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Bylaw Number One

Journey to Diversity Workplaces


1. Preamble

1. The name of the organization is “Journey to Diversity Workplaces”, known herein as


“Corporation”.

2. Definitions

1. In this by-law and all other by-laws of the Corporation, unless the context otherwise requires:

1. "Act" means the Canada Not-for-profit Corporations Act S.C. 2009, c.23 including the
Regulations made pursuant to the Act, and any statute or regulations that may be
substituted, as amended from time to time.

2. "Articles" means the original or restated articles of incorporation or articles of amendment,


amalgamation, continuance, reorganization, arrangement or revival of the Corporation.

3. "Board" means the board of directors of the Corporation and "director" means a member
of the board.

4. "By-law" means this by-law and any other by-laws of the Corporation as amended and
which are, from time to time, in force and effect.

5. "Meeting of members" includes an annual meeting of members, general meeting of


members, or a special meeting of members. "special meeting of members" includes a
meeting of any class or classes of members and a special meeting of all members
entitled to vote at an annual meeting of members.

6. "Ordinary resolution" means a resolution passed by a majority of not less than 50% plus 1
of the votes cast on that resolution.

7. "Proposal" means a proposal submitted by a member of the Corporation that meets the
requirements of section 163 (Shareholder Proposals) of the Act.

8. "Regulations" means the regulations made under the Act, as amended, restated or in
effect from time to time. and

9. "Special resolution" means a resolution passed by a majority of not less than two-thirds
(2/3) of the votes cast on that resolution.

3. Membership

1. Class A: Employees of the Corporation make up Class A members. And except for the
employee seats on the Board, they may not run for a seat on the Board. They may vote. This
also includes any employees of any subsidiaries of the Corporation for which the Corporation

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owns 60%+1 or more of the shares.

2. Class B: Allies, who have paid membership dues as determined by the Board may be
registered as members. They may not vote, unless they run for a seat on the Board.

3. Class C: The Board. All members of the board are full voting members of the Corporation, and
may run for a seat on the Board. Members must still qualify via another membership class.

4. Class D: Volunteers. Individuals who volunteer a number of hours per year as determined by
the Board shall be registered as a member. They may vote and run for a seat on the Board.

4. Corporate Seal

1. The Corporation may have a corporate seal in the form approved from time to time by the
board. If a corporate seal is approved by the board, the President of the Corporation shall be the
custodian of the corporate seal.

4. Administration

1. The head office of the Corporation shall be in the City of Barrie, in the province of Ontario, at
such place therein as may from time to time be determined by the Board.

2. Until otherwise decided by the Board, the financial year of the Corporation shall end the
calendar year end, December 31, in each and every year.

3. Execution of Instruments

1. The President shall be a signing officer. The President shall appoint a minimum of two (2)
and a maximum of four (4) additional people to be signing officers, subject to confirmation
of the Board.

2. Deeds, transfers, licences, contracts, cheques, and engagements on behalf of the


Corporation shall be co-signed by any two (2) signing officers. Deposits to the bank
accounts require no signature.

3. Any two (2) of the signing officers may acquire and/or transfer, upon confirmation where
necessary, any and all shares, bonds or other securities from time to time standing in the
name of the Corporation in its individual or any other capacity or as trustee or otherwise
may accept in the name and on behalf of the Corporation transfers of shares, bonds, or
other securities from time to time transferred to the Corporation, subject to limits as set
out by law.

4. The Corporation shall maintain bank account(s). All such funds shall be deposited in a bank
and/or trust company insured by the Canada Deposit Insurance Corporation, and/or a Credit
Union insured by the Deposit Insurance Corporation of Ontario, having a branch in the City of
Barrie, as may from time to time be designated by the Board.

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

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province of Ontario as the Board may from time to time determine. The Board shall meet at least
five times each year. The Board may use teleconferencing as an alternative to meetings in
person. The Chair or President may call meetings of the Board.

6. The Secretary of the Board shall ensure that all necessary books and records of the
Corporation required by law and by these By-laws are regularly updated and properly kept.

7. All contracts relating to personnel or personnel-related matters of the President must be


approved by a resolution of the Board as presented or recommended by the Executive
Committee. All contracts relating to other employees are to be determined by policy as set out
by the Board.

8. Notwithstanding any provisions to the contrary contained in these By-laws, the Board may, at
any time, by resolution, direct the manner in which any particular instrument, contract or
obligation of the Corporation shall be executed.

5. Board of Directors

1. The affairs of the corporation shall be governed by a Board of Directors comprised of between
three to ten Directors elected by the Members of the corporation, and the Past Chair who shall
be a Director ex officio, whom shall have a vote, along with the President who shall be an Officer
ex officio and the President shall have a vote.

2. If there are 20 or more employees of the Corporation, and/or any directly owned subsidiaries
of which the Corporation owns 60%+1 or more, two seats on the Board must be reserved for
employees. If there are less than 20 employees, this shall be left up to the determination of the
Board itself.

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


1. Is 18 years old or over.
2. Not an employee unless the seat is reserved for an employee.
3. Is otherwise legally competent to conduct business and enter contracts under the laws of
Canada and its provinces.
4. Becomes eligible by resolution of the membership or Board.

4. Term of Office
1. Directors shall hold office for a term of 2 years so long as they remain eligible under the
terms of Article 5.
2. Terms of office shall be staggered so that one-half of the terms expires each year.
3. No one who has served four full consecutive terms shall not be eligible to serve again as
a Director before the passing of one year. This shall not apply if not all of the board seats
are filled.

5. Quorum for a meeting of the Board shall be three (3) Directors. Meetings shall be called by
the President or the Chair.

6. The Board may set policy for the Corporation, or delegate such, so long as it is consistent with
these bylaws and the Articles of Incorporation.

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7. No error or omission in giving such notice for a meeting of Directors shall invalidate such
meeting or invalidate, or make void any proceedings taken or had at such meeting. Any director
may at any time waive notice of any such meeting and many ratify, and approve of any or all
proceedings taken or had thereat.

8. The Chair shall chair all meetings of the Board. If absent, the meeting shall be chaired by the
President. If neither is in attendance, the Board, from amongst itself, may choose someone to
chair the meeting.

9. The Board reserves the right to suspend and/or revoke the membership of any member.

6. General Meetings

1. The Annual General Meeting (AGM) of the Corporation shall be held annually and not more
than fifteen (15) months, or less than nine (9) months following the previous Annual General
Meeting.

2. Twenty-five (25) days notice of a general meeting shall be given to the membership by mail,
email and/or telephone.

3. Copies of the agenda, and the various resolutions, and business before the membership shall
be sent out with the notice of a general meeting. Where notice is given by telephone, or email
these items shall be posted on the website of the Corporation, in lieu of being sent out with the
notice.

4. Quorum for a general meeting of the Corporation shall be ten (10) members or 5% of the
members, whichever is lesser.

5. If within a half hour (1/2) hour quorum is not present, the meeting shall be cancelled. If
cancelled, the meeting is scheduled for one (1) month later. If quorum is not present within a half
hour (1/2) hour of the second meeting, the meeting will proceed with those members in
attendance.

6. Ordinary motions shall be passed by a simple majority.

7. Subject to the provisions, if any, contained in the Articles of Incorporation of the Corporation,
each member shall at all meetings of the members be entitled to one vote and they may vote by
proxy. Such proxy holder must be a member, but if they are not may become a member upon
producing and depositing with the Secretary sufficient appointment in writing from the member or
members. No member shall be entitled either in person or by proxy to vote at the meeting of the
Corporation unless they have paid all dues or fees, if any, then payable by the member.

8. The Chair of the Board chairs the Annual General Meeting. The President chairs in the
absence of the Chair. If neither the Chair nor the President is present within one-half (1/2) hour
after the set time for the General meeting, the Members present choose one (1) of the Members
to Chair.

9. The Chair shall call a special general meeting of Members at the request of request signed by

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twenty (20) of the voting members and stipulating the purpose of such meeting. Such meeting
shall be scheduled within thirty (30) days of receipt of the request at a date, time and place
within the City of Barrie as determined by the Chair.

10. Special meetings of the Board shall be called upon the request of one-third of the Board, in
writing to the Chair. Notices of special meetings shall be sent out by the Chair to each Board
Member by email or telephone fourteen (14) days in advance. Invitations and attendance will be
determined by the Board.

11. No error or omission in giving notice of any AGM or general meeting or any adjourned
meeting, whether annual or general meeting of the members, shall invalidate such meetings, or
make void any proceedings taken thereat and any member may at any time waive notice of any
such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat.
For the purpose of sending notice to any member, director, or officer for any meeting or
otherwise, the address of any member, director or officer shall be their last address recorded on
the books of the Corporation.

7. Voting

1. Where there are less people running in an election than there are spots, by a vote of two-
thirds (2/3) the option of a ballot election may be waived, and the candidates declared elected.

2. All ballots for an election shall have the “None of the Above” (NOTA) option.

3. All ballot elections shall be by preferential ballot.

4. The Chair will oversee the running of elections in the capacity of Chief Returning Officer
(CRO). If the Chair is to be a candidate in the same election, then the Board will appoint a
Deputy Returning Officer (DRO) who is not running, to manage the election. The CRO will
organize an Elections Committee to perform its duties as required.

5. Nominations for Director positions shall be submitted in writing to the Chair of the Committee
responsible for nominations at least fourteen (14) days in advance of the meeting at which the
vote is to be held. It shall contain the signature of two Class A, C, and/or D members of the
Corporation in good standing and a signed acceptance of the nomination by the nominee. The
elections will be held no later than seven (7) days following the closing of nominations as
determined by the Chair.

6. Vacancy nominations for new Directors may be received from present Board Members by the
President seven (7) days in advance of a Board meeting. Any vacancy in a Director position,
however caused, may be filled by a majority vote of the remaining Directors so long as a quorum
of Directors remains in office. A Director so elected shall remain in office until the next meeting at
which Directors are to be elected. The Directors shall not fill a vacancy in the manner specified
in this clause during the forty-five (45) day period immediately preceding an AGM or special
meeting. If there is not a quorum of Directors, the remaining Directors shall forthwith call a
meeting of the Members to fill the vacant Director positions.

7. A Director shall automatically cease to hold office if:

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1. A resolution to that effect is passed by a two-thirds majority of the Members or Board of
the Corporation voting at a meeting duly called for that purpose. or
2. The Director otherwise ceases to be eligible as a Member under the terms of Article 5 of
these By-laws.
3. Resignation from the Board must be in writing and received by the President. A Board
Member shall be dropped for excess absences from the Board if she has three absences
without due notice from Board meetings in a year.

8. Where a Director, either on her behalf or while acting for, by, with or through another, has any
pecuniary or personal interest, direct or indirect, in any matter, or otherwise has a conflict of
interest, as a Director, she:
1. Shall disclose her interest fully at a meeting of the Directors in the manner prescribed by
law.
2. Shall disclose her interest and the general nature thereof prior to any consideration of the
matter in the meeting.
3. Shall not take part in the discussion of or vote on any question in respect of the matter.
and,
4. Shall not in any way whether before, after or during the meeting to influence the voting on
any such question. The pecuniary or personal interest, direct or indirect, of an immediate
family Member shall, if known to the Director, be deemed to be also the pecuniary interest
of the Director.

9. The Directors may receive a small honorarium as determined by the Board, but it is not
required. Directors may receive reasonable compensation for expenses incurred by them in the
normal course of their duties.

10. The Board and individual Directors represent the Membership of the Corporation and are
directly accountable to said Membership. They also have a fiduciary duty to those who provide
funds to the Corporation and to its staff for the sound administration of the Corporation. In
addition, they have a general duty of trust to those served by the Corporation and to the general
public. Every Director of the Corporation shall exercise the powers and discharge the duties of
her office honestly, in good faith and in the best interests of the Corporation, and in connection
therewith shall exercise the degree of care, diligence and skill that a reasonably prudent person
would exercise in similar circumstances.

8. Officers

1. Any person is eligible to be an Officer of the Corporation who:


1. Meets the eligibility requirements for Membership in the corporation set out in Article 3.
2. Is otherwise legally competent to conduct business and enter contracts under the laws of
Canada and its provinces.

2. Staff may be Officers of the Corporation.

3. The board may remove all Officers by a vote of two-thirds (2/3) where their role of Officer isn't
directly tied to their employment.

4. Staff who are Officers, and the two are tied, such as the President, may be removed by a vote

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of two-thirds (2/3) of the Board, but only upon the recommendation of the Committee of the
Whole.

5. The President, or any Officer, may resign by submitting a written resignation to the Chair.

6. The persons holding the offices of Secretary and/or Treasurer need not be members of the
board to hold those offices.

9. Duties

1. Chair
1. The Chair will be an officer of the corporation and a Member of the Board of Directors.
2. The Chair shall, when present, preside at all meetings of the Corporation.
3. Along with the Board, the Chair shall generally oversee and supervise the governance of
the Corporation including the signing of By-laws, special resolutions and other such
documents requiring her signature.
4. Also, the Chair is responsible other duties as may from time to time be prescribed by
resolution of the Board or that are otherwise incidental to this office.
5. The Chair shall be elected for a term of one year(s) and shall not be eligible for re-
election for more than six (6) consecutive terms.

2.Treasurer
1. The Treasurer will be an officer of the corporation and a Member of the Board of
Directors.
2. The Treasurer shall keep full and accurate accounts of all receipts and disbursements of
the corporation in proper books of account and shall deposit all monies or other valuable
effects in the Corporation and to the credit of the corporation in such bank or banks as
may from time to time be designated by the Board.
3. The Treasurer shall, under the direction of the Board, disburse the funds of the
Corporation, taking proper vouchers therefore and shall render to the Board at regular
meetings thereof, or whenever required, an account of all such transactions and the
financial position of the Corporation.

3. Secretary
1. The secretary will be an officer of the corporation and a Member of the Board of Directors.
2. The Secretary shall be responsible for giving notices. keeping records of all meetings of
the Members, the Board and its Executive Committee. signing of minutes. and, such
other duties as may from time to time be assigned by resolution of the Board.
3. Distributing copies of minutes and the agenda to each Board Members, and assuring that
corporate records are maintained.

4. President & Chief Executive Officer


1. The President shall, ex officio, also be an officer of the Corporation and a Member of the
Board of Directors and shall be entitled to receive notice and attend all meetings of the
Board and its Executive Committee.
2. The Board may appoint a President to manage the affairs of the Corporation under the
general direction of the Board. The President shall hold office at the pleasure of the Board
or until she resigns the office.

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3. Will be evaluated by the Board for performance no less than bi-annually.

10. Committees

1. Committees of the Corporation shall consist of:


1. Committee of the Whole
2. Executive Committee
3. Finance Committee
4. Nomination Committee

2. The Board may, from time to time, by resolution, establish such other Committees with such
duties and powers as it deems to be in the interests of the Corporation. Except as otherwise
established in this By-law, each such Committee shall be Chaired by a Director, have the
Committee Membership and terms of reference approved by resolution of the Board, shall
consider such matters as are referred to it by the Board, shall keep records of its activities and
recommendations, and, shall report to the Board at such intervals as required by the Board.

11. Appointment of Auditor

1. The Board may appoint or re-appoint an auditor on an annual basis at the first meeting of the
Board following the AGM, or from time to time as necessary.

12. Parliamentary Authority

1. The rules contained in the current edition of Robert's Rules of Order Newly Revised shall
govern the Corporation in all cases to which they are applicable and in which they are not
inconsistent with these bylaws and any special rules of order the Corporation may adopt.

13. Interpretation

1. In the interpretation of this by-law, words in the singular include the plural and vice-versa,
words in one gender include all genders, and "person" includes an individual, body corporate,
partnership, trust and unincorporated organization.

2. Other than as specified in Article 2 above, words and expressions defined in the Act have the
same meanings when used in these by-laws.

14. Amendments

1. Any member may propose amendments to these by-laws, in writing to the Chair. They must
be approved by the Board, and then by a vote of two-thirds (2/3) of the voting members.

2. The Board may adopt, and amend additional by-laws as necessary.

3. After each General Meeting at which these by-laws are amended, the President or Chair and
any legal advisers must oversee the publication of these by-laws as amended and may, in so
doing, and subject to the ratification of the Board:
1. Renumber the provisions of these by-laws to accommodate the changes that have been

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made.
2. Correct cross-references between provisions which are no longer accurate.
3. Correct typographical errors.
4. Correct spelling errors.
5. Replace gender biased language with gender neutral language.

15. Dissolution

1. The Corporation does not pay any dividends or distribute its property among its Members.

2. If the Corporation is dissolved, any funds or assets remaining after paying all the debts are to
be paid to a non-profit organization that has objectives similar to the Corporation, as determined
by the Board.

3. The Corporation may only be dissolved upon a vote of two-thirds (2/3) of the voting members.

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