COMMUNITY LIVING DUFFERIN

GENERAL OPERATING BY-LAW NO. 3

 GENERAL OPERATING BY-LAW NO. 3

A by-law relating generally to the conduct of the affairs of

COMMUNITY LIVING DUFFERIN

(an Ontario Association)

(the “Association”)

INDEX

SECTION I INTERPRETATION .................................................................................... 2

1.01 Definitions ................................................................................................. 2

1.02 Interpretation ............................................................................................ 3

SECTION II GENERAL ...................................................................................................

3

2.01 Registered Office ....................................................................................... 3

2.02 Corporate Seal ........................................................................................... 4
2.03 Fiscal Year .................................................................................................
4
2.04 Execution of Documents ........................................................................... 4
2.05 Spokesperson ............................................................................................ 4
2.06 Books and Records .................................................................................... 4
2.07 Banking ......................................................................................................
4
2.08 Auditors .....................................................................................................
4
2.09 Borrowing ..................................................................................................
5

SECTION II DIRECTORS .................................................................................................

5

3.01 Powers ........................................................................................................

5
3.02 Number .......................................................................................................
5
3.03 Qualifications ..............................................................................................

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 5
3.04 Election and Terms of Directors .................................................................
6
3.05 Consent .......................................................................................................
7
3.06 Vacation of office ........................................................................................
7
3.07 Resignation ..................................................................................................
7
3.08 Removal .......................................................................................................
7
3.09 Filling Vacancies .........................................................................................
7
3.10 Remuneration of Directors ..........................................................................
8

SECTION IV MEETINGS OF DIRECTORS ....................................................................

8

4.01 Place of Meetings .......................................................................................

8
4.02 Calling of Meetings ....................................................................................
8
4.03 Notice of Meeting .......................................................................................
8
4.04 First Meeting of New Board .......................................................................
9
4.05 Regular Meetings ........................................................................................
9
4.06 Quorum .......................................................................................................
9
4.07 Participation at Meeting by Telephone or Electronic Means ..................... 9
4.08 Chairperson of the Meeting ........................................................................
10
4.09 Votes to Govern ..........................................................................................
10
4.10 Voting Procedures .......................................................................................
10
4.11 Non-Directors at Board Meetings ...............................................................
10
4.12 Disclosure of Interest ..................................................................................
10
4.13 Confidentiality ............................................................................................
11
4.14 Delegation ...................................................................................................
11
4.15 Executive Committee ..................................................................................
12

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 4.16 Nomination Committee ...............................................................................
12
4.17 Standing Committees ..................................................................................
13
4.18 Ad Hoc Committees ....................................................................................
14
4.19 Other Committees and Advisory Bodies .....................................................
14
4.20 Remuneration of Officers, Agents, Employees ...........................................
14

SECTION V OFFICERS .....................................................................................................

15

5.01 Appointment ................................................................................................

15
5.02 Description of Offices ..................................................................................
15
5.03 Terms of Office ............................................................................................
16
5.04 Vacancy in Office ........................................................................................
17
5.05 Remuneration of Officers ............................................................................
17
5.06 Agents and Attorneys .................................................................................
17
5.07 Disclosure (Conflict of Interest) .................................................................
17

SECTION VI PROTECTION OF DIRECTORS, OFFICERS AND OTHERS ................ 17

6.01 Limitation of Liability ................................................................................

17
6.02 Indemnity of Directors and Officers .......................................................... 18
6.03 Insurance ....................................................................................................
18
6.04 Advances ....................................................................................................
19

SECTION VII MEMBERS ................................................................................................

19

7.01 General Membership ................................................................................. 19

7.02 Honourary Life Membership .................................................................... 19
7.03 Rights and Responsibilities of General Membership ............................... 19

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 7.04 Termination ............................................................................................... 19
7.05 Membership Year ...................................................................................... 19
7.06 Membership Fees ...................................................................................... 20
7.07 Age .............................................................................................................
20

SECTION VIII MEETINGS OF MEMBERS ....................................................................

20

8.01 Meeting of Members ...................................................................................

20
8.02 Record Date .................................................................................................
20
8.03 Annual Meetings .........................................................................................
20
8.04 Special Meetings .........................................................................................
20
8.05 Place of Meetings ........................................................................................
21
8.06 Notice of Meetings ......................................................................................
21
8.07 Waiving Notice ............................................................................................
21
8.08 Persons Entitled to be Present .....................................................................
21
8.09 Chairperson of the Meeting .........................................................................
21
8.10 Quorum ........................................................................................................
22
8.11 Adjournment ...............................................................................................
22
8.12 Absentee Voting ..........................................................................................
22
8.13 Votes to Govern ..........................................................................................
22
8.14 Show of Hands ...........................................................................................
22
8.15 Ballots ........................................................................................................
23
8.16 Resolution in Lieu of Meeting ....................................................................
23
8.17 Rules of Order ............................................................................................
23

SECTION IX NOTICES ....................................................................................................

23

9.01 Method of Giving Notices ......................................................................... 23

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 9.02 Computation of Time ................................................................................ 24
9.03 Omissions and Errors ................................................................................ 24
9.04 Waiver of Notice ....................................................................................... 24

SECTION X POLICIES

10.01 Board Policies ............................................................................................

24
10.02 By-law Policies ..........................................................................................
24

SECTION XI AMENDMENTS ........................................................................................

25

11.01 Amendment of Letters Patent .....................................................................

25
11.02 Amendment of By-laws ............................................................................. 25

SECTION XII IDENTIFICATION AND REPEAL OF FORMER BY-LAWS ..................

25

12.01 Repeal of Former General Operating By-law ............................................. 25

Community Living Dufferin v General Operating By-law No. 3

 GENERAL OPERATING BY-LAW NO. 3

A By-law relating generally to the conduct of the affairs of

COMMUNITY LIVING DUFFERIN

(an Ontario Association)

(the “Association”)

WHEREAS the Association was granted Letters Patent by the Ontario Government under the
Corporations Act (Ontario) on the 29th day of October, 1966 under the name Dufferin
Association for the Mentally Retarded.

AND WHEREAS the corporate name was changed to Dufferin Association for Community Living
by Supplementary Letters Patent issued by the Province of Ontario on the 11th day of August,
1987;

AND WHEREAS the corporate name was changed to Community Living Dufferin by
Supplementary Letters Patent issued by the Province of Ontario on the 17th day of October, 2002;

AND WHEREAS General Operating By-law No. 1 was enacted on the 25th day of April ,1978;

AND WHEREAS General Operating By-law No. 2 was enacted on the 17th day of October, 1995;

AND WHEREAS it is determined necessary to replace General Operating By-law No. 2, with
General Operating By-law No. 3 herein.

NOW THEREFORE BE IT ENACTED that the following By-law be enacted as the General
Operating By-law of Community Living Dufferin as follows:

Community Living Dufferin 1 General Operating By-law No. 3

 SECTION I
INTERPRETATION

I.1 Definitions

In this By-law and all other By-laws and resolutions of the Association, unless the
context otherwise requires:

(i) “Act” means the Associations Act (Ontario), R.S.O. 1990, Ch. C.38,
including any regulations made pursuant thereto, and any statute or
regulations substituted therefore, as amended from time to time;

(ii) “Board” means the Board of Directors of the Association;

(iii) “By-laws” means this by-law and all other by-laws of the Association as
amended and which are, from time to time, in force and effect;

(iv) “Association” means the legal entity incorporated as a Association

without share capital under the Act by Letters Patent dated the 29th day of
November, 1966, under the name “Dufferin Association for the Mentally
Retarded”, which corporate name was changed to “Dufferin Association
for Community Living” pursuant to Supplementary Letters Patent dated
the 11th day of August, 1987, and now known as “COMMUNITY
LIVING DUFFERIN” pursuant to Supplementary Letters Patent dated the
17th day of October, 2002;

(v) “Director” means a Member of the Board;

(vi) “Letters Patent” means the letters patent of the Association as amended
from time to time including any letters patent of continuance in the event
of subsequent substitution of the Act;

(vii) “Member” means a Member of the Association;

(viii) “Members” or “Membership” means the collective Membership of the

Association;

(ix) “Officer” means an Officer of the Association;

(x) “Ex officio” means without appointment or election, resulting from the
holding of a particular office;

(xi) “Immediate Family” means a spouse, father, mother, son or daughter;

(xii) “Past President” means the person whose terms of office as President has
most recently expired and who is willing to serve as such; and

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 (xiii) “Proxy” means a completed and executed form of proxy by means of
which a Member has appointed a person as their nominee to attend and act
for them and on their behalf at a meeting of Members.

I.2 Interpretation

In the interpretation of this By-law, unless the context otherwise requires, the following
rules shall apply:

(a) except where specifically defined herein, all terms contained herein and which are
defined in the Act shall have the meanings given to such terms in the Act;

(i) words importing the singular number only shall include the plural and
vice versa;

(ii) the word “person” shall include an individual, sole proprietorship,

partnership, unincorporated association, unincorporated syndicate,
unincorporated organization, trust, body corporate, and a natural person in
his capacity as trustee, executor, administrator, or other legal
representative;

(iii) words importing the masculine gender include the feminine and neuter
genders;

(iv) the headings used in the By-laws are inserted for reference purposes only
and are not to be considered or taken into account in construing the terms
or provisions thereof or to be deemed in any way to clarify, modify or
explain the effect of any such terms or provisions;

(v) the By-laws of the Association shall be strictly interpreted at all times in
accordance with and subject to the contained in the Letters Patent of the
Association, which objects for purposes of this By-law are incorporated
by reference and made a part hereof; and

(vi) if any of the provisions contained in the By-laws are inconsistent with
those contained in the Letters Patent or the Act, the provisions contained
in the Letters Patent or the Act, as the case may be, shall prevail.

SECTION II
GENERAL

II.1 Registered Office

The head office of the Association shall be in the County of Dufferin, in the Province of
Ontario.

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 II.2 Corporate Seal

The seal, an impression of which is stamped

in the margin hereof, shall be the seal of the
Association.

II.3 Fiscal Year

Unless otherwise changed by resolution of the Board, the fiscal year end of the
Association shall be the 31st day of March in each year.

II.4 Execution of Documents

Deeds, transfers, assignments, contracts, obligations and other instruments in writing

requiring execution by the Association may be signed by any two (2) of its Officers.
Notwithstanding the foregoing, the Board may from time to time direct the manner in
which and the person or persons by whom a particular document or type of document
shall be executed. Any person authorized to sign any document may affix the corporate
seal thereto.

II.5 Spokesperson

The Board shall give authority to one or more Directors, Officers or employees of the
Association to make statements to the news media or public about matters brought before
and authorized by the Board.

II.6 Books and Records

The Board shall see that all necessary books and records of the Association required by
the By-laws of the Association or by any applicable statute or law are regularly and
properly kept.

II.7 Banking

The banking business of the Association shall be transacted at such bank, trust company
or other firm or Association carrying on a banking business in Canada or elsewhere as
the Board may designate, appoint or authorize from time to time by resolution. The
banking business or any part thereof shall be transacted by any two (2) Officers of the
Association and/or other persons as the Board may by resolution from time to time
designate, direct or authorize.

II.8 Auditors

The Members shall at each annual meeting appoint an auditor to audit the accounts of the
Association for report to Members who shall hold office until the next following annual
meeting provided, however, the Directors may fill any casual vacancy in the office of the
auditor. The remuneration of the auditor shall be fixed by the Board. The auditor may
not be a Director, Officer or employee of the Association, unless the consent of all
Members has been obtained.

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 II.9 Borrowing

(a) Borrowing Authority

Subject to the limitations set out in the Act, the Letters Patent of the Association
and this By-law, the Board may:

(i) borrow money on the credit of the Association;

(i) issue, sell or pledge securities of the Association; or

(ii) charge, mortgage, hypothecate or pledge all or any of the

real or personal property of the Association including book
debts, rights, powers, franchises and undertakings, to
secure any securities or any money borrowed or other debt
or any other obligation or liability of the Association.

(b) Authorization

From time to time, the Board may authorize any Director or Officer or other
persons of the Association to make arrangements with reference to money
borrowed or to be borrowed as to the terms and conditions of the loan thereof,
and as to the security to be given therefore, with power to vary or modify such
arrangements, terms and conditions and to give such additional security as the
Board may authorize and generally to manage, transact and settle the borrowing
of money by the Association.

SECTION III
DIRECTORS

III.1 Powers

Subject to the Act and the Letters Patent, the Board shall manage or supervise the
management of the activities and affairs of the Association.

III.2 Number

There shall be twelve (12) Directors.

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 III.3 Qualifications

Each Director shall be an individual who is not less than 18 years of age and shall have
been a voting Member of the Association for not less than thirty (30) calendar days prior
to their election or appointment and shall remain a voting Member of the Association
throughout their term of office. No person who has been found by a court in Canada or
elsewhere to be mentally incompetent or who has the status of a bankrupt shall be a
Director. A Director must be in full agreement with the governing documents of the
Association.

A Director appointed to fill a vacancy on the Board shall continue in office for the
remainder period for which they were appointed.

Persons employed by the Association, any Member of the immediate family of an

employee of the Association and any former employee of the Association (for a period of
three (3) years after termination of employment) shall not be eligible for election or
appointment to the Board.

III.4 Election and Term of Directors

(a) Subject to the provisions of this By-law, Directors shall be elected by the
Members at the Annual Meeting from the slate of nominations presented by the
Nomination Committee.

(b) The election of Directors at the annual meeting of Members shall be by ballot and
the Chair of the annual meeting shall declare the persons receiving the highest
number of votes to be duly elected to the Board of Directors. In the case of a tie
for any position on the Board of Directors, a second ballot shall be cast by the
Members to determine which person among those who were tied in votes as a
result of the earlier casting of ballots at the said annual meeting shall be elected to
the position of Director.

(i) The Directors' term of office shall be three (3) years calculated from the
date of the meeting at which they are elected until the third annual
meeting next following or until their successors are elected.

(ii) Subject to the provisions of the Associations Act, Directors, other than the
ex-officio Director(s), shall be elected by Members entitled to vote and
shall retire in rotation.

(iii) The maximum number of terms for each Director is three (3) terms of
three (3) years. A Director will be eligible for re-election to the Board at
the end of his or her term up to the maximum number of terms provided
that such Director continues to meet the qualification requirements to be a
Director. Upon the completion of the maximum term on the Board, a
minimum of a one (1) year absence is required before eligibility for re-
election to Membership on the Board is restored.

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 (iv) A Director may be extended beyond the term of their Directorship if their
skills and abilities are considered unique at the present time for the proper
guidance and in the best interests of the Association. Such an extension
shall be for one (1) additional term of three (3) years and passed by the
Board of Directors.

III.5 Consent

No Member shall be considered a candidate for Director until they consent to their
nomination.

III.6 Vacation of office

A Director ceases to hold office when the Director dies, resigns, is removed from office
by the Members, becomes disqualified to serve as Director, acquires the status of a
bankrupt, becomes mentally incompetent, is convicted of any criminal offence or is
absent from meetings of the Board for a cumulative total of fifty one percent (51%) or
more of the meetings during any 12 month period following his election or the
anniversary of his election without providing reasonable written explanation for such
absence based upon health considerations or other extenuating circumstances that are
acceptable to the Board.

III.7 Resignation

A Director may resign from office by giving a written resignation to the Association and
such resignation becomes effective when received by the Association or at the time
specified in the resignation, whichever is later.

III.8 Removal

Subject to the Act, the Members may, by a two-thirds (2/3) resolution passed at a
meeting of Members, remove any Director from office before the expiration of the
Director’s term and may elect a qualified individual to fill the resulting vacancy for the
remainder of the term of the Director so removed, failing which such vacancy may be
filled by the Board. A Director shall be automatically removed from his or her office if
he or she no longer fulfils all of the qualifications to be a Director in Section as
determined in the sole discretion of the Board

III.9 Filling Vacancies

Subject to Section above and to the provisions of the Act, a vacancy on the Board may
be filled for the remainder of its term by a qualified individual by resolution of a quorum
of the Board. If there is not a quorum of Directors or if a vacancy results from the
failure to elect the number of Directors required to be elected at any meeting of
Members, the Directors then in office shall forthwith call a special meeting of Members
to fill the vacancy and, if they fail to call a meeting or if there are no Directors then in
office, the meeting may be called by any Member.

Community Living Dufferin 7 General Operating By-law No. 3

 So long as a quorum of Directors remains in office, any vacancy occurring on the Board
shall, as much as possible, be filled for its unexpired term within sixty (60) days from the
date on which the Board declares the seat vacant either:

(i) by election if an annual Meeting of Members falls within the sixty (60)
day period; or

(ii) where no annual Meeting of Members falls within the sixty (60) day
period, by having those Directors remaining in office designate a suitable
Person from among the Members to fill the vacancies for the unexpired
term, provided that such Person fulfils all the qualifications to be a
Director as set out in Section .

III.10 Remuneration of Directors

The Directors shall serve as such without remuneration and no Director shall directly or
indirectly receive any profit from occupying the position of Director; provided that a
Director may be reimbursed for reasonable expenses incurred by the Director in the
performance of the Director’s duties.

SECTION IV
MEETINGS OF DIRECTORS

IV.1 Place of Meetings

Meetings of the Board may be held at the head office of the Association or at any other
place within or outside of Canada, as the Board may determine.

IV.2 Calling of Meetings

Meetings of the Board may be called by the President, the Vice-President or by the
requisition of any three (3) Directors at any time upon the said requisition being
delivered to the Secretary.

IV.3 Notice of Meeting

Unless sent by mail, forty-eight (48) hours notice of a meeting of the Board shall be
given to each Director. Notice of any such meeting that is sent by mail shall be served in
the manner specified in Section of this By-law not less than fourteen (14) days
(exclusive of the day on which the notice is delivered or sent but inclusive of the date for
which the notice is given) before the meeting is to take place. Notwithstanding the
foregoing, notice of a meeting shall not be necessary if all of the Directors are present,
and none objects to the holding of the meeting, or if those absent have waived notice of
or have otherwise signified their consent to the holding of such meeting. Notice of an
adjourned meeting is not required if the time and place of the adjourned meeting is
announced at the original meeting.

Community Living Dufferin 8 General Operating By-law No. 3

 IV.4 First Meeting of New Board

Provided that a quorum of Directors is present, a newly elected Board may, without
notice, hold its first meeting immediately following the meeting of Members at which
such Board is elected.

IV.5 Regular Meetings

The Board may appoint a day or days in any month or months for regular meetings of the
Board at a place and hour to be named. A copy of any resolution of the Board fixing the
place and time of such regular meetings of the Board shall be sent to each Director
forthwith after being passed, and no other notice shall be required for any such regular
meeting. provided that the Board shall regularly meeting a minimum of nine (9) times
per years and that there be no more than ninety (90) days between such Board meetings.

IV.6 Quorum

A quorum for the transaction of business at any meeting of the Board shall be a majority
of the Directors then in office, provided that vacancies on the Board shall not be included
when establishing the requisite quorum; but in no case shall the quorum be less then 2/5
of the Board taking into account vacancies on the Board. Only those Directors present in
person, by telephone or electronically shall be counted in determining whether or not a
quorum is present.

IV.7 Participation at Meeting by Telephone or

Electronic Means

The Directors may, if all are in agreement and have provided their written consent,
participate in a Board meeting using telephonic, electronic or other means permitting all
participants to communicate adequately with each other during the meeting provided
that:

(a) the Board of the Association has passed a resolution addressing the mechanics of
holding such a meeting and dealing specifically with how security issues should
be handled, the procedure for establishing quorum and recording votes; and

(i) each Director has equal access to the specific means of communication to
be used.

A Director participating in the meeting by such means shall be deemed for the purposes
of the Act to have been present at that meeting. A written consent pursuant to this
section may be given before or after the meeting to which it relates and may be a
“blanket” consent, relating to all meetings of the Board and/or committees of the Board.

IV.8 Chairperson of the Meeting

The chairperson of Board meetings shall be the President, or the Vice-President if the
President is absent or unable to act. In the event that the President and the Vice-President

Community Living Dufferin 9 General Operating By-law No. 3

 are absent, the Directors who are present shall choose one of their number to chair the
meeting.

IV.9 Votes to Govern

Each Director is authorized to exercise one (1) vote. At all meetings of the Board, every
question shall be decided by a majority of the votes cast on the question. In case of an
equality of votes, the chairperson of the meeting in addition to an original vote shall have
a second or casting vote. There shall be no proxy voting at Board meetings.

IV.10 Voting Procedures

Every question shall be decided in the first instance by a show of hands and, unless a poll
(secret ballot) is demanded, a declaration by the Chair that the motion has been carried or
not carried, and an entry to that effect in the minutes of the meeting shall be sufficient
proof of the fact, without proof of the number or proportion of the votes accorded in
favour or against such motion.

IV.11 Non-Directors at Board Meetings

Upon invitation by the Board or the President, or upon the request of one or more
Member(s) and subject to the prior approval of the Board or, if so designated by the
Board, the President, Members or other non-Directors may attend and speak at meetings
of the Board, but in no case shall a Member or non-Director be entitled to vote thereat.
Non-Directors or Members may be asked to absent themselves from a meeting when the
Board or Chair decides that the agenda item to be discussed is confidential to the Board.

IV.12 Disclosure of Interest

(a) Prohibition

Save and except where specifically permitted by law and as approved by the
Board, a Director and his or her family Members shall not enter into a contract,
business transaction, financial arrangement or other matter with the Association
in which the Director or any of his or her family Members has any direct or
indirect personal interest, gain or benefit.

(b) Disclosure

Any Director who has any direct or indirect personal interest, gain or benefit in
an actual or proposed contract, business transaction, financial arrangement or
other matter with the Association as described in (a) above, whether permitted by
law or not shall declare their interest therein at the first opportunity at a meeting
of the Board.

Community Living Dufferin 10 General Operating By-law No. 3

 (c) Material Interest

Notwithstanding the provisions in this Section herein, no disclosure or prohibition

of involvement is required in relation to any actual or proposed contract, business
transaction, financial arrangement, or other matter with the Association unless the
direct or indirect personal interest, gain or benefit of the Director in such contract,
business transaction, financial arrangement or other matter is of a material nature.
The phrase “material nature” shall mean that the Director in question, directly or
indirectly, is personally receiving a material benefit or gain of some kind, either
financially or otherwise, with the determination of “material nature” in such
circumstances to be determined by the Board from time to time, subject to the
overriding compliance with the common law concerning conflict of interest of
Directors as fiduciaries and the provisions of the Act.

(d) Procedure Where Disclosure

The chair of Board meetings shall request any Director who has declared a direct
or indirect (i.e. through his or her family Members) personal interest, gain or
benefit in any proposed contract, business transaction, financial arrangement, or
other matter with the Association, to absent himself during the discussion of and
vote upon the matter, with such action being recorded in the minutes.

(e) Consequences of Contravention

In the event that the Board proceeds with a contract, business transaction,
financial arrangement, or other matter, in which a Director has a direct or indirect
personal interest, gain or benefit in contravention of this section herein, save and
except where permitted by law and approved by a resolution of a majority of the
votes cast at a Board meeting, such Director shall be required to immediately
resign from the Board, failing which he shall be deemed to have resigned from
the Board upon the passing of a Board resolution to that effect.

IV.13 Confidentiality

Every Director, Officer, committee Member, employee and volunteer, shall respect the
confidentiality of matters brought before the Board or before any committee of the
Board, or any matter dealt with in the course of employment or involvement of such
person in the activities of the Association.

IV.14 Delegation

Subject to the Act, the Board may appoint from their number a Chair Person or a
committee of Directors and delegate to the Chair Person or committee any of the powers
of the Board.

IV.15 Executive Committee

(a) There shall be an Executive committee composed of the president, vice-president,

treasurer and the past president. The Executive committee shall exercise such

Community Living Dufferin 11 General Operating By-law No. 3

 powers as are authorized by the Board including, but not limited to, the
following:

(i) be responsible for the management of the affairs of the Association in the
periods between meetings of the Board and, in so doing, shall possess and
may exercise all powers of the Board, subject to any restrictions or
regulations which the Board may from time to time impose, and shall
exclude such powers which by law must be retained by the Board itself;

(ii) act for the Board in the interim on matters requiring immediate attention
except matter which are counter to approved Board policies or decisions;

(iii) consider all emergency requests for funds and may, in such circumstances,
authorized on behalf of the Board, expenditures not provided for in the
adopted budget;

(iv) ensure the periodic review and updating of the by-laws of the Association;
and

(v) perform such other duties as may be assigned by the Board.

All actions and decisions so taken by the Executive committee shall be subject to
review by the Board at its next regular meeting but no act done or right acquired
by such action shall be prejudicially affected by any amendment or rejection of
such action.

(b) Executive committee Members shall receive no remuneration for serving as such,
but are entitled to reasonable expenses incurred in the exercise of their duty.

(i) Notice of all meetings shall be communicated to all Members of the

Executive Committee at least seven (7) calendar days prior to the meeting
except that such notice may be waved by consent of all Members of the
Executive Committee. If the time and place for regular meetings of the
Executive Committee are established in advance with the approval of all
Members of the Executive Committee, there shall be no need to give
notice of such regular meetings. If the Executive Committee must meet
to deal with an extraordinary or emergency situation, the Secretary shall
attempt to give as much notice as is possible of such a meeting, but there
is no legal requirement to do so.

IV.16 Nomination Committee

(a) The Board of Directors shall appoint a nomination committee which shall be
composed of a chairperson who is a Director of the Board, together with such
additional Directors and/or Members in such number as may be determined by
the Board from time to time provided that a majority of the nomination
committee Members are Directors. Vacancies of Members of the Board of the
nomination committee shall be filled by the Board by those eligible to serve
according to the aforementioned composition. No Member of the nomination

Community Living Dufferin 12 General Operating By-law No. 3

 committee who is otherwise qualified shall be disqualified from nomination for
any other position in the Association.

(i) The responsibilities of the nomination committee shall include soliciting

from the Members of the Association potential nominees for election to
the Board of Directors provided that such nominations are received at
least thirty (30) calendar days prior to the annual meeting; reviewing and
determining which nominees for election to the Board shall be
recommended and presented to the Membership for consideration at the
annual meeting; and presenting the said recommended nominees for
election to the Board of Directors to the Membership at the annual
meeting.

(b) Any nomination committee Member may be removed by a majority vote of the
Board. Nomination committee Members shall receive no remuneration for
serving as such, but are entitled to reasonable expenses incurred in the exercise of
their duty.

(i) The Nominating Committee shall meet at the call of the Chair at least
three (3) times a year.

IV.17 Standing Committees

(a) The Board of Directors may by resolution establish such standing committees as
it determines necessary from time to time. The number of Members on each
standing committee and the mandate of such standing committee may be
determined by resolution of the Board of Directors from time to time, provided
that the chair of each standing committee is a Director appointed by the Board,
the Members include one or more additional Directors appointed by the Board,
the president and the Executive Director as ex officio Members of each standing
committee, and other individuals may be appointed as committee Members by the
chair of the standing committee. The standing committees are expected to have a
continuing existence from year to year but the Board of Directors shall review on
an annual basis the continuing need for each standing committee.

(i) The specific duties of each standing committee arising from the mandate
given by the Board shall be determined by such standing committee in
writing and approved by the Board; shall include the formulation and
recommendation to the Board of policies and plans affecting matters for
which it is responsible, together with the observance and monitoring of
such policies and plans; shall include the keeping of minutes at each
meeting of the committee, shall include reporting and making
recommendations to the Board as requested by the Board; and shall
require that the chair of each standing committee to submit a report on
that committee's activities over the past year at the annual meeting.

Community Living Dufferin 13 General Operating By-law No. 3

 (b) Any standing committee Member may be removed by a majority vote of the
Board. Standing committee Members shall receive no remuneration for serving as
such, but are entitled to reasonable expenses incurred in the exercise of their duty.

(c) The standing committee shall meet at the call of the Chair at least three (3) times
a year.

IV.18 Ad Hoc Committees

(a) The Board of Directors by resolution may establish such ad hoc committees as it
determines necessary from time to time. The mandate and numbers of Members
on each ad hoc committee shall be determined by the Board of Directors from
time to time, provided that a majority of the Members of each ad hoc committee
shall be Members of the Association and any Members of an ad hoc committee
that are employees shall not have a vote at meetings of the said committee. Ad
hoc committees are formed for a specific purpose and are automatically dissolved
once they submit their final report to the Board of Directors. However, the Board
shall review on an annual basis the continuing need for each ad hoc committee.

(b) Any ad hoc committee Member may be removed by a majority vote of the Board.
Ad hoc committee Members shall receive no remuneration for serving as such,
but are entitled to reasonable expenses incurred in the exercise of their duty.

(c) The ad hoc committee(s) shall meet at the call of the Chair.

IV.19 Other Committees and Advisory Bodies

The Board may from time to time appoint any committee or other advisory body, as it
deems necessary or appropriate for such purposes and, subject to the Act, with such
powers as the Board shall see fit. Any such committee may formulate its own rules of
procedure, subject to such regulations or directions as the Board may from time to time
make. Any committee Member may be removed by resolution of the Board. The Board
may fix any remuneration for committee Members who are not also Directors of the
Association. Unless otherwise determined by the Board, a committee shall have the
power to fix its quorum at not less than a majority of its Members, to elect its chairperson
and to otherwise regulate its procedure. An Advisory Committee may be formed at the
discretion of the Board.

IV.20 Remuneration of Officers, Agents,

Employees

The remuneration of Officers, agents, employees and committee Members shall, subject
to the other provisions of this By-law, be fixed by the Board by resolution provided that
the Board may delegate this function to an Officer or Officers of the Association.

Community Living Dufferin 14 General Operating By-law No. 3

 SECTION V
OFFICERS

V.1 Appointment

The Board may designate the offices of the Association, appoint Officers on an annual or
more frequent basis, specify their duties and, subject to the Act, delegate to such Officers
the power to manage the affairs of the Association. A Director may be appointed to any
office of the Association. An Officer may, but need not be, a Director unless this By-law
otherwise provides. No two offices may be held by the same person. The appointed
Executive Officers of the Association (except the Secretary) shall have served on the
Board for at least one (1) year prior to appointment.

V.2 Description of Offices

Unless otherwise specified by the Board (which may, subject to the Act, modify, restrict
or supplement such duties and powers), the offices of the Association, if designated and
if Officers are appointed thereto, shall have the following duties and powers associated
therewith:

(a) President - The president shall be a Director. The president shall represent the
Association in the community; preside at all meetings of the Membership and act
as Chair of the Board and the Executive Committee; exercise general supervision
over all Association activities in accordance with policies determined by the
Board; and be a Member ex-officio of all Committees, except the Nominating
Committee.

(b) Vice-President - The vice-president shall be a Director. The Vice-President shall

assume the duties of the presidency in the absence for any reason, of the
President; and carry out such duties as are assigned by the Board or the President.

(c) Treasurer – The treasurer shall be a Director. The Treasurer, and such other
Officer(s) as may be appointed by the Board from time to time to assist the
Treasurer, shall ensure general supervision over the financial administration of
the Association; ensure that full and accurate accounts of all receipts and
disbursements are maintained; ensure that all monies or other valuable effects in
the name of and to the credit of the Association are deposited in such banks as
may be directed by the Board; ensure the disbursement of funds in accordance
with the direction by the Board; ensure the submission of the books of account
for audit at the close of the financial year and present the audited financial
statements to the Membership at the Annual Meeting of Members; and carry out
such duties as are assigned by the Board or the President.

(d) Secretary - The Secretary, and other Officer(s) as may be appointed by the
Board from time to time to assist the Secretary, shall: ensure proper notice is
given for Board meetings, Executive Committee meetings and Annual and
General Meetings of Members; ensure the maintenance of accurate records of all
Annual and General Meetings of Members, Board meetings and Executive
Community Living Dufferin 15 General Operating By-law No. 3
 Committee meetings; ensure that Association records are regularly and properly
kept and all business is conducted in accordance with any applicable statute or
law, the Letters Patent and By-laws and further policies and procedures
established by the Board; cause to be maintained at the head office of the
Association: a copy of the Letters Patent and of all Supplementary Letters Patent
of the Association; all By-laws and resolutions of the Association, a register of
Members in which is set out the names alphabetically arranged and the addresses
of all persons who are Members of the Association, such lists of Members to be
kept by the Association for ten years, a register of Directors in which is set out
the names, addresses and occupations of all persons who are or have been
Directors of the Association and the date on which each Director became a
Director and, if they have ceased to be a Director; ensure the maintenance and
control of all correspondence; ensure receipt by the Board of all reports of the
Committee Chairs and the presentation of reports, statements, budgets or surveys
required by the Board, Committees or outside agencies; be the custodian of the
Association’s corporate seal and all its documents; and carry out such duties as
are assigned by the Board or the President.

(e) Executive Director – The Board shall appoint an Executive Director who shall
hold such position at the pleasure of the Board. Subject to any duties or
responsibilities imposed or any directions given from time to time by the Board,
the Executive Director shall be the chief operating Officer of the Association
responsible for all day-to-day operation of the Association in accordance with the
policies established by the Board. The Executive Director shall report to and be
accountable to the Board. The Executive Director shall be a Member ex-officio
of all Committees of the Board, except the Nominating Committee. The
Executive Director has no power to vote.

V.3 Term of Office

(a) With the exception of the Executive Director, Officers shall hold their position
for a period of two (2) years, or, in those cases where an Officer is appointed by
the Board to fill a vacancy during the year, until the first meeting of the Board
immediately following the annual general meeting. The office of the Executive
Director shall hold office at the discretion of the Board.

(i) A Director may be extended beyond the term of their Directorship if their
skills and abilities are considered unique at the present time for the proper
guidance and in the best interest of the Association. Such an extension
shall be for one (1) additional term of three (3) years and passed by the
Board of Directors.

(ii) The office of the Executive Director shall hold office at the discretion of
the Board.

Community Living Dufferin 16 General Operating By-law No. 3

 V.4 Vacancy in Office

In the absence of a written agreement to the contrary, the Board may remove, by a two-
thirds (2/3) vote, whether for cause or without cause, any Officer of the Association.
Unless so removed, an Officer shall hold office until the earlier of:

(a) the expiry of the then current term of office;

(b) the Officer’s successor being appointed,

(c) the Officer’s resignation,

(d) such Officer ceasing to be a Director (if a necessary qualification of this

appointment) or

(e) such Officer’s death,

whichever shall first occur. If the office of any Officer of the Association shall be or
become vacant, the Directors may, by resolution, appoint a person to fill such vacancy.

V.5 Remuneration of Officers

The remuneration of all Officers appointed by the Board shall be determined from time
to time by resolution of the Board except that no Officer who is also a Director shall be
entitled to receive remuneration for acting as such. All Officers shall be entitled to be
reimbursed for reasonable expenses incurred in the performance of the Officer’s duties.

V.6 Agents and Attorneys

Subject to the By-laws, the Board may authorize any Officer from time to time to
appoint agents or attorneys for the Association in or out of Canada with such powers of
management, administration or otherwise as the Board considers fit.

V.7 Disclosure (Conflict of Interest)

An Officer shall have the same duty to disclose such Officer’s interest in a material
contract or transaction or proposed material contract or transaction with the Association,
as is imposed upon Directors pursuant to the provisions of the Act and the By-laws.

SECTION VI
PROTECTION OF DIRECTORS, OFFICERS AND OTHERS

VI.1 Limitation of Liability

Except as otherwise provided in the Act, no Director or Officer for the time being of the
Association shall be liable for the acts, receipts, neglects or defaults of any other Director
or Officer or employee or for any loss, damage or expense happening to the Association

Community Living Dufferin 17 General Operating By-law No. 3

 through the insufficiency or deficiency of title to any property acquired by the
Association or for or on behalf of the Association or for the insufficiency or deficiency
of any security in or upon which any of the moneys of or belonging to the Association
shall be placed out or invested or for any loss or damage arising from the bankruptcy,
insolvency or tortious act of any person including any person with whom or which any
moneys, securities or effects shall be lodged or deposited or for any loss, conversion,
misapplication or misappropriation of or any damage resulting from any dealings with
any moneys, securities or other assets belonging to the Association or for any other loss,
damage or misfortune whatever which may happen in the execution of the duties of the
Director’s or Officer’s respective office or trust or in relation thereto unless the same
shall happen by or through the Director’s or Officer’s own wilful neglect or default.

VI.2 Indemnity of Directors and Officers

Subject to the Act, the Association may indemnify a Director or Officer of the
Association, a former Director or Officer of the Association or another individual who
acts or acted at the Association's request as a Director or Officer or in a similar capacity
of another entity, and such person’s heirs and legal representatives, against all costs,
charges and expenses, including an amount paid to settle an action or satisfy a judgment,
reasonably incurred by such person in respect of any civil, criminal, administrative or
investigative action or other proceeding in which the individual is involved because of
that association with the Association or other entity if,

(a) he acted honestly and in good faith with a view to the best interests of the
Association or, as the case may be, to the best interests of the other entity for
which the individual acted as Director or Officer or in a similar capacity at the
Association’s request; and

(b) in the case of a criminal or administrative action or proceeding that is enforced by

a monetary penalty, he had reasonable grounds for believing that his conduct was
lawful.

The Association may indemnify such person in all such other matters, actions,
proceedings and circumstances as may be permitted by the Act or the law. Nothing in
this By-law shall limit the right of any person entitled to indemnity to claim indemnity
apart from the provisions of this By-law.

VI.3 Insurance

The Association may purchase and maintain insurance for the benefit of any person
entitled to be indemnified by the Association pursuant to the immediately preceding
Section, provided that due consideration is first given to the requirements under the
Charities Accounting Act (Ontario) for the purchase of Directors and Officers liability
insurance.

VI.4 Advances

With respect to the defence by a Director or Officer of any claims, actions, suits or
proceedings, whether civil or criminal, for which the Association is liable to indemnify a
Community Living Dufferin 18 General Operating By-law No. 3
 Director or Officer pursuant to this By-law, the Association may advance to the Director
or Officer such funds as may be reasonably necessary for the defence of such claims,
actions, suits or proceedings upon written notice by the Director or Officer to the
Association disclosing the particulars of such claims, actions, suits or proceedings and
requesting such advance.

SECTION VII
MEMBERS

VII.1 General Membership

Unless otherwise determined by the Board, a General Membership shall be open to any
person who supports the purposes and objects of the Association and who pays an annual
Membership due, except persons employed by the Association or by other local
associations with which the Association is affiliated.

VII.2 Honourary Life Membership

An Honourary Life Membership may be conferred by the Board on any person who has
made an outstanding contribution to the Association or the movement as a whole.
Holding of Honourary Membership shall not in itself, carry any of the rights, privileges
and responsibilities of general Membership and does not preclude the holding of General
Membership by eligible persons.

VII.3 Rights and Responsibilities of General

Membership

It is the right and responsibility of the General Membership to be informed; to attend

meetings, to propose motions and resolutions; to speak; to vote; to hold accountable
those to who authority is delegated; and to exercise all rights and privileges vested in the
Membership by the law, these by-laws and the adopted rules of the Association.

VII.4 Termination

Membership of the Association shall not be transferable and shall cease to exist upon a
Member’s resignation, death or non-payment of Membership dues. Members may
resign from the Association by a resignation in writing addressed to the Association.

VII.5 Membership Year

Unless otherwise determined by the Board, a Membership year shall be the same as the
calendar year.

Community Living Dufferin 19 General Operating By-law No. 3

 VII.6 Membership Fees

Membership fees shall be such as are established from time to time by the Board, but any
resolution of the Board respecting fees shall not be effective until confirmed by the
Members at an Annual, Special or Regular General Meeting of Members.

VII.7 Age

To be eligible for a Membership, a person must be eighteen (18) years of age or over.

SECTION VIII
MEETINGS OF MEMBERS

VIII.1 Meeting of Members

A “meeting of Members” or “Members’ meetings” shall include an annual meeting of

Members and a special meeting of Members.

VIII.2 Record Date

The Board shall, by resolution, establish a time and date at least thirty (30) calendar days
in advance of any meeting of the Members, as the record date for the determination of
those Members entitled to notice of the Members’ meeting. Any person who is not a
Member as of the record date is not entitled to notice of the meeting for which the record
date has been established.

VIII.3 Annual Meetings

Subject to the By-laws, the Board shall call, at such date and time as it determines, an
annual meeting of Members for the purpose of approving the minutes from the previous
Annual Meeting, considering the financial statements and reports of the Association
pursuant to the Act, electing Directors, appointing the auditor and transacting such other
business as may properly be brought before the meeting, provided that the annual
meeting of Members shall be held within one hundred and eighty (180) days of the fiscal
year end date and no later than fifteen (15) months from the date of the last annual
meeting of Members.

VIII.4 Special Meetings

A Special Meeting of the Membership may be called by a majority of the Board, by the
President or by the Vice-President in the absence of the President, or by notice in writing
from ten (10) percent of Members in good standing. The business to be transacted at a
Special Meeting shall be limited to that specified in the call for the meeting.

Community Living Dufferin 20 General Operating By-law No. 3

 VIII.5 Place of Meetings

Meetings of Members may be held at any place within Ontario as the Board may
determine.

VIII.6 Notice of Meetings

Notice of the time and place of a meeting of Members shall be provided in the manner
provided in Section of this By-law to the following:

(a) by mail sent to each Member to the address shown on the books of the
Association not less than twenty-one (21) days before the meeting of Members is
to take place; or

(b) by publication in a newspaper in the municipality in which a majority of the

Members resides two (2) consecutive weeks before the meeting of Members is to
take place.

Notice of a meeting of Members at which special business is to be transacted shall state

the nature of that business in sufficient detail to permit the Member to form a reasoned
judgment on the business and provide the text of any resolution or By-law to be
submitted to the meeting. Notice of a meeting of Members must remind Members that
they have the right to vote by proxy.

VIII.7 Waiving Notice

A Member and any other person entitled to attend a meeting of Members may in any
manner and at any time waive notice of a meeting of Members, and attendance of any
such person at a meeting of Members is a waiver of notice of the meeting, except where
such person attends a meeting for the express purpose of objecting to the transaction of
any business on the grounds that the meeting is not lawfully called.

VIII.8 Persons Entitled to be Present

The only persons entitled to be present at a meeting of Members shall be those entitled to
vote at the meeting, the Directors and the auditor of the Association and such other
persons who are entitled or required under any provision of the Act, the Letters Patent or
By-laws of the Association to be present at the meeting. Any other person may be
admitted only on the invitation of the chair of the meeting or with the consent of the
meeting.

VIII.9 Chairperson of the Meeting

The chairperson of Members’ meetings shall be the president, or the vice-president if the
president is absent or unable to act. In the event that the president and the vice-president
are absent, the Members who are present and entitled to vote at the meeting shall choose
one of their number to chair the meeting.

Community Living Dufferin 21 General Operating By-law No. 3

 VIII.10 Quorum

A quorum for a meeting of Members shall be the presence of ten percent (10%) of the
Membership or ten (10) Members, whichever number is less, who are either present in
person or represented by proxy, provided that a majority of the said Members in
attendance at a Members’ meeting are not Directors. No business shall be transacted in
the absence of a quorum, except to take measures to obtain a quorum, to fix the time to
which to adjourn or to take a recess.

VIII.11 Adjournment

The chairperson of any meeting of Members may with the consent of the meeting
adjourn the same from time to time to a fixed time and place and no notice of such
adjournment need be given to the Members. Any business may be brought before or
dealt with at any adjourned meeting that might have been brought before or dealt with at
the original meeting in accordance with the notice calling the same.

VIII.12 Absentee Voting

Subject to compliance with the Act, in addition to voting in person, every Member
entitled to vote at a meeting of Members may vote by any of the following means:

(a) by appointing in writing a proxyholder or one or more alternate proxyholders

who need not be Members, as the Member's nominee to attend and act at the
meeting in the manner and to the extent and with the authority conferred by the
proxy;

(b) except where the Act requires a meeting of Members with respect to the matter to
be voted on by the Members, by using a mailed-in ballot in the form provided by
the Association;

VIII.13 Votes to Govern

At all meetings of the Members, every question shall be determined on a show of hands
by a majority of votes cast unless otherwise specifically provided by the Act or by this
By-law. In case of an equality of votes, the chairperson of the meeting in addition to an
original vote shall have a second or casting vote.

VIII.14 Show of Hands

Subject to the Act and this By-law, except where a ballot is demanded, voting on any
question proposed for consideration at a meeting of Members shall be by show of hands,
and a declaration by the chair of the meeting as to whether or not the question or motion
has been carried and an entry to that effect in the minutes of the meeting shall, in the
absence of evidence to the contrary, be evidence of the fact without proof of the number
or proportion of the votes recorded in favour of or against the motion.

Community Living Dufferin 22 General Operating By-law No. 3

 VIII.15 Ballots

For any question proposed for consideration at a meeting of Members, either before or
after a vote by show of hands has been taken, the chair of the meeting, or any Member or
proxy holder may demand a ballot, in which case the ballot shall be taken in such manner
as the chair directs and the decision of the Members on the question shall be determined
by the result of such ballot.

VIII.16 Resolution in Lieu of Meeting

Except where the Act requires a meeting of Members with respect to the matter to be
voted on by the Members, a resolution in writing, signed by Members entitled to vote on
that resolution at a meeting of Members, is as valid as if it had been passed at a meeting
of Members. A majority vote of the Members shall be required to approve any matter
that can be voted on by written resolution. A copy of every resolution referred to above
shall be kept with the minutes of meetings of Members.

VIII.17 Rules of Order

Any questions of procedures at or for any meetings of the Members, which have not been
provided for in this By-law or by the Acts, shall be determined by the chairperson of the
meeting in accordance with the most current edition of Robert’s Rules of Order.

SECTION IX
NOTICES

IX.1 Method of Giving Notices

Any notice, communication or other document required to be given by the Association to

a Member, Director, Officer, or auditor of the Association pursuant to the Act, the
Letters Patent or By-laws or otherwise shall be sufficiently given to such person if:

(a) delivered personally, in which case it shall be deemed to have been given when so
delivered,

(b) delivered to such person’s recorded address by courier or other similar means, in
which case it shall be deemed to have been given when so delivered,

(c) mailed to such person at their recorded address by prepaid ordinary mail, in
which case it shall be deemed to have been given on the fifth day after it is
deposited in a post office or public letter box, or

(d) to such person by electronic means such as e-mail or facsimile, in which case it
shall be deemed to have been given when it is so transmitted without subsequent
error notification,

Community Living Dufferin 23 General Operating By-law No. 3

 at such person’s latest address as shown in the records of the Association and to the
auditor at its business address, or if no address be given therein then to the last address of
such Member or Director known to the Secretary.

IX.2 Computation of Time

Where a given number of days' notice or notice extending over a period is required to be
given under the By-laws, the day of service, posting or other delivery of the notice shall
not, unless it is otherwise provided, be counted in such number of days or other period.

IX.3 Omissions and Errors

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
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,
provided that no Member objects in writing to the President of such omission or
irregularity within thirty (30) days after the date of such meeting.

IX.4 Waiver of Notice

Any Member, proxyholder, Director, Officer, Member of a committee of the Board or

auditor may waive or abridge the time for any notice required to be given to such person,
and such waiver or abridgement, whether given before or after the meeting or other event
of which notice is required to be given shall cure any default in the giving or in the time
of such notice, as the case may be. Any such waiver or abridgement shall be in writing
except a waiver of notice of a meeting of Members or of the Board or of a committee of
the Board, which may be given in any manner.

SECTION X
POLICIES

X.1 Board Policies

The Board may adopt, amend, or repeal by resolution such Board policies that are not
inconsistent with By-laws of the Association relating to the management and operation of
the Association as the Board may deem appropriate from time to time. Any Board policy
adopted by the Board shall continue to have force and effect until amended, repealed, or
replaced by a subsequent resolution of the Board.

X.2 By-law Policies

The Board may, from time to time, prescribe, amend or repeal By-law policies, which
deal with matters that the Members or the Board considers necessary to require the
approval of Members. By-law policies may be prescribed, amended or repealed by
resolution of the Board, but any such by-law policy, amendment thereto or repeal
thereof, shall have force and effect only after it has been confirmed by two-thirds

Community Living Dufferin 24 General Operating By-law No. 3

 (2/3rds) of the votes cast by the Members present and voting at a meeting called for that
purpose.

SECTION XI
AMENDMENTS

XI.1 Amendment of Letters Patent

Notwithstanding the Act, the Letters Patent of the Association may only be amended by
seventy-five percent (75%) of the votes cast at a Board meeting called for that purpose
and sanctioned by an affirmative seventy-five percent (75%) of the votes cast at a
Members’ meeting duly called for the purpose of considering the said amendment,
provided that notice of such Members meeting shall be given at least thirty (30) days
prior to such Membership meeting and provided further that the notice shall state the
proposed amendment and the purpose thereof.

XI.2 Amendment of By-laws

The By-laws of the Association not embodied in the Letters Patent may be repealed or
amended by By-law and enacted by a two-thirds (2/3) of the votes cast at a meeting of
the Board duly called for that purpose and sanctioned by an affirmative two-thirds (2/3)
of the votes cast at a meeting of the Members duly called for the purpose of considering
the said By-law. Except as otherwise provided, a By-law or an amendment to a By-law
passed by the Board has full force and effect from the time the motion is passed or from
such future time as may be specified in the motion. A By-law or an amendment to a By-
law passed by the Board shall be presented for confirmation at the next annual meeting
of Members or to a special general meeting of Members of the Association called for that
purpose. The Members at the annual meeting or special general meeting may confirm the
By-law as presented or reject or amend it, and if rejected, it thereupon ceases to have
effect, and if amended, it thereupon takes effect as amended. Any rejection, amendment
or refusal to approve the By-law or part of the By-law made in accordance with this
Section shall not invalidate any act done or right acquired under any such By-law prior to
its rejection, amendment or refusal to approval.

SECTION XII
IDENTIFICATION AND REPEAL OF FORMER BY-LAWS

XII.1 Repeal of Former General Operating By-law

General Operating By-law No. 2 enacted on the 27th day of June, 2000, is hereby repealed
and replaced by General Operating By-law herein effective immediately upon the
enactment of this By-law at the time of adoption by the Board of the Association.

The said repeal of By-law No. 2 shall not affect the previous operations of such By-law
so repealed or affect the validity of any act done or right, privilege, obligation or liability

Community Living Dufferin 25 General Operating By-law No. 3

 acquired or incurred under the validity of any contract or agreement made pursuant to
any such By-law prior to its repeal. All Officers and persons acting under such By-laws
so repealed shall continue to act as if appointed under the provisions of this By-law. All
Board or Members’ resolutions, with continuing effect, passed under such repealed By-
laws shall continue to be valid, except to the extent inconsistent with this By-law, and
until amended or repealed.

ENACTED this ____________ day of ____________, 2008.

President

Secretary

CONFIRMED by the Members of the Association this ________ day of ______, 2008.

____________________________
Secretary

Community Living Dufferin 26 General Operating By-law No. 3