Non Profit Canada Corporation Governance

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Non Profit Canada Corporation Governance Powered By Docstoc
					GOOD GOVERNANCE
For the foundation of strategic planning, democratic
accountability and fiscal responsibility



DAWN Canada




Prepared by Kelly Derricott
April 27, 2006
                                                                                            Good Governance
                                                                                               DAWN Canada
TABLE OF CONTENTS                                                                                                       PAGE
Introduction .............................................................................................3
Purpose and Objectives ........................................................................4
What is Governance?.............................................................................6
  Governance Terms ...................................................................................................... 6
Why does Governance matter? .............................................................7
Basic structures (legal definitions and rules) of governance................7
  What is a non-profit organization? ............................................................................. 7
  What is an unincorporated organization? ................................................................. 7
  What is an incorporated non-profit organization? ................................................... 8
  What is the difference between the terms Society and Corporation? .................. 8
Should your non-profit organization become incorporated? ................9
  Reasons to become incorporated:............................................................................. 9
  Reason not to become incorporated ......................................................................... 9
What is a Constitution? ....................................................................... 10
What are By-Laws? ............................................................................. 10
How to become an incorporated non–profit organization?................ 10
How does the organization keep incorporated status? ..................... 11
Is an incorporated non profit the same as a charity? ........................ 11
Stewardship - Structures and Responsibilities. ................................. 12
  Stewardship –How the Organization is Run .......................................................... 12
  Who are the people responsible for the stewardship of the non-profit
  organization?............................................................................................................... 12
  Why are bylaws important? ...................................................................................... 13
  What are bylaws used for? ....................................................................................... 13
  Who makes the bylaws? ........................................................................................... 13
  What do the Bylaws address?.................................................................................. 13
  Where can I find more information on bylaws? ..................................................... 14
  The Bylaws of DAWN CANADA .............................................................................. 14
  What is a Board of Directors? .................................................................................. 15
  Who can be on the Board of Directors? ................................................................. 15
  How do people get on a Board of Directors? ......................................................... 16
  How Many People are on the Board of Directors? .............................................. 16
  How is the Board of Directors organized? .............................................................. 16
  Who are the Officers of the organization? .............................................................. 17
  How long can a member be on the Board of Directors? ...................................... 18
Stewardship – Legal Responsibilities, Fiduciary Duties and Rights of
the Board of Directors ......................................................................... 18
  Board of Directors‟ Legal Responsibilities.............................................................. 18
  Director General's Power of Investigation and Inquiry ......................................... 19
  Board of Directors‟ Fiduciary Duties........................................................................ 19
  Who do Directors have a Duty to?........................................................................... 22
  Rights of Directors...................................................................................................... 23
About DAWN Canada‟s Board of Directors ..................................... 23


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  How does the board work? ....................................................................................... 23
  How much time is involved? ..................................................................................... 24
  How often does the board meet?............................................................................. 24
  Does the board have committees?.......................................................................... 25
  Being a Board Member - What skills are desirable? ............................................ 25
Good Governance Practice................................................................. 27
  What does good governance look like?.................................................................. 27
  Keys to Success (and Exemplary Practices) ......................................................... 27
  Feminist Practice ........................................................................................................ 29
  The Feminist Dozen: 13 Feminist Principles for Healthy Feminist Organizing 29
The Challenge of Developing a Feminist Disability Practice Of Good
Governance ......................................................................................... 31
Appendix .................................................................................................3
  DAWN Canada‟s Current Bylaws in Plain Language ............................................ 3
Provincial, Territorial and Federal Contacts for Incorporation..............9
  Federal ........................................................................................................................... 9
  Contacts For Provincial and Territorial Incorporation ........................................... 11
    Alberta.......................................................................................................................... 11
    British Columbia .............................................................................................................. 11
    M anitoba ....................................................................................................................... 11
    New Brunswick ............................................................................................................... 11
    Newfoundland and Labrador ................................................................................................ 12
    Northwest Territories ......................................................................................................... 12
    Nova Scotia .................................................................................................................... 12
    Nunavut Territory............................................................................................................. 12
    Ontario ......................................................................................................................... 12
    Prince Edward Island ......................................................................................................... 12
    Quebec ......................................................................................................................... 13
    Quebec (M ontreal)............................................................................................................ 13
    Saskatchewan .................................................................................................................. 13
    Yukon Territory ............................................................................................................... 13
Bibliography ......................................................................................... 14




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        We are, I think, quite a rare breed. We have nothing to lose and we are fearless
        warrior women who are dedicated like no others. We are not going anywhere. There
        is no place to opt out. Freedom is like the air we breathe. We’ve acquired the habit
        and we are rather attached to the beautiful feeling that the fruits of our struggles
        bring us. I am grateful to have had the opportunity to have been a part of DAWN
        Canada in these last few years and can’t wait until the next history instalment!
                       Eileen O’Brien 1

Introduction
One of the great struggles for non-profit equality -seeking groups such as
DAWN Canada is simply “thriving” as an organization.                              In DAWNING:
How to Start and Maintain a Group, Joan Meister discusses some of the
difficulties DAWN has encountered in the past.

Over time, the lack of resources began to take its toll on the women who
were trying to do DAWN work everywhere. We are not a bunch of whiners
and complainers but we do have disabilities and our individual needs
require some care and attention too. We weren‟t able to replace ourselves
and get some new blood because we didn‟t get funded to hold annual,
Annual General Meetings or even regular meetings. We started to drop
like flies. The lack of resources took it‟s toll on the organization as well as
individual women, of course, DAWN Canada began to falter and fade. We
were no longer “thriving”. We simply weren‟t able to do the very
necessary things that would have kept us healthy. Things like:
     communicating with each other- keeping in touch
     organizational development starting and maintaining groups
     board meetings - taking care of business
     annual general meetings – renewing the Board and taking care of
        more business
     newsletters – sharing the information and not re-inventing the wheel,
        getting new members.” Joan Meister 2


1
  Eileen O’Brien, A Short Herstory, Part Two, in DAWN ING: How to Start and Maintain a Group. Joan
Meister and Shirley Matsuda Eds. DAWN Canada. 1999. p 24
2
  Joan Meister, , A Short Herstory, Part One, in DAWNIN G: How to Start and Maintain a Group. Joan Meister
and Shirley Matsuda Eds. DAWN Canada. 1999.p 15-16


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The challenge faced by DAWN Canada is to develop a system of
governance that does the things necessary to keep it healthy and make it
thrive.



Purpose and Objectives
          The larger purpose of this paper is to provide the information

                 needed for DAWN Canada to decide how it can best develop
                 a strong foundation of good governance. Good governance
                 will allow for the democratic accountability, fiscal
                 responsibility, and strategic planning needed for DAWN
                 Canada to stay healthy, thrive and reach its goals.



The paper has four main objectives

   1. to give the reader the information needed to understand the different
      parts of running a non-profit organization.

   2. to give the reader the information needed to understand how DAWN
      Canada is currently run.

   3. to give the reader the information needed to work towards developing
      an effective standard of good governance for and by DAWN Canada.

   4. The paper does not tell the reader everything there is to know about
      running a non-profit organization, or about DAWN CANADA. This
      paper explains some of the legal requirements and responsibilities of
      members of non-profit organizations and DAWN, but it should not be
      used as a legal document.


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What is Governance?
Governance is the structures (laws and policies), responsibilities, and
practices (ways of doing things) used to help an organization achieve the
goals of its mission.3 Good governance is achieving an organization‟s
goals in a way that is democratic and socially just.

Good governance is about:

       Vision (planning for the future)
       Destination (setting goals and planning how to get there)
       Resources (what is needed to achieve the goals)
       Monitoring (making sure the organization is well looked after and
        moving towards its goals in a way that is legal)
       Accountability (using resources responsibly, reporting progress and
        problems to all those involved with the organization) 4


Governance Terms
The following terms are often used when discussing governance:
democratic accountability, fiscal responsibility and strategic planning.

What is democratic accountability?
Democratic accountability is the ability for people to hold those they voted
into positions of power responsible for decisions they make.

What is fiscal responsibility?

3
  Adapted from; Plu mptre, Tim & Graham, John.(1999). Governance in Transition: Issues and Challenges for
Canada. Discussion Paper. Institute on Governance. Ottawa. Quoted from Gill, Mel. ( 2001). Governance DO’S &
DON’TS: Lessons from Case Studies On Twenty Canadian Non -profits: Final Report. Institute on Governance. P
7-8
4
  Adapted from Gill, Mel. ( 2001). Governance DO’S & DON’TS: Lessons from Case Studies On Twenty
Canadian Non-profits: Final Report. Institute on Governance. P 7-8



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Fiscal responsibility means looking after money in a way that is honest, fair
and in the way you said you would. It means keeping track of money in a
way that meets with legal accounting principle (rules).

What is strategic planning?
Strategic planning is deciding how an organization will reach its goals. That
is where are we going, how will we get there, and how do we know if we
got there or not?

Why does Governance matter?
Governance matters for many reasons. It has been shown that good
governance practices are important for organizations to work better and to
reach their goals.5 This means there is better democratic accountability,
fiscal responsibility, and strategic planning. Organizations that work well,
achieve their goals, and follow the rules are more likely to have good
relationships with government agencies and other groups such as funders.


Basic structures (legal definitions and rules) of governance


What is a non-profit organization?
A non-profit organization is a group of people who get together to work
towards a common cause. The cause is not to make money (profits) for its
members. Non-profit organizations can be unincorporated or incorporated

What is an unincorporated organization?
The group is run by the agreements of the members. The members decide
on the rules that run the organization. These rules do not need to be filed
with a provincial, territorial or federal authority. Legally, the organization is
5
 Adapted from Gill, Mel. ( 2001). Governance DO’S & DON’TS: Lessons from Case Studies On Twenty
Canadian Non-profits: Final Report. Institute on Governance.P 6 –


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considered to be a group of individuals. This means that individual
members can be held responsible for legal obligations of the organization.



What is an incorporated non-profit organization?
This means a non-profit organization has applied for Letters Patent and
received incorporated status. Letters Patent are the documents stating the
organizations purpose and objectives, which is filed with the federal and/or
provincial and territorial governments. Once the organization has received
Letters Patent it will be incorporated and will be called a corporation and or
a Society. The organization is then run by a constitution and a required
set of by-laws. “Bylaws are a bunch of rules that let everyone know what to
expect of all its members and, therefore, of the organization.” 6 Legally, the
organization (not individual members) can be held responsible for the legal
obligations of the organization. There are some situations where an
individual member can be held legally responsible for the actions of the
organization. The Primer For Directors of Not-For-Profit Corporations:
Rights, Duties and Practices, put out by Industry Canada explains this in
detail.

What is the difference between the terms Society and Corporation?
Both terms mean the non-profit is incorporated and are often used
interchangeably. Provincial and territorial governments use either a
Corporation, Companies or Society Act to incorporate non – profit
organizations . The Federal Government uses the Corporation Act
(specifically the Corporation Act Part II) to incorporate non-profit
organizations. Once federally incorporated the non-profit has “Society”
6
 Joan Meister, Society Status: Pros and Cons in Dawning: How to Start and Maintain a Group. Joan Meister n and
Shirley Masuda. Eds. DAWN Canada. ( 1999). P. 74


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status and is referred to as a “Society” DAWN Canada became
incorporated and received “Society” status and their Letters Patent in
1992.



Should your non-profit organization become incorporated?
Reasons to become incorporated:
Funding - “Before they give you any money, almost all funders require that
                you are a Society (are incorporated) or in the process of
                becoming one. This includes all levels of government and
                foundations.”7

Creating bylaws and constitution - “Another good reason to go to the
                trouble of passing a mandatory constitution (required by the
                [Corporations Canada] Society Act) and by-laws is that it forces
                you to be very clear about who you are, what you hope to do,
                and how you propose to do it.”8

Legal protection - Generally individual members are not held personally
                responsible for legal obligations of the organization.



Reason not to become incorporated
Cost – one time application fees (about $200), yearly filing of annual
                summary (about $30).

7
 Joan Meister, Society Status Pros and Cons In DAWN ING: How to Start and Maintain a Group. Joan Meister and
Shirley Masuda. Eds. DAWN Canada. (1999).P 70
8
 Joan Meister, Society Status Pros and Cons In DAWNIN G: How to Start and Maintain a Group. Joan Meister and
Shirley Masuda. Eds. DAWN Canada. (1999).P 70



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Paper work - there are a lot of forms to fill out for the application to
                incorporate, and there is a requirement to submit Income Tax
                forms and for annual reporting.

Lack of flexibility - Organizations must be structured and run according to
                the provincial, territorial or federal laws, bylaws and other rules.




What is a Constitution?
            When applying for the Letters Patent the organization must

                    provide a list of objectives (goals) the group would like to
                    reach. These objectives or goals are often called a
                    constitution.

              A constitution describes your organizational goals in the best
                
              of all possible worlds- like you had enough money and
              energy to do all the stuff there is to do for women with
              disabilities…. this is the place where you state your
              intentions. This is also the place where you can declare
              yourself to be as diverse, feminist and cross disability as you
              are going to be. 9
What are By-Laws?
Bylaws are the legal rules that state the rights and responsibilities of
members and directors of an organization. Bylaws are a very important.


How to become an incorporated non–profit organization?
This can be done at the provincial, territorial or federal government levels.
DAWN Canada is registered federally because its members are across
Canada. DAWN Canada is incorporated under the Canada Corporations
9
 Joan Meister, Society Status Pros and Cons In DAWN ING: How to Start and Maintain a Group. Joan Meister and
Shirley Masuda. Eds. DAWN Canada. (1999).P 71



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Act. Please see the appendix for a list of contacts for incorporation at the
provincial, territorial and federal levels.


How does the organization keep incorporated status?
The organization must file (fill out and send in) an Annual Summary.
Federally incorporated (like DAWN Canada) must send the Annual
Summary to Corporations Canada. The Annual Summary form is mailed
out by Corporations Canada to federally incorporated non-profit
organizations every year on March 31st. The Annual Summary covers the
time period between April 1st of one year to March 31st of the next. The
form must be filed by June 1 st of each year.

Failure to file the Annual Summary form is an offence. The non-profit
organization could be fined. Failure to file for two consecutive years can
mean the organization loses its incorporated status.

Other things the organization must do according to the Canadian
Corporations Act are mentioned later.



Is an incorporated non profit the same as a charity?
No. Charity status means a non-profit organization does not pay income
tax and is able to issue charitable tax receipts. This means people who
donate money to the organization receive a tax receipt which can be
claimed on their Income Tax. Charitable organization status is applied for
from the Canada Customs and Revenue Agency (CCRA). It is only given
to organizations whose goals are one or more of the following: “relief of




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poverty, advancing education, advancing religion, and activities beneficial
to the community as a whole.”10




Stewardship - Structures and Responsibilities.


Stewardship –How the Organization is Run
Stewardship is managing or running the organization. This is done by a
person, or group of people, who use the tools of good governance to
control the direction, course and conduct of the organization. Good and
effective stewardship (management) allows the organization to meet its
goals, to be trusted, and to continue running. 11



Who are the people responsible for the stewardship of the non-profit
organization?
If the non-profit organization is unincorporated then this decision is left to
the members. Stewardship could be the responsibility of a collective, or it
could be one person.

If the non-profit organization is incorporated, like DAWN Canada, the
stewardship is directed by the organization‟s bylaws. It is the responsibility
of the board of directors to run the organization according to the bylaws.




10
  Kobewka, Sid.( 2001 ). Vo lunteers. LawNo . August/September
11
  Bu ild ing on Strength: Improving Governance and Accountability in Canada’s Vo luntary Sector”, Report of the
Panel on Accountability and Governance in the Vo luntary Sector (Broadbent Report) Ottawa 1999.


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Why are bylaws important?

Bylaws are the most important legal structure of the organization. It is very
important that all members and especially board members understand and
follow the bylaws. Bylaws are important for the creation of good
governance, democratic accountability, fiscal responsibility and strategic
planning. Failure to follow the bylaws could result in legal consequences
and could effect the ability of the organization to survive


What are bylaws used for?
Bylaws are used to:
    Give the Board of Directors power to make decisions on behalf of the
     organization.
      Prevent one person or a group of people from taking control of the
       organization and making decisions without the agreement of the other
       members.
      Allow all members to know how the organization makes decisions


Who makes the bylaws?
   Corporations Canada has a minimum number of conditions that non-
    profit By-laws must deal with.
      The Board of Directors collaborates with members to write bylaws
       which first must meet Corporation Canada‟s requirements and then
       meet the needs of the organization. .
      Membership of the organization must agree to the bylaws and any
       amendments (changes) to the bylaws.
What do the Bylaws address?
Corporations Canada has number of things that bylaws must address.
These include membership, how meetings must be held, how decisions are
made at the meetings (quorum (the number of members needed to vote
make legal decisions), notice and voting rights), the duties and rights of


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directors, officers, and committee members, the appointment of an auditor
and how bylaws are changed.


Where can I find more information on bylaws?
Please see the Appendix for provincial, territorial and federal contacts.



The Bylaws of DAWN CANADA
DAWN Canada‟s bylaws cover the following:

                Article I - Membership
                Article II - Termination (ending) or withdrawal of
                 membership
                Article III - Meetings of Membership
                Article IV – Proxies
                Article V – Directors And Officers
                Article VI – Duties of the Board of Directors
                Article VII – Duties of the Officers
                Article VIII - Replacement and Removal of Directors
                Article IX - Office of the Society
                Article X - Committees
                Article XI - Financial Statement of the Society
                Article XII - Fiscal Year and Funds
                Article XIII – Maintenance of Minutes and Other Books and
                 Records
                Article XIV – Inspection of Records of the Society
                Article XV – Alterations of the Bylaws


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A plain language and copy of DAWN‟s current bylaws is in the appendix.
It is important to know that DAWN’s current bylaws may be revised
(changed) by members at the 2006 Annual General Meeting (AGM).
You will receive a plain language and legal language copy of the revisions
(changes) that have been passed by the membership of DAWN.

What is a Board of Directors?
The Board of Directors are the people who have the power to manage the
organization. Federally these powers come from the Canadian
Corporations Act and the organization‟s own bylaws. These powers allow
the Board of Directors to:

      Make sure the goals of the organization are met
      Make long range objectives and strategic plans
      Be responsible for areas of the organizations operations
      Make sure the organization runs well
      Make sure the organization has financial stability
      Supervise all staff


Who can be on the Board of Directors?
This varies according to an organization‟s bylaws. DAWN Canada‟s
current bylaws state that members of the Board of Directors must be
members of DAWN Canada.




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How do people get on a Board of Directors?
People can be appointed or elected to a Board of Directors. They do not
need to be members of the organization, unless required by the
organization‟s bylaws.

DAWN Canada‟s bylaws state that the board of directors will be elected by
members. Those on the Board of Directors must be members of DAWN
Canada.



How Many People are on the Board of Directors?
1. Corporations Canada Act requires at least 3 people on the Board of
     Directors. (provincial and territorial acts may be different).

2. The by-laws of the organization will say how many additional people will
     be on the board of directors.

Currently DAWN Canada‟s bylaws state that there shall be a minimum of 7
and a maximum of 12 members on the Board of Directors (Art. V 1.A)



How is the Board of Directors organized?
The bylaws of the Corporations Canada Act ensure that the board has
power to make decisions on behalf of the organization. The bylaws also
make sure that while “the board, as a whole, has a great deal of power, the
individual director, when acting alone, has almost no power.” 12




12
  Industry Canada. (2002). Peter Broder. Ed. Primer for Directors of Not-fo r –Pro fit Corporations: Rights, Duties
and Practices P.3


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Who are the Officers of the organization?
Once the Board of Directors is elected by the members, the Board will elect
officers. Officers must be members of the Board of Directors. DAWN
Canada‟s bylaws state that the officers will be elected at the first Board of
Directors meeting held after the Annual General Meeting. Currently,for
DAWN Canada, the officers and some of their duties are;

Chairperson – will run all meetings of members, directors and executive
             officers. She will be a non-voting member of all committees

Past Chairperson – will provide a connection for a smooth transfer from
             the previous board to the new board

Vice Chairperson - she will take on the duties of the Chairperson if she is
             not there. She is responsible for the communication between
             and among DAWN Canada members. She will be the link
             between DAWN Canada and other organizations.

Treasurer - she will have custody of all money, obligations and contracts.
             She will prepare annual budget and monthly and annual
             statements.

Secretary - organizing and recording all general and special meetings,
             meetings of directors and officers. Look after seal, papers,
             member lists, and other documents belonging to the society.

adapted from Article VII –Duties of the Officers, Bylaws of DAWN( DisAbled
Women’s Network) Canada 1994




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How long can a member be on the Board of Directors?
Currently DAWN Canada members elected to the board to directors can be
a director for 1 or 2 year terms. This will be decided at the first Board of
Directors meeting held after the Annual General Meeting.


Stewardship – Legal Responsibilities, Fiduciary Duties and Rights of
the Board of Directors


Board of Directors’ Legal Responsibilities
Board of Directors have a number of legal responsibilities. These legal
responsibilities include, but are not limited to the following

1) Board of directors are responsible for making sure the organization
meets the requirements of the Corporations Canada Act – this includes

      Filing an Annual Summary with Corporation Canada
      Notify Corporations Canada of change in head office location

      Give any changes to general by-laws that are already approved by
       membership to Corporations Canada for approval by the Minister
      Make sure the necessary records are kept by an officer. These
       include:
             a copy of the Letters Patent [letter giving the organization
              incorporated status], any Supplementary Letters Patent and all
              by-laws of the corporation
             the names of all persons who are or have been members
             the address of each such person while he/she is a member
             the names, address and occupations of all persons who are or
              have been directors, and the dates upon which each became or
              ceased to be a director


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        Make sure the organization keeps adequate accounting records at
         the Head Office of the corporation (Section 117 of the Act).
        Must appoint an auditor at the Annual General Meeting. The auditor
         is to go over financial and accounting records for the year and report
         back at the following Annual General Meeting
        make sure the organization and all members follow the constitution
         and the bylaws


Director General's Power of Investigation and Inquiry
The Director General, Corporations Canada, has the power to inquire into
alleged contravention of the Act by a not-for-profit corporation. Where, for
instance, it is brought to her attention that a corporation fails to hold annual
meetings or to keep proper books and accounting records, or fails to
appoint auditors, the Director General may conduct an inquiry and, where
necessary, use the remedies available to her under the Canada
Corporations Act to enforce compliance.

Board of Directors’ Fiduciary Duties
Board of directors also have a “fiduciary duty.” This means to act and
make decisions that are best for the organization, and is an obligation of
loyalty, honesty and good faith13

Fiduciary duty is divided into three groups

Duty of care – doing the best you can with the set of skills and knowledge
                 you have. According to the Canadian Corporations Act “there
                 is no duty for directors to have a particular skill level. They are

13
  Industry Canada. (2002). Peter Broder. Ed. Primer for Directors of Not-fo r –Pro fit Corporations: Rights, Duties
and Practices P.14



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                 only required to act within their particular knowledge and skill
                 level.”14

                 Duty of care includes:

                     Making decisions using appropriate material
                     Getting advice to help make decisions – including lawyers,
                      accountants
                     Oversee the things the organization does15


Duty of diligence – means a director is required to attend meetings and to
                 “become fully informed as possible regarding all aspects of the
                 corporation (organization), including any issues that affect the
                 corporation.” 16

                 Duty of diligence includes:

                     Ensure that the board of directors meets regularly
                     Be at meetings of the board of directors when possible
                     Be informed about any decisions you must make. This
                      means make sure you have enough time and information to
                      make good decisions
                     Vote for what you feel is the best decision – this isn‟t always
                      with the group
                     Read over minutes of meetings

14
  Industry Canada. (2002). Peter Broder. Ed. Primer for Directors of Not-fo r –Pro fit Corporations: Rights, Duties
and Practices P.17
15
  adapted from Industry Canada. (2002). Peter Broder. Ed. Primer for Directors of Not -for –Profit Corporations:
Rights, Duties and Practices P.3
16
  Industry Canada. (2002). Peter Broder. Ed. Primer for Directors of Not-fo r –Pro fit Corporations: Rights, Duties
and Practices P.17



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                     Make sure minutes of meetings are accurate (correct ). This
                      means the same as what was talked about and decided
                      upon at the meeting
                     Carefully read over all financial reports
                     Help with deciding on annual budget and strategic planning
                      (planning how to reach organizations goals in the future)
                     check on and manage staff person(s)
                     know the organization‟s guidelines for dealing with different
                      issues (eg. conflict of interest)
                     know the organization‟s constitution and bylaws. This
                      includes calling annual general meetings and providing
                      members with information like the meeting‟s agenda (list of
                      what will be discussed)
                     be aware of the laws affecting the organization
                     get legal and accounting advice when needed
                     vote for officers 17


Duty of Loyalty - “Directors must act with honesty and good faith in what
                 they reasonably believe to be the best interests of the
                 corporation.”18

                 Directors must

                     Tell the truth about what they do with the organization
                     Be committed to the constitution and organization‟s mission
                      statement

17
  Industry Canada. (2002). Peter Broder. Ed. Primer for Directors of Not-fo r –Pro fit Corporations: Rights, Duties
and Practices P.17-18
18
  Industry Canada. (2002). Peter Broder. Ed. Primer for Directors of Not-fo r –Pro fit Corporations: Rights, Duties
and Practices P.21



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                     Resign if they have any personal prejudices or beliefs that
                      are not the same as the organization‟s mission
                     Place interests of the organization above their own
                     Actively avoid any potential or appearance of conflict of
                      interest
                     Meet the organization‟s reporting responsibilities with
                      honesty and good faith.
                     Accurately report organization‟s financial and other positions
                     Keep adequate and accurate written track of account,
                      (money) records, and meeting minutes of the organization
                     Make sure all board decisions follow the bylaws
                     Accurately portray the organization‟s programs and
                      objectives to the general public and government authorities
                      who ask
                     Do not disclose confidential (private) information19


Who do Directors have a Duty to?
The directors have a duty to themselves, to the organization, its members,
to Industry and Corporations Canada, funders, and the public.

Failing these duties could result in not being elected to the board again,
being removed from the board, and in extreme cases there could be legal
consequences. Ultimately, the success of the organization depends, in a
large part, on the Directors successfully carrying out their duties.




19
  Industry Canada. (2002). Peter Broder. Ed. Primer for Directors of Not-fo r –Pro fit Corporations: Rights, Duties
and Practices P.21-22



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Rights of Directors
As previously noted, the Directors have responsibilities and the power to
meet these responsibilities. It is important that each director knows their
rights so they can get the information they need to meet their
responsibilities. These rights are protected by The Canadian Corporations
Act and the organization‟s bylaws.

Directors have the right:

        To look at and copy all the books, records and documents
        To inspect property owned or used by the corporation
        To have advance notice of all board meetings (the length of notice for
         DAWN Canada is written in the bylaws)
        To see all minutes and any financial statements presented at any
         meeting she has missed. She has the right to raise objection to any
         of this information.
        To vote at all board of directors meetings (exception ex-officio and
         honourary directors )
        To vote on the approval of the minutes of previous meetings and to
         disagree with the accuracy of the minutes20


About DAWN Canada’s Board of Directors
(from DAWN Canada‟s Board Pack 2005 draft, by Monika Chappell)


How does the board work?
DAWN Canada has a governance board that sets the broad framework and
policy for the Society [Corporation]. This policy is then carried out by the
Society‟s [Corporation‟s] staff and volunteers, under the supervision of the
20
  adapted from Industry Canada. (2002). Peter Broder. Ed. Primer for Directors of Not-for –Profit Corporat ions:
Rights, Duties and Practices P.46 – 48



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National Coordinator [NC]. The NC is appointed by the board and is
responsible to the board for carrying out the board‟s instructions and
meeting the board‟s objectives.

DAWN Canada's directors act as a conduit for information and
resources/opportunities between the national board and affiliated groups
and provincial/territorial affiliates. DAWN Canada's directors do not have
specific duties in the administration of the Society (though some also
choose to volunteer their time in this area). Instead, they look out for the
bigger picture, working to define the Society‟s objectives and monitoring
their achievement (the “ends”), while also overseeing and scrutinizing the
Society‟s activities (the “means”).

The board‟s governance structure allows it to focus on ensuring that the
needs of the Society‟s membership are met in an empowering and
appropriate manner. Structures are in place to help accomplish this (see
below).

How much time is involved?
Board members should expect to volunteer 10 hours per month. Each
month typically includes one 2-hour board meeting, about 1-2 hours of
preparatory work for meetings, and additional time for committee work and
other duties that directors might undertake, occasionally a 2-hour board
workshop may also be included. For example, some board members might
represent the Society on outside committees; speak at public events, etc.

How often does the board meet?
The board presently meets about once per month for a formal business
meeting, usually by teleconference. Much of the business of the society


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takes place in a virtual board room online where issues are discussed and
solutions are put forward. Decisions are ratified [approved and passed] at
formal meetings.

Does the board have committees?
The board normally works with the following committees:

      The Finance Committee prepares the annual budget in collaboration
       with the National Coordinator, and monitors financial progress on an
       ongoing basis.
      The Strategic Planning Committee will oversee the production of a
       three year Strategic Plan for the Society.
      The Personnel Committee manages the contract for the National
       Coordinator conducts their performance review, and may provide
       support to the NC on other personnel issues.
      The Equality Rights Committee oversees socio-legal issues with an
       eye to whether or not DAWN Canada might involve themselves in a
       particular legal case.
Board members may also serve on committees and working groups formed
under the authority of the NC on administrative matters, such as a Young
Women's committee, Health Issues Committee.

Being a Board Member - What skills are desirable?
DAWN Canada seeks a broad range of interests, skills, and experience in
its board members.

We are especially interested in board members with experience in
empowerment & advocacy, non-profit management, fundraising, and
government relations. Board members can expect to do a modest amount
of public speaking about the organization, and will represent the Society
[Corporation] at community events, open houses, and the like.


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You can do it! - Ask for help and guidance! Just do your best in an
honest and ethical way!




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Good Governance Practice
What does good governance look like?
In 2001 Mel Gill wrote a report on the do‟s and don‟ts of good governance.
This report was based on studying the governance of twenty Canadian
non-profit organizations. The study pointed out what effective boards did to
help the organization reach its goals.



Keys to Success (and Exemplary Practices)
1. Strong board and staff leadership.
2. A positive working relationship between the executive director (or
   National Coordinator) and the board that is :




      board roles; and/or


3. Roles, relationships and expectations of the Board, individual board
   members and the CEO (or National Coordinator)are clear. Note: Clarity
   (the clearness) of roles and the expectations and motivations that board
   members bring to them appeared to be at least as important to good
   governance and organizational effectiveness as the particular
   governance model employed.

4. A high level of agreement on organizational values, purpose and
   objectives ( goals).

5. Respect for organization‟s way of doing things and board decisions;
   playing by the rules and as a team.

6. Good board development practices (orientation, training, team-building,
   sound board member recruitment practices, good meeting
   management).



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7. Regular assessment of the effectiveness of these practices, the
   performance of the board, its individual members and the CEO (or
   National Coordinator) .

8. Consensus or near-consensus decision-making rather than majority rule.

9. A high level of trust and teamwork & a low level of (interpersonal/role)
   conflict.

10.Good conflict resolution policy and skill within the board, between the
   board and CEO( or National Coordinator) and conflicts of interest on the
   part of board members.

11. A good balance between organizational stability and adaptation to a
  constantly changing environment.

12. Effective management of meetings and board work (a board work plan,
  agendas circulated sufficiently in advance of meetings, board members
  well prepared, effective chairing, respect for rules of order, fact-based
  consensus ( everyone agrees on a decision) or „near consensus‟
  decision-making)




Another example of good practice comes from The Panel on Accountability
and Governance in the Voluntary Sector which published a Final Report on
“Building on Strength: Improving Governance and Accountability in
Canada‟s Volunteer Sector.” Chaired by Ed Broadbent, this report, written
in 1999, contains information gathered from many meetings with the
volunteer sector, and many written documents. It is in non-academic
language and very practical.




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Feminist Practice


The Feminist Dozen: 13 Feminist Principles for Healthy Feminist
Organizing

These principles (goals, ideals) came from a project of the Ad Hoc
Committee of Equality Seeking Organizations coordinated by the Provincial
Advisory Council on the Status of Women. The principles were “
informed by decades of women‟s experiences and understandings of
feminism and feminist organizing.” 21

Accountability
The feminist principle of accountability means we hold ourselves
responsible to the women we work for and with in our pursuit of equality
and inclusion. We are accountable through our practice of feminist
principles and our commitment to feminism as our basis of unity.

Advocacy
The feminist principle of advocacy means supporting or recommending a
position or course of action that has been informed by women‟s
experiences in our efforts to bring about equality and inclusion. Advocacy
may take place through a variety of actions and strategies, ranging from
demonstrations and protests to meetings and dialogue.

Challenge and Conflict
The feminist principle of challenge and conflict means that we accept
conflict as inevitable while embracing challenge as the practice of cal ling
into account, questioning, provoking thought, and reflecting. W hen we are
committed to respectful ways of challenging and healthy conflict resolution
processes, we deepen our individual and collective understanding.

Choice
The principle of choice means that we respect, support and advocate for
women‟s individual and collective right to make our own decisions about
our bodies, our families, our jobs and our lives. The right to choose is
integral to the feminist pursuit of social, legal, political, economic and
cultural equality for women.

21
     Michelle A. Smith. Feminis m the Basis of Our Unity. P. 5


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Consultation
The feminist principle of consultation means working collaboratively,
seeking guidance and sharing information to develop strategies and actions
to advance women‟s equality.

Diversity
The feminist principle of diversity means that we respect, accept and
celebrate our individual and collective differences as women, including
those based on age, race, culture, ability, sexuality, geography, religion,
politics, class, education and image, among others.

Education and Mentoring
The feminist principle of education and mentoring means creating
opportunities to guide, counsel, coach, tutor and teach each other.
Constantly sharing our skills, knowledge, history and understanding makes
our organizations healthier and more effective in our pursuit of equality and
inclusion.

Equality and Inclusion
The feminist principle of equality and inclusion means, as feminist
organizations, we apply a feminist analysis to policies, programs, practices,
services and legislation to ensure they are inclusive of women and other
marginalized groups. We advocate for equity practices to eliminate the
barriers to inclusion, recognizing that inclusion leads to equality.

Evaluation
The feminist principle of evaluation means taking the time to reflect upon
whether we are achieving what we set out to do as well as how we are
going about it. Evaluation presents an opportunity to examine the work that
we do and the feminist principles, practices and processes that guide and
inform this work.

Joy and Celebration
The feminist principle of joy and celebration means that we honour each
other and our work through sharing joy and celebrating our commitment to
woman-centred, feminist principles, practices and processes.

Leadership



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The feminist principle of leadership means embracing and sharing the skills
and knowledge of individual women, and providing opportunities for all
women to develop their leadership potential. As feminist organizations, we
invest power and trust in our leaders with the expectation they will draw
upon feminist practices and processes in our efforts toward equality and
inclusion.

Power Sharing
The feminist principle of power sharing means we are committed to
creating balanced power relationships through democratic practices of
shared leadership, decision-making, authority, and responsibility.

Safety
The feminist principle of safety means we are committed, as women and
organizations, to creating environments where all women feel comfortable
and safe to participate in our work toward equality. We build safety through
healthy practices of inclusion, respect, self-care and confidentiality.

(From Feminism: Our Basis of Unity (PDF)
http://www.pacsw.com/boureport.html
Author Michelle A Smith// NL Provincial Advisory Council of the Status of
Women)


The Challenge of Developing a Feminist Disability Practice Of Good
Governance
BOARD OF DIRECTORS: A COOPERATIVE APPROACH                  -   Maria Barile    -
Chairperson of Actions des femmes Handicapees de Montreal

       The traditional Board of Directors originated emerges from the profit-
making corporations, which are lucrative businesses. Corporate directors
are elected by stockholders. These Boards of Directors are traditionally
made up of a President, Vice-President, Secretary, Treasurer, and
Members at Large, each of which takes on required tasks. As well, these
corporations have paid staff that performs the daily operations according to
orders sent down by the board. This corporate model was created by
privileged able bodied men with highly paid jobs and time at their disposal.

      Women's movement organizations working for social change and
Self-help movements have inherited this model, and to my experience were

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never quite successful in assuring that the majority of grassroots members
were running the organization while following the corporate model. That is,
either the Board of the Organisation had non-members with time and power
on the Board which governed it. Or, if they had staff, the staff was really
making important decisions instead of the Board. Worse yet, the
organization dies out after those who started it leave.

      My experience has been that some organizations fail in their attempt
to use this model, for the following reasons:



   1. Social change organizations do not have at their disposal the
      financial and human resources that corporations have.

   2. Most of the membership of social change organizations are there for
      support and self-help, and therefore are there to meet personal
      needs. When these needs are not met, their dissatisfaction turns into
      personal conflict or a power struggle.


   3. Unlike profit-making corporations, these organizations are subject to
      the states financial and funding agencies requirements. Thus, there
      are limitations imposed on the elected Board of Directors' ability to be
      totally independent in their responses to memberships priorities


      On a personal level, most of the people on the Boards of these
organizations have other professional occupations and personal lives. So,
unlike the members of a corporate Board their personal energy level is not
as high. For example, in Women's organizations, the women may have
family responsibilities. In the case of organizations of persons with physical
disabilities, there may be physical, human (attitudinal), and architectural
barriers to their full involvement. Most often than not these barriers are
double for women with disabilities.




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       Last, but not least is the reality that social change comes slowly, and
is often unsupported by those in power. Thus, the socio-political structure
may not support group‟s ideas and request thus goals are not attained. For
example: funding freezes, delays imposed by political factors, ie
elections, grant applications rules and requirements imposed by funding
agencies funders‟ interference in group activities or criticism and
comparison of one group to others. These tactics all contribute to defeat
the spirit, of the board of directors

    So what are options open to social change groups and/or
movements?

    a) That only those with the time, energy and skills required take on the
       responsibility of serving on Boards.

    b) Those boards of directors change their structures and give priority
       only to the issues where board members have skills and interests? In
       other words, that board determines the tasks to be done in
       accordance with the skills of those elected.

    c) When important tasks cannot be performed by those elected to the
       board, it should have the option of appointing a non-elected member
       to work together with an elected member.

    d) Board should have option of bringing in specific individuals for
       purpose of reaching out to individual groups


       The advantage of task sharing is that most tasks cannot be
completed by only one person. Especially in the case of women with
disabilities whom more often than not face multiple barriers and the reality
of internalized oppression, isolation and lack of knowledge in structure of
power.
Recognizing this factor at the onset will help those among us who have
tendencies to either fear that we can not do things and on the others those
with super women identity and take on too much

Board may want to explore a collaborative board whereby board titles and
tasks are co-shared this will ensure that:



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   1.   each individual women has the support she needs to accomplish
        tasks
   2.   that the task is done regardless of what happens in the lives of
        individual women
   3.   that values of feminism mentioned on page (26- 27) are promoted in
        all practices of the organization
   4.   collegial interaction will promote better human understanding and
        less organizational stress.

When tasks/ positions are shared the personalities of those working
together must be compatible. Or at least there has to be an understanding
to keep the fulfilling the task of the organization as the final vision; this can
happen if clear guidelines are set for each person‟s responsibilities

       If DAWN Canada opts for this it will have the means to promote one
of its most important goals: that of self-determination for women with
disabilities. This will allow the women to maintain full control of the decision
making body. As DAWN Canada embarks on “her” attempt to find an
administrative structure that eliminates systemic barriers to self-
determination it is hoped that the membership will take on an active role in
making this cooperative approach.



Together DAWN Canada will be “Thriving”




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Appendix
DAWN Canada’s Current Bylaws in Plain Language
(adapted to plain language - not a legal document) - to be revised at the
2006 AGM.

Article I - Membership

Active          open to all women with disabilities, and organizations run by
                women with disabilities, who live and Canada and agree with
                the objectives of DAWN Canada‟s constitution. Active
                members have a voice and vote in all meetings of DAWN
                Canada.

Supporting - open to all women (and organizations run by women) in
                Canada who agree with the objectives of DAWN Canada‟s
                constitution. Supporting members have a voice, but no vote, in
                all meetings of DAWN Canada.

Sustaining - open to any person or organization that supports the
                objectives of DAWN Canada‟s constitution. Can attend
                meetings at the invitation of the Chairperson of the meeting.
                Those who attend meetings can have a voice if the Chairperson
                says it is okay. Not entitled to vote at meetings.




Provincial and Territorial Affiliate Group Membership - open to one
                provincial or territorial group of women with disabilities per
                province or territory. This group must be controlled by a Board
                of Directors and made up of women with disabilities. This


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                                                                  DAWN Canada
                  group must agree with, and follow the objectives in DAWN
                  Canada‟s constitution and bylaws. Elected Representatives
                  (delegates) have voice and vote at all general meetings of
                  DAWN Canada. Once a year, the group must give a mailing list
                  of their members to DAWN Canada.22




Article II - Termination or Withdrawal of Membership – members who
                  wish to withdraw from DAWN must notify the Board of
                  Directors in writing - members will be considered to no longer
                  be members if they fail to pay annual membership
                  dues(fees,money) – Fees are set by the Board of Directors. If
                  fees are in place then members pay what they can afford. The
                  Board of Directors may decide to waive fees. Members may
                  be expelled (asked to leave) from DAWN by a special
                  resolution (decision) at a general meeting. At that meeting the
                  member has the right to speak for herself about the decision.

Article III - Meetings of the Membership

Annual General Meetings (AGM)
  - held during the month of May every year. The month can be changed
     by the Board of Directors.
  - A quorum ( the lowest number of active members needed for
     decisions to be legal. ) for the AGM is 10 active members
  - At the AGM the following must be presented
  - Report of DAWN‟s activities and financial statement from previous
     year
  - New bylaws or changes to existing bylaws for approval by
     membership
22
     adapted from Art icle 1, Bylaws of DAWN Canada: DisAbled Women’s Net work Canada


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   - Other important materials and information about DAWN from the
     Board of Directors
   - Items that members want to discuss ( they must have notified the
     Secretary before the AGM)
   - Any other business about DAWN that majority of members wish to
     discuss
   - Election of a new DAWN Canada Board of Directors
Special General Meeting
Can be called by Board of Directors at anytime
Can be called by written request Board of Directors by 10% or more of the
members
A quorum for a Special General Meeting is 15 active members

General Meetings
  - Held at least every six months
  - At least 14 days written notice which shows the time, place, and
    purpose of the meeting

Regulations (Rules) Governing Meetings
-Simple majority (51%) of active members is required for adoption of
regular resolutions (decisions)
   - Special resolutions need 75% majority and written notice of the
      resolution must be given at least 14 days before the meeting
   - All meetings are run according to Bourinots Rules of Order.

Article IV - Proxies ( Voting if you can’t attend a meeting)

   - With a proxy you can appoint a woman (she doesn‟t have to be a
     member) to vote for you
   - A proxy must
   - Written by a member or her attorney – it is valid for 3 months from its
     date
   - contain date of appointment, the name of the woman appointed and
     how the proxy should be used.
   - To be revoked ( take it back) written notice must be given by
     member or her attorney and give to the DAWN Canada office before
     the meeting or the Chairperson at the meeting




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Article V - Directors and Officers

                The Board of Directors shall be made up of women with
                 disabilities and consist of the following officers: Chairperson,
                 Past Chairperson, Secretary, Treasurer, Members At Large
   -   must be 7-12 members elected to Board of Directors
   -   must be women with disabilities and members of DAWN Canada
   -   will be elected at AGM
   -   quorum for a meeting of Board of Directors is 3 members who must
       be Chairperson, Past Chairperson, Secretary, or Treasurer.
   -   Will hold terms of 1-2 years as decided at first Board of Directors
       meeting


Article VI - Duties of the Board of Directors

   - Responsible for carrying out business and activities in a way that fits
     with the purposes and objectives (constitution) of DAWN.
   - Directors will not profit ( get money) for position. Reasonable
     expenses may be paid
   - Resolutions (decisions) passed by the Board my be vetoed (
     refused) by a special resolution in a General Meeting of DAWN
     Canada
   - Minutes will be available for board members to check
   - Paid employees will be hired by the board under terms decided by
     the board
   - Board meetings may be called by the Chairperson with at least 7
     days notice
   - Board meetings are open to all active and supporting members.
     Sustaining members may attend if invited by the Chairperson


Article VII - Duties of Officers

 Chairperson – will run all meetings of members, directors and executive
                officers. She will be a non-voting member of all committees



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Past Chairperson – will provide a connection for a smooth transfer from
                the previous board to the new board

Vice Chairperson - she will take on the duties of the Chairperson if she is
                not there. She is responsible for the communication between
                and among DAWN Canada members. She will be the link
                between DAWN Canada and other organizations.

Treasurer - she will have custody of all money, obligations and contracts.
                She will prepare annual budget and monthly and annual
                statements.

Secretary - organizing and recording all general and special meetings,
                meetings of directors and officers. Look after seal, papers,
                member lists, and other documents belonging to the society.




Article VIII - Replacement and Removal of Directors

                   Vacancies on the Board may be filled by the Board until
                    membership can vote at the next general meeting
                   Vacancies happen if a Director stops being a member of
                    DAWN or a Director misses three consecutive meetings of
                    the Board without telling the Board she going to be absent
                   DAWN Canada may through a special resolution remove a
                    Director


Article IX - Office of the Society

                   Must be in Canada




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Article X - Committees

                   Committees shall be created by the Board and membership
                   Women on the committees will be elected by the Board or
                    membership


Article XI - Financial statement of the Society ( DAWN Canada)

                   At the AGM Directors must present, to members, a financial
                    statement showing income and expenditures, assets and
                    liabilities of DAWN Canada for the previous fiscal year.
                   Auditor will be appointed by the Board at the AGM


Article XI - Fiscal Year End and Funds

                   Fiscal year is from April 1st of each year to March 31 st of the
                    following year
                   All funds (money) of DAWN Canada will be deposited in
                    DAWN Canada‟s name at a credit union. Which credit union
                    will be decided by the Board of Directors
                   The Board of Directors have the power to borrow or raise or
                    secure the payment of money in a way that fits with DAWN
                    Canada
                   The authorized signatories ( people who can sign their
                    name ) are the Treasurer and any of the following
                    Chairperson Past Chairperson Vice Chairperson Secretary
                    Staff Member(s) ( as authorized by Board of Directors)
                   Every document related to money must be signed by the
                    Treasurer and any other person authorized to sign.


Article XIII - Maintenance of Minutes and Other Books and Records

                   Directors will make sure that meeting minutes and other
                    necessary records and books require by the Bylaws of



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                       DAWN and the requirements of Corporations Canada are
                       properly kept by the Secretary


Article XIV - Inspection of Records of the Society (DAWN Canada)

                      The books and records of DAWN Canada will be open for
                       inspection (look over, check) by members at all reasonable
                       times at DAWN Canada‟s office


Article XV - Alternations of the Bylaws

                      The Bylaws of DAWN Canada my only be altered (changed)
                       by special resolution ( see article III.4.B)




Provincial, Territorial and Federal Contacts for Incorporation


Federal
Canada - Industry Canada and Corporations Canada
Websites – www.strategis.ic.gc.ca or www.corporationscanada.ic.gc.ca
Other ways to contact Industry Canada
 Headquarters

 9th Floor, Jean Edmonds Tow ers South
 365 Laurier Avenue West
 Ottaw a ON K1A 0C8
 General Inquiries: (613) 941-9042
 Fax: (613) 941-0601
 Toll-free: 1-866-333-5556
 Email: Corporations Canada (Please provide contact name, email address, business address,
 telephone number and fax number).
 Business hours from 7:30 a.m. until 8:00 p.m. (Eastern Standard Time)

 Montréal




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                                                                      DAWN Canada
 Suite 700
 5 Place Ville-Marie
 Montréal QC H3B 2G2
 Tel.: (514) 496-1797
 Fax: (514) 283-2247

 Vancouver

 Suite 2000
 300 West Georgia Street
 Vancouver BC V6B 6E1
 Tel.: (604) 666-9875
 Fax: (604) 666-4274

 Toronto

 151 Yonge Street
 Toronto ON M5C 2W7
 Tel.: (416) 954-2714
 Fax: (416) 973-8714



 If you cannot find the information you are looking for, you can
 contact the Help Desk using one of the follow ing methods:

 Internet: Ask the Help Desk
 Telephone: (613) 954-5031
 Toll Free: 1-800-328-6189 (Canada)
 Toll Free Hearing Impaired only TTY: 1-866-694-8389

 Business hours are 8:30 a.m. to 5:00 p.m. (Eastern Time),
 Monday to Friday. Outside of these hours, you are invited to
 leave a voic e message.




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 Contacts For Provincial and Territorial Incorporation
 Contacts are listed under general information then provincial registrar at
 http://corporationscanada.ic.gc.ca or you can go straight to it through
 http://corporationscanada.ic.gc.ca/epic/internet/incd-dgc.nsf/en/cs01134e.html
           Alberta

 Alberta Registries
 Corporate Registries
 Box 1007 Station Main
 Edmonton AB T5J 3W3
 Telephone: (780) 422-7330
 Fax: (780) 422-1091
 E- mail: Alberta.Registries@gov.ab.ca
 Internet: Alberta's Governement Services, Corporate Registries http://governmentservic es.gov.ab.ca/




           British Columbia

 Ministry of Finance
 Corporate and Personal Property Registries
 P.O. Box 9431, Stn PROV GOVT
 Victoria BC V8W 9V3
 Telephone: (250) 387-7848
 Fax: (250) 356-9422
 Internet: British Columbia's Ministry of Finance, Corporate Registry http://governmentservices.gov.ab.ca/




           Manitoba

 Manitoba Consumer and Corporate Affairs
 Companies Office
 1010 Woodsworth Building, 10th Floor
 405 Broadway Avenue
 Winnipeg MB R3C 3L6
 Telephone: (204) 945-2500
 Toll Free: 1 888 246-8353
 Fax: (204) 945-1459
 E- mail: companies@gov.mb.ca
 Internet: Manitoba Finance, Companies Office http://governmentservices.gov.ab.ca/




           New Brunswick

 Corporate Affairs Branch
 Service New Brunsw ic k
 432 Queen Street
 Fredericton, N.B. E3B 1B6

 Mailing address:
 Corporate Affairs Branch
 Service New Brunsw ic k
 P.O. Box 1998
 Fredericton NB E3B 5G4
 Telephone: (506) 453-2703
 Fax: (506) 453-2613
 Internet: Service New Brunswic k http://governmentservic es.gov.ab.ca/




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           Newfoundland and Labrador

 Government of Newfoundland and Labrador
 Registry of Companies
 Commercial Registrations Division
 P.O. Box 8700, Confederation Building
 Ground Floor, East Block
 St-John's NF A1B 4J6
 Telephone: (709) 729-3317
 Fax: (709) 729-0232
 Internet: Government of Newfoundland and Labrador - Department of Government Services - Registry of Companies

 Corporate Searches are done by private agents in Newfoundland. For a list of these agents. For a list of these agents, write to
 the address shown above or you can find them on the Newfoundland and Labrador's website.


           Northwest Territories

 Department of Justice, G.N.W.T.
 Registrar, Securities and Corporate Registries
 1st Floor, Stuart Hodgson Bldg.
 5009 - 49th Street, Box 1320
 Yellow knif e NT X1A 2L9
 Telephone: (867) 873-7492
 Fax: (867) 873-0243
 Internet: Corporate Registry, Government of Northwest Territories http://governmentservices.gov.ab.ca/


           Nova Scotia

 Service Nova Scotia and Municipal Relations
 Registry of Joint Stock Companies
 Maritime Centre, 9th Floor, Box 1529
 1505 Barrington Street
 Halifax NS B3J 2K4
 Telephone: (902) 424-7770
 Fax: (902) 424-4633
 Internet: Nova Scotia's Registry of Joint Stock Companies http://governmentservices.gov.ab.ca/


           Nunavut Territory

 Department of Justice
 Legal Registries Division
 P.O. Box 1000, Station 570
 1st Floor, Brown Building
 Iqaluit NU X0A 0H0
 Telephone: (867) 975-6190
 Fax: (867) 975-6194
 E- mail: svangenne@gov.nu.ca
 Internet: Government of Nunavut website http://www.gov.nu.ca/Nunavut/


           Ontario

 Ministry of Consumer and Business Servic es
 Companies and Personal Property Security Branch
 393 University Avenue, 2nd Floor
 Toronto ON M5G 2M2
 Telephone: (416) 314-8880 or 1-800-361-3223
 Fax: (416) 314-4852
 Internet: Ontario's Ministry of Consumer and Business Services http://www.mgs.gov.on.ca/english/index.html


           Prince Edward Island




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 Consumer, Corporate and Insurance Services
 Office of Attorney General
 105 Rochford Street, 4th Floor, Shaw Building
 P.O. Box 2000
 Charlottetow n PE C1A 7N8
 Telephone: (902) 368-4550
 Fax: (902) 368-5283
 E- mail: skfurlotte@gov.pe.ca
 Internet: Prince Edw ard Island's Offic e of Attorney General http://www.gov.pe.ca/oag/ccaid-info/index.php3


           Quebec

 Direction des Entreprises
 Le Registraire des entreprises
 800, Place d'Youville, 9e étage
 Québec QC G1R 4Y5
 Téléphone: (418) 643-3625
 Fax: (418) 646-9660
 Internet: Le Registraire des entrepris es - Direction des entreprises http://www.req.gouv.qc.ca/default_eng.htm


           Quebec (Montreal)

 Direction des entreprises
 Le Registraire des entreprises
 800, Place Victoria
 Niveau Promenade, C.P. 355
 Montréal QC H4Z 1H9
 Téléphone: 1-888-291-4443 (appels provenant du Québec)
 (418) 643-3625 (appels provenant hors du Québec)
 Fax: (514) 873-6431
 Internet: Le Registraire des entrepris es - Direction des entreprises http://www.req.gouv.qc.ca/default_eng.htm


           Saskatchewan

 Department of Justice
 Corporations Branch
 1871 Smith Street, 2nd Floor
 Regina SK S4P 3V7
 Telephone: (306) 787-2962
 Fax: (306) 787-8999
 E- mail: corporations@justice.gov.sk.ca
 Internet: Saskatchewan's Department of Justice, Corporations Branch http://www.saskjustic e.gov.sk.ca/

           Yukon Territory

 Department of Corporate Affairs (C-6)
 Registrar of Companies
 P.O. Box 2703
 2130 Second Avenue
 Whitehorse YT Y1A 2C6
 Telephone: (867) 667-5442
 Fax: (867) 393-6251
 E- mail: corporateaffairs@gov.yk.ca
 Internet: Government of Yukon http://www.gov.yk.ca/




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Bibliography



AFHM ( Actions des femmes Handicapees de Montreal) ( 2005).
Information Guide to AFHM Bylaws. Rédigé par Valérie Dufour et Marie-
Eve Martin, Translation Maria Barile

“Building on Strength: Improving Governance and Accountability in
Canada‟s Voluntary Sector”, Final Report of the „Panel on Accountability
and Governance in the Voluntary Sector‟, Ed Broadbent, Chair, Ottawa
1999.


Bonisteel, Mandy and Linda Green. (2005). Implications of the Shrinking
Space for Feminist Anti-Violence Advocacy. Presented at the 2005
Canadian Social Welfare Policy Conference, Forging Social Futures,
Fredricton, New Brunswick, Canada.
http://www.ccsd.ca/cswp/2005/bonisteel.pdf

Chappell, Monika. (2005) Board Pack 2005: What You Need to Know
About DisAbled Women‟s Network Canada: DAWN Canada and its Board
of Directors. Draft

DAWN Canada. (1999). Meister, Joan and Shirley Masuda. Eds.
“DAWNING: How to Start and Maintain a Group” . Canada.
http://www.dawncanada.net/dawning.htm


Gill, Mel. ( 2001). “Governance DO‟S & DON‟TS: Lessons from Case
Studies On Twenty Canadian Non-profits: Final Report”. Institute on
Governance.

Industry Canada. (2002). Peter Broder. Ed. “Primer for Directors of Not-for–
Profit Corporations: Rights, Duties and Practices”.

Industry Canada: Corporations Canada: Not-for-Profit Organizations
(Canada Corporations Act - Part II)This section provides information about
corporations without share capital. Included in this section are forms,



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information kits, policies, the Corporations Canada fee schedule, legislation
and other related documents.
http://corporationscanada.ic.gc.ca/epic/internet/incd-dgc.nsf/en/h_cs02145e.html
or http://strategis.ic.gc.ca/epic/internet/incd-dgc.nsf/en/h_cs02145e.html
Kobewka, Sid.( 2001 ). Volunteers. LawNo . August/September



Report on Communication Strategies and Information Technology. Mexico
City, Mexico. April 2-4, 2001.
http://www.wingsweb.org/download/communication_strategies.pdf

Smith, Michelle A (2003). Joyce M. Hancock Ed. Feminism: The Basis of
Our Unity. Provincial Advisory Council on the Status of Women,
Newfoundland and Labrador. http://www.pacsw.com/boureport.html




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