BY LAWS

BY LAWS EPILEPSY KINGSTON 1 TABLE OF CONTENTS 1. Name of Organization pg.3 2. Purpose 3 3. Head Office 3 4. Seal & Symbol 3 5. Membership 3 6. Organization 4 7. Duties of Officers 5,6 8. Employees 6 9. Professional Consultants 6 10. General Meetings 6,7,8,9 ! 11. Board of Directors 9,10 12. Executive Committee 10, 11, 13. Committees 11, 12 Education and Client Services Committee 12, 13 Finance Committee 13, Human Resources Committee 13, 14 14. Elections 14 15. Terms of Service 15 16. Voting Matters 16 17. Financial Matters 16,17 18. Signing Authority 17,18 19. Rules of Order 18 20. Amendments 18 2 NAME 1. Name of Association The name of the Association shall be the Epilepsy Association of Greater Kingston and Area herinafter referred to as the "Association." PURPOSE 2. i) Mission Statement The Epilepsy Association of Greater Kingston and Area is a non profit charitable corporation dedicated to improving the quality of life for those affected by epilepsy. Our mission is to provide support and advocacy services for those affected by epilepsy and to be a community resource for epilepsy education. The Epilepsy Association of Greater Kingston and Area shall serve: the counties of Hastings, Prince Edward, Lennox and Addington, Leeds and Grenville and Dundas; the Township of Frontenac Islands; South, Central and North Frontenac; the City of Kingston, the region of Quinte and; the City of Brockville., ii) Pecuniary Gain The Association shall be operated without purpose of monetary gain to any of the members. iii) Corporation Act The administration of the corporation shall conform to the provisions of the Corporations Act (Ontario) as amended from time to time. HEAD OFFICE 3. Location of Head Office The head office shall be located in the Greater Kingston area, in the Province of Ontario, and at such a place therein as is determined from time to time by the Board of Directors of the Association. SEAL AND SYMBOL 4. Forms of Seal and Symbol The corporate seal of the Association shall be in such form as shall be prescribed by the Board of Directors of the Association, provided that the seal shall bear the words, The Epilepsy Association of Greater Kingston and Area . MEMBERSHIP 5. i) Membership Membership may be granted to individuals who are interested in furthering the objectives of the Association. Membership shall be granted for a period of one (1) year upon paying the membership fee as fixed by the General Assembly from time to time, and, the Board of Directors may from time to time grant full membership for a period of one (1) year to 3 individuals who have contributed to the association through volunteer service without requiring payment of the prescribed fee. Membership is not transferable. Individuals who donate $50 or more automatically receive a one year membership; $500 or more is a Lifetime Membership and $1,000 or more is a Legacy Membership. ii) Honorary Membership Honorary membership is granted by vote of the general membership to persons who have contributed to the purposes of the organization. Honorary members shall not have voting rights and are not eligible to serve as officers of the Association. Honorary membership shall normally last for life unless a fixed duration of Honorary Membership is specifed in the vote of the general membership. iii) Resignation from Membership Any member may resign from membership in the Association by giving written notice to the Secretary. Fees for any unexpired term of the subscription year are not refundable. iv) Members in Good Standing Members in good standing shall be those persons admitted to membership and who have paid to the Association any fees required. Members whose annual fees are in arrears for more than three (3) months shall not be considered members in good standing. v) Suspension from Membership Members whose annual fees are in arrears for a period of three months shall be suspended from membership and not permitted to vote, to make nomination, or to hold office in the Association. If the dues remain in arrears after a period of six months, the members shall be deemed to have resigned. vi) Removal from Membership Members whose conduct is considered by the Board of Directors to be contrary to the stated purpose of the Association shall be asked by the Board to explain or justify their actions. If the members are unwilling or unable to do so, they shall be asked by the Board to resign from the Association. If they do not resign, the Board shall give notice of motion, to be considered at the next membership meeting, requesting their expulsion from the association. A copy of this motion shall be communicated to each member concerned in time for that person to make a written response. If a response is made, it shall be circulated with the notice of motion. The members concerned shall be given an opportunity to explain their positions at the meeting at which the motion requesting their expulsion is considered. Approval of such a motion shall require a two-thirds majority of votes cast. ORGANIZATION 6. Structure The Association shall consist of the membership; a Board of Directors; and an Executive Committee which consists of four (4) officers, these being the President, the Vice President, the Secretary, and the Treasurer. 4 DUTIES OF OFFICER 7 i) President The President shall: a) be responsible for overall supervision and administration of the affairs of the Association; b) chair meetings, unless a Moderator or designate is appointed; c) in consultation with the Secretary, prepare agenda for meeting of the Board of Directors and Executive Committee; d) ensure all policies and actions approved by the Board are properly implemented; e) supervise Executive Director; f) act as a liaison between the Board and the Executive Director; g) keep Executive Director informed of any changes to personnel policies; h) review the Executive Director's job performance annually; i) conduct a monthly Health and Safety inspection (or designate) with staff of the Association’s office and provide a report at all meetings of the Board.; and j) notify the Ontario Public Guardian and Trustee of changes to the Board of Directors and any amendments to the By-Laws after an Annual General Meeting. ii) Vice President The Vice President shall: a) fulfill the duties of the President when that person is temporarily absent or otherwise unable to perform the duties of the office; b) perform all specific duties assigned by the President or requested by the Board; c) chair the Human Resources Committee iii) Secretary The Secretary shall: a) be responsible for circulating notices, agenda, and minutes of meeting of the Board and of the Standing Committees; b) ensure that minutes are prepared and that minute books are properly maintained for meetings of the Board and of the Standing Committees; c) be responsible for correspondence with the membership and for maintaining internal communication within the Association; . iv) Treasurer The Treasurer shall: a) be responsible for the care and custody of the funds and other assets of the Association b) be responsible for the keeping of records of all dues paid by members of the Association; c) be responsible for the deposit of all monies received in a chartered bank and make payments to this bank for all approved expenses incurred by the Association; d) be responsible for maintaining full and accurate books of the accounts and of all financial transactions of the Association; 5 e) report to each regular meeting of the Board on the financial accounts of the Association; t) present a financial report at the Annual General Meeting which shall include an audited statement of the accounts of the Association, and any recommendations for changes in the fees paid by members; g) be responsible for all filings with the government required to maintain the Association's charitable status in good standing. EMPLOYEES 8 i) Appointment to Positions An Executive Director shall be appointed by the Board of Directors. The Executive Director shall be supervised by the President of the Board and responsible to the Board of Directors. The remuneration and terms of service for all employees shall be stated in contracts between the Association and those appointed. ii) Job Descriptions The duties of all employees shall be stated in specific job descriptions for each position. These job descriptions may include some of the duties assigned elsewhere in these Bylaws to one or more of the officers of the Association. iii) Non-Voting Status Paid staff of the Association may be appointed as non-voting members of the committees of the Association, by the Board of Directors. Paid staff are prohibited from becoming members of the Board of Directors nor shall paid staff exercise any voting privileges during their tenure. PROFESSIONAL CONSULTANTS 9 i) Appointment of Consultants The Board of Directors may from time to time retain consultants to advise and act for the Association on legal, financial, personnel, administrative and other matters. ii) Committee Service Paid consultants may be invited to serve on advisory committees of the Association but shall not be appointed to the Board of Directors or to any other decision making committee of the Association. GENERAL MEETINGS 10 i) Individual Members Individual members are entitled to receive notices of, and to attend, participate in, and vote at all meetings of the members. Each member shall have one vote at these meetings, provided that they qualify as a member in good standing at least five (5) days prior to the meeting. ii) Annual General Meeting 6 The Annual General Meeting of the membership shall be held once per year at any place within the Greater Kingston Area, on such day and at such time as the Board of Directors may determine. iii) General Meetings Members of the agency are welcome to attend Board Meetings with the exception of incamera sessions. iv) Notice for Meetings and Agenda Membership meetings shall be called by the President or Secretary of the Association at any time by giving at least two (2) weeks notice of the date, time, and place, and by sending the agenda to the members and auditor at least one week before the scheduled date for the meeting. To be proper notice, this notice must also indicate the type of the meeting to be held; must be dated and signed by the sender and must be sent by pre-paid mail or permanent copy electronic mail. v) Deficiency in Notice No deficiency in giving notice of any meeting of the members of the Corporation shall invalidate such meeting or any resolution passed by any proceedings taken at any meeting of the members so long as the requirement of quorum has been met and the majority of those in attendance approve a motion to waive the special notice requirement For the purpose of sending notice to any member, honorary member, director or officer for any meeting or otherwise, the address of any such person shall be the last address of such person recorded on the books of the corporation. vi) Notice for Special Motions The following items cannot be considered at a meeting unless proper notice of special motion is attached to the circulated agenda. a) amendments to the Constitution or By-laws; b) borrowing of money; c) changing of fees; d) adoption of, and changes to, terms of reference of standing committees; e) renewal, amendment or rescinding of a previously considered motion; f) removal of persons from membership or from office; g) affiliation with other bodies; h) dissolution of the Association vii) Motions from Members Motions from members of the Association received in writing by the Secretary at least four days before the scheduled date of a general meeting shall be included in the agenda for that meeting. Items listed in Clause 10, Section (vi) cannot be added to the circulated agenda. viii) Additions to the Circulated Agenda Items not included on the circulated agenda may be added to the agenda, either prior to the approval of the agenda by moving an amendment to the motion to approve the 7 agenda, or during the business meeting by a motion to amend the agenda. Such approval shall require a two-thirds majority of votes cast. Items listed in Clause 10, Section (vi) cannot be added to the circulated agenda. ix) Statutory Agenda Items Except at Special General Meetings, each General Meeting shall be presented with the minutes of the previous meeting for approval, and with a report of actions taken in the name of the Association since the last meeting by the officers and by the Board of Directors. x) Special Meetings Special meetings must be called by the Board or by the Secretary upon a request signed by at least ten members of the Association in good standing, and must be convened within twenty-one (21) days of the receipt of such request as per Section 295 of the Corporations Act (Ontario). At least ten days notice shall be given of the date, time, place and agenda for a special meeting. No additional items may be added to the agenda circulated for a special meeting. xii) Resolution of Disputes Except as expressly provided herein every question shall be determined by a majority of the votes cast at the meeting. A declaration by the chair that a resolution has been carried and an entry to that effect in the minutes shall be prima facie proof of the fact. In the event of a motion of non confidence in the chair supported by 50% plus one of members present, a Moderator shall be elected by the membership to facilitate the meeting until the issue is resolved. The moderator shall not have a vote. The Moderator shall be given Terms of Reference by a motion supported by a minimum of two-thirds (2/3) of the members present. These Terms of Reference shall not exceed actions necessary to deal with the specific issue at hand. xiii) Special Roles The membership may from time to time appoint a member to serve in the role of: a) Monitor, to assist the chair with the timing of the agenda of a meeting; b) Recorder, to assist, the chair with the organization, presentation and recording of ideas presented during a meeting. xiv) Powers and Duties In addition to the other specific duties and powers assigned elsewhere in these By-laws, the membership shall: a) receive reports from the officers and from the Standing and ad hoc committees of the association; b) decide all financial policies and regulations that affect the dues and obligations of members; c) set criteria for membership and decide all questions related to admission or loss of membership; d) make decisions on all matters brought before it by the Board of Directors; 8 e) refer to the Board of Directors or to an appropriate standing or ad hoc committee matters for further study and possible action. xv) Quorum A quorum for all meetings of the membership shall be twenty-nine (29), this being twice the number of members of the Board plus one. BOARD OF DIRECTORS 11 i) Composition of Board The Board of Directors shall be composed of eleven (11) elected members. The Executive Director shall attend all meetings of the Board of Directors in an advisory capacity except when his or her attendance or participation constitutes a conflict of interest. ii) Regular Meetings The Board shall hold a miniumum of eight (8) regular meetings a year at any time and location as shall be determined by the Board. iii) Quorum A quorum for all meetings of the Board shall be a majority of the Directors on the Board. iv) Calling and Notice Meetings of the Board shall be called by the President or Secretary of the Association by giving at least one week notice of the date, time, place, and agenda for the meeting. No meeting shall be invalidated by deficiency in the notice given so long as the requirement of quorum has been met and the majority of those in attendance approve a motion to waive the specific notice requirements. v) Special Meetings Special Meetings of the Board may be called by the Executive Committee or at the request of at least three (3) other Board Members. Seven (7) days notice shall be given of the date, time, place and agenda for a special meeting. No additional items may be added to the agenda circulated for a special meeting. vi) Duties In addition to the other specific duties assigned elsewhere in these By-laws, Directors shall: a) act honestly, in good faith, and in the best interest of the Association; b) practice “due diligence” c) be reasonable, discreet, and sensible; d) act gratuitously; e) maintain confidence; f) avoid conflicts of interest; g) account and keep accurate books and records; h) manage the charity’s assets; and; 9 i) act diligently by attending meetings, preparing for and actively participating in meetings and events. vii) Powers In addition to the other specific duties and powers assigned elsewhere in these By-laws, The Board shall: a) take the initiative in preparing general policies and actions; b) put into effect all policies and actions approved by the membership; c) have power to enter into contracts in the name of the Association; d) be responsible for the management of the affairs of the Association between meetings of the membership; e) consider matters of a substantive nature at the written request of at least three members; f) authorize expenditures on behalf of the Association; g) remain responsible and must supervise the performance of management; h) can delegate administration and performance of tasks once decisions are made; however, discretionary trust powers or decision making powers cannot be delegated; and; i) ensure that the Association will not pay a director to act in the capacity of director or for services in any other capacity unless permitted by a court order, including as an employee of the charity. viii) Delegation of Powers The Board of Directors shall have power to assign responsibility for dealing with specific matters to the Executive Committee, to any of its established committees, or to any Officer or Director of the Association, as needed. ix) Subcommittees The Board may establish subcommittees from time to time in order to conduct its business more effectively. x) Voting Each director shall be entitled to exercise one vote for each motion at each meeting of the Board. Except as expressly provided herein every question shall be determined by a majority of the votes cast at the meeting. A declaration by the chair that a resolution has been carried and an entry to that effect in the minutes shall be prima facie proof of the fact. EXECUTIVE COMMITTEE 12 i) Terms of Reference for the Executive Committee Membership: The Committee shall include the President, the Vice President, the Treasurer, the Secretary, and the chairpersons of each of the Standing Committees. Further, the Executive Director should ordinarily attend all Executive Committee meetings except when the committee needs to meet "In Camera". The President shall act as chairperson. 10 Meetings: The Committee shall meet no less than once per year. Reporting Relationship: The Committee shall receive reports and recommendations from each of the Standing Committees. The committee is responsible to the Board of Directors. The committee shall develop an annual report to the membership. The committee shall poll staff for responses to executive committee recommendations. Responsibilities: The committee shall be responsible for: -collecting and reviewing reports and recommendations from the Standing Committees -setting goals for and evaluating the work of the Standing Committees -drafting 5 year goals and objectives for approval by the Board -reviewing the policies and procedures of the organization in order to ensure that they are complete and up to date. These should include, but shall not be limited to: a strategic plan, by-laws, a policy and procedures manual, a Health and Safety policy, and a personnel manual -reviewing nominations to the Board between membership meetings in order to ensure that Board renewal is proceeding appropriately and in accordance with the By-laws and policies and procedures of the Agency. ii) Calling and Notice Meetings of the Executive Committee shall be held at the call of the President or at the request of at least three members of the Committee. At least seven days notice shall be given of the date, time, place, and agenda for meetings of the Executive Committee. iii) Quorum A quorum for all meetings of the Executive Committee shall be a majority of the eligible voting members. iv) Voting Except as expressly provided herein every question shall be determined by a majority of the votes cast at the meeting. A declaration by the chair that a resolution has been carried and an entry to that effect in the minutes shall be prima facie proof of the fact. The Executive Director is not a voting member of the Executive Committee. COMMITTEES 13 i) Standing Committees Standing committees of the Association shall be established by a vote of the membership on the recommendation of the Board of Directors. Motions to establish Standing Committees must include specific Terms of Reference. These Terms of Reference may be amended subsequently, by the Board of Directors, subject to ratification by the membership. ii) Ad Hoc Committees 11 Ad hoc committees may be established from time to time by approval of a motion at a meeting of the Board or the Executive Committee of the Association. If Terms of Reference are not included in the motion to establish an ad hoc committee, the committee shall draw up its own Term of Reference and submit these to its appointing body for approval. iii) Convening Meetings of committees shall be called by the chair. Except as expressly provided herein, the chair shall be appointed by the President or Executive Committee. If no chair is designated, the person whose name appears first on the list of members shall convene the first meeting, and the committee shall then elect its own chair. iv) Quorum A quorum for all committees shall be a majority of the eligible voting members of said committee. v) Reports All Standing Committees shall present annual reports to their appointing bodies prior to the membership meeting. Ad hoc committees whose business is not completed at the time of the Annual Meeting shall present interim reports to their appointing bodies prior to the Annual Meeting. vi) Voting Except as expressly provided herein every question shall be determined by a majority of the votes cast at the meeting. A declaration by the chair that a resolution has been carried and an entry to that effect in the minutes shall be prima facie proof of the fact. vii) Terms of Reference for Standing Committees Education and Client Services Committee Membership: The Committee shall include at least two (2) clients/customers and one (1) health care professional. The President is an ex-officio member. The chairperson shall be appointed by the Executive Committee. The staff members responsible for program delivery shall ordinarily attend all meetings of the Education and Client Services committee except when the committee needs to meet "In Camera" Meetings: Committee meetings shall be held no less than two times per year. Reporting Relationship: Staff members responsible for program delivery shall report to the committee no less than two times per year. The committee shall report to the Board of Directors no less than two times per year. The committee shall send recommendations and reports to the Executive Committee as necessary and no less than once per year. The committee shall poll staff for responses to committee recommendations. 12 Responsibilities: The committee shall be responsible for:. -developing the programming vision and goals of the agency -setting criteria and schedules for qualitative and quantitative evaluation of programs -ensuring that programming goals are met and regular evaluations are undertaken -reporting on programs to the Executive Committee and to the Board of Directors -developing links to related organizations Finance Committee Membership: The committee shall include no less than 4 members of the organization including the Treasurer. The President is an ex-officio member. The Treasurer shall act as chairperson. The Executive Director and employees responsible for fundraising and bookkeeping shall ordinarily attend all meetings of the Finance Committee except when the committee needs to meet "In Camera". Meetings: The committee shall meet no less than four times per year. Reporting Relationship: Staff members responsible for fundraising shall report to the committee no less than four times per year. The committee shall report to the Board of Directors no less than four times per year. The committee shall send recommendations and reports to the Executive Committee as necessary and no less than once per year. The committee shall poll staff for responses to committee recommendations. Responsibilities: The committee shall be responsible for: -Developing and reviewing bookkeeping and accounting practices of the organization -Ensuring that audited financial statements are produced within 6 months of the end of the fiscal year -Developing annual budgets -Reviewing quarterly budget projections for the Board of Directors -Overseeing guidelines and targets for fundraising -Overseeing activities of the fundraising and ad hoc special events committees Human Resources Committee Membership: The committee shall include at least four members of the Association including the Vice President. The Vice President shall chair this committee. The President shall be an exofficio member of the committee. The Executive Director shall ordinarily attend all meetings in an advisory capacity excepting when his or her presence constitutes a conflict of interest and when the committee needs to meet "In Camera". Meetings: 13 Committee meetings shall be held no less than two times per year. Reporting Relationship: The Executive Director and staff shall report to the committee as requested. The committee is responsible to the Board of Directors. The committee shall submit a report to the Executive Committee as required and no less than once per year. Responsibilities: The committee is responsible for: -Acting in all cases of termination of staff -Reviewing annually any changes in pay, holidays, benefits and job descriptions -Reviewing personnel structure prior to annual budget planning -Processing complaints -Hiring professional staff ELECTIONS 14 i) Eligibility for Office: Only members in good standing of the Association may serve as officers, directors, or voting members of any committee of the Association. If a person who is not a member is elected, he or she must become a member within ten (10) days of the election pursuant to the Corporations Act. ii) Election of Directors: If an election is needed, Directors shall be elected by the membership. The Nominating Committee will present their report and nominations will be invited from the floor of the membership meeting. If the total number of nominations plus the number of Board Members is eleven (11) or less the nominations will be acclaimed. If the total is more than eleven (11) then a secret ballot will be held. If a nominee is not in attendance at the meeting at which the election is taking place, the nominee must indicate their willingness to stand in writing prior to the meeting. iii) Transition: Board members shall continue their term of service until the adjournment of the membership meeting at which their replacement is elected. iv) Officers and Standing Committees: Officers and members of Standing Committees shall be appointed by the Board of Directors. v) Nominating Committee: At least three months before the Annual Meeting of the membership, the Board of Directors shall appoint a Nominating Committee consisting of four members of the Association. (Note: This committee can be a Standing Committee elected annually by the General Assembly.) vi) Invitation for Nominations: 14 At least two months before the Annual Meeting the Nominating Committee shall: a) inform the membership of all vacant positions for directors; b) invite nominations for members in good standing to stand for election to these positions; c) announce that the closing date for the receipt of such nominations shall be one month before the schedule date of the Annual Meeting. vii) Nominating Procedures: The Nominating Committee shall check that those who have been nominated are aware of the obligations of holding office, and are willing to serve if elected to office. viii) Ballot at the Annual Meeting: The report from the Nominating Committee shall be provided in writing at the Annual Meeting and shall contain the names of all persons nominated and willing to serve. If a ballot is required, the ballot shall be secret and conducted by one or two scrutineers appointed for this purpose by the membership. The results shall be reported to the meeting, through the Chair, and shall be recorded in the minutes. ix) Casual Elections: Persons to serve the unexpired terms of officers, directors, or members of committees who are unable to complete their terms in office shall be elected by the Board of Directors. Notice of pending election shall be placed on the agenda for the next Board meeting. Elections shall be held by secret ballot conducted by two members of the Board elected at the meeting. The results shall be reported to the meeting, through the Chair, and recorded in the minutes. TERMS OF SERVICE 15 i) Serve Until Replaced Normal term of service for officers, directors, and members of committees shall be one (1) years. All officers, directors, and members of committees shall continue to hold office until their successors are elected, unless they resign, or are removed from office. Directors can not serve more than more than 6 years consecutively, but can be invited to serve as ex-officio (non-voting) members of the Board of Directors for an indefinite period of time. ii) Attendance Officers, directors, or members of committees who, without valid excuse, miss three consecutive meetings of the Board of Directors or of the committees of which they are a member, shall be asked to consider resigning. iii) Resignation All officers, directors, and members of committees may resign their positions by writing a letter of resignation to the President or the Secretary of the Association. iv) Removal of Directors 15 On notice to the individual who may be affected, the Board of Directors may vote on a motion to remove that person as a director. Having received notice of the motion, if the individual requests to speak, they shall be granted the right to make a statement. Such a motion will pass by a two thirds majority vote and shall take effect when ratified by the membership at the next membership meeting unless the individual resigns. v) Removal of Officers and Committee Members On notice to the individual who may be affected, the Board of Directors may vote on a motion to remove that person as an officer or committee member. Having received notice of the motion, if the individual requests to speak, they shall be granted the right to make a statement. Such a motion will pass by a two thirds majority vote. VOTING MATTERS 16 i) Voting Rights Each member in good standing shall have one vote at meetings of the membership. ii) Voting in Person In order to cast a vote at a meeting of the membership, of the Board or of any committee, a member or their designate by proxy must be present in the meeting room at the time the vote is taken. iii) Voting Rights of Directors Each officer and director shall have one vote at meetings of the Board of Directors and, where applicable, at meetings of the Executive Committee. iv) Voting by Proxy Every member in good standing may, by means of proxy, designate a person who may or may not be member, to attend and act at meetings of the membership pursuant to Section 84 of the Corporations Act (Ontario). The designation must be made in writing with instructions as to the extent of the power conferred by the proxy and must be received at the head office of the Association no later than forty-eight (48) hours, excluding Saturdays and holidays, preceding the meeting at which the proxy is to be used. v) Votes for Motions All motions at meetings of the General Assembly, the Board of Directors, the Executive Committee, and all other committees shall be decided by a majority of votes cast, unless otherwise required by this By Law or in the statutes governing corporate management. vi) Votes for Elections All elections for directors shall be decided by secret ballot. FINANCIAL MATTERS 17 i) Financial Year The financial year of the Association shall be from January 1 to December 31. i) Annual Report 16 An audited statement of the accounts of the past financial year shall be prepared by the Treasurer for approval by the membership. iii) Auditor A qualified accountant shall be appointed by the membership to audit the accounts. The Board shall negotiate the remuneration for the auditor and shall have power to appoint an alternative qualified accountant, in the event that the appointee of the General Assembly is unable to continue providing this service between Annual Meetings. Such a decision would be subject to ratification by the membership at the following membership meeting. iv) Membership Fees The annual membership fee shall be fixed by a vote of the membership, provided that due notice is given of any proposed changes. v) No Remuneration for Members No officer, director, or member of any committee shall receive any remuneration for duties performed on behalf of the Association, but these persons may be reimbursed for reasonable expenses incurred while performing such duties, in accordance with the policies and procedures of the Association. I; vi) Limits on Expenditures Policies governing limits on expenditures shall be decided by a motion at meetings of the Board of Directors. vii) Inspection of Accounts The financial accounts of the Association shall be made available for inspection by members during normal working hours and at other times upon reasonable request. viii) Restrictions on Borrowing The Association shall not incur debts by borrowing money, unless prior approval for such an action has been obtained by passage of a motion by the General Assembly, following due notice of such a motion. ix) Bank Resolution All monies, securities, and other valuable effects shall be deposited in the name and to the credit of the Association in such chartered bank or trust company, or in the case of securities, in such registered dealer in securities as may be designated by the Board of Directors. SIGNING AUTHORITY 18 i) Signing Officers The Board shall appoint the President, Vice President, Treasurer, and Secretary as signing officers. ii) Execution of Documents 17 Contracts, documents, cheques, and other instruments made in the name of the Association shall be binding on the Association when signed by any two (2) of the signing officers, except when specific authority to sign contracts is granted to a designated officer, director, or staff member, by a motion passed by the Board of Directors. iii) Certification of Documents The Executive shall have authority to appoint any member of the Board of Directors, or any staff member, to certify a specific document. 19. RULES OF ORDER The association shall be governed in accordance with the Corporations Act (Ontario) as amended from time to time, its Articles of Incorporation and any Supplementary Articles, and this By Law. 20. AMENDMENTS This By Law may be amended by a two-thirds majority of votes cast at a meeting of the General Assembly, provided that due notice has been given of the proposed amendments. 18