Corporate Bylaws

Grey Bruce Sustainability Network

By Law # 1   Draft May 10, 2010

(Approved by the Board on ……. ) 

TABLE OF CONTENTS    

 

NAME OF THE ORGANIZATION……………………………………………………………. 3

  1. INTERPRETATION……………………………………………………………………….. 3
  2. HEAD OFFICE……………………………………………………………………………… 3
  3. TERRITORIAL JURISDICTION……………………………………………………….. 3
  4. CORPORATE SEAL……………………………………………………………………….. 3
  5. PURPOSE……………………………………………………………………………………. 4
  6. OBJECTS (OR OBJECTIVES) …………………………………………………………. 4
  7. MEMBERSHIP…………………………………………………………………………….. 4

7.01 CLASSES OF MEMBERS AND ENTITLEMENTS …………………………………………………. 4

7.02 ELIGIBILITY FOR MEMBERSHIP ……………………………………………………………………………….. 4

  1. DIRECTORS………………………………………………………………………………………………. 5

8.01 BOARD OF DIRECTORS ………………………………………………………………………………………………….. 5

8.02 ELIGIBILITY………………………………………………………………………………………………………………… 6

8.03 TERM OF OFFICE ………………………………………………………………………………………………………….. 6

8.04 ELECTION OF DIRECTORS………………………………………………………………………………………………. 6

8.05 NOMINATION OF DIRECTORS………………………………………………………………………………………….. 6

8.06 VACANCIES ………………………………………………………………………………………………………………… 6

8.07 MEETINGS ………………………………………………………………………………………………………………….. 6

8.08 REMOVAL OF A DIRECTOR …………………………………………………………………………………………….. 6

8.09 CONFLICT OF INTEREST…………………………………………………………………………………………………. 6

8.10 REMUNERATION OF DIRECTORS……………………………………………………………………………………… 6

8.11 ADDITIONAL CLAUSES RE: DIRECTORS……………………………………………………………………………. 7

  1. POWERS OF DIRECTORS……………………………………………………………………………………………….. 7

9.01 GENERAL AND SPECIFIC POWERS……………………………………………………………………………………. 7

9.02 POWERS OF INDIVIDUAL DIRECTORS……………………………………………………………………………….. 7

9.03 DIRECTORS’ ACCOUNTABILITY………………………………………………………………………………………. 7

  1. OFFICERS AND DUTIES……………………………………………………………………………………………… 7

10.01 GENERAL …………………………………………………………………………………………………………………… 7

10.02 CHAIR ……………………………………………………………………………………………………………………….. 7

10.03 VICE- CHAIR ……………………………………………………………………………………………………………….. 8

10.04 SECRETARY………………………………………………………………………………………………………………. 8

10.05 TREASURER………………………………………………………………………………………………………………. 8

10.06 MANAGING DIRECTOR (OR CHIEF EXECUTIVE OFFICER) ………………………………………………….. 8

10.07 MANAGING DIRECTOR AN OFFICER……………………………………………………………………….. 8

  1. INDEMNIFICATION………………………………………………………………………………………………….. 9
  2. EXECUTIVE COMMITTEE ……………………………………………………………………………………….. 9

12.01 COMPOSITION……………………………………………………………………………………………………………. 9

12.02 SELECTION……………………………………………………………………………………………………………….. 9

12.03 AUTHORITY………………………………………………………………………………………………………………. 9

  1. GOVERNANCE COMMITTEE ……………………………………………………………………………….. 9

13.01 COMPOSITION……………………………………………………………………………………………………………. 9

13.02 NOMINATING PROCESS………………………………………………………………………………………………… 10

13.03 OTHER RESPONSIBILITIES………………………………………………………………………………………..10

  1. OTHER COMMITTEES ……………………………………………………………………………………………… 10
  2. MEETINGS OF MEMBERS………………………………………………………………………………………… 10

15.01 ANNUAL MEETING……………………………………………………………………………………………………… 10

15.02 SPECIAL GENERAL MEETING ……………………………………………………………………………………….. 10

15.03 NOTICE AND AGENDA …………………………………………………………………………………………………. 11

15.04 ADDITIONAL CLAUSES RE: MEETINGS OF MEMBERS ……………………………………………………….. 11

  1. ADJOURNMENTS……………………………………………………………………………………………………… 11

16.01 NOTICE…………………………………………………………………………………………………………………….. 11

16.02 TRANSACTION OF BUSINESS…………………………………………………………………………………………. 11

  1. ERRORS OR OMISSIONS IN NOTICE …………………………………………………………………………… 11
  2. AMENDMENT OF BY-LAWS …………………………………………………………………………………………. 11
  3. BOOKS AND RECORDS ………………………………………………………………………………………………. 12

19.1 LEGAL REQUIREMENTS………………………………………………………………………………………………..12

19.2 MINUTES………………………………………………………………………………………………………………………..12

19.3 BYLAWS…………………………………………………………………………………………………………………………12

19.4 BOOKS AND RECORDS OF THE CORPORATION ………………………………………………………….12

19.5 PARLIAMENTARY PROCEDURE……………………………………………………………………………………13

  1. TRANSACTIONS………………………………………………………………………………………………………………13

20.1CONTRACTS…………………………………………………………………………………………………………………….13

20.2 CHEQUES AND BANK ACCOUNTS…………………………………………………………………………………13

21.1 TECHNICALITIES………………………………………………………………………………………………………….13

21.1 NOTICE OF MEETINGS……………………………………………………………………………………………………13

21.2 ERRORS AND OMISSIONS……………………………………………………………………………………………….14

22 CONFLICT OF INTEREST…………………………………………………………………………………………………….14

  1. FISCAL YEAR…………………………………………………………………………………………………………………….14

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Grey Bruce Sustainability Network

 

By-Law # 1

 

A By-law relating generally to the organization and conduct  of the affairs

of the Grey Bruce Sustainability Network.

 

WHEREAS by Letters Patent, dated

March 23, 2009, the Grey Bruce Sustainability Network was incorporated;

 

BE IT ENACTED as a by-law of the Grey Bruce Sustainability Network as follows:

  1.  INTERPRETATION

 

1.01 In this by-law and all other by-laws and resolutions of the Grey Bruce Sustainability Network,

unless the context requires otherwise:

  1. a) The singular means the plural;
  2. b) The masculine shall mean the feminine (or vice versa);
  3. c) ‘Act’ means the Canada Corporations Act, Revised Statutes (RS) of Canada, 1964-65,

c.52, s. 2, as amended and any statute enacted in substitution therefore from time to time;

  1. d) ‘Board’ means the Board of Directors of the Grey Bruce Sustainability Network;
  2. e) ‘The Corporation’ means the Grey Bruce Sustainability Network as incorporated under the Act;
  3. f) ‘Immediate family’ means parent, spouse, son or daughter and brother or sister;
  4. g) ‘Member’ means a member as defined in articles 01 and 7.02;

 

  1. HEAD OFFICE

The head office of the Grey Bruce Sustainability Network shall be in the Municipality of Brockton, in the province of Ontario or at such place therein as may from time to time be determined by the Board.

 

  1. TERRITORIAL JURISDICTION

The Grey Bruce Sustainability Network shall have jurisdiction in the Province of Ontario under the authority of its Letters Patent.

 

  1. CORPORATE SEAL

The seal impressed on the right (or left) margin of this by-law shall be the corporate seal

of the Grey Bruce Sustainability Network.

 

 

 

 

 

 

  1. PURPOSE

 

The purpose of the Grey Bruce Sustainability Network is to support  and implement  projects that lead to resolution of issues related to environmental sustainability.

 

  1. OBJECTS

 

The establishment and operation of an organization to build a network of individuals and organizations in Grey and Bruce Counties, and beyond, for the purpose of:

  • Fostering the development of sustainable communities.
  • Fostering collaborative relationships that increase capacity to deliver environmental and community sustainability programs.
  • Researching, promoting and implementing solutions to local sustainability issues and other complementary purposes not inconsistent with these objectives.

 

  1. MEMBERSHIP

 

7.01 Classes of Members and Entitlements

 

The Corporation shall have three classes of membership – regular, associate and honorary.

  1. a) A ‘Regular’ member shall be an individual who supports the objectives of the

Corporation. A Regular member shall have full rights to vote in the affairs of the Corporation and otherwise enjoy the benefits of membership as from time to time defined by resolution of the Board of Directors;

  1. b) An ‘Associate’ member shall be an individual that generally

supports the objectives of the Corporation but does not otherwise qualify as a

Regular member.( e.g. an employee; a young person under the age of 18)  An Associate member may enjoy the benefits of membership as from time to time defined by resolution of the Board of Directors but shall not have a right to vote in the affairs of the Corporation;

  1. c) An ‘Honorary’ member shall be any person or organization that, by resolution of

the Board of Directors, is deemed to have given distinguished service or support

to the Corporation. An Honorary member shall enjoy such entitlements to benefits

and votes as from time to time defined by resolution of the Board of Directors;

.

7.02 Eligibility for Membership

 

Membership in the Corporation is open to any person who:

  1. a) Is a resident of Ontario
  2. b) Is at least eighteen (18) years of age;
  3. c) Has paid the membership dues set by the Board of Directors;
  4. d) Has, in the opinion of the Board, a genuine interest in the objectives of the

Corporation and whose application for membership has been approved by the

Board;

  1. e) Is not an ‘un-discharged bankrupt’;

 

Note: This section should also contain clauses that specify the membership year and the

process for establishing membership dues.

 

  1. DIRECTORS

 

8.01 Board of Directors

 

The affairs of the corporation shall be governed by a Board of Directors comprised of

No fewer than 5 and no more than 9  Directors elected by the members of the corporation,  and the Past Chair who may be a director ex officio.

 

8.02 Eligibility

Any person is eligible to be a Director of the Corporation who:

  1. a) Meets the eligibility requirements for membership in the corporation set out in

Article 7.02;

  1. b) Is not an employee of the Corporation; and
  2. c) Is otherwise legally competent to conduct business and enter contracts under the

laws of Canada and its provinces.

 

8.03 Term of Office

Directors shall hold office for a term of two years so long as they remain eligible under the terms of Article 8.02. No director shall be eligible to serve more than three consecutive terms

A member who has served three full consecutive terms shall not be eligible to serve again

as a Director before the passing of one year.

 

8.04 Election of Directors

Directors shall normally be elected by a majority of the members in attendance

personally at the annual general meeting of the corporation. The election of

Directors shall be conducted by secret ballot. The candidate or candidates with the largest

number of votes shall fill director vacancies where the number of candidates exceeds the

number of vacancies to be filled.

 

8.05 Nomination of Directors

Nominations for vacant Director positions shall be submitted in writing to the Chair of

the committee responsible for nominations at least 5 days in advance of the

meeting at which the vote is to be held. It shall contain the signature of two members of

the corporation in good standing and a signed acceptance of the nomination by the

nominee.

 

8.06 Vacancies

 

Any vacancy in a Director position, however caused, may be filled by a majority vote of

the remaining directors so long as a quorum of directors remains in office. A Director so

elected shall remain in office for the duration of the vacant term. The directors shall not fill a vacancy in the manner specified in this clause during the ninety (90) day period immediately preceding an annual general or special meeting. If there is not a quorum of directors, the remaining directors shall forthwith call a meeting of the members to fill the vacant Director

positions.

 

8.07 Meetings

Meetings of the Board of Directors may be held at such times and at such places within

the territorial jurisdiction of the corporation as the board may from time to time

determine. The Board shall meet 8 times each year. The Board may use

teleconferencing as an alternative to meetings in person but, in no instance, shall it meet

in person less than two times a year.

 

8.08 Removal of a Director

A director shall automatically cease to hold office if:

  1. a) A resolution to that effect is passed by a two-thirds majority of the members of

the Corporation voting at a meeting duly called for that purpose; or

  1. b) The director otherwise ceases to be eligible as a member under the terms of clause

7.02 of this by-law.

 

8.09 Conflict of Interest

Where a director, either on his behalf or while acting for, by, with or through another, has

any pecuniary or personal interest, direct or indirect, in any matter, or otherwise has a

conflict of interest, as a director, he:

  1. a) Shall disclose his interest fully at a meeting of the directors in the manner

prescribed by the Canada Corporations Act ;

  1. b) Shall disclose his interest and the general nature thereof prior to any consideration

of the matter in the meeting;

  1. c) Shall not take part in the discussion of or vote on any question in respect of the

matter; and,

  1. d) Shall not in any way whether before, after or during the meeting to influence the

voting on any such question.

The pecuniary or personal interest, direct or indirect, of an immediate family member

shall, if known to the director, be deemed to be also the pecuniary interest of the director.

 

Every declaration of interest and the general nature thereof shall be recorded in the

minutes of the meeting.

 

8.10 Remuneration of Directors

The directors shall receive no remuneration for acting as such and no director shall

directly or indirectly receive any profit from his position. Directors may receive

reasonable compensation for expenses incurred by them in the normal course of their

duties.

 

 

8.11 Additional Clauses re: Directors

Following the formation of a Governance Committee, and after consultation with the Directors and membership, additional clauses will be inserted to provide for Notice of Meetings, Attendance at Board and committee meetings, Voting, Quorum, Minutes and Special Meetings.

 

  1. POWERS OF DIRECTORS

 

9.01 General and Specific Powers

The directors, acting together in their capacity as a Board, shall have the authority to

exercise any of the powers prescribed by the Corporations Act, or by any other statutes or

laws from time to time applicable, except where such power is contrary to the statutes or

common law regarding charities and, without limiting the generality of the foregoing,

shall have the following powers in particular:

Additional clauses should be inserted here to cover specific powers such as the Power to

Accumulate; Invest; Solicit Donations and Grants; Hold and Dispose of Real and

Personal Property; Hire Employees and Engage Agents; Sue and Settle Claims; Set

Remuneration and Fees; Issue Cheques; Make Policies, Rules and Regulations; and any

Restriction on such Powers.

 

9.02 Powers of Individual Directors

No individual director shall have any authority to act on behalf of the Board with respect

to agents or employees of the corporation except as provided in this by-law or by

resolution of the Board. No individual director shall have any authority to act on behalf of

the corporation with respect to the transaction of the affairs of the corporation except as

provided in this by-law or by resolution of the Board.

 

9.03 Directors’ Accountability

The Board and individual directors represent the membership of the Corporation and are

directly accountable to said membership. They also have a fiduciary duty to those who

provide funds to the Corporation and to its staff for the sound administration of the

Corporation. In addition, they have a general duty of trust to those served by the

Corporation and to the general public.

Every director of the Corporation shall exercise the powers and discharge the duties of

his office honestly, in good faith and in the best interests of the Corporation, and in

connection therewith shall exercise the degree of care, diligence and skill that a

reasonably prudent person would exercise in similar circumstances.

 

  1. OFFICERS AND DUTIES

 10.01 General

The Board shall annually, or as often as may be required, elect a Chair, Vice-Chair,

Secretary and Treasurer or Secretary-Treasurer from among its members.

 

10.02 Chair

The Chair shall, when present, preside at all meetings of the Corporation and, along with

the Board, generally oversee and supervise the governance of the Corporation including

the signing of by-laws, special resolutions and other such documents requiring his

signature and such other duties as may from time to time be prescribed by resolution of

the Board or that are otherwise incidental to this office. The Chair shall be elected for a

term of one year and shall not be eligible for re-election for  more than two consecutive terms.

 

10.03 Vice- Chair

The Vice- Chair shall, in the absence of the Chair, preside over meetings of the

Corporation and of the Board and its Executive Committee and otherwise exercise all the

powers and duties of the Chair. The Board, in the absence of the Chair and Vice-Chair,

may appoint from among its numbers, an Acting Chairperson.

 

10.04 Secretary

The Secretary shall be responsible for giving notices; keeping the corporate seal; keeping

records of all meetings of the members, the Board and its Executive Committee; signing

of minutes; and, such other duties as may from time to time be assigned by resolution of

the Board.

 

10.05 Treasurer

The Treasurer shall keep full and accurate accounts of all receipts and disbursements of

the corporation in proper books of account and shall deposit all monies or other valuable

effects in the name and to the credit of the corporation in such bank or banks as may from

time to time be designated by the Board.

The Treasurer shall, under the direction of the Board, disburse the funds of the

Corporation, taking proper vouchers therefore and shall render to the Board at regular

meetings thereof, or whenever required, an account of all such transactions and the

financial position of the Corporation.

 

10.06 Managing Director

The Board may appoint a Managing Director from the membership to manage the

affairs of the Corporation under the general direction of the Board. The Managing

Director  shall hold office at the pleasure of the Board or until

he resigns the office.

He shall be accountable to the Board for the proper and legal conduct of the business of

the corporation according to the policies from time to time established by the Board.

 

10.07 Managing Director is an Officer

The Managing Director shall, ex officio, also be an officer of the Corporation and shall be

entitled to receive notice and attend all meetings of the Board and its Executive

Committee. The Managing Director may accept reasonable remuneration in the form of honorarium for acting as such but will not otherwise directly or indirectly receive any profit from his position. The Managing Director may also claim reasonable compensation for expenses incurred by in the normal course of his duties.

 

 

 

  1. INDEMNIFICATION

Every director or officer of the corporation and his executors, administrators and estate

shall be indemnified and saved harmless, out of the funds of the corporation, from and

against:

  1. a) All costs, charges and expenses whatsoever that the director sustains or incurs in

or about any action, suit or proceeding which is brought, commenced or

prosecuted against him, or in respect of any act, deed, matter or thing whatsoever,

made, done or permitted by him, in or about the execution, in good faith, of the

duties of his office or in respect of any such liability;

  1. b) All other costs, charges and expenses which 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. The corporation shall carry such

sufficient indemnification insurance as is currently available and can be

reasonably afforded by the corporation.

 

  1. EXECUTIVE COMMITTEE

 

12.01 Composition

The Executive Committee shall be the Officers of the Corporation including the

Managing  Director. The Managing Director shall be a ‘non-voting’ member.

 

12.02 Selection

The officers of the corporation shall be appointed by resolution of the Board at its first

meeting following each annual meeting of members at which the directors are elected.

Any other members of the Executive Committee designated as such under this by-law

shall be appointed no later than at the next subsequent meeting of the Board. In the event

of a vacancy in any elected position on the Executive Committee, the Board shall, by

election from among the members of the Board, fill such position within sixty (60) days

of the vacancy occurring.

 

12.03 Authority

During the intervals between meetings of the Board, the Executive Committee shall

possess and may, subject to ratification by the Board, exercise all the powers of the Board

in the governance and direction of the Corporation in such manner as the Executive

Committee shall deem best for the interests of the Corporation subject to any specific

directives imposed by the Board, this by-law or any other statutory or common law.

 

  1. GOVERNANCE COMMITTEE

 

13.01 Composition

The Board shall annually elect a Governance Committee which shall be

comprised of a Chair and one additional member of the Board and two additional members drawn from the membership of the Corporation. The Managing Director shall, ex officio, be a

non-voting member of the Governance Committee.

 

13.02 Nominating Process

Candidates for the office of director must be recommended by the Governance Committee or in writing by at least two members of the Corporation. The Governance

Committee shall take into consideration candidates who adequately represent the

constituency served by the Corporation and make recommendations with respect to any

vacancies on the Board.

The Governance Committee, prior to the annual meeting of the corporation, shall:

  1. a) Fully explain to potential candidates their duties and responsibilities as directors;
  2. b) Obtain from each candidate a written consent to the nomination; and,
  3. c) Recommend a slate of candidates to be elected to vacant director positions.

 

13.03 Additional Responsibilities of Governance Committee

The Governance Committee shall regularly review by laws and governance policies and as circumstances dictate  introduce amendments to same.

 

  1. OTHER COMMITTEES ( INCLUDING ADVISORY COMMITTEE)

The Board may, from time to time, by resolution, establish such standing and other ad hoc committees with such duties and powers as it deems to be in the interests of the Corporation. Except as otherwise established in this by-law, each such committee shall be chaired by a

director, have the committee membership and terms of reference approved by resolution

of the Board, shall consider such matters as are referred to it by the Board, shall keep

records of its activities and recommendations, and, shall report to the Board at such

intervals as required by the Board.

 

  1. MEETINGS OF MEMBERS

 

15.01 Annual Meeting

The annual meeting of the Corporation shall be held within fifteen (15) months of the last

preceding annual meeting at such date, time and place within the territorial jurisdiction of

the Corporation as determined by the Board for the purpose of:

  1. a) Considering and approving the minutes of the previous annual meeting and any

special general meeting that may have been held since the last annual meeting;

  1. b) Receiving and considering audited financial statements for the preceding fiscal

year;

  1. c) Receiving and considering such other reports and statements as are required by

the Corporations Act;

  1. d) Electing directors;
  2. e) Appointing the auditors for the next fiscal year;
  3. f) Transacting any other business properly brought before the meeting.

 

15.02 Special General Meeting

The Secretary shall call a special general meeting of members at the request of the Board

or upon receiving a written request signed by ten (10) percent of the members and

stipulating the purpose of such meeting. Such meeting shall be scheduled within thirty

(30) days of receipt of the request at a date, time and place within the territorial

jurisdiction of the Corporation as determined by the Secretary.

 

15.03 Notice and Agenda

Notice for any meeting of members shall be given at least fifteen (15) days in advance of the date of the meeting and shall include the date, time, place, agenda and general nature of business

to be transacted. Only business on the agenda or related thereto shall be transacted at such

meeting unless:

  1. a) A notice of motion to place an item on the agenda shall have been delivered to the

Secretary at least ten (10) days prior to such meeting; or

  1. b) Subject to the Corporations Act, the notice provision is waived by a majority vote

of those present and entitled to vote at such meeting.

 

15.04 Additional Clauses re: Meetings of Members

Additional clauses should be added to set the quorum, chairing, voting procedures and

eligibility criteria.

 

  1. ADJOURNMENTS

 

16.01 Notice

Further notice of any adjourned meeting of the Board and its committees or the annual

meeting of the Corporation is not necessary if the date, time and place of such adjourned

meeting has been announced at the meeting which was adjourned and if this has been

properly recorded in the minutes of that meeting.

 

16.02 Transaction of Business

Any business may be transacted at any adjourned meeting that might have been

transacted at the original meeting from which the adjournment took place.

 

  1. ERRORS OR OMISSIONS IN NOTICE

An accidental error or omission in giving notice of any meeting required by this by-law

or the non-receipt of such notice by any director or by the auditor or any error in any

notice not affecting its substance shall not invalidate such meeting or void the

proceedings and decisions of that meeting. Any director, member or the auditor of the

Corporation may waive notice of any such meeting and may ratify and approve of any or

all proceedings taken at such meeting.

 

  1. AMENDMENT OF BY-LAWS

The By-Law of the Corporation not embodied in the letters patent may be repealed or

amended by by-law enactment supported by unanimous consent of each and every

Director of the Corporation signified in writing and shall hold force and effect until it is

sanctioned by an affirmative vote of at least two-thirds (2/3) of the members at a meeting

duly called for the purpose of considering the said by-law. If such by-law enactment is

not so sanctioned it shall cease to hold force and effect immediately the resolution

proposing such amendment is defeated.

 

19. BOOKS AND RECORDS

 

19.1 LEGAL REQUIREMENTS

The Secretary, on behalf of the Corporation, shall ensure retention at its head office of:

(a)        minutes of all meetings of members and the Board;

(b)        a copy of the Letters Patent and any supplementary Letters Patent; and

(c)        Bylaws, current and past;

(d)       registries in alphabetical order of:

  1. members of the Corporation;
  2. directors including names, addresses and occupations; and

(e)        accounting and financial records.

 

19.2     MINUTES

The minutes of the previous meeting of the Board shall be approved at the next Board Meeting. The minutes of a meeting of the members shall be approved at the next meeting of the members. Upon approval of the minutes, the Chairperson and Secretary shall sign the minutes.  Once signed, the minutes are admissible in evidence as prima facie proof of the proceedings.

19.3     BYLAWS

The Chairperson and the Secretary shall sign the Bylaws.

 

19.4     BOOKS AND RECORDS OF THE CORPORATION

The Board shall retain all necessary books and records of the Corporation as required by   this Bylaw, the Corporations Act, or any other statute or laws.  They shall be accessed by non-Board members only when authorized by a motion of the Board and only to such persons named.  Unless otherwise permitted by the Board, access shall take place only at the head office, or other regular business premises operated by the Corporation, during normal business hours.  A member wishing to access the books or records of the Corporation must give reasonable notice to the Chairperson or the Secretary.  The Board may designate certain records such as personnel files as confidential and not available for inspection by members.

19.5     PARLIAMENTARY PROCEDURE

 

The rules contained in the current edition of Robert’s Rules of Order The Modern Edition shall govern the Corporation in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules of order the Corporation may adopt.

20        TRANSACTIONS

 

20.1     CONTRACTS

The officers of the Corporation and any people so authorized by the Board of Directors may enter into contracts on behalf of the Corporation.  Contracts required by law to be under seal, such as long term leases and real estate transactions, may be made on behalf of the Corporation under the Corporation’s seal. Contracts in writing and not required to be under seal may be signed by any person authorized to enter into contracts on behalf of the Corporation.  Persons so signing should sign their names on behalf of the Corporation of Grey Bruce Sustainability Network.

Verbal contracts not required by law to be under seal or in writing may be entered into by any person authorized to enter into contracts on behalf of the Corporation.  Persons so doing should make it clear that they are contracting on behalf of the Corporation.

Signing authority for the Corporation for legally binding contracts shall be any two of Chairperson, Vice-Chairperson, Secretary or Treasurer.  In addition, contracts of an administrative nature for GREY BRUCE SUSTAINABILITY NETWORK, such as grant proposals, service contracts, etc., may be signed by the Managing Director .

 

20.2     CHEQUES AND BANK ACCOUNTS

The Board shall appoint the signing officers for the bank accounts maintained by the Corporation.

 

21        TECHNICALITIES

 

21.1     NOTICE OF MEETINGS

With the exception of the AGM, notice shall be sent to the last address or electronic mail address of the member, director or officer as recorded in the Corporation’s books.  It shall be deemed to have been given when sent.

 

21.2     ERRORS AND OMISSIONS

No error or omission in giving notice of any meeting of Board or members shall invalidate the meeting or any proceedings at the meeting.  However, a member who failed to attend a meeting because of such an error or omission may re-open at the next meeting any matter considered at that meeting.

No error or omission in any proceedings of any meeting of Board or members shall invalidate the meeting or any of the other proceedings at the meeting.  However, a member or director may re-open the proceedings affected at the next meeting.

 

22        CONFLICT OF INTEREST

Every director is in a fiduciary relation with the Corporation and is under an obligation to act in the utmost good faith towards the Corporation in their dealings with it or on its behalf.

No director shall place themselves in a position where there is a conflict between their duties as director and their other interests.

Every director who is in any way directly or indirectly interested in an existing proposed contract, transaction or arrangement with the Corporation or who otherwise has a conflict of interest shall declare their interest fully at a meeting of the directors in the manner required by the Corporations Act and shall refrain from discussion and voting in respect of the matter on which they have declared a conflict.

Every disclosure of interest shall be recorded in the minutes of the meeting.

23        FISCAL YEAR

Unless otherwise ordered by the Board of Directors, the fiscal year of the Corporation shall terminate at midnight on the 31st day of March in each year.

 

Dated this ______ day of ___________, 2010.

 

___________________________________

Chair

 

____________________________________

Secretary