Ex Officio Membership‑‑means members who are appointed to the Foundation 

Corporation, Board of Trustees, or any Foundation Committee; such members 

shall have no voting privileges

ARTICLE 1 

                                                                        NAME

NAME

The Foundation shall be called the Niagara Peninsula Children’s Centre Foundation.

ARTICLE 2 

PURPOSE

Objectives  

1.

To effectively communicate the needs and concerns of the Centre to 

the communities it serves in accordance with the policies established by the Centre

2.

To raise funds to support the programs and facilities sponsored by the Centre.

3.  

To recruit volunteer leadership committed to long term financial 

support of the programs and facilities sponsored by the Centre.

4.  

To approve fund raising projects undertaken in the name of the Foundation and Centre.

5.  

To provide charitable donation receipts on behalf of the Foundation and Centre, if required.

6.  

To employ personnel appropriate to the long term functioning of the Foundation.

7.  

To do all such things as are incidental or conducive to the attainment of the above 

objects, subject to the Charitable Gifts Act, including, but not limited to the following:

a)     to use, apply, give, devote or distribute from time to time all or part of the 

        fund or funds of the Foundation and the income therefrom for religious, 

        charitable or educational purposes, to or for any religious, charitable or 

        educational organizations  which carries on its work solely in Ontario and

        which will best promote the objects of the Foundation.

b)     to use, apply, give, devote or distribute from time to time all or part of the fund 

        or funds of the Foundation and the income therefrom for religious, charitable or 

        educational purposes within Ontario by such means as may from time to time 

        seem expedient to its Trustees, including research, publication, education and 

        the establishment and maintenance of religious, charitable or educational 

        activities, agencies or institutions and the aid of any such activities, agencies

        or institutions already established. 

c)     for the further attainment of the above objects, to acquire, accept, solicit or                

        receive, by purchase, lease, contract, donations, legacy, gift, grant, bequest or             

        otherwise, any kind of real or personal property, and to enter into and carry out 

        agreements, contracts and undertakings, incidental thereto.

d)     for the further attainment of the above objects, to hold, manage, sell or convert 

        any of the real or personal property from time to time owned by the Foundation

        and to invest and re‑invest any principal in investments authorized  by law for the 

        investment of trust funds and to retain any real or personal property in the form 

        in which it may when received by the Foundation for such length of time as may

        be deemed best.

e)     for the further attainment of the above objects,to exercise all voting rights and to 

        authorize and direct the execution and delivery of proxies in connection with any

        shares or obligations in any company or corporation owned by the Foundation.

f)     for the further attainment of the above objects in connection with any company 

       or Corporation in which the Foundation may at any time hold shares or 

       obligations, to take up the proportion of any increased capital to which as

       holders of such shares or obligations it may be entitled and to purchase any 

       additional shares or obligations in such company or corporation; to join in any 

       plan for the reconstruction or reorganization of such company or corporation or 

       for the amalgamation of such company or corporation or for the sale of assets of 

       such company or corporation of any part thereof and, in pursuance of such plan,

       to accept any shares or obligations in lieu of or in exchange for the shares or 

       obligations held by the Foundation in such company or corporation; to enter into 

       any pooling or other agreement in connection with the shares or obligations held

       by the Foundation in such company or corporation and, in the case of sale

       thereof, to give any options considered advisable; to give consent to the creation 

       of any mortgage, lien, or indebtedness by any company or corporation whose 

       shares or obligations are held by the Foundation; and to retain as an investment 

       for such length of time as may be considered advisable any shares or obligations

       acquired by the foundation through the exercise of the powers hereinbefore given 

       to the Foundation;

g)    for the further attainment of the above objects, to employ and pay such

       assistants, clerks, agents, representatives and employees, and to procure, 

       equip and maintain such offices and other facilities, and to incur such reasonable     

       expenses, as may be necessary.  Provided, however, that it shall not be lawful 

       for the Foundation hereby incorporated directly or indirectly to transact or 

       undertake any business within the meaning of the Loan and Trust Corporation Act.

SPECIAL PROVISIONS:

 a)  The property of this Foundation is irrevocably dedicated to charitable purposes 

      and upon liquidation, dissolution or abandonment of the Trustees, after providing 

      for the debts and obligations, the remaining assets will not benefit any private

      person.  Remaining assets of the Foundation will be given in whole to the Centre.

      In the event that the Centre does not exist or its Board of Directors formally declines 

      said assets, they will be given to a corporation or foundation operated exclusively for 

      charitable purposes which has established tax exempt status as defined in paragraph 

      248(1) of the Income Tax Act or any successor thereof.

b)   The only persons who shall receive remuneration from the Foundation shall be the 

      employed staff.

c)   The head office of the Corporation shall be in the City of St. Catharines, in the 

      Province of Ontario, at such place therein as the Board may from time to time 

      by resolution determine.

d)   The corporate seal of the Corporation shall be as the Board may be resolution

      from time to time adopt and shall be entrusted to the Secretary of the Corporation 

      for its use and safe keeping.

ARTICLE 2.1

MEMBERS

Members of the Corporation

The Members of the Corporation shall be those who support the goals and objectives of the Foundation

through donations and volunteer services.

All Members that are Members of record of the Corporation shall be entitled to participate in the annual meeting 

and special meetings and shall be entitled to vote at such meetings.

ARTICLE 2.2

MEETINGS

Annual Meetings

2.2 (1) The annual meeting of the Corporation shall be held in a place designated by the Board within 180 days 

           following the end of the fiscal year.

2.2 (1) The purpose of the annual meeting shall be to receive the reports of officers and committees, elect Trustees,

          appoint auditors, approve the annual audited financial statements, and conduct other business as determined by the Board.

ARTICLE 2.3

SPECIAL MEETINGS

Special Meetings

Special meetings of the Corporation may be held as determined by the Board or upon request of a quorum of Members. 

The notice of the special meeting shall state the purpose for which it is called.

ARTICLE 2.4

NOTICE OF CORPORATE MEETINGS

Corporate Meetings

Unless otherwise provided for in these by‑laws, notice of the time and place of meetings shall be mailed to members

not less than thirty days prior to such meetings.

ARTICLE 2.5

VOTE OF MEETINGS

Vote of Meetings

Voting at Corporation and Board Meetings shall be conducted by a show of hands, unless any Member

present requests a secret ballot.

Motions shall be decided by a simple majority of votes. In the case of equality of votes, the chairman,

having not voted, shall have the deciding vote.

ARTICLE 2

QUORUM

Quorum

A minimum of 50 percent plus one shall constitute a quorum for Annual and Special meetings

ARTICLE 2.7

WAIVER OF MEETINGS

Waiver of Meetings

Any Member of the Corporation may waive notice of meeting in writing.

ARTICLE 2.8

CONDUCT OF MEETINGS

Conduct of Meetings

Proceedings at meetings of the Corporation, the Board of Trustees and any committees 

thereof shall be governed by the rules of parliamentary procedure established by J. M. Wainberg: 

Company Meetings including Rules of Order:  3rd edition, 1982.

ARTICLE 3 

BOARD OF TRUSTEES

Board of Trustees

The Board shall consist of Trustees elected from the Corporation membership.

Ex‑officio Trustees may be appointed by the Board of Trustees and may include

cross‑over appointments from the Board of Directors, Foundation Executive Director and invited Staff.

ARTICLE 3.1

NUMBER OF TRUSTEES

Number of Trustees

There shall be twenty Trustees elected from the membership

ARTICLE 3.2

ELECTIONS AND TERM OF OFFICE

Elections and Term of Office

Trustees shall be elected for a term not to exceed two years, but shall be eligible for subsequent re‑election on completion of any previous term.

ARTICLE 3.3

QUORUM

Quorum

A quorum for Board of Trustees meeting shall consist of 50 percent plus one, excluding ex‑officio Trustees.

ARTICLE 3.4

FILLING OF VACANCIES

Filling of Vacancies

The Board shall have the discretion to fill vacancies on the Board of Trustees between annual meetings.

ARTICLE 3.5

REMOVAL OF TRUSTEES

Removal of Trustees

At a duly constituted meeting of the Board, a Trustee may be removed from office before the expiration of his term 

by a two‑thirds majority vote of the Trustees for just cause.

ARTICLE 3.6

DUTIES OF TRUSTEES

Duties of Trustees

The Trustees shall:

3.6 (1) Be responsible for the operation of the Foundation;

3.6 (2) Ensure that the Foundation functions in accordance with all statutes and regulations pertaining to 

          not‑for‑profit charitable Foundations;

3.6 (3) Provide such specific policies that are required to establish a general framework within which Foundation staff 

          and volunteers can establish procedure for the management of the day‑to‑day process within the Foundation;

3.6 (4) Delegate responsibility and authority to appropriate staff and volunteers and require accountability to the Trustees;

3.6 (5) Review annually the functions of the Foundation in relation to its objectives as stated in the Letters Patent and 

          the Memorandum of Intent with the Centre;

3.6 (6) Keep members of the Foundation, the Centre, donors, and the community informed about the Foundation’s activitie

3.6 (7) Within resources available to the Foundation, plan and implement activities which will produce optimum returns 

          of money and materials;

ARTICLE 3.7

FIDUCIARY DUTY

Fiduciary Duty

Trustees shall exercise their office with responsibility to the public, employees and members of the Corporation, and shall

exercise reasonable care, skill and diligence in performance of all duties undertaken by the Trustees.

ARTICLE 3.8

CONFLICT OF INTEREST

Conflict of Interest

3.8 (1) No Trustee shall vote on any matter in which he has a financial interest and shall declare the details of such 

          interest prior to a vote on such matter;

3.8 (2) A Trustee with a financial interest in any matter before the Board shall abstain from discussion from that portion

          of the meeting in which the matter is discussed and during a vote on such matter;

3.8 (3) Neither the solicitor nor the auditor nor a partner of the solicitor or auditor for the Centre shall be eligible for

          membership on the Board but may attend Board meetings at the request of the Board;

ARTICLE 3.9

INDEMNIFICATION OF MEMBERS

Indemnification of Members

3.9 (1) Every Trustee or officer of the Foundation and his estate and effects, respectively, shall from time to time and at all times, 

          be indemnified and saved harmless out of the monies of the Foundation from and against:

(a) all costs, charges and expenses whatsoever which such trustee or officers may sustain or incur in or about any action, 
     suit or proceeding which is brought, commenced or prosecuted against him for or in respect of any act, deed, matter 
     or thing whatsoever made, done or permitted by him, in or about the execution of the duties of his office;
 
(b) all other costs, charges and expenses which he may sustain or incur in or about or in relations to affairs of the Foundation, 
     except such costs, charges or expenses as are occasioned by his own wilful neglect or default.

3.9 (2) No Trustee or officer of the Foundation shall be liable for the acts, receipts, neglects or defaults of any other Trustee or officer 

          or employee or for joining in any receipt or other act of conformity, or for any loss, damage or expense happening to the Foundation 

          through the insufficiency or deficiency of any security in or upon which any of the monies of the Foundation shall be invested or for

          any loss or damage arising from bankruptcy, insolvency, or tortuous act of any person, former Foundation with whom any monies,

          securities or effects of the Foundation shall be deposited, or for any loss, conversion, misapplication or misappropriation of or damage 

          resulting from any dealings with any monies, securities or other assets belonging to the Foundation or for any loss occasioned by any 

          error of judgement which may happen in the execution of the duties of his office or in relation thereto unless the same shall happen by or 

          through his own wilful neglect or default.

ARTICLE 4

MEETINGS OF BOARD

Meetings of the Board

Meetings of the Board shall be held at a time and place determined by the Board.

ARTICLE 4.1

SCHEDULE OF MEETINGS

Schedule of Meetings

Board meetings shall be scheduled at least 3 times a year.   Minutes shall be kept of all Board and committee meetings and shall be 

circulated among all Trustees or committee members. Notice shall be given in writing delivered personally or mailed to each Trustee or by verbal communication 

directly to the Trustee not less than seven days prior to any such Board meetings.

ARTICLE 4.2

SPECIAL MEETINGS

Special Meetings

Special meetings of the Board shall be called  at the request of the chairman or of three Trustees at least twenty‑four hours in advance of the meeting. Notice shall be

given in writing delivered personally to each Trustee or by verbal communication directly to the Trustee. 

ARTICLE 4.3

VOTING

Voting

Voting arising at any meeting of the Board shall be decided by a majority of votes.  In case of equality of votes, the chairman of the meeting, having not voted, shall

cast the deciding vote.

All votes shall be taken by show of hands unless, if so requested by any member present, by secret ballot.

Any such provision of these by‑laws requiring a special resolution shall require a vote of two‑thirds majority of the Board and approved 

by a two-thirds majority of the membership, for passage of such resolution.

ARTICLE 4.4

ATTENDANCE

Attendance

A Trustee or member of any committee established under these by‑laws shall cease to be a Trustee or member of a 

committee if absent from five consecutive meetings of the Board or committee as the case may be, except by special resolution of the Board.

ARTICLE 4.5

WAIVER OF NOTICE

Waiver of Notice

No meeting of the Board or any committee of the  Board, shall be valid where notice has not been given according to these by‑laws except where all persons not receiving such notice waive the necessity of such notice.  Waiver of notice shall be in writing.

ARTICLE 5

EXECUTIVE COMMITTEE

Officers

The officers of the Board shall be:

Past Chairman,

Chairman,

First Vice‑Chairman

Second Vice‑Chairman

Treasurer,

Secretary 

The Officers of the Board shall be elected by the Board. The above officers may appoint up to two additional Trustees to serve as advisors at any Executive Committee meeting. 

ARTICLE 5.1

CHAIRMAN

Chairman

The Chairman of the Board shall:

     ‑      preside at all meetings of the Board;

     ‑      be responsible for the appointment of the Board members to such committees as provided for in the by‑laws;

     ‑      report to each annual meeting of the Corporation concerning the management and operation of the Foundation and at such other times as he deems necessary or at the request of the Foundation.

ARTICLE 5.2

FIRST VICE-CHAIRMAN

and SECOND VICE-CHAIRMAN

The First‑Vice Chairman shall:                    

 ‑      have all the powers and duties of the Chairman in the absence or disability of the Chairman together with such other duties that may be assigned to him from time to time by the Chairman of the Board.

The Second Vice-Chairman shall:

 ‑      In the absence or disability of the Chairman and First Vice‑Chairman, shall assume their duties.

ARTICLE 5.3

TREASURER

The Treasurer shall have:

     ‑      all the power and duties generally pertaining to that office including the responsibility for: 

     ‑      custody and control of all securities and funds;

     ‑      reports of all financial holdings and transactions of the Board;

     ‑      presenting annual audited financial statements to the Board and the Corporation of the financial

             operations of the Foundation and such other financial reports as are required from time to time by the Board, the Corporation or by law.

 ARTICLE 5.4

 SECRETARY

 The Secretary shall be responsible for:

     ‑      the minutes of all meetings of the Board and of the  executive committee; 

     ‑      all correspondence to and from the Board;

     ‑      custody of all minutes, documents and records of the Board;

     ‑      the seal of the Corporation;

     ‑      such notice as required by the by‑laws or by law of all meetings of the Board,the Corporation and of the Executive Committee:

     ‑      an attendance record of those attending meetings of the Board and of the Executive Committee;

     ‑      such other duties as ordinarily pertain to that office;

     ‑      in addition to those duties required of officers under these by‑laws,other duties may be imposed from time to time by the Board:

ARTICLE 5.5

LENGTH OF TENURE

Length of Tenure

*The length of tenure for officers will be a maximum of two years in each office.

*Officers shall be eligible for re-election for more than one term.

ARTICLE 5.6

FILLING OF VACANCIES

Filling of Vacancies

       The Board may choose to fill a vacancy of any of the officers at any time during a term of office. 

       Such vacancies shall be filled by Trustees for the completion of the interrupted term.

ARTICLE 6

COMMITTEES

Committees

6 (1) At the annual meeting of the members and subject to these by‑laws, the Chairman may appoint the following committees:

       ‑Executive;

       ‑Finance (Planning,Control and Investment)

       ‑Communications‑Development

       ‑Nominating;

       ‑Personnel

       ‑Other Committees as established by the Board;

            6 (2) The Chairperson of each committee shall be appointed by the Chairman of the Board.

       6 (3) Committees shall meet at the call of the Chairman of the Committee or of any two Members of the Committee

               or at the direction of the Chairman of the Board or at the direction of the Board.

       6 (4) Committees may include non‑members of the  Foundation.

       6 (5) Committees are restricted to research, exploration, design and recommendation. Only following consent by the 

              Board of Trustees can they act on their recommendations. 

       6 (6) Chairman of Committees shall choose committee members with appropriate expertise to fulfil that committee’s responsibilities.

ARTICLE 6.1

EXECUTIVE COMMITTEE

6.1 (1) The Executive Committee shall consist of:

          *the officers of the Board plus advisors as appointed by the officers.

6.1 (2) Each member of the Executive Committee may chair a Committee of the Board.

       6.1 (3) The Executive Committee shall discharge the full responsibilities of the Board between its regular/special meetings and will report its actions taken in the name of the Foundation to the full Board at its next meeting.

ARTICLE 6.2

FINANCE COMMITTEE

6.2 (1) The Finance Committee shall comprise at least three individuals, two of whom are Trustees including the Treasurer of the Foundation.

       6.2 (2) The Committee shall

              ‑advise the Trustees regarding all financial aspects of the Foundation’s operation;

       ‑prepare annual budgets;

       ‑ensure that accepted practices of financial management are undertaken;

       ‑recommend the appointment of an independent auditor for the ensuing year;

       ‑review annual audited Financial Statements;

       ‑Research and recommend to the Trustees investments which comply with statutes 

         concerning non‑profit charitable foundations and, at the same time, maximize financial returns.With sanction  

         from the Trustees, transactions can be undertaken by the Committee.

 ARTICLE 6.3

 COMMUNICATIONS/DEVELOPMENT

 Communications/Development

The Communications/Development Committee will:

       ‑research and design a comprehensive program to raise community awareness and to support fund

         raising process in accordance with the Memorandum of Agreement with the Centre.

       ‑evaluate annually the effectiveness of the program.

ARTICLE 7

FOUNDATION EXECUTIVE DIRECTOR

Foundation Executive Director

The Board of Trustees shall appoint an Executive Director who shall, on behalf of the Board, 

be responsible for the administration, organization and management of the Foundation. 

The Executive Director will report on operational matters directly to the Trustees, and will have a working relationship 

with the Centre’s Executive Director.

Other staff will be appointed at the discretion of the  Trustees.

ARTICLE 7.1

SELECTION

       7 (1) In the event of a vacancy of the Executive Director, the Chairman of the Board shall appoint a selection committee who will advertise and screen candidates according to current methods of executive search.

       7 (2) The selection committee shall prepare a contractual agreement between the Board and the Executive Director including an appropriate job description to be used as an interview  guide.

       7 (3) The selection committee shall recommend its final choice to the Board of Trustees for approval.

       7 (4) The Executive Director shall sign the contractual agreement as negotiated at the time of employment and shall be reviewed at the will of the Board.

ARTICLE 7.2

DUTIES

Duties

       The Executive Director shall:

       7.2 (1) Ensure that all policies as set by the Trustees are observed and are clearly expressed in all operational initiatives and activities;

       7.2 (2) Be responsible for the selection, employment, control and discharge of full and part‑time employees including contract personnel;

       7.2 (3) Attend all meetings of the Trustees unless otherwise excused;

       7.2 (4) Perform such other duties as directed from time to time by the Board of Trustees:

       7.2 (5) Act as Secretary at all Board of Trustees meetings and Executive Committee meetings, unless otherwise excused.

ARTICLE 8

BANKING AND FINANCE

Banking and Finance

8 (1) All monies received by or on behalf of the Foundation shall be deposited or invested in such manner as permitted under the Trustee Act and as designated by the Board of Trustees.

       8 (2) Any two of the Treasurer, Chairman, First  Vice‑Chairman and Executive Director are hereby authorized for and in the name of the Foundation:

                        ‑to draw, accept, sign and make all or any bills of exchange, promissory notes, cheques and orders for payment of money;

                        ‑to receive all monies and to give acquittance for same;

                        ‑subject to the prior approval of the Trustees from time to time borrow money from a bank or trust company, by  incurring an overdraft or otherwise;

                        ‑subject to the prior approval of the Board, to assign and transfer to the bank all or any stocks, bonds  and other; and

                        ‑generally, for and in the name of and on behalf of the Foundation to transact with the said bank any business they may think fit.

       8 (3) The Executive Director shall be empowered to authorize on his own authority the expenditure of funds not exceeding the sum of $2500.00 on any one item, unless 

               otherwise directed by the Chair. The Chair has the authority of granting permission to an expenditure up to $5,000. Any higher amount would require Board of Trustees approval.

8 (4) The Chairman of the Board of Trustees, the Executive Director, the Treasurer or the First Vice‑Chairman is authorized on behalf of the Foundation unless otherwise directed by the Board:

                        ‑to negotiate with, deposit with, endorse or transfer to a bank or trust company designated by the Trustees for the credit of the Foundation only all or any bills of exchange, 

                          promissory notes, cheques or papers, with prior approval of the Executive Committee of the Board of Trustees;

                        ‑to arrange, settle, balance and certify all books and accounts between the Foundation and the Foundation’s bank or trust company;

                        ‑to receive all paid cheques and vouchers and to sign a form of settlement of balance and release with prior approval of the Executive Committee of the Board of Trustees.

       8 (5) The officers and members of the Finance Committee and such other persons as designated by the Board of Trustees shall be bonded under a blanket position bond by a guarantee company,

               in such amounts as determined by  the Trustees, the expenses for which shall be borne by the Foundation.

ARTICLE 9

AUDITOR

Auditor

       9 (1) The accounts of the Foundation shall be audited annually by  an auditor licensed under the Public Accountants Act to be appointed by the Membership at its Annual meeting.

       9 (2) No person who is a member of the Board of Trustees or an employee, spouse, partner of a Member of the Board of Trustees shall be eligible for appointment under this section.

       9 (3) The auditor appointed under this section shall make a report of the audit to the Board of Trustees at its annual meeting with such recommendations as he sees fit and shall from time to

               time report to the Trustees on the progress of his work if so directed by the Trustees.

ARTICLE 10

RULES

Rules

       The Board of Trustees may pass such rules as are necessary from time to time for the operation of the Foundation.

ARTICLE 11

AMENDMENTS

Amendments

       Notice of by‑law amendments shall be tabled at an Annual or Special Meeting. Or regular meeting.

       Notice of by‑law amendments shall be mailed to all members at least thirty days prior to the meeting. 

The notice shall state the specific amendments being proposed

Confirmation of amendments require 50 percent plus one vote of Members present.

       Done and passed at the City of St. Catharines in the Province of Ontario on this_____ day of _____1994

Comfirmed by the general membership at the City of St. Catharines in the Provicne of Ontario on this ____day of ____1994.