ODEN AGM Invitiation and Meeting Materials 2012

Ontario Disability

Employment Network

October 18, 2012

On behalf of the Ontario Disability Employment Network I am writing to inform

you that you are invited to the 2012 Annual General Meeting (AGM) which will

take place at the Nottawassaga Inn, in Alliston, Ontario on Friday November 9th

.

The meeting will commence at 8:00 a.m. with breakfast included. The AGM

voting will be open only to members who are fully paid.

Please find attached a copy of the 2012 AGM Agenda, 2011 AGM minutes,

ORWC By-Laws and the new ODEN By-Laws.

The board of directors look forward to seeing you and thank you for your

continued support.

Yours sincerely,

Chris Guillemette

Secretary/ODEN Board Member

ONTARIO DISABILITY EMPLOYMENT NETWORK

ANNUAL GENERAL MEETING

November 8.2012 NOTTAWASSAGA INN ALLISTON

AGENDA

1. Welcome 2. Approval of Agenda -motion

3. Approve 2011 AGM minutes 4. 2012 ODEN in Review

5. Annual Financial statement -motion 6. Auditor research 2012-13 -motion

7. Board /Executive Introductions 8. Board nominations 2012-13 -motion

9. Motion to close nominations

10. Presentation of Slate of Officers 2012-13 -motion

11. Motion to accept new bylaws 12. Motion to Adjourn

Ontario Disability Network Annual General Meeting - November 4, 2011

Meeting Commenced at 8:15 a.m.

Debbie Soucie welcomed all in attendance. The ODEN Mission Statement was read.

Motion to Approve the Agenda: Mover: Mike Adair

Seconder: Cheryl Massa

Introductions of Board/Executive Introductions:

Co Chair Bob Vansickle Sarnia

Co Chair Debbi Soucie Barrie Orillia

Treasurer Cheryl Mass London

Secretary Chris Guillemette North Bay

Director Grace Parker Midland

Director Kelly Armitage Kingston

Director Richard Plummer Ottawa

Director Kate Rea Barrie Orillia

ED Joe Dale

Financial Statement, motion to approve the statement

Mover: Bob Vansickle

Seconder: Mike Adair

Motion for the Treasure and one director to research, and with board approval, appoint a financial

auditor for 2011-2012.

Mover: Bob Vansickle

Seconder: Kelly Armitage

Kate Rea will be stepping down as a Board Member and we would like to thank Kate for her

involvement and contributions with the various ODEN events. Mike Adair will also be stepping down.

Mike was an ODEN supporter before ODEN even existed. His eagerness to have and be a part of a

provincial network has been a driving force behind the actual growth and existence of ODEN. His

enthusiasm has often kept us going. Mike’s contribution of many hours to our website will remain with

us.

Board Nominations for 2011-2012

Bob Vansickle – Chair

Debbi Soucie – Vice Chair

Cheryl Massa – Treasurer

Chris Guillemette – Secretary

Grace Parker – Director

Kelly Armitage – Director

Richard Plummer – Director

Gord Ryall - Director

Gord Ryall is having his name stand as a new Director with ODEN - Debbie went over his bio to provide

an introduction of Gord.

Motion to approve Slate of Officers and Directors for 2011-12

Mover: Kate Rea

Seconder: Susan Howatt

Motion to close the nominations

Mover: Bob Vansickle

Seconder: Kate Rea

Executive Directors Report – Joe Dale

Highlights for ODEN this year

ODEN held a one day forum in April for a Common Voice – it was the first steps to unifying a voice for

the sector. We were able to identify a number of key actions. After the forum the board spent a couple

of days working on a work plan based on the key things identified at the forum.

Champions League – six meetings have been held this year with the Lt Governor. Really strong

opportunities in connecting with the business community have occurred this year. Mayors Challenge is

happening within a number of communities and this year we will be getting involved with the Police

Services

Employment Ontario Task Force- Employment Ontario going to engage ODEN in February to work on

strategies for employment for persons with a disability

Pre-election Campaign Kits were developed and made available to ODEN members and a number of

letters had been written to MPP’s and the potential MPP’s with the message of awareness to identify an

employment first policy framework in Ontario.

Website – continued to update and keep the website active and interactive

ODEN went to several parts of the province convening sessions on the Social Assistance Review. Social

Assistance Review Commission and ODEN will continue working with the commission.

Researching Best Practices –ODEN is working with the Canadian Disability Research for Employment

Service Alliance

Co-hosted a training event in Tillsonberg in May

Skype Board meetings monthly

Motion to adjourn meeting: Mover : Kate Rea

Seconder: Mike Adair.

Meeting Adjourned at 8:40 a.m.

Minutes taken by: Chris Guillemette

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Employment Network

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ODEN Membership Constitution

I. Legal Identity The name of the network shall be Ontario Disability Employment Network (ODEN).

II. Our Vision and Mission

VISION That all people who have a disability in Ontario have access to the labour force and the ability to achieve meaningful employment. MISSION The Ontario Disability Employment Network is a professional body of employment service providers united to increase employment opportunities for people who have a disability. Our mission will be accomplished by:

1. Addressing issues related to removing barriers that limit employment opportunities for people who have a disability

2. Creating a provincial voice that can speak to government about issues that affect service delivery and support models and the ability of employment service providers to help people who have a disability achieve their employment goals

3. Developing marketing initiatives and providing education for the business and corporate sector about the merits of including people who have a disability in the workforce

4. Improving the skills and competency of employment service providers through networking, information sharing, training and the promotion of best practice in the sector

5. Creating strategies that provide professional recognition of organizations and those employees who provide employment supports for people who have a disability

III. Location The operations of Ontario Disability Employment Network will be based in Ontario.

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Ontario Disability Employment Network General By-Laws

Definition of Terms

Qualifying Agency: Any agency in Ontario operating services for persons with a disability facing barriers to employment.

Voting Representative: A salaried employee appointed by a member agency of ODEN.

ODEN: The body of the membership at large, the network of which is laid down in this By-Law.

NETWORK: Ontario Disability Employment Network

Board of Directors: The elected executive body of ODEN consisting of elected officers.

Membership

1. Non-Profit and For Profit Employment Service Providers o Membership shall be available to agencies in Ontario operating services for

persons with a disability facing barriers to employment. For each paid membership an organization may have one voting representative. Voting representatives shall be members of the staff of the organization.

2. Associate & Individual membership – like-minded organizations (E.g., Community Living Ontario, CACL, CMHA-ON, ODSP Action Coalition, Individuals who share the Network’s goals and objectives) The Board of Directors may, from time to time, pass a resolution providing for:

o Associate membership of certain agencies or individuals, having common interests and aims of the Network, where such agencies or individuals do not operate employment services or are not employed within an employment service.

o An Associate Member’s dues shall be paid with their application for associate membership, the amount to be decided at the discretion of the Board of Directors, and ratified by the membership at the Annual Meeting.

o Associate members shall be without a vote. o Associate members may not hold office but may serve on committees or task

forces of the Network. o Employment Service Providers may not opt for associate membership or

individual membership. 3. Membership – Corporate (E.g., TD Canada Trust, Bell Canada, OLG, Tim Horton’s

Corporate)

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o Membership shall be available to corporate businesses having common interests and aims with the Network.

o A Corporate Member’s dues shall be paid with their application for corporate membership, the amount to be decided at the discretion of the Board of Directors, and ratified by the membership at the Annual Meeting.

o Corporate members shall be without a vote. o Corporate members cannot hold office but may serve on committees.

Dues

1. Dues to be paid to ODEN by members will be established at rates and will be payable at a period which will be recommended by the Board and approved by the membership at the annual meeting.

2. Dues shall be paid for every employment and non-employment service/business operated by a member agency.

3. Notice of membership renewal shall be circulated to member agencies within 30 days of the elapsed date.

Rights and Privileges

1. Every member agency is entitled to representation within the policy of ODEN. 2. Subject to any qualification which may be stipulated in this By-Law, any voting

representative in good standing may be nominated for office, and may hold such office, if elected, except if s/he should cease to be a regular member in good standing.

Note: In order to be considered a “member in good standing” no membership or event fees can be out-standing.

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Employment Network

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Ontario Disability Employment Network Fee Schedule:

Operating

Budget

Associate &

Individual

Membership

(based on total

budget)

Non-Profit and For

Profit Service

Providers (budget of

employment related

services, irrespective

of source of funds)

Corporate

ODSP/CPP

Recipient

$25 N/A Flat Rate: $500

$100,000 or

less

$150 $250

$101,000 to

$250,000

$200 $350

$251,000 to

$500,00

$250 $375

$501,000 to

$800,000

$300 $400

$801,000 to

$1.5 million

$500 $400

$1,501,000

million to $4

million

$750 $400

Over $4

million

$1000 $400

Meetings

1. There shall be an Annual Meeting in every calendar year, and other General Meetings, may be called at the discretion of the Chair or the written request of five voting representatives of member agencies.

2. The Annual, or any General meeting, shall be held in such a place as may be determined by the Board of Directors. Notice of time and place of such meetings shall be circulated to each voting representative and associate member or member agency at least 30 days prior to any general meeting.

3. At every Annual Meeting, in addition to any other regular business that may have been approved on the agenda, there shall be a Director's Report, the presentation of the

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Employment Network

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financial statement, and a review of the year’s activities. Reports from each current Committee shall be made available.

4. The agenda for the Annual Meeting shall be approved by the voting representatives on a majority vote at the commencement of the Annual Meeting. Any member agency wishing to bring a special concern to the notice of the Annual Meeting shall notify the Board of Directors at least 20 days in advance of the Annual Meeting. The Board of Directors shall forward the proposed agenda of the Annual Meeting to voting representatives and associate members at least 15 days before the Annual Meeting. The Board of Directors may also introduce materials which it feels is relevant at the time of the meeting.

5. The voting representatives at a General Meeting may consider and transact any business that has been referred to in the notice of meeting.

Annual Meeting and General Meeting

1. Each qualifying agency shall be entitled to one vote.

2. A simple majority of votes is sufficient to carry a motion.

3. When a voting representative is unable to attend the Annual meeting the member agency may delegate a substitute.

4. The presence of voting representatives or proxy delegates of a majority of members’ agencies shall constitute quorum for an Annual or General Meeting of ODEN.

DIRECTORS’ MEETINGS

Meetings of the board of directors may be held at any time and place to be determined by the directors provided that 48 hours written notice of such meeting shall be given, other than by mail, to each director. There shall be at least one (1) meeting per year of the board of directors. No error or omission in giving notice of any meeting of the board of directors or any adjourned meeting of the board of directors of the Network shall invalidate such meeting or make void any proceedings taken there at and any director may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat. Each director is authorized to exercise one (1) vote.

A majority of directors in office, from time to time, but not less than half of the current directors, shall constitute a quorum for meetings of the board of directors. Any meeting of the board of directors at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions by or under the by-laws of the corporation.

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Employment Network

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Elections and Nominations

At the Annual General Meeting of the Network, the Members elect the Board of Directors. All persons elected must be members of Network in good standing. Officers of the board of directors shall be appointed by resolution of the board of directors at the first meeting of the board of directors following an annual meeting of members. The officers of the Network shall hold office for one year from the date of appointment or election or until their successors are elected or appointed in their stead. Officers shall be subject to removal by resolution of the board of directors at any time.

The Board of Directors

The affairs of ODEN shall be managed by a Board of elected Directors. The elected Directors shall consist of the Chairperson, Vice-Chairperson, Past Chairperson and Secretary, Treasurer and directors at large. The composition of the board shall be 50% plus one not for profit employment service providers.

Note: They must be 18 years of age, with the power under law to contract.

Qualifications: A member of the Board of Directors must be a member in good standing with voting privileges.

Powers and Responsibilities:

1. Every Director shall endeavor to attend all Board meetings unless their absence is justified by a reason acceptable to the Board. Review of position shall occur by the board if a director misses three consecutive meetings.

2. The Board of Directors shall administer the affairs of ODEN in accordance with ODEN’s vision and mission statement.

3. The Board of Directors shall be empowered to establish such committees as it shall deem necessary to further the aims and objectives of ODEN. A Committee Chairperson who is not a member of the Board may attend all Board meetings and make motions on behalf of his/her committee. She/he does not have a vote on the Board.

4. The directors of the Network may administer the affairs of the Network in all things and make or cause to be made for the Network, in its name, any kind of contract which the Network may lawfully enter into and, save as hereinafter provided, generally, may

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Employment Network

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exercise all such other powers and do all such other acts and things as the Network is by its charter or otherwise authorized to exercise and do.

5. The directors shall have power to authorize expenditures on behalf of the Network

from time to time and may delegate by resolution to an officer or officers of the Network the right to employ and pay salaries to employees. The directors shall have the power to enter into a trust arrangement with a trust company for the purpose of creating a trust fund in which the capital and interest may be made available for the benefit of promoting the interest of the Network in accordance with such terms as the board of directors may prescribe.

The board of directors is hereby authorized, from time to time a. to borrow money upon the credit of the Network, from any bank,

corporation, firm or person, upon such terms, covenants and conditions at such times, in such sums, to such extent and in such manner as the board of directors in its discretion may deem expedient;

b. to limit or increase the amount to be borrowed;

c. to issue or cause to be issued bonds, debentures or other securities of

the Network and to pledge or sell the same for such sums, upon such terms, covenants and conditions and at such prices as may be deemed expedient by the board of directors;

d. to secure any such bond, debentures or other securities, or any other

present or future borrowing or liability of the company, by mortgage, hypothec, charge or pledge of all or any currently owned or subsequently acquired real and personal, movable and immovable, property of the corporation, and the undertaking and rights of the Association.

6. The board of directors shall take such steps as they may deem requisite to enable the

Network to acquire, accept, solicit or receive legacies, gifts, grants, settlements, bequests, endowments and donations of any kind whatsoever for the purpose of furthering the objects of the Network

7. The board of directors may appoint such agents and engage such employees as it shall deem necessary from time to time and such persons shall have such authority and shall perform such duties as shall be prescribed by the board of directors at the time of such appointment.

8. Remuneration for all officers, agents and employees and committee members shall be fixed by the board of directors by resolution. Such resolution shall have force and effect only until the next meeting of members when such resolution shall be confirmed by resolution of the members, or in the absence of such confirmation by the members,

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then the remuneration to such officers, agents or employees and committee members shall cease to be payable from the date of such meeting of members.

ROLES AND RESPONSIBILITIES OF THE OFFICERS CHAIR

When present, chairs all meetings of the Network

Acts as the spokesperson for the Network and chairs the Executive Committee

Prepares the Annual General Report for the Network

Carry out other duties assigned by the Board of Directors

VICE-CHAIR

Assume the duties of the Chair in his/her absence

PAST-CHAIR

Past-Chairperson shall assist the Board as required.

TREASURER

Deposits all monies in a chartered bank, treasury branch or trust company chosen by the Board of Directors

Prepares a detailed account of revenues and expenditures and reports to the Membership at the Annual General Meeting

Invoices and collects annual membership fees

Provide that disbursement of funds of the Network are made under the direction of the Board of Directors

Custody of all accounting records of the network, and said records shall at all times be available for inspection on request in writing, by any member agency or voting representative

Render to the Board of Directors at regular meetings thereof or whenever required, an account of all of the transactions and of the financial position of the Network

Carries out other duties as assigned by the Board of Directors

Prepares the Annual return

Prepares the accounts of the Network for the annual audit

SECRETARY

Record or cause to be recorded the proceedings of the Annual, Special or General meetings.

Record or cause to be recorded the proceedings of the Board of Directors

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Maintains a Register of Members of the ODEN

Shall send or arrange for publication of all notices of meetings as required

STAFF/PERSONNEL

The Staff/personnel of ODEN will be engaged by a Personnel Committee made up of elected Board Members. The staff/personnel will be responsible to the Board of Directors for the duties outlined to them in the contract signed by them and the Chairperson of the Board, on behalf of ODEN.

The office of director shall be automatically vacated:

a. If at a special general meeting of members, a resolution is passed by the majority of the members present at the meeting that he be removed from office;

b. If a director has resigned his office by delivering a written resignation

to the secretary of the Network; c. If he is found by a court to be of unsound mind;

d. If he becomes bankrupt or suspends payment or compounds with his

creditors;

e. On death; provided that if any vacancy shall occur for any reason in this paragraph contained, the board of directors by majority vote, may, by appointment, fill the vacancy with a member of the organization. The directors shall serve as such without remuneration and no director shall directly or indirectly receive any profit from his/her position as such; provided that a director may be paid reasonable expenses incurred by him/her in the performance of his/her duties. Nothing herein contained shall be construed to preclude any director from serving the Network as an officer or in any other capacity and receiving compensation therefor. A retiring director shall remain in office until the dissolution or adjournment of the meeting at which his retirement is accepted and his successor is elected.

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Employment Network

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Head Office: The Head Office of the organization shall be in the City of London, in the Province of Ontario, and at such place therein as the Directors may, from time to time, determine within the province of Ontario.

Fiscal Term: The fiscal year of the Network shall be August 1st to July 31st .

Audit: A chartered accountant shall be appointed each year by the members at the Annual Meeting. S/he shall be required to audit the Network’s accounts as soon as possible after the fiscal year for presentation by the Treasurer at the Annual Meeting.

Banking: All cheques, notes and other instruments shall be signed by any two of the Officers of the Board of Directors and in such manner as shall, from time to time, be determined by resolution of the Board.

Signing Authority: Deeds, transfers, licenses, contracts and engagement on behalf of the Network shall be signed by either the Chairperson or Vice Chairperson and by the Secretary or Treasure.

Suspension and Expulsion

1. The Board of Directors shall have power to suspend for a definite time, or revoke the membership of any member agency, voting representative or associate members who:

o Fails to comply with this By-Law, or any instruction issued by the authority of the Board of Directors.

o Fails to account correctly of receipts, disbursements or equipment.

o Falls into arrears of membership for more than 90 days after the notification of due date.

2. Any member agency/voting representative who believes that an infraction of this by-law has taken place, and if that complaint is against a Director, shall make a complaint in writing to the Board of Directors for their decision. A copy of the complaint shall be forwarded to the member agency and/or the voting representative, by the Board of Directors.

3. Any Board member of ODEN against whom such complaint shall have been made, shall have the right of appeal in person or in writing, or both, at a meeting of the Board of Directors called for the purpose and may ultimately appeal to the Annual Meeting ODEN.

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Employment Network

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Amendments

1. Amendments to the ODEN By-laws will be ratified by a simple majority vote of the members present, voting representatives at an Annual meeting, provided a notice of the motion has been circulated at least 30 days prior to the meeting.

2. Amendments to the ODEN By-Laws may be made by a simple majority of the Board of Directors. Such amendments shall be effective until the next ODEN Annual Meeting or General Meeting, when they shall be ratified by the membership on a simple majority vote.

3. Amendments to any By-Law, when passed by the Board of Directors shall forthwith be circulated to the membership.

4. Repudiation of the amendments at an Annual Meeting or General Meeting will in no way repudiate any action whatsoever that may have been taken as a consequence of the amendments, exception the case where action may be prejudicial to the aims and objectives ODEN as laid down in the By-laws.

Indemnity

1. Every Director of ODEN or other person who has undertaken or is about to undertake any liability on behalf of ODEN and their heirs, executors and administrator, and estate and effects, respectively, shall from time to time and at all times be indemnified and saved harmless, out of the funds of ODEN from and against:

o all costs, charges and expenses whatsoever which such Director or other person sustains or incurs in or about any action, suit or proceeding which is brought, commenced or prosecuted against him/her in or about the execution of the duties of his/her office or in respect of any such liability.

o all other costs, charges and expenses which she/he sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his/her own willful neglect or default.

DISTRIBUTING ASSETS AND DISSOLVING THE ASSOCIATION

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Employment Network

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If the Network is dissolved, any funds or assets remaining after paying all debts are paid to a registered and incorporated charitable organization. Members select this organization by Special Resolution. In no event do any Members receive any assets of the Network.

Protection of Directors

1. No Director for the time being of ODEN shall be liable for the acts, receipts, neglects or defaults of any other Director or employee or for joining in any receipt or act for conformity or for any loss, damage or expense happening to ODEN through the insufficiency or deficiently of any security in or upon which any of the monies of or belonging to ODEN shall be placed out or invested or for any loss or damage arising from the bankruptcy, insolvency or tortuous act of any person, firm or corporation with whom or which any monies, securities or effects shall be lodged or deposited or for any other loss, damage or misfortune whatever which may happen in the execution or supposed execution of the duties of his/her respective office or trust or in relation thereto unless the same shall happen by or through his/her own willful act or his/her own willful default.

This By-Law cancels and supersedes any or all By-Laws previously passed by resolution of the Board of Directors of ODEN and/or by resolution of the membership of ODEN.

Passed this ____________ day of ____________________, 20_____

Signed:

ORWC Membership Constitution

I. Legal Identity

The name of the organization shall be Ontario Rehabilitation, Work and Community (ORWC)

ll. Aim

ORWC provides a forum for the exchange of ideas and identification of issues that are relevant to the field of vocational rehabilitation. ORWC represents the common concerns of its membership to government and the community at large. The Board's mission is to help its membership create integrated vocational and non-vocational opportunities for disadvantaged adults across the province. The ORWC mission statement states:

ORWC is a professional association representing organizations which provide innovative training to assist individuals with significant barriers to make the transition to employment and community-based alternatives. Our Mission will be accomplished through:

1. ORWC will provide current and professional training to our members through annual conferences and timely workshops across the province.

2. ORWC will lobby and advocate for our members as we comment on public policy and promote excellence in service provision.

3. ORWC will promote and support the essential services our membership provides to individuals facing significant barriers to full community participation.

4. ORWC will provide timely communication as a forum for the exchanges of ideas and the identification of issues that are relevant to the field of vocational rehabilitation.

5. ORWC will assist member agencies in their pursuit to develop and implement innovative solutions to employment and community-based alternatives.

6. ORWC will continue to support and promote the strong collective experience and expertise of our membership.

7. ORWC will provide a network where national and international practitioners can share and exchange strategies in the research and development of the vocational rehabilitation profession.

III. Location

The operations of Ontario Rehabilitation, Work and Community will be based in Ontario.

Ontario Rehabilitation, Work and Community General By-Laws

Definition of Terms

Agency: Any group or organization, whether funded by Government or through voluntary

contributions, which is concerned in the rehabilitation of disabled adults through vocational or non-vocational services.

Voting Representative: A salaried employee appointed by a member agency of ORWC.

ORWC: The body of the membership at large, the organization of which is laid down in this By-

Law.

Board of Directors: The elected executive body of ORWC consisting of elected officers and

Regional Representatives.

Regional Chapters: All the agencies who work within a defined geographic area, designated by

the Board of Directors in consultation with the membership.

Membership

1. Membership o Membership shall be available to agencies in Ontario operating services for

persons facing significant barriers to employment and full community participation. Each member may have two voting representatives. Representatives shall be members of the staff of the organization.

2. Associate membership The Board of Directors may, from time to time, and subject to ratification at the next annual meeting of ORWC, pass a resolution providing for:

o Associate membership of certain individuals or agencies, having common interests and aims with ORWC, but which does not operate, or who is not employed by vocational or non-vocational service.

o An Associate Member's dues shall be paid with their application for associate membership, the amount to be decided at the discretion of the Board of Directors, and ratified by the membership at the Annual Meeting.

o Associate members shall be without a vote.

o Associate members may hold office and serve on committees.

Dues

1. Dues to be paid to ORWC by members will be established at rates and will be payable at a period which will be recommended by the Board and approved by the membership at the annual meeting.

2. Dues shall be paid for every vocational and non-vocational service operated by a member agency, which sends voting representatives to the annual or any general meeting.

3. Notice of membership renewal shall be circulated to member agencies within 30 days of the elapsed date.

Rights and Privileges

1. Every member agency is entitled to representation within the policy of ORWC.

2. Subject to any qualification which may be stipulated in this By-Law, any voting representative or associate member in good standing may be nominated for office, and may hold such office, if elected, except if s/he should cease to be an associate member.

3. Any voting representative or associate member in good standing may attend any meeting of the Board of Directors of ORWC, or any Annual or General Meeting of ORWC, notwithstanding s/he may not have a vote at such a meeting.

Meetings

1. There shall be an Annual Meeting in every calendar year, and other General Meetings as may be called at the discretion of the President or the written request of five voting representatives of member agencies.

2. The Annual, or any General meeting, shall be held in such a place as may be determined by the Board of Directors. Notice of time and place of such meetings shall be circulated to each voting representative and associate member or member agency at least 30 days prior to any general meeting.

3. At every Annual Meeting, in addition to any other regular business that may have been approved on the agenda, there shall be a Director's Report, the presentation of the audited financial statement, Committee reports and the report of the Nominating Committee. Copies of the audited financial statement shall be circulated to the voting representatives together with the report of the Nominating Committee, 30 days prior to the Annual Meeting.

4. The agenda for the Annual Meeting shall be approved by the voting representatives on a majority vote at the commencement of the Annual Meeting. Any Regional Chapter wishing to bring a special concern to the notice of the Annual Meeting shall notify the Board of Directors at least 30 days in advance of the Annual Meeting. The Board of Directors shall forward the proposed agenda of the Annual Meeting to voting representatives and associate members at least 15 days before the Annual Meeting. The Board of Directors may also introduce materials which it feels is relevant at the time of the meeting.

5. The voting representatives at a General Meeting may consider and transact any business that has been referred to in the notice of meeting.

Annual Meeting and General Meeting

1. Each member agency shall be entitled to two votes, which may be exercised by one voting delegate, or split between two.

2. A simple majority of votes is sufficient to carry a motion.

3. When a voting representative is unable to attend the Annual meeting the member agency may delegate a substitute.

4. The presence of voting representatives of a majority of members agencies shall constitute quorum for any Annual or General Meeting of ORWC.

Elections and Nominations

1. The officers of ORWC shall be elected to their offices by the voting representatives of ORWC at the Annual Meeting.

2. Nominations for Elected Officers shall be proposed by a Nominating Committee which shall be appointed at least 90 days before the Annual Meeting by the Board of Directors. The Board shall appoint a Chair and two other members of the Nominating Committee. The Nominating Committee need not be drawn from the Board of Directors, but may consist of voting representatives at large.

3. The Nominating Committee shall submit its report as a motion to the voting representatives at the Annual Meeting.

4. At the time when the Nominating Committee report is presented, nominations from the floor shall be received, and an election conducted if necessary. Any nominee from the floor shall be present or shall have given prior written consent to stand.

The Board of Directors

The affairs of ORWC shall be managed by a Board of elected Directors. The four elected Directors shall consist of the Chairperson, Vice-Chairperson, Past Chairperson and Secretary/Treasurer.

Qualifications:

A member of the Board of Directors must be a member in good standing.

Powers and Responsibilities:

1. Every Director shall attend all Board meetings unless their absence is justified by a reason acceptable to the Board.

2. The Board of Directors shall administer the affairs of ORWC and formulate and circulate policies, procedure and information to Regional Chapters, relevant to the aims and objectives of ORWC.

3. The Board of Directors shall encourage and aid the formation and subsequent running of Regional Chapters of ORWC.

4. The Board of Directors shall have discretionary powers to withdraw the support of ORWC from any Regional Chapter which fails to meet the requirements of this By-Law.

5. The Board of Directors shall be empowered to establish such committees as it shall deem necessary to further the aims and objectives of ORWC. A Committee Chairperson who is not a member of the Board may attend all Board meetings and make motions on behalf of his/her committee. S/he does not have a vote on the Board.

The Secretary:

The Secretary shall deliver up only when authorized by a resolution of the Board of Directors to do so and to such person or persons as may be named in the resolution, and the Secretary shall perform such other duties as may from time to time be determined by the Board of Directors.

The Treasurer:

The Treasurer shall be a signing officer of the Corporation. The Treasurer shall generally

supervise the treasury functions of the Corporation. The Treasurer shall provide that full and accurate accounts of all receipts and disbursements of the Corporation are kept in proper books of account and shall provide that deposits of all monies or other valuable effects are in the name and credit of the Corporation in such bank or banks as may from time to time be designated by the Board of Directors. The Treasurer shall provide that disbursement of funds of the Corporation are made under the direction of the Board of Directors, taking vouchers therefor; and the Treasurer shall render to the Board of Directors at regular meetings thereof or whenever required, an account of all of the transactions and of the financial position of the Corporation. The Treasurer shall also perform such duties as may from time to time be determined by the Board of Directors.

Past-Chairperson:

The Past-Chairperson shall assist the Board and executive Committee as required.

Staff/Personnel:

The Staff/personnel of ORWC will be engaged by a Personnel Committee made up of elected Board members. The staff/personnel will be responsible to the Board of Directors for the duties outlined to them in the contract signed by them and the Chairperson of the Board, on behalf of ORWC.

Bookkeeping:

The Treasurer shall have the custody of all accounting records of the Council, and said records shall at all times be available for inspection on request in writing, by any member agency or voting representative.

Head Office:

The Head Office of the Council shall be in the City of Cambridge, in the Province of Ontario, and at such place therein as the Directors may, from time to time, determine.

Fiscal Term:

The fiscal year of the organization shall be August 1 to July 31.

Seal:

The Seal, an impression whereof is stamped in the margin hereof, shall be the corporate seal of the Council.

Audit:

A chartered accountant shall be appointed each year by the members at the Annual Meeting. S/he shall be required to audit the Council's accounts as soon as possible after the fiscal year for presentation by the Treasurer at the Annual Meeting.

Banking:

All cheques, notes and other instruments shall be signed by any two of the Officers of the Board of Directors and in such manner as shall, from time to time, be determined by resolution of the Board.

Signing Authority:

Deeds, transfers, licenses, contracts and engagement on behalf of the Corporation shall be signed by either the Chairperson or Vice-Chairperson and by the Secretary, and the Secretary shall affix the seal of the Corporation to such instruments as require the same.

Suspension and Expulsion

1. The Board of Directors shall have power to suspend for a definite time, or revoke the membership of any member agency, voting representative or associate members who:

o Fails to comply with this By-Law, or any instruction issued by the authority of the Board of Directors.

o Fails to account correctly of receipts, disbursements or equipment.

o Falls into arrears of membership for more than 60 days after the notification of due date.

2. Any member agency/voting representative who believes that an infraction of this by-law has taken place, and if that complaint is against a Director or Executive Officer, shall make a complaint in writing to the Board of Directors for their decision. A copy of the complaint shall be forwarded to the member agency and/or the voting representative, by the Board of Directors.

3. Any Board member or Executive Officer of the ORWC against whom such complaint shall have been made, shall have the right of appeal in person or in writing, or both, at a meeting of the Board of Directors called for the purpose and may ultimately appeal to the Annual Meeting of ORWC.

Amendments

1. Amendments to the Constitution will be by a 2/3 vote of the members present, voting representatives at an Annual meeting, provided a notice of the motion has been circulated at least 60 days prior to the meeting.

2. Amendments to the ORWC By-Laws and/or Chapter By-Laws may be made by a 2/3 majority of the Board of Directors. Such amendments shall be effective until the next ORWC Annual Meeting or General Meeting, when they shall be ratified by the membership on a simple majority vote.

3. Amendments to any By-Law, when passed by the Board of Directors shall forthwith be circulated to the Regional Chapters.

4. Repudiation of the amendments at an Annual Meeting or General Meeting will in no way repudiate any action whatsoever that may have been taken as a consequence of the amendments, exception the case where action may be prejudicial to the aims and objectives ORWC as laid down in the Constitution.

5. A Regional Chapter may give notice of its intention to present a proposed amendment to ORWC and/or Chapter by-laws at least 90 days prior to the Annual Meeting of ORWC. The Board of Directors has the discretion to pass the amendment, but ratification shall be obtained at the Annual Meeting by a simple majority of voting representatives.

Indemnity

1. Every Director or Officer of ORWC or other person who has undertaken or is about to undertake any liability on behalf of ORWC and their heirs, executors and administrator, and estate and effects, respectively, shall from time to time and at all times be indemnified and saved harmless, out of the funds of ORWC from and against:

o all costs, charges and expenses whatsoever which such Director, Officer or other person sustains or incurs in or about any action, suit or proceeding which is

brought, commenced or prosecuted against him/her in or about the execution of the duties of his/her office or in respect of any such liability.

o all other costs, charges and expenses which s/he sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his/her own willful neglect or default.

Protection of Directors and Officers

1. No Director or Officer for the time being of ORWC shall be liable for the acts, receipts, neglects or defaults of any other Director or Officer or employee or for joining in any receipt or act for conformity or for any loss, damage or expense happening to ORWC through the insufficiency or deficiently of any security in or upon which any of the monies of or belonging to ORWC shall be placed out or invested or for any loss or damage arising from the bankruptcy, insolvency or tortuous act of any person, firm or corporation with whom or which any monies, securities or effects shall be lodged or deposited or for any other loss, damage or misfortune whatever which may happen in the execution or supposed execution of the duties of his/her respective office or trust or in relation thereto unless the same shall happen by or through his/her own willful act or his/her own willful default.

This By-Law cancels and supersedes any or all By-Laws previously passed by resolution of the Board of Directors of ORWC and/or by resolution of the membership of ORWC.

Passed this ____________ day of ______________________, 20_____

Signed: __________________________________________________