BYLAWS

Section 1 - General

1.01 Definitions

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

"Act" means the Not-for-Profit Corporations Act, 2010 (Ontario) and, where the context requires, includes the regulations made under it, as amended or re-enacted from time to time;
"Board" means the board of directors of the Corporation;
"By-laws" means this by-law (including the schedules to this by-law) and all other by-laws of the Corporation as amended and which are, from time to time, in force and effect;
"Chair" means the chair of the Board;
"Corporation" means LM Safe Futures Initiative;
"Director" means an individual occupying the position of director of the Corporation by whatever name he or she is called;
"Member" means a member of the Corporation;
"Members" means the collective membership of the Corporation; and
"Officer" means an officer of the Corporation.

1.02 Interpretation

Other than as specified in Section 1.01, all terms contained in this By-law that are defined in the Act shall have the meanings given to such terms in the Act. Words importing the singular include the plural and vice versa, and words importing one gender include all genders.

1.03 Severability and Precedence

The invalidity or unenforceability of any provision of this By-law shall not affect the validity or enforceability of the remaining provisions of this By-law. If any of the provisions contained in the By-laws are inconsistent with those contained in the articles or the Act, the provisions contained in the articles or the Act, as the case may be, shall prevail.

1.04 Seal

The seal of the Corporation, if any, shall be in the form determined by the Board.

1.05 Execution of Documents

Deeds, transfers, assignments, contracts, obligations and other instruments in writing requiring execution by the Corporation may be signed by any two of its Officers or Directors. In addition, the Board may from time to time direct the manner in which and the person by whom a particular document or type of document shall be executed. Any person authorized to sign any document may affix the corporate seal, if any, to the document. Any Director or Officer may certify a copy of any instrument, resolution, By-law or other document of the Corporation to be a true copy thereof.

1.06 Head Office

The head office of the Corporation shall be located at 206 Ridley Cres, Grey County, ON N0C 1B0 or at such other place within Ontario as the Board may from time to time determine by resolution.

1.07 Financial Year

The financial year of the Corporation shall end on December 31 in each year or on such other date as the Board may from time to time by resolution determine.

1.08 Banking

The Board shall by resolution from time to time designate the bank in which the money, bonds or other securities of the Corporation shall be placed for safekeeping.

Section 2 - Directors

2.01 Number of Directors

The Board shall consist of a minimum of three (3) and a maximum of seven (7) Directors. The initial Board shall consist of three (3) Directors.

2.02 Qualifications

Every Director shall be an individual who is at least 18 years of age, is not an undischarged bankrupt, and has not been found to be incapable by a court. A Director need not be a Member of the Corporation.

2.03 Election and Term

The Directors shall be elected by the Members at the first meeting of Members and at each succeeding annual meeting. The term of office of the Directors shall be from the date of the meeting at which they are elected or appointed until the next annual meeting or until their successors are elected or appointed. Directors may serve consecutive terms.

2.04 Vacancies

The office of a Director shall be vacated immediately:

if the Director resigns office by written notice to the Corporation, which resignation shall be effective at the time it is received by the Corporation or at the time specified in the notice, whichever is later;
if the Director dies or becomes bankrupt;
if the Director is found to be incapable by a court or incapable of managing property under Ontario law; or
if, at a meeting of the Members, the Members by ordinary resolution remove the Director before the expiration of the Director's term of office.

2.05 Filling Vacancies

A vacancy on the Board shall be filled as follows, and the Director appointed or elected to fill the vacancy holds office for the remainder of the unexpired term of the Director's predecessor:

if the vacancy occurs as a result of the Members removing a Director, the Members may fill the vacancy by an ordinary resolution;
if there is not a quorum of Directors or there has been a failure to elect the minimum number of Directors set out in the articles, the Directors in office shall, without delay, call a special meeting of Members to fill the vacancy; and
a quorum of Directors may fill a vacancy among the Directors.

2.06 Committees

The Board may establish any committee it determines necessary for the execution of the Board's responsibilities. The Board shall determine the composition and terms of reference for any such committee. The Board may dissolve any committee by resolution at any time. The Board may appoint from their number a committee of Directors and may delegate to the committee any of the powers of the Directors except those powers set out in the Act that are not permitted to be delegated.

2.07 Remuneration of Directors

The Directors shall serve without remuneration and no Director shall directly or indirectly receive any profit from occupying the position of Director. Directors may be reimbursed for reasonable expenses they incur in the performance of their Directors' duties, as approved by the Board.

Section 3 - Board Meetings

3.01 Calling of Meetings

Meetings of the Directors may be called by the Chair or any two Directors at any time and any place on notice as required by this By-law.

3.02 Regular Meetings

The Board may fix the place and time of regular Board meetings and send a copy of the resolution fixing the place and time to each Director, and no other notice shall be required for any such meetings.

3.03 Notice

Notice of the time and place for the holding of a meeting of the Board shall be given to every Director of the Corporation not less than seven (7) days before the date that the meeting is to be held. Notice of a meeting is not necessary if all of the Directors are present, and none objects to the holding of the meeting, or if those absent have waived notice or have otherwise signified their consent to the holding of such meeting.

3.04 Quorum

A quorum for the transaction of business at a meeting of the Board shall be a majority of the Directors. Where the Board consists of three (3) Directors, the quorum shall be two (2) Directors.

3.05 Chair

The Chair shall preside at Board meetings. In the absence of the Chair, the Directors present shall choose one of their number to act as the Chair.

3.06 Voting

Each Director has one vote. Questions arising at any Board meeting shall be decided by a majority of votes. In the case of an equality of votes, the Chair shall not have a second or casting vote, and the motion shall be considered lost.

3.07 Participation by Telephonic or Electronic Means

A meeting of Directors may be held entirely by one or more telephonic or electronic means or by any combination of in-person attendance and by one or more telephonic or electronic means, provided that all persons attending the meeting are able to communicate with each other simultaneously and instantaneously. A person who, through telephonic or electronic means, attends a meeting of Directors is deemed for the purposes of the Act to be present at the meeting.

Section 4 - Officers

4.01 Officers

The Board shall appoint from among the Directors a Chair and may appoint any other person to be president, treasurer and secretary at its first meeting following the annual meeting of the Corporation. The office of treasurer and secretary may be held by the same person and may be known as the secretary-treasurer. The office of Chair and president may also be held by the same person. The Board may appoint such other Officers and agents as it deems necessary, and who shall have such authority and shall perform such duties as the Board may prescribe from time to time.

4.02 Office Held at Board's Discretion

Any Officer shall cease to hold office upon resolution of the Board. Unless so removed, an Officer shall hold office until the earlier of the Officer's successor being appointed, the Officer's resignation, or such Officer's death.

4.03 Duties of the Chair

The Chair shall preside at all meetings of the Board and at all meetings of the Members. The Chair shall perform such other duties as may be required by law or as the Board may determine from time to time.

4.04 Duties of the Treasurer

The treasurer shall have the custody of the funds and securities of the Corporation and shall keep full and accurate accounts of all assets, liabilities, receipts and disbursements of the Corporation in the books belonging to the Corporation. The treasurer shall disburse the funds of the Corporation as may be directed by proper authority, taking proper vouchers for such disbursements, and shall render to the Chair and Directors at the regular meeting of the Board, or whenever they may require it, an accounting of all the transactions and a statement of the financial position of the Corporation.

4.05 Duties of the Secretary

The secretary shall keep a roll of the names and addresses of the Members. The secretary shall ensure the proper recording and maintenance of minutes of all meetings of the Corporation, the Board and Board committees. The secretary shall attend to correspondence on behalf of the Board and shall have custody of all minute books, documents, registers and the seal of the Corporation.

Section 5 - Protection of Directors and Officers

5.01 Protection of Directors and Officers

No Director, Officer or committee member of the Corporation is liable for the acts, neglects or defaults of any other Director, Officer, committee member or employee of the Corporation or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired by resolution of the Board or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person with whom any moneys, securities or effects shall be lodged or deposited, or for any other loss, damage or misfortune whatever which may happen in the execution of the duties of his or her respective office or trust, provided that they have complied with the Act and the Corporation's articles and By-laws and exercised their powers and discharged their duties in accordance with the Act.

5.02 Indemnification

Subject to the Act, the Corporation shall indemnify a Director or Officer, a former Director or Officer, or a person who acts or acted at the Corporation's request as a director or officer of another entity, and their heirs and legal representatives, to the extent permitted by the Act, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by them in respect of any civil, criminal, administrative, investigative or other proceeding to which the individual is involved because of that association with the Corporation or other entity, provided they acted honestly and in good faith with a view to the best interests of the Corporation.

Section 6 - Conflict of Interest

6.01 Conflict of Interest

A Director who is a party to a material contract or transaction or proposed material contract or transaction with the Corporation, or is a director or officer of or has a material interest in any person who is a party to a material contract or transaction or proposed material contract or transaction with the Corporation, shall make the disclosure required by the Act. Except as provided by the Act, no such Director shall attend any part of a meeting of Directors during which the contract or transaction is discussed or vote on any resolution to approve any such contract or transaction.

Section 7 - Members

7.01 Members

Membership in the Corporation shall consist of the incorporators named in the articles and such other persons interested in furthering the Corporation's purposes and who have been accepted into membership in the Corporation by resolution of the Board.

7.02 Membership

A membership in the Corporation is not transferable and automatically terminates if the Member resigns or such membership is otherwise terminated in accordance with the Act.

7.03 Disciplinary Action or Termination of Membership for Cause

Upon 15 days' written notice to a Member, the Board may pass a resolution authorizing disciplinary action or the termination of membership for violating any provision of the articles or By-laws.
The notice shall set out the reasons for the disciplinary action or termination of membership. The Member receiving the notice shall be entitled to give the Board a written submission opposing the disciplinary action or termination not less than 5 days before the end of the 15-day period. The Board shall consider the written submission of the Member before making a final decision regarding disciplinary action or termination of membership.

Section 8 - Members' Meetings

8.01 Annual Meeting

The annual meeting shall be held on a day and at a place within Ontario fixed by the Board. Any Member, upon request, shall be provided, not less than five business days before the annual meeting, with a copy of the approved financial statements, auditor's report or review engagement report and other financial information required by the By-laws or articles.

8.02 Special Meetings

The Directors may call a special meeting of the Members. The Board shall call a special meeting on written requisition of the Members who hold at least 10 per cent of votes that may be cast at the meeting sought to be held, within 21 days after receiving the requisition, unless the Act provides otherwise.

8.03 Notice

Not less than 10 and not more than 50 days written notice of any annual or special Members' meeting shall be given to each Member, each Director and to the auditor or person appointed to conduct a review engagement. Notice of any meeting where special business will be transacted must contain sufficient information to permit the Members to form a reasoned judgment on the decision to be taken, and state the text of any special resolution to be submitted to the meeting.

8.04 Quorum

A quorum for the transaction of business at a Members' meeting is a majority of the Members entitled to vote at the meeting. If a quorum is present at the opening of a meeting of the Members, the Members present may proceed with the business of the meeting, even if a quorum is not present throughout the meeting.

8.05 Voting of Members

Business arising at any Members' meeting shall be decided by a majority of votes unless otherwise required by the Act or the By-law. Each Member shall be entitled to one vote at any meeting. Votes shall be taken by a show of hands among all Members present and the chair of the meeting, if a Member, shall have a vote. In the case of a tie vote, the motion is lost.

8.06 Participation by Telephonic or Electronic Means

A meeting of the Members may be held entirely by one or more telephonic or electronic means or by any combination of in-person attendance and by one or more telephonic or electronic means, provided that it enables all persons entitled to attend the meeting to reasonably participate. A person who, through telephonic or electronic means, votes at or attends a meeting of the Members is deemed for the purposes of the Act to be present at the meeting.

Section 9 - Notices

9.01 Service

Any notice required to be sent to any Member or Director or to the auditor or person who has been appointed to conduct a review engagement of the Corporation shall be delivered personally, or sent by prepaid mail, email or other electronic means to any such Member or Director at their latest address as shown in the records of the Corporation. Notice may be waived or the time for giving the notice may be abridged at any time with the consent in writing of the person entitled thereto.

9.02 Error or Omission in Giving Notice

The accidental omission to give any notice to any Member, Director, Officer, member of a committee of the Board or auditor, or the non-receipt of any notice by any such person where the Corporation has provided notice in accordance with the By-laws, or any error in any notice not affecting its substance, shall not invalidate any action taken at any meeting to which the notice pertained or otherwise founded on such notice.

Section 10 - Adoption and Amendment of By-laws

10.01 Amendments to By-laws

The Board may from time to time in accordance with the Act amend or repeal and replace this By-law. Any such amendment or repeal shall be effective from the date of the resolution of Directors until the next meeting of Members where it may be confirmed, rejected or amended by the Members by ordinary resolution.

Enacted: _________________________ (date)

___________________________________

Chair / President

___________________________________

Secretary

___________________________________

Director

Schedule A - Position Description of the Chair / President

Role Statement

The Chair or President shall be the chief executive officer of the Corporation and shall be responsible for implementing the strategic plans and policies of the Corporation. The Chair or President shall, subject to the authority of the Board, have general supervision of the affairs of the Corporation.

Responsibilities

Establish agendas aligned with annual Board goals and preside over Board meetings.
Serve as the Board's central point of communication with any staff or volunteers of the Corporation.
Lead the Board in monitoring and evaluating organizational performance through an annual process.
Ensure that a Board work plan is developed and implemented that includes annual goals for the Board.
Serve as the Board's primary contact with the public.
Report regularly to the Board on issues relevant to its governance responsibilities.
Set a high standard for Board conduct and enforce policies and By-laws concerning Directors' conduct.
Serve as a mentor to other Directors and ensure that all Directors contribute fully.

Schedule B - Position Description of the Treasurer

Role Statement

The treasurer works collaboratively with the Chair or President to support the Board in achieving its fiduciary responsibilities.

Responsibilities

Have custody of the funds and securities of the Corporation and keep full and accurate accounts of all assets, liabilities, receipts and disbursements.
Deposit all monies, securities and other valuable effects in the name and to the credit of the Corporation in such chartered bank or trust company as may be designated by the Board.
Disburse the funds of the Corporation as may be directed by proper authority, taking proper vouchers for such disbursements.
Render to the Chair and Directors at the regular meeting of the Board an accounting of all transactions and a statement of the financial position of the Corporation.
Present to the Members at the annual meeting the financial statement of the Corporation approved by the Board, together with the report of the auditor or review engagement, as applicable.
Maintain a high standard for Board conduct and uphold policies and By-laws regarding Directors' conduct, with particular emphasis on fiduciary responsibilities.

Schedule C - Position Description of the Secretary

Role Statement

The secretary works collaboratively with the Chair or President to support the Board in fulfilling its fiduciary responsibilities.

Responsibilities

Keep a roll of the names and addresses of the Members.
Ensure the proper recording and maintenance of minutes of all meetings of the Corporation, the Board and Board committees.
Attend to correspondence on behalf of the Board.
Have custody of all minute books, documents, registers and the seal of the Corporation and ensure that they are maintained as required by law.
Ensure that all reports are prepared and filed as required by law or requested by the Board.
Give such notice as required by the By-laws of all meetings of the Corporation, the Board and Board committees.
Attend all meetings of the Corporation, the Board and Board committees.

BYLAWS

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