PDRC Proposed By-Laws

Point Douglas Residents Committee

BYLAWS Article 1 Preamble 1.1 The Society The name of the committee Point Douglas Residents Committee, which may also be known or referred to as the Committee. 1.2 The Mandate PDRC provides resources and leadership so the people of North Point Douglas can work together in building a stronger and safer community, making it a more desirable place to live, work and raise a family. We will accomplish this by: Developing programs to meet the changing needs of the people in the community Connecting people, ideas and resources.

1.3 The Bylaws The following articles set forth the Bylaws of Point Douglas Residents Committee. Article 2 Definitions and Interpretation 2.1 Definitions In these Bylaws, the following words have these meanings: (a) Act means the Corporations Act, S.M. 1976, c40Cap C225 of Manitoba as amended or substituted from time to time. (b) (c) (d) (e) Annual General Meeting means the annual general meeting described in Section 4.1. Board means the Board of Directors of this Committee. Bylaws means the Bylaws of this Committee as may be amended from time to time. Director means any person elected or appointed to the Board. This includes the Chair and the immediate Past Chair. (f) (g) (h) (i) (j) General Meeting means the Annual General Meeting and a Special General Meeting. Member means a Member of the Committee as set out in Section 3.1. Officer means any Officer listed in Section 5.2. Registered Office means the registered office of the Committee. Register of Members means the register maintained by the Board of Directors containing the names of the Members of the Committee. (k) (l) Committee means Point Douglas Residents Committee. Special Meeting means the special general meeting described in Section 4.2.

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(m) Special Resolution means: (i) a resolution passed at a General Meeting of the membership of this Committee other than stated in Section 4.1 (c). There must be twenty-one (21) days notice for this meeting. The notice must state the proposed resolution. There must be approval by a vote of 75% of the Voting Members who vote in person; (n) (o) Voting Member means a Member entitled to vote at the meetings of the Committee. Boundaries means to the West, Main Street, to the East, the Red River, from the South the CPR Mainline and the North, Redwood Avenue 2.2 Interpretation The following rules of interpretation must be applied in interpreting these Bylaws: (a) (b) (c) Singular and Plural: Words indicating the singular number also include the plural, and vice-versa. Corporation: Words indicating persons also include corporations. Headings: Headings are for convenience only. They do not affect the interpretation of these Bylaws. (d) (e) Liberal Interpretation: These Bylaws must be interpreted broadly and generously. Gender: Words indicating a gender also include the masculine, feminine and neuter genders. Article 3 Membership

3.1 (a)

Classification of Members Types of Members: There are three categories of Members: (i) (ii) (iii) Board Members Committee Members; Members at Large

(b) (c)

Board Members: are members in good standing who are elected at the Annual general Meeting. Committee Members: A member in good standing who is either a board member or a member at large who sits on a standing committee

(d)

Member at Large: any person who (i) (ii) (iii) Lives, works or has an interest in Point Douglas; Resides within the boundaries specified Who is at or above the age of sixteen (16) years old.

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3.2 Admission of Members Those persons not residing, working or belonging to an organization within the Committee boundaries may apply to the Committee executive for membership. (a) Members will be committed to work within the purpose and objective of the Committee as specified in Section 1.2 (b) Members will be committed to increasing the capacity of the community to identify and address its own issues. (c) Every member shall be entitled to attend any meeting of the Committee to vote and to hold any office. (d) No Board Member or any Board Members family may directly or indirectly receive any profit from their membership in the Committee Rights and Privileges of Members Rights: Any Member in good standing is entitled to: (i) (ii) (iii) (iv) (b) receive notice of meetings of the Committee; attend any meeting of the Committee; speak at any meeting of the Committee; and exercise other rights and privileges given to Members in these Bylaws.

3.3 (a)

Voting Members: The only Members who can vote at meetings of the Committee are: (i) Full Members in good standing who are at least sixteen (16) years old.

(c)

Number of Votes: A Voting Member is entitled to one (1) vote at a meeting of the Committee and such vote shall be made in person and not by proxy or otherwise.

(d)

Member in Good Standing: A Member is in good standing when: (i) the Member is not suspended as a Member as provided for under Section 3.4

3.4

Suspension of Membership

Decision to Suspend: The Board at a Special Meeting called for that purpose, may suspend a Members membership for one or more of the following reasons: (i) (ii) (iii) (iv) (a) if the Member has failed to abide by the Bylaws; if the Member has disrupted meetings or functions of the Committee; or if the Member has done anything judged to be harmful to the Committee. If the Member has failed to attend any three consecutive meetings

Notice to the Member: The affected Member will receive written notice of the Boards intention to deal with whether that Member should be suspended or not. The Member will receive at least two (2) weeks notice before the Special Meeting.

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(b) Delivery of the Notice: The notice will be sent by single registered mail to the last known address of the Member shown in the records of the Committee. The notice may also be delivered by an Officer of the Board. (c) (d) Contents of Notice: The notice will state the reasons why suspension is being considered Right to Appear Before Board: The Member will have an opportunity to appear before the Board to address the matter. The Board may allow another person to accompany the Member. The Board will determine how the matter will be dealt with, and may limit the time given the Member to address the Board. (e) Board Consideration of the Matter: The Board may exclude the Member from its discussion of the matter, including the deciding vote. (f) Board Decision Final: The decision of the Board is final and cannot be appealed.

3.5 (a)

Termination of Membership Resignation: Any Member may resign from the Committee by sending or delivering a written notice to the Secretary or Chair of the Committee. Once the notice is received, the Members name is removed from the Register of Members. The Member is considered to have ceased being a Member on the date his name is removed from the Register of Members. The Member is not entitled to a refund of any fees the Member has paid to the Committee.

(b) (c)

Death: The membership of the Member is ended upon his death. Expulsion: The Committee may by, Special Resolution at a Special General Meeting called for such a purpose, expel any Member for any cause which is deemed sufficient in the interests of the Committee, conflict of Interest, Mental Health issues or incapacitation. This decision is final and cannot be appealed. On passage of the Special Resolution, the name of the Member is removed from the Register of Members. The Member is considered to have ceased being a Member on the date his name is removed from the Register of Members

3.6

Transmission of Membership

No right or privilege of any Member is transferable to another person. All rights and privileges cease when the Member resigns, dies, or is expelled from the Committee.

3.7

Limitation on the Liability of Members

No Member is, in his individual capacity, liable for any debt or liability of the Committee.

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Article 4 Meetings of the Committee

4.1 (a)

The Annual General Meeting Annual General Meeting: The Committee holds its Annual General Meeting no later than end of June of each calendar year, in Winnipeg, Manitoba. The Board sets the place, day and time of the meeting.

(b)

Notice of Annual General Meeting: The Secretary posts a notice to Members at least twenty-one (21) days before the Annual General Meeting. This notice states the place, date and time of the Annual General Meeting, and any business requiring a Special Resolution.

(c)

Agenda of the Annual General Meeting: The Annual General Meeting deals with the following matters: (i) (ii) (iii) (v) adopting an agenda; adopting the minutes of the last Annual General Meeting; considering the Chairs report; reviewing the financial statements setting out the Committees income, disbursements, assets and liabilities and the auditors report; (vi) (vii) (viii) appointing the auditors;; electing the Members of the Board; and considering matters specified in the meeting notice.

(d)

Quorum: Attendance by 50% of the sitting Board Members or 5 Voting Members (whichever is greater) at the Annual General Meeting is a quorum.

4.2 (a)

Special General Meeting of the Committee Calling of Special General Meeting: A Special General Meeting may be called at any time: (i) (ii) by a resolution of the Board of Directors to that effect; or on the written request of at least five (5) Directors. The request must state the reason for the Special General Meeting and the motion(s) intended to be submitted at this Special General Meeting; or (iii) on the written request of a delegation with sufficient representation as stated by the Board. The request must state the reason for the Special General Meeting and the motion(s) intended to be submitted at this Special General Meeting

(b)

Notice: The Secretary mails, emails or delivers a notice to each member at least twenty-one (21) days before the Special General Meeting. This notice states the place, date, time and purpose of the Special General Meeting.

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(c) Agenda: Only matter(s) set out in the notice for the Special General Meeting are considered at the Special General Meeting. (d) Procedure at the Special General Meeting: Any Special General Meeting has the same method of voting and the same quorum requirements as the Annual General Meeting.

4.3 (a)

Proceedings at the Annual or a Special General Meeting Attendance by the Public: General Meetings of the Committee are open to the public. A majority of the Members present may ask any persons who are not Members to leave.

(b)

Presiding Officer: The Chair chairs every General Meeting of the Committee. The Vice-Chair chairs in the absence of the Chair. If neither the Chair nor Vice-Chair is present within one-half (1/2) hour after the set time for the General Meeting, the Members present choose one (1) of the Members to chair.

(c)

Adjournment: The Chair may adjourn any General Meeting with the consent of the Members at the meeting. The adjourned General Meeting conducts only the unfinished business from the initial Meeting. No notice is necessary if the General Meeting is adjourned for less than thirty (30) days. The Committee must give notice when a General Meeting is adjourned for thirty (30) days or more. Notice must be the same as for any General Meeting.

(d)

Voting: Voting at a General Meeting will be conducted as follows: (i) Each Voting Member, has one (1) vote. A show of hands decides every vote at every General Meeting. (ii) The Chair does not have a second or casting vote in the case of a tie vote. If there is a tie vote, the motion is defeated. (iii) (iv) A Voting Member may not vote by proxy. A majority of the votes of the Voting Members present decides each issue and resolution, unless the issue needs to be decided by a Special Resolution. (v) The Chair declares the resolution carried or lost. This statement is final, and does not have to include the number of votes for and against the resolution. (vi) Five (5) Voting Members may request a ballot vote. In such case, the Chair or the presiding officer may set the time, place and method for a ballot vote. The result of the ballot is the resolution of the General Meeting. (vii) (viii) Member(s) may withdraw their request for a ballot. The Chair decides any dispute on any vote. The Chair decides in good faith, and this decision is final.

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(e) Failure to Give Notice of the Meeting: No action at a General Meeting is invalid due to: (i) (ii) (iii) (g) accidental omission to give any notice to any Member; any Member not receiving any notice; or any error in any notice that does not affect the meaning.

Written Resolution of All the Voting Members: All Voting Members in attendance of a Special Meeting may agree to and sign a resolution. This resolution is as valid as one passed at a General Meeting. It is not necessary to give notice or to call a General Meeting. The date on the resolution is the date it is passed. Article 5 The Government of the Committee

5.1 (a)

The Board of Directors Governance and Management of the Committee: The Board governs and manages the affairs of the Committee. The Board may hire a paid Executive Director to carry out management functions under the direction and supervision of the Board.

(b)

Powers and Duties of the Board: The Board has the powers of the Committee, except as stated in the Corporations Act. The powers and duties of the Board include: (i) (ii) (iii) (iv) (v) (vi) (vii) (viii) (ix) (x) (xi) (xii) (xiii) (xiv) promoting the objects of the Committee; promoting membership in the Committee; Executive Committee to hire Executive Director to operate the Committee; regulating employees duties and setting their salaries and benefits; maintaining and protecting the Committees assets and property; approving an annual budget for the Committee; paying all expenses for operating and managing the Committee; paying persons for services and protecting persons from debts of the Committee; financing the operations of the Committee, and borrowing or raising monies; making policies for managing and operating the Committee; approving all contracts for the Committee; maintaining all accounts and financial records of the Committee; appointing a legal counsel as necessary; making policies, rules and regulations for operating the Committee and using its facilities and assets; (xv) (xvi) selling, disposing of, or mortgaging any or all of the property of the Committee; and without limiting the general responsibility of the Board, delegating its powers and duties to the Executive Committee or the paid administrator of the Committee.

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(c) Composition of the Board: The Board who maximum membership is eleven (11) consists of an: (i) Executive Committee which is made up of: (a) (b) (c) (d) (ii) the Chair Vice Chair Secretary Treasurer

up to ten (10) Directors-at-large elected at the Annual General Meeting from among the Voting Members; and

(iii) (d)

the immediate Past Chair.

Election of the Directors and the Chair at the First AGM: At the first Annual General Meeting of the Committee following the adoption of these Bylaws, the Voting Members elect the following Directors:

(i)

up to five (5) Directors, each serving a term that ends at the close of the second Annual General Meeting following the Annual General Meeting at which these Directors were elected; and

(ii)

up to five (5) Directors, each serving a term that ends at the close of the first Annual General Meeting following the Annual General Meeting at which these Directors were elected.

(e)

Election at Succeeding AGMs: At each succeeding Annual General Meeting of the Board, Voting Members elect up to five (5) Directors, each serving a term that ends at the close of the third Annual General Meeting following the Annual General Meeting at which these Directors were elected.

(f)

Consecutive Terms: Voting Members may re-elect any Directors of the Board for a maximum of three (3) consecutive terms, except that the immediate Past Chair may serve an additional year if necessary.

(g)

Resignation of a Director: A Director including the Chair and immediate Past Chair, may resign from office by giving one (1) months notice in writing. The resignation takes effect either at the end of the months notice, or on the date the Board accepts the resignation.

(h)

Removal of a Director by Voting Members: Voting Members may remove any Director including the Chair and the immediate Past Chair, before the end of his term. There must be a majority vote at a Special General Meeting called for the purpose.

(i)

Removal Director by Board: The Board may remove any Director including the Chair and the immediate Past Chair, before the end of his term: (i) if the Director has been absent from three (3) consecutive Board meetings without notice; or (ii) for cause.

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There must be a two-thirds vote at a Board meeting. (j) Filling a Vacancy: If there is a vacancy on the Board, the remaining Directors may appoint a Member in good standing to fill that vacancy for the remainder of the term. At the next Annual General Meeting the Voting Members must ratify that appointment. This does not apply to the position of immediate Past Chair which position remains vacant until the next Annual General Meeting. (k) Meetings of the Board: (i) (ii) (iii) The Boards Executive Committee holds at least ten (10) meetings each year. The Board at Large holds at least six (6) meetings per year The Chair calls the meetings. The Chair also calls a meeting if any two (2) Directors make a request in writing and state the business for the meeting. (iv) Ten (10) days notice for Board meetings is mailed to each Board Member. There may be five (5) days notice by telephone, fax or email. Board Members may waive notice. Board meeting may be held without notice if a quorum of the Board is present, provided, however, that any business transacted at such meeting must be ratified at the next regularly called meeting of the Board; otherwise it shall be null and void. (v) (vi) Fifty (50%) percent of the total Directors present at any Board meeting is a quorum. If there is no quorum, the Chair adjourns the meeting to the same time, place, and day of the following week. At least five (5) Directors present at this later meeting is a quorum. (vii) (viii) Each Director, including the Chair and the Past Chair, has one (1) vote. The Chair does not have a second or casting vote in the case of a tie vote. If there is a tie vote, the motion is defeated. (ix) Meetings of the Board are open to Members of the Committee, but only Directors may vote. A majority of the Directors present may ask any other Members, or other persons, to leave. (x) All Directors may agree to and sign a written resolution. This resolution is as valid as one passed at any Board meeting. It is not necessary to give notice or to call a Board meeting. The date on the resolution is the date it is passed. (xi) A meeting of the Board may be held by a conference call or teleconference. Directors who participate in this call are considered present for the meeting. (xii) Irregularities or errors done in good faith do not invalidate acts done by any meeting of the Board.

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5.2 (a) Executive Committee Members Executive Members: The Executive of the Committee are the Chair, Vice-Chair, Secretary and Treasurer. (b) Election of Executive member: At its first meeting after the Annual General Meeting, the Board elects from among the Directors all Officers for the following year. The standard term for all Executive Members shall be two years. (c) Resignation of a Officer: An Executive member, including the Chair and immediate Past Chair, may resign from office by giving one (1) months notice in writing. The resignation takes effect either at the end of the months notice, or on the date the Board accepts the resignation. (d) Removal of a Executive Member by Members: Voting Members in good standing may remove any Executive member, including the Chair and the immediate Past Chair, before the end of his term. There must be a majority vote at a Special General Meeting called for the purpose. (e) Removal of Executive Member by Board: The Board may remove any Executive member, including the Chair and the immediate Past Chair, before the end of his term: (i) (ii) if the Director has been absent from three (3) consecutive Board meetings; or for cause.

There must be a two-thirds vote at a Board meeting. (f) Holding Office: Subject to Sections 5.1(g), (h) and (i), Executive Members hold office until reelected or until a successor is elected. If an Officer is removed, that office must be filled at the next meeting of the Board. In the event of a resignation of an Executive member, that office must be filled between the date notice of resignation is given and the date the resignation is accepted by the Board.

5.3 (a)

Duties of the Officers of the Committee The Chair: The powers and duties of the Chair include: (i) (ii) supervising the affairs of the Board; when present, chairing all meetings of the Committee, the Board and the Executive Committee; (iii) (iv) (v) (vi) (vii) (viii) serving as an ex officio member of all Committees, except the Nominating Committee; acting as a spokesperson for the Committee; chairing the Executive Committee; and carrying out other duties assigned by the Board. Holding accountable all members of the Committee in performing their assigned duties; Promote consensus in the Committees decision making;

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(ix) Signing authority of the Committee and in conjunction with the Secretary, Treasurer and Vice-Chair, decide the manner in which any agreements, letters or other documents shall be signed; (x) Mentoring the Vice-Chair and ensuring the Vice-Chair has the opportunity to conduct two Committee meetings; (xi) In conjunction with the Committee, provide vision, direction and coordinate the affairs of the Committee. (b) The Vice-Chair: The powers and duties of the Vice-Chair include: (i) presiding at meetings in the Chairs absence. If the Vice-Chair is absent, the Directors elect a Chair for the meeting; (ii) tracking throughout the year any proposed amendments to the by-laws and approve bylaw changes at the Annual General Meeting; (iii) (iv) (v) replacing the Chair at various functions when asked to do so by the Chair or the Board; becoming familiar with the Committees by-laws; chairing over at least two designated Committee meetings and at all meetings where the Chair is absent; (vi) shall be an ex-officio member of all standing committees to learn about all facets of the Committee; (vii) (viii) (ix) (c) shall be a signing officer; serving as a member of the Executive Committee; and carrying out other duties assigned by the Board.

The Secretary: The powers and duties of the Secretary include: (i) (ii) (iii) (iv) (v) (vi) (vii) attending all meetings of the Committee, the Board and the Executive Committee; keeping accurate minutes of these meetings; being in charge of the Boards correspondence; making sure a record of names and addresses of all Members of the Committee is kept; making sure all notices of various meetings are sent; carrying out other duties assigned by the Board; shall be a signing officer

(d)

The Treasurer: The powers and duties of the Treasurer include: (i) making sure all monies paid to the Committee are deposited in a chartered bank, treasury branch, credit union or trust company chosen by the Board; (ii) making sure a detailed account of revenues and expenditures are presented to the Board as requested; (iii) making sure an audited statement of the financial position of the Committee is prepared and presented to the Annual General Meeting;

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(iv) (v) (vi) (vii) (viii) (ix) (x) 5.4 (a) (b) chairing the Finance Committee of the Board; serving as a member of the Executive Committee; and carrying out other duties assigned by the Board presenting a financial report at each Committee meeting; maintaining appropriate records of all assets and liabilities of Committee; working with Executive to prepare budgets as needed; shall be a signing officer

Board Committees Establishing Committees: The Board may appoint committees to advise the Board. General Procedures for Committees: (i) (ii) A Board Member chairs each committee created by the Board. The Chair calls committee meetings. Each Committee records minutes of its meetings, distributes the minutes to the committee members and to the Chairs of all other committees, and provides reports to each Board meeting at the Boards request. (i) Two (2) days notice is mailed, emailed or delivered to each member of the committee. The notice states the date, place and time of the committee meeting. Committee members may waive notice. (ii) (iii) A majority of the committee members present at a meeting is a quorum. Each member of the committee, including the Chair, has one (1) vote at the committee meeting. The Chair does not have a casting vote in case of a tie. In the case of a tie vote the motion is considered defeated.

5.5 (a)

Standing Committees Standing Committees: The Board establishes these standing committees: (i) (ii) (iii) Executive Committee; Finance Committee; and Nominating/Governance Committee.

(b)

Executive Committee: The Executive Committee (i) (ii) consists of the Chair, Vice-Chair, Secretary and Treasurer; is responsible for: planning agendas for Board meetings; carrying out emergency and unusual business between Board meetings; reporting to the Board on actions taken between Board meetings; and carrying out other duties as assigned by the Board;

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(iii) meets at least ten (10) times each year. The meetings are called by the Chair or on the request of any two (2) other Executive Committee members. They must request the Chair in writing to call a meeting and state the business of the meeting; (iv) All Executive members may agree to and sign a written resolution. This resolution is as valid as one passed at an Executive Committee meeting. It is not necessary to give notice or to call a meeting of the Executive Committee. The date on the resolution is the date it is passed. (v) A meeting of the Executive Committee may be held by a conference call. Executive members who participate in this call are considered present for the meeting. (vi) Irregularities or errors done in good faith do not invalidate acts done by any meeting of the Executive Committee. (vii) (c) An Executive member may waive formal notices of a meeting.

Finance Committee: The Finance Committee (i) consists of the Treasurer, who is the Chair, and up to three other Members appointed by the Board; (ii) is responsible for: recommending budget policies to the Board; investigating & making recommendations to the Board for acquiring funds and property; recommending policies on disbursing and investing funds to the Board; establishing policies for Board and committee expenditures; arranging the annual audit of the books; reporting on the years activities at the Annual General Meeting; and carrying out other duties assigned by the Board.

(d)

Nominating Committee: The Nominating Committee (i) consists of the immediate Past Chair, who chairs the committee, and two (2) other Members appointed by the Board; (ii) is responsible for: preparing a slate of nominees for the Chairs position; preparing a slate of nominees for each vacant Director position; orienting new board members;

5.6

The Executive Director

The Board may hire an Executive Director to carry out assigned duties. (a) The Executive Director reports to and is responsible to the Board, and acts as an advisor to the Board and to all Board Committees. The Executive Director does not vote at any meeting. (b) The Executive Director acts as the administrative officer of the board: (i) attending board, and other meetings, as required;

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(ii) (iii) (iv) (v) (vi) (vii) (iv) hiring, supervising, evaluating and releasing all other paid staff; interpreting and applying the Boards policies; keeping the Board informed about the affairs of the Committee; maintaining the Committees books; preparing budgets for Board approval; planning programs and services based on the Boards priorities; and carrying out other duties assigned by the Board. Article 6 Finance and Other Management Matters

6.1

The Registered Office

The Registered Office of the Committee is located in Winnipeg, Manitoba. 6.2 (a) (b) Finance and Auditing Fiscal Year: The fiscal year of the Committee ends on December 31st of each year. Yearly Audit: There must be an audit of the books, accounts and records of the Committee at least once each year. A qualified accountant appointed at each Annual General Meeting must do this audit. At each Annual General Meeting of the Committee, the Treasurer submits a complete audited statement of the books for the previous year.

6.3 (a) (b)

Seal of the Committee Seal: The Board may adopt a seal as the Seal of the Committee. Control of the Seal: The Executive Director has control and custody of the Seal, unless the Board decides otherwise.

(c)

Use of the Seal: The Seal of the Committee can only be used by Executive members authorized by the Board. The Board must pass a motion to name the authorized Executive members.

6.4 (a)

Cheques and Contracts of the Committee Signing of Cheques: Designated Executive Members of the Board sign all cheques drawn on the monies of the Committee. Two signatures are required on all cheques and one of those two signatures must be that of the Executive Director, however, the requirement that one of the signatures be that of the Executive Director, shall be waived during periods where no Executive Director, has been appointed, is incapacitated or unavailable for an extended period of time. The Board may authorize the Executive Director, to sign cheques up to a prescribed dollar value and in prescribed circumstances.

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(b) Contracts: All contracts of the Committee must be signed by the Executive member, or other persons authorized to do so by Board policy or resolution of the Board. (c) Conflict of Interest: A Director who is a party to, or who is a director or executive member of, or has a material interest in any person who is a party to, a material contract or proposed material contract with the Committee shall disclose the nature and extent of his interest at the time and manner provided by the Board conflict of interest policy. Any such contract or proposed contract shall be referred to the Board for approval even if such contract is one that in the ordinary course of the Committees business would not require approval by the Board. Such a Director shall not vote on any resolution to approve such contract or proposed contract except as permitted by Board policy.

6.5 (a)

The Keeping and Inspection of the Books and Records of the Committee Minute Books: The Executive Director keeps a copies of all the Minute Books and minutes of all meetings of the Members and of the Board. The Executive Director will put minutes of all monthly meetings on website.

(b)

Location of Minute Books: The Secretary keeps the original Minute Books at the Registered Office of the Committee. This record contains minutes from all meetings of the Committee, the Board and the Executive Committee.

(c)

Books and Records: The Board keeps and files all necessary books and records of the Committee as required by the Bylaws, the Societies Act, or any other statutes of laws.

(d)

Inspection of Books and Records: A Member wishing to inspect the books or records of the Committee must give reasonable notice to the Chair or Secretary of the Committee of his intention to do so.

(e)

Place of Inspection: Unless otherwise permitted by the Board, such inspection will take place only at the Registered Office, or other regular business premises operated by the Committee, during normal business hours.

(f)

Financial Records: All financial records of the Committee are open for such inspection by the Members.

(g)

Other Records: Other records of the Committee are also open for inspection, except for records that the Board designates as confidential.

6.6 (a)

Borrowing Powers Borrowing Funds: The Committee may borrow or raise funds to meet its objects and operations. The Board decides the amounts and ways to raise money, including giving or granting security.

(b)

Issuing Debentures: The Committee may issue debentures to borrow only by resolution of the Board confirmed by a Special Resolution of the Committee.

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6.7 (a) Payments No Payments: No Member, Director or Officer of the Committee receives any payment for his services as a Member, Director or Officer. (b) Reasonable Expenses Reimbursed: Reasonable expenses incurred while carrying out duties of the Committee may be reimbursed upon Board approval. 6.8 (a) Protection and Indemnity of Directors and Officers Indemnity: Each Director or Executive member holds office with protection from the Committee. The Committee indemnifies each Director and Executive member against all costs or charges that result from any act done as part of his role for the Committee. The Committee does not protect any Director or Officer from acts of fraud, dishonesty or bad faith. (b) No Liability: No Director or Executive member is liable for the acts of any other Director, Executive member or employee. No Director or Executive member is responsible for any loss or damage due to the bankruptcy, insolvency, or wrongful act of any person, firm or corporation dealing with the Committee. No Director or Executive member is liable for any loss due to an oversight or error in judgment, or by an act in his role for the Committee, unless the act is fraudulent, dishonest or in bad faith. (c) Reliance on Auditors Report: Directors or Executive member can rely on the accuracy of any statement or report prepared by the Committees auditor. Directors or Executive member are not held liable for any loss or damage as a result of acting on that statement or report. Article 7 Amending the Bylaws 7.1 (a) Amending the Bylaws Amending the Bylaws: These Bylaws may be cancelled, altered or added to by a Special Resolution at any Annual General Meeting or Special General Meeting of the Committee. (b) Notice: The twenty-one (21) days notice of the Annual General Meeting or Special General Meeting of the Committee must include details of the proposed resolution to change the Bylaws. (c) Effective Date: The amended bylaws take effect after approval by a Special Resolution at the Annual General Meeting or Special General Meeting and after being accepted by the Companies Office at the Province of Manitoba.

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Article 8 Distributing Assets and Dissolving the Committee

8.1

No Dividends

The Committee does not pay any dividends or distribute its property among the Members.

8.2

Dissolving the Committee

If the Committee is dissolved, any funds or assets remaining after paying all debts are paid to one or more registered and incorporated charitable organizations with objects similar to those set out in Article 3. Members select this/these organization(s) by Special Resolution. In no event do any Members receive any assets of the Committee.

ENACTED this day of 2011

Board Approved

Chair

Vice Chair

Dated

Witness

6/3/11

17 of 17

draft only