

b) one member as appointed by the Nova Scotia Native Women’s Association, which such member shall also be a duly appointed member of the board of directors of the Nova Scotia Native Women’s Association;

c) the Executive Director shall be a non-voting member of the board of Directors;

d) the Grand Chief of the Mi’kmaq Nation shall sit as an ex-officio member of the Board of Directors without voting rights; and

e) the Board may, by resolution, nominate any person aged eighteen (18) or over who has given distinguished service to the Society, or who the Board otherwise deems appropriate, as an honorary member of the Board. Upon accepting the Board’s nomination, the nominee becomes an honorary member of the Board indefinitely subject to Article 5.05 hereof. An honorary member has no voting rights and shall not be entitled to attend any meetings of the Board except by invitation of the Board.

Notwithstanding the foregoing:

a) no employee of the Society shall be appointed to the Board. If an employee decides to run for Chief, he/she will request a leave of absence from their position with the agency; and

b) no person shall be qualified to be a member of the Board

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of Directors and no person shall be appointed a member of the Board of Directors if such person’s name has been placed in the child abuse register in accordance with the Act. In the event any Chief is disqualified in accordance with this section, an alternate member may be appointed by a Band Council Resolution of the Band which the Chief represented. In the event any representative from the Native Women’s Association is disqualified in accordance with this section, the alternate may be appointed by motion of the Native Women’s Association. Alternate members appointed in this manner shall have all of the powers and duties of a member of the Board of Directors. In the case of an alternate member representing a Band, the alternate shall hold office until replaced by the Band Council through a Band Council Resolution or upon the election of a new Chief, whichever occurs first. In the case of a Native Women’s Association representative, the alternate member shall hold the position until that representative is permanently replaced by motion of the Native Women’s Association.

5.03 A member of the Board of Directors who is a Chief, shall serve as a member of the Board of Directors for the period of his or her term as Chief of a Band authorizing the delivery of services by the Mi’kmaw Family and Children’s Services on its First Nations communities. Upon the expiration of the members’ term as Chief, resignation from the position of Chief, death or such other event as renders the member no longer a Chief in accordance with the terms of the Indian Act, R.S.C., c.I-6, as amended, the position of the Board member with respect to that Band shall become vacant pending the election of a new Chief. The member of the Board of Directors who is appointed by the Nova Scotia Native Women’s Association shall serve as a member of the Board of Directors for such period as may be authorized by the Nova Scotia Native Women’s Association.

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5.04 A member of the Board of Directors may choose to send a "proxy" in his or her place. A "proxy" attending on behalf of a member of the Board of Directors who is a Chief shall be a member of the Band the Chief represents. A "proxy" attending on behalf of the representative of the Nova Scotia Native Women’s Association shall be a member of the Nova Scotia Native Women’s Association. A person appointed as a "proxy" shall be one who would be entitled to membership in the Society in accordance with Article 3 hereof. For purposes of the meeting of the Board of Directors for which the "proxy" has been duly appointed, the "proxy" shall be considered to be and to operate in all respects as a member of the Board of Directors. 5.05 Any Director who violates any provision of these By-Laws or does anything which is injurious to the Society or its reputation or who refuses or neglects to comply with any rule, regulation, resolution or direction of the Board, may be removed from office by a resolution of the Board passed by two-thirds (2/3) of the Members of the Board. 5.06 The Members may, by Special Resolution, remove any Director. 5.07 Where any vacancy occurs in the office of a Board Member for any reason including removal as provided at Article 5.05 or 5.06, then:

a) in the case of a Chief, an alternate member may be appointed by a Band Council Resolution of the Band which the Chief represented; and

b) in the case of a representative from the Native Women’s Association, an alternate member may be appointed by motion of the Native Women’s Association.

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For greater certainty, alternate members appointed in this manner shall have all of the powers and duties of a member of the Board of Directors.

ARTICLE 6

CONFLICT OF INTEREST

6.01 The Directors shall be governed by a Code of Conduct developed and approved by the Board and reviewed on a regular basis. The Code of Conduct shall have the same force and effect as if a part of these By-Laws. In the event of a conflict between the Code of Conduct and the By-Laws, the By-Laws will take precedence.

6.02 A member of the Board of Directors who is under investigation by an appropriate authority, including a Children and Family Services Agency or police department, with respect to offenses involving children or with respect to circumstances which place a child in need of protective services, that Board member shall be suspended from service on the Board of Directors, pending resolution of the investigation. A Board member who is suspended from service on the Board under this section shall not attend meetings of the Executive, the Board and/or any Committee.

a) If a determination is made by a court that the member is guilty of an offence involving children or to have acted in such a way as to place a child in need of protective services, that Board member shall cease to be a board member as of the date of the determination by the court.

b) If a Board member is to receive services from the Society as a result of the Board member’s misconduct with respect to a child, the Board member shall cease to be a member of the board pending resolution of the matter.

c) In the event of a successful appeal of a court’s decision

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with respect to a former Board member, or if a Board member is no longer receiving services from the Society, the former Board member may be reinstated as a member of the Board of Directors by motion of the Board.

d) Should a Board member’s be suspended or cease being a member of the Board in accordance with the above sections, in the case of a Chief, an alternate member may be appointed by a Band Council Resolution of the Band which the Chief represented. In the case of a representative from the Native Women’s Association, the alternate may be appointed by motion of the Native Women’s Association. Alternate members appointed in this manner shall have all of the powers and duties of a member of the Board of Directors.

e) In the case of an alternate member representing a Band, the alternate shall hold office during the suspension of the Chief’s position or the period during which when the Chief has ceased to be a member of the Board of Directors until replaced by the Band Council through a Band Council Resolution or upon the election of a new Chief, whichever occurs first.

f) In the case of a Native Women’s Association representative, the alternate member shall hold the position during the suspension or the period during which the former ceases being a member of the Board of Directors until that representative is permanently replaced by motion of the Native Women’s Association, whichever occurs first.

g) No member of a Board shall direct, advise or interfere with a Social Worker in the performance of their duties under the Act. Such action will be considered grounds for suspension from the Board of Directors.

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6.03 Where a Director, either on his own behalf or while acting for, by, with or through another, has any direct or indirect conflict of interest in any matter and is present at a meeting of the Board at which the matter is the subject of consideration, he shall:

a) as soon as practicable after the commencement of the meeting disclose his interest and the general nature thereof;

b) withdraw from the meeting whenever discussion of the matter by the Board occurs;

c) refrain from taking any part in the consideration or discussion of the matter and from voting on any question relating to the matter; and

d) refrain from attempting, in any way, whether before, during or after the meeting, to influence the decision of other members of the Board with respect to the matter.

6.04 Where the Director was not present at a meeting at which a matter in which he, either on his own behalf of while acting by, with or through another, has any direct or indirect pecuniary interest was the subject of consideration, he shall disclose his interest at the next meeting he attends and the provisions of subsection 6.02 shall apply to him in respect of the matter.

6.05 A Director shall comply with this Article in respect of any matter in which he intends to obtain a pecuniary interest, either on his own behalf or while acting for, by, with or through another.

ARTICLE 7

BOARD MEETINGS

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7.01 There shall be a minimum of four (4) meetings of the Board of Directors each year. Regular Board meetings shall be held at a time and place as mutually agreed upon by the Board.

7.02 In addition, the President may, whenever he thinks fit and upon proper notice as set out in these By-Laws, convene a special board meeting and shall, on the requisition of at least 50% of the members of the Board, forthwith proceed to convene a special board meeting, to be held at such time and place as may be determined by the President. Any requisition by the members of the Board shall state the objectives of the meeting requested, be signed by the Members of the Board making it and deposited with the Secretary. The requisition may consist of several documents in like form, each signed by one or more of the requisitionists. If the President fails to cause a meeting to be held within seven (7) days from the date that a requisition is so deposited, the requisitionists, or a majority of them, may themselves convene a meeting, provided it is held within thirty days after the deposit of the requisition.

7.03 At least seven (7) clear days’ notice of each Board meeting shall be given, specifying the place, day and hour of the meeting and, in the case of special business, the general nature of such business shall be given by Notice sent by sending it through the post in a prepaid envelope, addressed to such Board member at their registered place of address, or by confirmed facsimile transmission, or by email. Additionally, notices shall be posted in the offices of the Society and offices of the Mi’kmaw Bands of Nova Scotia. A meeting on shorter notice may be convened with the written consent of all the Board Members or, if all Board Members are present at a meeting, notice of the time, place and purpose of the meeting may be waived. Any such notice shall be deemed to have been given at the time when the letter containing the same would be delivered in the ordinary course of post and in proving such service it shall be sufficient to prove that the envelope

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containing the notice was properly addressed and placed in the post office or that the notice was sent by confirmed facsimile or by e-mail. The non-receipt of any notice shall not invalidate the proceedings at any Board Meeting. The accidental omission to give any such notice to any of the Board Members or the failure of any Board Member to receive such notice shall not invalidate any resolution passed at any such meeting. 7.04 All members of the Board of Directors, except for Honorary Members, shall be entitled to attend all meetings of the Board unless they have been expelled, suspended or removed in accordance with these By-Laws. 7.05 One-half of the Directors, plus one shall constitute a quorum and may transact any of the Business of the Society, and no vacancy on the Board impairs the right of the remaining Directors to act. A meeting of the Directors at which a quorum is present shall be competent to exercise all or any of the authority, powers and discretions for the time being vested in or exercisable by the Directors generally. 7.06 Questions arising at any meeting of Directors shall be decided by a majority of votes except where otherwise indicated in the By-Laws and when there is an equality of votes the Chair of the meeting shall have a second or casting vote. Voting shall be completed as follows:

a) At any meeting a resolution put to the meeting shall be decided by a show of hands, unless a poll is (before or on the declaration of the result of a show of hands) demanded by the President of the meeting or by a Board member; and unless a poll is so demanded, a declaration by the President that a resolution has been carried, or carried by a particular majority, or lost, or not carried by a particular majority, and an entry to that effect in the book of proceedings of the Society shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour or against such

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resolution. b) When a poll is demanded, it shall be taken in such manner

and at such time and place as the President of the meeting directs, and either at once or after an interval. The result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. The demand of a poll may be withdrawn. When any dispute occurs over the admission or rejection of a vote, it shall be resolved by the President of the meeting and such determination made in good faith shall be final and conclusive.

c) The demand of a poll shall not prevent the continuance of a meeting for the transaction of any business other than the question on which a poll has been demanded.

d) When there is an equality of votes, either on a show of hands or on a poll, the President of the meeting shall have a casting vote in the event of a tie.

7.07 The President, of a Board meeting may, with the consent of a majority of the Members present, adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting that was adjourned. 7.08 Minutes shall be kept of all meetings of the Board and of Committees of the Board. All such minutes of the Board and of such committees shall be distributed to Board Members following such meetings. In particular, the Secretary or the secretary of a Committee shall cause minutes to be entered in books designated for the purpose:

a) of all appointments of officers;

b) of the names of the Directors present at each meeting of Directors and of any committees of Directors;

c) of all orders made by the Directors and committees of Directors;

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d) of all resolutions and proceedings of meetings of the Directors; and any such minutes of any meeting of the Directors or of any committee of the Directors, signed by the Chair of such meeting or by the Chair of the next succeeding meeting, shall be receivable as prima facie evidence of the matters stated in such minutes.

7.09 The Directors may meet together in person or use electronic mediums such as video or telephone conferencing for the dispatch of business, adjourn and otherwise regulate their meetings and proceedings as they think fit. Any one or more directors may participate in a meeting of the Board or committee of the Board by means of a conference telephone or similar telecommunications device, to hear each other. Participation by telephone shall be equivalent to presence at the meeting for purposes of determining if a quorum is present.

ARTICLE 8

OFFICERS OF THE BOARD

8.01 The officers of the Society shall be elected by the directors

for a one (1) year term at a Board meeting prior to the Annual General Meeting and shall be as follows:

a) one of the Chiefs to be President;

b) one of the Chiefs to be First Vice-President;

c) one of the Chiefs to be Second Vice-President;

d) one of the Chiefs to be Third Vice-President;

e) one of the Chiefs to be Secretary; and

f) one of the Chiefs to be Treasurer.

8.02 The President, during office, shall:

a) Preside at all meetings of the Board and when so presiding

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vote only in the event of a tie vote;

b) Report to each meeting of the Board concerning the operation of the Society;

c) Sit as an ex-officio member of any committee of the Board; and

d) Have the powers and duties which generally pertain to the office of President and perform such other duties as may be determined by the Board.

8.03 The Vice-Presidents shall, during office, assist the President and shall have all the powers and perform all the duties of the President in the absence or disability of the President, together with such other duties as may from time to time be assigned by the Board. 8.04 The Treasurer, during office, shall:

a) Chair the Society’s Finance Committee should such a Committee be established by the Board;

b) Maintain custody and control of all of the Society’s securities and funds;

c) Maintain full and accurate reports of all financial holdings, matters and transactions of the Board;

d) Obtain and present an annual audited report to the Board showing the financial position of the Society and the results of the yearly operation of the Society and an annual financial report to the Board on the operations of the Society and such other financial reports as the Board may from time to time require; and

e) Present an annual capital/operating budget and manpower plan to the Board for the Board’s approval.

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8.05 The Secretary, during office, shall:

a) Subject to Article 9.03, prepare minutes of all meetings;

b) Be responsible for all correspondence to and from the Board;

c) Prepare and distribute notice of all meetings as required by these By-Laws;

d) Maintain custody of all minutes, records and documents of the Society;

e) Keep an attendance record of those in attendance at all meetings; and

f) Such other duties as ordinarily pertain to the office of Secretary and as the Board may dire.

8.06 If a vacancy occurs among the foregoing officers at any time, the Board may appoint one of its members to fill such vacancy for the remainder of the year. 8.07 In the absence or incapacity of the President or First Vice-President, the Board may appoint one of its members to be Acting President.

ARTICLE 9

COMMITTEES

9.01 The Directors may delegate any of their powers to committees consisting of such number of members of their body and non-members as they think fit. Notwithstanding the foregoing, the Society shall have the following Standing Committees:

a) An Executive Committee consisting of the President, Vice-Presidents, Secretary and Treasurer and the Executive Directors (ex-officio). The duties of the Executive Committee

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shall be to:

i. Review the By-Laws of the organization and make recommendations to the Board.

ii. Ensure that every new Board member receives orientation to the organization and the Board with emphasis on the Member’s role and responsibilities;

iii. Monitor and evaluate implementation of the Society’s business and or strategic plan and make any recommendations for revision to the Board;

iv. Review the Committee’s responsibilities annually and make recommendations on any proposed changes to the Board;

v. Report on any other matters assigned by the Board;

vi. Maintain minutes of all Executive Committee meetings;

vii. Provide a quarterly report to the Board on the Executive Committee’s activities.

viii. The Executive Committee is authorized to transact all business of the Society on behalf of the Board between regular Board Meetings.

b) A Finance Committee consisting of the Treasurer and such other members of the Board as determined by the Board.

9.02 Any committee so formed shall in the exercise of the powers so delegated, conform to any regulations that may be imposed on them by the Directors and all meetings and proceedings of any such committee shall be governed by the provisions contained in these By-Laws for regulating the meetings and proceedings of the Directors, insofar as they are applicable, and such provisions shall

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not be superseded by any regulations made by the Directors. All acts done at any meeting of the Directors or of a committee of Directors shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of the Directors, or that they or any of them were disqualified, be as valid as if every person had been duly appointed and was qualified to be a Director.

9.03 Subject to Article 8.04(a) and subject to the President acting as Chair of the Executive Committee, the President shall appoint the Chair of each committee.

9.04 The Chair of each committee shall appoint a secretary from the members of the Committee and such Secretary shall prepare minutes for all such committee meetings.

9.05 A Committee of the Board shall meet as required, but at least one time each year, as determined by the Chair of such Committee or the Board.

9.06 The meetings of the any Committee may at the discretion of the Chair of the Committee be held in person or through the use of electronic mediums such as video or telephone conferencing each year.

9.07 No Resolutions of any Committee may be passed at any meeting where less than 50% of Committee members are present.

9.08 Questions arising at any meeting of a Committee shall be decided by a majority of votes except and when there is an equality of votes the Chair of the meeting shall have a second or casting vote.

ARTICLE 10

EXECUTIVE DIRECTOR

10.01 The Board shall appoint an Executive Director of the Society

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who shall be responsible to the Board, through its President for the planning, organizing and controlling of all aspects of the management and operation of the Society in accordance with the Act and shall be the person responsible for carrying out such policies as may from time to time be established by the Board. The appointment must be approved by the Minister of Community Services in accordance with Section 5 of the Children and Family Services Act Regulations.

10.02 The Executive Director shall have and may exercise such power and authority as is conferred upon him by law, by these By-Laws and by any rules, regulations, directives or policies of the Board. Without limiting the generality of the foregoing and subject to policies established by the Board, By-Laws and the provisions of the Children and Family Services Act, the Executive Director shall:

a) be responsible for the selection, employment, control and discharge of all employees;

b) attend all meetings of the Board;

c) be an ex -officio member on all committees of the Society and all committees of the Board;

d) arrange for training/education of Board Members; and

e) perform such other duties as directed from time to time by the Board through the President.

10.03 There shall be a job description for the position of Executive Director which shall be approved by the Board.

10.04 The Executive Committee shall set the remuneration, term and conditions of employment of the Executive Director.

10.05 A performance review of the Executive Director shall be done each year by the Executive Committee and approved by the Board.

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ARTICLE 11

BANKING

11.01 All monies received by, or on behalf of the Society, shall be deposited or invested in such a manner as permitted of a trustee under the Trustee Act or as designated by the Board.

11.02 Two of the following: the President; the Vice-President; the Secretary; Treasurer; and the Executive Director, or such others as are designated by the Board, are hereby authorized for and in the name of the Society:

(a) To draw, accept, sign, and make all or any bills of exchange, promissory notes, cheques, and orders for payment of money.

(b) To receive all monies and to give acquittance for the same.

(c) Subject to the approval of the Board from time to time, to borrow money from a bank or other lending institution, from time to time, by incurring an overdraft or otherwise.

(d) Subject to the approval of the Board, to assign and transfer to the bank, trust company or other financial institution, all or any stocks, bonds or other securities.

(e) Generally, for and in the name and on behalf of the Society, to transact with a bank, trust company or other financial institution, any business they may think appropriate.

11.03 Any person, as may from time to time be designated by the

Board, may be authorized on behalf of the Society:

(a) To negotiate with, deposit with, endorse, or transfer to a bank or other financial institution, but for the credit of the

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Society only, all or any bills of exchange, promissory notes, cheques or orders for the payment of money, and other negotiable paper;

(b) To receive all said cheques and vouchers;

(c) From time to time arrange, settle, balance and certify all books and accounts between the Society and the Society’s bank; and

(d) To sign the bank’s form of settlement of balance and release.

ARTICLE 12

FISCAL YEAR

12.01 The fiscal year of the Society shall be the period from April 1 to March 31 of the following year.

ARTICLE 13

SEAL

13.01 The seal of the Society shall be in such form as the Directors

may determine shall be kept in the custody of the Society.

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ARTICLE 14

STANDARD OF CONDUCT

14.01 No confidential information concerning the Society or regarding any child or family shall be divulged by a Board Member, or any employee of the Society, except at the direction of the Executive Director and in accordance with the Children’s and Family Services Act, 1991.

ARTICLE 15

BOOKS AND RECORDS

15.01 The Society’s annual financial statements, Register of Members, and Minutes of Meetings shall be kept at the Office of the Executive Director and may be inspected by Members on one weeks’ notice. Any other books and records of the Society may be inspected by any Member at any reasonable time, within two (2) days prior to the Annual General Meeting, at the Office of the Executive Director.

ARTICLE 16

ACCOUNTS

16.01 The Directors shall cause proper books of account to be kept of the sums of money received by the Society, and the matters in respect of which such receipt and expenditure takes place, and of all sales and purchases of goods by the Society, and of the assets, credits and liabilities of the Society.

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ARTICLE 17

AUDITORS AND AUDITS

17.01 At each Annual General Meeting the members shall appoint

an auditor or auditors to hold office until the next Annual General Meeting.

17.02 The Members may, by resolution passed by a majority of the votes cast at a special general meeting duly called for the purpose, remove an auditor before the expiration of the auditor’s term of office and shall, by a majority of the votes cast at that meeting, appoint another auditor in his stead for the remainder of the term.

17.03 Before calling a special meeting for the purpose specified in Article17.02 or an annual general or special meeting where the Directors are not recommending the re-appointment of the incumbent auditor, the Society shall, fifteen (15) days or more before the mailing of the notice of the meeting, give to the auditor:

a) written notice of the intention to call the meeting, specifying therein the date on which the notice of the meeting is proposed to be mailed; and

b) a copy of all material proposed to be sent to members in connection with the meeting.

17.04 Upon the demand of an auditor of the Society, the present or former Directors, officers, employees or agents of the Society shall furnish such:

a) information and explanations; and

b) access to records, documents, books, accounts and vouchers of the Society or any of its subsidiaries, as are, in the opinion of the auditor, necessary to enable the auditor to make the examination and report required under the Act and that the Directors, officers, employees and agents are

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reasonably able to furnish.

17.05 Upon the demand of an auditor of the Society, the Directors shall:

a) obtain from the present or former Directors, officers, employees and agents of any subsidiary of the Society the information and explanations that the present or former Directors, officers, employees and agents are reasonably able to furnish and that are, in the opinion of the auditor, necessary to enable the auditor to make the examination and report required under the Act; and b) furnish the information and explanations so obtained to the auditor.

17.06 The auditors’ report shall be placed before each Annual General Meeting and shall be read there at and be open for inspection by the Members present.

17.07 A Director or officer of the Society shall forthwith notify all Directors and the auditor or former auditor of any error or mis-statement of which the Director or officer becomes aware in a financial statement that the auditor or former auditor has reported upon if the error or mis-statement in all the circumstances appears to be significant.

17.08 Where the auditor or former auditor of the Society is notified or becomes aware of an error or mis-statement in a financial statement upon which the auditor or former auditor has reported, and if in the auditor or former auditor’s opinion, the error or mis-statement is material, he shall inform the Directors accordingly.

ARTICLE 18

INDEMNIFICATION OF MEMBERS OF BOARD

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18.01 Every member or former member of the Board and his heirs, executors, and administrators is indemnified and saved harmless out of the funds of the Society from and against all costs, charges, and expenses whatsoever that he 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 permitted by him, in the execution of his duties of his office, and all other costs, charges and expenses that he sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges, or expenses as are occasioned by his own wilful neglect or default.

18.02 No Director or other officer of the Society shall, in the absence of any dishonesty on his part, be liable for the acts, receipts, neglects or defaults of any other Director or officer, or for joining in any receipt or other act for conformity, or for any loss or expense happening to the Society through the insufficiency or deficiency of title to any property acquired by order of the Directors for or on behalf of the Society, or through the insufficiency or deficiency of any security in or upon which any of the moneys of the Society are invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person with whom any moneys, securities or effects are deposited, or for any loss occasioned by error of judgment or oversight on his part, or for any other loss, damage or misfortune whatsoever which happens in the execution of the duties of his office or in relation thereto.

ARTICLE 19

RULES OF ORDER

19.01 Any question of procedure at or for any meeting of the Members, Board or a committee of the Board which has not been provided for in these By-Laws shall be determined by the Chair of the meeting in accordance with “Robert’s Rules of Order”.

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ARTICLE 20

REPEAL OR AMENDMENT OF BY-LAWS

20.01 The Board of Directors may, by resolution passed by two-thirds (2/3) of the votes cast at a duly called regular or special meeting of the Board of Directors, repeal, amend or add to this Constitution and By-Laws provided that no such amendments shall be effective unless and until approved by the Minister in accordance with Section 8(4)(a) of the Act. Notice of the proposed repeal, amendment(s) or addition(s) shall be provided to Board of Directors at least one (1) week prior to any regular or special meeting at which the proposed repeal, amendment(s) or addition(s) to the Constitution and By-Laws is to be considered.

ARTICLE 21

WINDING UP AND DISSOLUTION

21.01 The Companies Winding Up Act shall apply with respect to any winding up of the Society. Any notice to the members of the Society as provided in the Companies Winding Up Act shall also be provided to the Minister.

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ARTICLE 22

REPEAL

22.01 From and after the day on which the foregoing Constitution and By-Laws are approved by the Minister, all former Constitution and By-Laws of the Society are hereby repealed.