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A A Annual General Meeting AGM... · 2014-11-26 · A A Annual General Meeting. December 16th, 2014...
Transcript of A A Annual General Meeting AGM... · 2014-11-26 · A A Annual General Meeting. December 16th, 2014...
CADDAC Annual General Meeting
December 16th, 2014
12:00 PM EST
In person:
3950 14th Avenue, Suite 604
Markham ON
L3R 0A9
Conference call:
Phone: 1-877-394-5901
Access Code: 5955862
Contents: Agenda
2013 Financial Statement
2014 Accomplishments
Board of Directors Nominees
CADDAC Bylaws
December 16 2014 CADDAC AGM Agenda
12:00 Welcome and note of a quorum bring absent or present
12:05 Brief review and question/discussion period of 2014 accomplishments
12:10 Questions regarding 2013 Financial Statement
12:15 Vote to approve 2013 Financial Statement
12:20 Questions regarding board member approval
12:25 Voting on the approval of the names submitted for the position of board member
12:30 Discussion of next steps if a quorum was not present
CADDAC 2014 Accomplishments
CADDAC as an Organization
Development of guidelines for the inclusion of affiliate support groups under the
CADDAC umbrella.
Education
Web site
Continued up-dates of web site – currently streamlining the web site
Additional education information added to the Awareness web site
New documents on adult ADHD added to web site
Information Brochures
Continued printing and mail out of CADDAC brochure to individual physician’s offices and clinics
Distribution of brochures at patient educational events and community events
Information booths at Primary care Conference, the Canadian Psychiatric Conference, the CADDRA conference, the Durham Board ADHD Awareness Day and Evening events
Continued Development and production of over 1,000 CDs containing patient handouts
for physician offices distributed at medical conferences
Development of Educational Materials
Adult ADHD
The up-date and development of nine new documents on adult ADHD which are housed
on the web site including information on:
o Understanding adult ADHD
o Symptoms
o Assessment and Diagnosis
o Treatment
o Psychosocial Interventions
o ADHD in the workplace
o Positive Aspects
o Reading List
o Web resources
The Development of a presentation on ADHD in the workplace
The development of a package of material focused on ADHD in the workplace geared to
employees and employers
These documents have been translated
USBs
The development of two USB keys each containing 50 documents of ADHD information
One USB is focused on child and adolescent ADHD and the other on adult ADHD
As well as information on assessment, diagnosis, treatment options, myths and facts,
executive functioning, girls and ADHD, ADHD and the education system including post-
secondary issues, the ADHD and the workplace package, USBs each contain over 20
expert guest articles on ADHD.
USBs are being sold for a cost of $20 including HST
CADDAC Workshop
A full day workshop “ADHD in Adults” on October 4th, geared to adults and their families
dealing with adult ADHD. It was also be of interest to health professionals wishing to gain an
understanding of disorder and potential treatments. The workshop was organized and run by
CADDAC, in affiliation with the Shoniker Clinic and featured Dr. Joan Flood and Dr. David Teplin
with a presentation on newly developed CADDAC information on ADHD in the workplace, by
Heidi Bernhardt.
Content:
The morning sessions covered the medical science of adult ADHD, how it presents and differs
from childhood ADHD, medication and psychosocial treatment options, which was followed by
a unique brief presentation by adults with ADHD speaking about their own experiences and
insights. The afternoon included a presentation on emotional dysregulation in adult ADHD and
a presentation on ADHD in the workplace including strategies and accommodations. An open
Q&A/ Discussion period will follow.
CADDAC 6th Annual Two Day Conference
Two full days of presentations on ADHD and related topics geared to parents, educators, adults with ADHD and their families, and medical professionals. The conference took place in Vancouver, in affiliation with BC Children’s Hospital. Our featured speaker was Dr. Russell Barkley. Premier Christy Clarke sent greeting the conference attendees. Additional Presenters: Gina Pera, author of “Is It You, Me or Adult A.D.D.?”, Dr. Adele Diamond, Canada Research Chair Professor of Developmental Cognitive Neuroscience in Psychiatry at UBC, Dr. Shimi Kang, Medical Director for Child and Youth Mental Health for Vancouver Community, Dr. Donald Duncan, Clinical Director of the BC Interior ADHD Clinic, Dr. Jake Locke, Child Psychiatrist and associate professor at UBC, and Heidi Bernhardt, Founder and President of CADDAC.
Content:
Saturday Nov 1, 2014 Plenaries by Dr. Russell Barkley ADHD: Essential Ideas You Need to Know
Self-Regulation and Executive Functioning Workshops Strategies for Aiding the Development of Executive Functions (Dr. Adele Diammond)
The ADHD Child: The Impact of Parenting Styles and Free Play (Dr. Shimi Kang)
All in The Family: The Impact of ADHD on Families (Heidi Bernhardt)
Adult ADHD: Real-World Explanations and Strategies (Gina Pera).
Sunday Nov 2, 2014 Plenaries by Dr. Russell Barkley Importance of Emotion in Understanding and Managing ADHD
The Other Attention Disorder: Sluggish Cognitive Tempo or ADD
Workshops ODD: Your Parenting is Likely Not the Problem (Dr. Don Duncan)
When Kids Don’t Respond to Typical Parenting (Dr. Don Duncan)
Mindfulness for Parents and Caregivers (Dr. Jake Locke)
ADHD in the Workplace (Heidi Bernhardt)
Additional Presentations October 21st Durham School Board Annual ADHD Awareness Day ADHD Bernhardt presented on ADHD Myths and Facts to six different groups of students and educators
Heidi met with parents during the evening event
December 11th Presentation to Ontario Disability Support Program (ODSP) adjudicators Heidi will present on the individual with ADHD: clinical presentation with impairments and impact on daily life (home, school, community and work). This presentation will allow adjudicators to get a sense of the range of impairments caused by ADHD as they do not see the clients but rely on the applicant and clinical reports form the Workplace
Awareness CADDAC Awareness and Advocacy initiatives
ADHD Awareness Month
This year CADDAC expanded to an entire month of Awareness, following the US lead, but also
allowing for a lengthier media and event window. The focus this year was on adult ADHD, with
information of Adult ADHD in the workplace, highlighted by a newly developed Public Service
announcement featuring writer/ producer/comedian Rick Green. With our conference
occurring in BC this year a request went out to the BC government to officially proclaim
October ADHD Awareness Month. Please see below for a copy of the proclamation.
NEW Public Service Announcement featuring Rick Green. YOUTUBE Link
BC Government Proclaimed ADHD Awareness Month Province of British Columbia Proclamation
Events
Ontario
CADDAC Lead
Full Day Workshop on Adult ADHD Date: October 4, 2014 (See above, under education)
Durham District School Board Awareness Week and Day Long Event
Board wide Awareness Week promoted
Full day educational event on awareness and understanding of ADHD
o Six educational sessions for students and teachers representatives form schools
across the board.
o Students and teachers were asked to develop a plan on how share the
information they learned back at their schools
o Evening presentation open to the community
Totally ADD
A series of 3 webinars with Dr. Charles Parker: http://totallyadd.com/webinars/occurring:
October 1st ADHD and Executive Function – Office Measures for Brain Function October 15th Medication Details Improve Every Medication Review October 29th Reality Improves Every ADHD Diagnosis and Treatment
British Columbia
BC, Vancouver Adult ADD Support Group
Information Tables:
Information tables at the Richmond Brighouse Library Lobby at 100-7700 Minoru Gate, Richmond, Friday October 17th 3pm to 9pm. See map Posters and brochures on the Vancouver Adult ADD Support Group and CHADD Vancouver as well as the Adult ADHD screener test and other information on ADHD in adults and children will be available. Volunteers will be answering questions on ADHD.
ADHD Book Displays at 111 libraries and book stores throughout BC.
There will be ADHD books, books by authors who have ADHD on other topics, our ADHD Awareness Week Poster and Brochures on support groups in BC, Vancouver Adult ADD Support Group and CHADD Vancouver.
Québec
Congrès, colloques et conférences sur le TDAH
Conférence (pour les parents d’enfants du primaire et du secondaire) par Dr Annick Vincent le 7 octobre 2014 École Secondaire de Rochebelle, Québec TDAH chez les jeunes: Trucs et astuces pour les parents Entrée et stationnement gratuits Voir les détails
Conférence (pour tous) par Dr Annick Vincent le 28 octobre 2014 INSTITUT UNIVERSITAIRE EN SANTÉ MENTALE DE QUÉBEC dans le cadre de la série Tête à Tête TDAH: Déploie ton potentiel! Entrée et stationnement gratuits Voir les détails
Conférence grand public sur les stratégies adaptatives pour le TDAH chez les grands -Dr Annick Vincent (avec PANDA Capitale nationale et les services adaptés CEGEP Ste-Foy) 17 octobre 2013, CEGEP Ste-Foy. Détails Vous avez manqué la conférence du docteur Annick Vincent “Le TDAH chez nos jeunes qui grandissent” réalisée le 17 octobre 2012 au CEGEP Sainte-Foy? Visionnez-là en ligne ! Voyez les vidéos dans la section “Grand Public” et choisissez les capsules qui vous intéressent! Bon visionnement! La conférence «TDAH: trucs et astuces pour les grands» réalisée le 23 avril 2013 au CEGEP Sainte-Foy sera disponible en ligne sous peu)
Nova Scotia
Nova Scotia ADHD Action Group
Community Information Session:
The Nova Scotia ADHD Action Group is holding a FREE Community Information Session on Wednesday, October 15th from 6:30 to 8:30 pm in room B210 of NSCC – Akerley Campus at 21 Woodlawn Rd in Dartmouth. We will have information regarding local non-profits, community partners, government programs, K-12, post-secondary, job search agencies and entrepreneurship resources.
Book and / or Poster Displays:
1. 13 Nova Scotia Community College Campuses 2. Most university Campuses in the province 3. Multiple Private Schools 4. 9 regions of – Nova Scotia Public Libraries (up to 78 locations) throughout the province 5. All 8 K-12 school board regions through Schools Plus (
https://schoolsplus.ednet.ns.ca/schools) 6. Non-Profits – Teamwork Cooperative and The Workbridge, Entrepreneurs with
Disabilities Network, Self Help Connection, CMHA Colchester East Hants & Halifax / Dartmouth, Sparks Fly, Collaborative Partnership Network, Laing House, etc.
7. Government Agencies that will receive the posters: Department of Community Services, Employment Nova Scotia, Department of Labour and Advanced Education, Mental Health and Addiction Services.
Coalition Members
Centre for ADHD Awareness, Canada
CHADD Canada
PANDA
TDA/H Mauricie Centre du Québec
Vancouver Adult Add Support Group
Excalibur ADHD Association
PANDA Lanaudière nord
TDAH Estrie
K-W Region Parent Support Group
Nova Scotia ADHD Action Group
Facebook Page
https://www.facebook.com/ADHDWeek
https://twitter.com/centreforadhd
National Media Campaign
27 CADDAC media stories appeared to date
2 radio interviews
1 local television station in Vancouver covered the CADDAC conference and aired the
PSA
A controlled editorial was secured in Metro, Canada’s #1 daily commuter newspaper
This was a highly targeted activity aimed at elevating awareness of ADHD among adults
The article appeared in Vancouver, Calgary, Toronto, Montreal (French) and Halifax
The article featured Rick Green and the challenges he faced with ADHD and how the diagnosis
and treatment had a positive impact on his life and his families
Local Vancouver media Coverage
CMHA (Vancouver) - Publicized conference on their website. Emailed posters and information (for distribution) to various departments of CMHA,Vancouver. Note: CADDAC is listed as a resource on the CMHA website’s ADHD page. Shaw Cable (Vancouver) - Publicized conference on station “crawl” service airing on lower 3’rd of information channel screen (for 10 days leading up to the event). - Posted conference information on Shaw’s community events page (Shaw TV and Shaw’s Multicultural websites) for 10 days leading up to the event. - Incorporated conference details in Shaw Vancouver’s social media promotions (twitter and facebook). - Aired PSA (Oct. 21 to Oct 31) Shaw Cable (Kelowna) - Publicized conference on community channel (events/telepage) - Agreed to air PSA for 12 weeks (Oct 24 2014 – Jan 4 2015) on community channel. Shaw Cable (Victoria) - Publicized conference on community channel. - Will air PSA (no set time or duration). Shaw Cable (Chilliwack) - Publicized conference on community channel (events/telepage) - Agreed to air PSA on community channel at various times until the end of December. Shaw Cable (Kamloops) - Publicized conference on community channel (events/telepage) - Agreed to air PSA over “several” weeks (whenever possible) Shaw Cable (Okanagan) - Publicized conference on community channel (events/telepage). - Agreed to air PSA for 12 weeks. (whenever possible) Shaw Cable (Okanagan) - Publicized conference on community channel (events/telepage). - Agreed to air PSA for 12 weeks (Oct 24 2014 – Jan 4 2015) on community channel.
Individual Media Interviews throughout the year
February 25 Interview with CKNW
June 28 The St John’s Newfoundland Telegram
May 5th first to two interview by CBC for an upcoming
CADDAC Response to CBC’s “Are we over diagnosing ADHD”
http://caddacblog.ca/?p=159
Booths
Booth at Youth Mental Health Awareness Faire April 24
Booth at Ontario Psychiatric Association March 21-22
Booth at Primary care Conference May 8 -10
Booth at Canadian Psychiatric Association September 11 -13
Booth at CADDRA conference
Advocacy
Advocacy with the British Columbia Government Ministries
On November the 3rd and 4th CADDAC along with a physician and parent representative met
with six BC ministries that are impacted by ADHD, Health, Education, Advanced Education, Child
and Family Development, Social Development and Justice, where we presented key messages
on the existing impact and costs of ADHD to their ministries. The key messages followed
themes developed in the CADDAC white paper “Paying Attention to the Cost of ADHD, The Price
Paid by Canadian Families, Governments and Society” which can be viewed at:
http://adhdawarenessweek.ca/en/documents/Socioeconomic%20Policy%20Paper.pdf
Several ministries agree to CADDAC sharing additional information and resources and a
continued dialogue on these issues.
Treatment Advocacy
Patient Evidence Submission
Patient Evidence Submission British Columbia Drug Program (Pharmacare)
Follow-up letter to provincial formularies
Generic Medications
Continued monitoring of issues with generic ADHD medication
Small survey of physicians to gage who much of an issue this in in mental health
Discussion with US counterpart re issues with generic Concerta in the US
Discussions with other mental health organizations around issues with mental health
generic medication
Education Advocacy
Ontario Ministry
Continued advocacy with NHCC Child and Youth Working Committee – a joint paper and letter was sent to the Ministry of Education in Ontario requesting, that the Ministry work with the NHCC working group to develop a strategy and solutions to support students with neurological conditions, the memorandum be reissued, and that the
ministry consider a sub set neurological disorders under the Physicial ecceptionality category.
Post- Secondary
A committee for ADHD in the post-secondary setting was developed, has met several times and is completing a paper on the ADHD post- secondary requirements to receive accommodations. In addition a tool to assist physicians in comprehensive report writing for post- secondary institutions has also been discussed and on the agenda for development in the next couple of months.
Outreach
Social Media
Consultation with a social media professional
Revitalization of the blog and growth of readership to 6,000 views
Blog linked to Facebook page
Reinstitution of twitter
CADDAC Facebook and Awareness Week pages edited for Awareness Month and
revitalized
Working groups and Coalitions
Continued membership in NHCC, Neurological Health Charities Coalition
Post-Secondary committee with ADHD experts
The addition of two new Awareness Month coalition members, Kitchener Waterloo region parent Support group and the Nova Scotia Action Alliance
Continued communication with LDAO, Tourette Syndrome Foundation, Ontario Brain Trauma and new communication with CMHA, Mood Disorders and the Schizophrenia Society
Continued interaction and postings of Clinics, support groups, research studies, coaches and other resources
Contributed to the external review of the “Canadian Guidelines on Pharmacotherapy for Oppositional Behaviour, Conduct and Aggression in Children and Adolescents with Disruptive Behaviour Disorders as letter of support and commitment to further information translation of the guidelines.
Letter for support and commitment to involvement with the potential development of PEGASYS (Phenotypic, Environmental and Genomic Approaches to Psychopathology) as a centre of excellence.
CADDAC Board of Directors Nominees
1. Ally Ladak
2. Cheryl Paige
3. Heidi Bernhardt
4. John Tucker
5. Karen MacMillan
6. Katherine Curry
7. Merle Langbord Levine
8. Samantha Hamilton
9. Sheila Dunthorne
10. Shelley Mines
Board of Directors Nominees
1. Ally Ladak
Ally Ladak was recently appointed for a third consecutive term to serve on the selection committee, 2013 academic adjudicator, Valedictorian, science fair judge, and international professionals mentor. He has a particular interest in the following areas: health care; hospital care; mental health; Pharmacokinetics and Pharmacodynamics of stimulant medication in children and adolescents with ADHD; education; ADHD research; community-building, housing, poverty, and environmental issues; as well as the services and issues surrounding the disadvantaged. He has donated over 15 years of his time and experience, including current affiliations with Green Living Show, Jane’s Walk, Toronto Community foundation, Luminato, 2012 Ontario summer games, Playing for Keeps Ambassador, The Kidney Foundation of Canada, Social Services Net, and The Arts and Culture Committee. Ally's interests include technology for children with learning disabilities, education-related legislation, and children's mental health. Ally is passionate about de-stigmatizing and removing myths surrounding ADHD. Interests include educating teachers on new approaches to teaching children with ADHD/ADD. In his role as National Vice Chair of the CADDAC Board and Education Committee, Ally’s goals are to promote awareness and provide support to others navigating the everyday challenges of ADHD, as well as address the importance of understanding individual behaviours, temperaments, and the learning styles of each ADHD student.
2. Cheryl Paige
Cheryl is personally and professionally familiar with ADHD and the effects it has on children and adolescent achievement and success in school and life. Cheryl has a Master of Education in Special Education from University of Toronto and has worked as an elementary school principal in the Toronto District School Board for ten years. She has been a TDSB special education consultant, has chaired IPRC's and made numerous presentations on ADHD to principals, teachers and parents.
Cheryl is a member of Ontario Principals’ Council and has worked on behalf of CODE (Council of Directors of Education) and the Council of Ministers of Education Canada (CMEC) on numerous assignments. She has been a co-researcher for SSHRC grants (Social Sciences and Humanities Research Council of Canada grants). Cheryl is interested in examining how technology can be used to support achievement and during her tenure her school won many national awards in this area. Cheryl has been the recipient of many awards including Canada’s Outstanding Principal award in 2005 – the first year it was offered. Cheryl’s current area of interest is ADHD and its impact on mathematics achievement.
3. Heidi Bernhardt
Heidi is the mother of three young men with ADHD. She has a background in psychiatric nursing, was the Executive Director of the Canadian ADHD Resource Alliance (CADDRA), a national not-for-profit organization of the leading clinicians and researchers in ADHD in Canada and a founder of CADDAC. Heidi is presently the President and Executive Director of the Centre for ADHD Awareness Canada (CADDAC). In the past 18 years Heidi has helped educate parents, educators, medical professionals, industry, the public and government about ADHD through her presentations, conferences, advocacy work and media interviews.
4. John Tucker
John Tucker is presently serving as Vice-President, Research, for the HarbourFront Health Group, a national consulting group headquartered in Grand Falls, New Brunswick. Prior to this, John spent 25 years in education in Newfoundland as a teacher, department head, and principal. He focused much of his activities on advocacy and support for students who need special help or consideration. In 1995, John pursued graduate studies at the Ontario Institute for Studies in Education (OISE) at the University of Toronto where he earned his Ph.D. in 1998. His primary research interest was centred on students' transitions from high school to post-secondary institutions. John is a trained personal and adult ADD/ADHD coach in Toronto, ON, Canada. For decades, he has been actively interested in diet, nutrition, and research in education and health and has been working in the health care field since 1998.
5. Karen MacMillan
Professional Experience
I have a PhD in Counselling Psychology and I have been a Registered Psychologist in Alberta for 12 years. My focus has been with children and adolescents, as well as their families. I am a sessional instructor at both Mount Royal University and the University of Calgary. At Foothills Academy Society I am the Director in charge of Community Services. Our focus is on serving young people with LD and/or ADHD by providing a wide range of direct services (psycho-educational assessments, camps, counselling, tutoring, etc...), as well as educating families and relevant professionals.
Personal Experience
Several members of my family have ADHD, including my ten-year-old daughter. I feel as though this first-hand knowledge of the daily struggles (and successes!) provides me with the opportunity to bridge research-based knowledge about ADHD with the practical realities that so many families face. As a result, I am passionate about providing individuals, families, and professionals with the knowledge and tools that will help people with ADHD be successful.
I would love to be involved with CADDAC in order to support further education and advocacy efforts.
Thank you, Karen MacMillan PhD, R. Psych
6. Katherine Curry
Katherine is the mother of a son who was diagnosed with ADHD and ODD at an early age. As a result, Katherine's time over recent years has been spent researching ADHD and ODD and successfully advocating for her son's needs with both the Catholic and public school boards. She has provided advice in this regard to numerous parents of children who have been diagnosed with ADHD and who have encountered issues within the school system. In addition, Katherine has been practicing law for 17 years, currently as Senior Vice President, General Counsel for Productivity Media Inc. Katherine brings to CADDAC a wealth of advocacy experience and legal expertise, and her primary focus is on addressing the educational and social needs of children with ADHD.
7. Merle Langbord Levine
For over the past 40,years I have taught both in the public and private sectors in the field of special education. I have been recognized by both professionals and parents as being very much interested and knowledgeable in helping to recognize students with ADHD and ADD and to help them meet with success in school. Long before ADD and ADHD were accepted by pediatricians and educators, I made my voice known and was considered a “maverick” in my interest and ability to stand up for these children.
It has indeed taken many years to finally have ADHD/ADD recognized as not just a “behaviour” problem that can be treated with behaviour strategies alone, but is indeed a medical condition which can be treated with medication in combination with both remedial teaching and behaviour therapy.
I had the great privilege to study and work in conjunction with the early developers in this field such as Dr. Marcel Kinsbourne and Jim Swanson, PH.D in the 1970’s whilst they did many of the early studies in the field of ADHD and ADD at the Hospital for Sick Children.
My Master of Education Thesis completed in 1992 was entitled, The Affect of ADHD on the Mother. It had a most favourable response.
I continue to educate and participate wherever I can to help parents and professionals in all related fields to recognize the necessity to treat ADHD/ADD using both an holistic and remedial approach in teaching these students.
In closing, I would consider it to be a privilege to be a member of the CADDAC Board.
Respectfully submitted,
Merle Langbord Levine, M.Ed. Director, Merle L. Levine Academy Inc.
8. Samantha Hamilton
Samantha is married mother of three children ages 14, 12 & 10 years. Her youngest son, was diagnosed with ADHD & LD at an early age. Samantha grew up with mental health as her mother was only recently diagnosed and treated. Samantha works full time as a paramedic in Nova Scotia. She deals with adults and children with many mental health needs. She enjoys advocating for ADHD & mental health. Her son attends a private school that has helped her son with his learning differences. He is now able to read a book independently which is a small miracle. With persistence they have been able to negotiate the ups and downs of the system.
9. Sheila Dunthorne
Sheila is the mother of a son who was diagnosed with ADHD and Anxiety Disorder which as a result of her son’s diagnosis, she was tested and diagnosed with Adult ADHD. From her eagerness to find help for her son and herself she proceeded to research and read everything she could on ADHD to help her son and herself live a more productive and successful life. Sheila works at Learning Disabilities Association of Manitoba, Brandon and District Chapter and is also a member of the Board. She is currently a student taking courses to become an ADHD Coach to now follow her life’s passion to help others to learn about ADHD and how it works in them.
10. Shelley Mines
Shelley has an M Sc from Dalhousie University and has been working in the Healthcare industry for the past 23 years. She is an award winning sales and marketing professional and her roles have ranged from sales and marketing to business development in the Pharma and Medical Devices arenas. Shelley has been an active member of her local PTA for the past 8 years and joined the CADDAC board a year ago. Shelley's passion for ADD comes through the experience of her teenage son, who was diagnosed in his formative years with severe ADHD with impulsivity disorder. Her interest in CADDAC is to help raise awareness and to help support others who are currently navigating the maze that she and her son have mastered. Through advocacy, persistence and diligence, her son has gone from being suspended 16 times in grade 1, to a grade 12 student that plays sports and holds down a part time job while he achieves honor role standings at school.
REVISION DATED 5 FEBRUARY 2013
BY-Law No. 1
A by-law relating generally to the conduct of the affairs
of the Centre for ADHD Awareness, Canada
(the “Corporation”)
Table of Contents
Section 1 — General
Section 2 — Membership – Matters Requiring Special Resolution
Section 3 — Membership Dues, Termination and Discipline
Section 4 — Meetings of Members
Section 5 — Directors
Section 6 — Meetings of Directors
Section 7 — Officers
Section 8 — Notices
Section 9 — Dispute Resolution
Section 10 — Effective Date
Be it enacted as a by-law of the Corporation as follows:
Section 1 — General
1.01 Definitions
In this by-law and all other by-laws of the Corporation, unless the context otherwise
requires:
a) “Act” means the Canada Not-for-profit Corporations Act S.C. 2009, c.23 including the
Regulations made pursuant to the Act, and any statute or regulations that may be
substituted, as amended from time to time;
b) “articles” means the original or restated articles of incorporation or articles of
amendment, amalgamation, continuance, reorganization, arrangement or revival of the
Corporation;
c) “board” means the board of directors of the Corporation and “director” means a member
of the board;
d) “by-law” means this by-law and any other by-law of the Corporation as amended and
which are, from time to time, in force and effect;
e) “meeting of members” includes an annual meeting of members or a special meeting of
members; “special meeting of members” includes a meeting of any class or classes of
members and a special meeting of all members entitled to vote at an annual meeting of
members;
f) “ordinary resolution” means a resolution passed by a majority of not less than 50% plus
1 of the votes cast on that resolution;
g) “proposal” means a proposal submitted by a member of the Corporation that meets the
requirements of section 163 (Shareholder Proposals) of the Act;
h) “Regulations” means the regulations made under the Act, as amended, restated or in
effect from time to time; and
i) “special resolution” means a resolution passed by a majority of not less than two-thirds
(2/3) of the votes cast on that resolution.
1.02 Interpretation
In the interpretation of this by-law, words in the singular include the plural and vice-versa,
words in one gender include all genders, and “person” includes an individual, body
corporate, partnership, trust and unincorporated organization.
Other than as specified in 1.01 above, words and expressions defined in the Act have the
same meanings when used in these by-laws.
1.03 Corporation Seal
The seal an impression of which is stamped in the margin hereof shall be the corporate seal
of the Corporation.
1.04 Execution of Documents
Deeds, transfers, assignments, contracts, obligations and other instruments in writing
requiring execution by the Corporation may be signed by the president or any two (2) of its
officers or directors. In addition, the board may from time to time by resolution 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 to the document. Any signing officer may certify a copy of any instrument,
resolution, by-law or other document of the Corporation to be a true copy thereof.
All cheques, bills of exchange or other orders for the payment of money, notes or other
evidences of indebtedness issued in the name of the Corporation shall be signed by such
officer or officers, agent or agents of the Corporation and in such manner as shall from time
to tie be determined by resolution of the board and any one of such officers or agents may
alone endorse notes and drafts for collection on account of the Corporation through its
bankers, and endorse notes and cheques for deposit with the Corporation’s bankers for the
credit of the Corporation, or the same may be endorsed “for collection” or “for deposit” with
the bankers of he Corporation by using the Corporation’s rubber stamp for the purpose. Any
one of such officers or agents so appointed may arrange, settle, balance and certify all
books and accounts between the Corporation and the Corporation’s bankers and may
receive all paid cheques and vouchers and sign all of the bank’s forms or settlement of
balances and release or verification slips.
1.05 Financial Year End
Unless otherwise directed by the board, the financial year end of the Corporation shall be
31st of December.
1.06 Banking arrangements
The banking business of the Corporation shall be transacted at such bank, trust company or
other firm or corporation carrying on a banking business in Canada or elsewhere as the
board of directors may designate, appoint or authorize from time to time by resolution. The
banking business or any part of it shall be transacted by an officer or officers of the
Corporation and/or other persons as the board of directors may by resolution from time to
time designate, direct or authorize.
1.07 Annual Financial Statements
The Corporation shall publish a notice to its members stating that the annual financial
statements and documents provided in subsection 172(1) are available at the registered
office of the Corporation and any member may, on request, obtain a copy free of charge at
the registered office or by prepaid mail.
1.08 Books and Records
The directors shall see that all necessary books and records of the Corporation required by
the by-laws of the Corporation or by any applicable statute or law are regularly and properly
kept.
1.09 Indemnities
Every director or officer of the Corporation or any other person who has undertaken or is
about to undertake any liability on behalf of the Corporation and his or her heirs, executors
and administrators, and estate and effects, respectively, shall from time to time and at all
times, be indemnified and saved harmless out of the funds of the Corporation, from and
against:
a) all costs, charges and expenses whatsoever which such director, officer or other person
sustains or incurs in or about any action, suit or proceeding that is brought, commenced
or prosecuted against him or her, for or in respect of any act, deed, matter or thing
whatsoever made, done or permitted by him or her, in or about the execution of the
duties of his or her office; and
b) all other costs, charges and expenses that he or she sustains or incurs in or about or in
relation to the affairs thereof, except such costs, charges or expenses as are occasioned
by his or her own willful neglect or default.
1.10 Protection
No director or officer for the time being of the Corporation shall be liable for the acts,
receipts, neglects or defaults of any other director or officer or employee or for joining in any
receipt or for any loss, damage or expense happening to the Corporation through the
insufficiency or deficiency of title to any property acquired by order of the Board or for or on
behalf of the Corporation or for the insufficiency or deficiency of any security in or upon
which any of the moneys of or belonging to the Corporation shall be placed out or invested
or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any
person, firm or company with whom or which 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 such director's or officer's respective office or trust
or in relation thereto unless the same shall happen by or through such director's or officer's
own wrongful and willful act or through his or her own wrongful and willful neglect or default.
The directors of the Corporation shall not be under any duty or responsibility in respect of
any contract, act or transaction whether or not made, done or entered into in the name or on
behalf of the Corporation, except such as shall have been submitted to and authorized or
approved by the Board. If any director or officer of the Corporation shall be employed by or
shall perform services for the Corporation otherwise than as a director or officer or shall be a
member of a firm or a shareholder, director or officer of a company which is employed by or
performs services for the Corporation, the fact of his being a director or officer of the
Corporation, shall not disentitle such director or officer or such firm or company, as the case
may be, from receiving proper remuneration for such services.
1.11 Share Transfers
The President or any person or persons from time to time designated by the board of
directors may transfer any and all shares, bonds or other securities from time to time
standing in the name of the Corporation and may accept in the name and on behalf of
the Corporation transfers of shares, bonds or other securities from time to time
transferred to the Corporation, and may affix the corporate seal to any such transfers or
acceptances of transfers, and may make, execute and deliver under the corporate seal
any and all instruments in writing necessary or proper for such purposes, including the
appointment of an attorney or attorneys to make or accept transfers of shares, bonds or
other securities on the books of any company or corporation.
1.12 Borrowing
The directors may from time to time and without the authorization of the members:
(a) borrow money on the credit of the Corporation;
(b) issue, reissue, sell, pledge or hypothecate debt obligations of the Corporation;
(c) give a guarantee of behalf of the Corporation; and
(d) mortgage, hypothecate, pledge or otherwise create a security interest in all of any
property of the Corporation, owned or subsequently acquired, to secure any debt
obligation of the Corporation.
1.13 Associated groups
CADDAC may associate with groups which share its mission of promoting ADHD
awareness. Such association may take the form of sharing information, assisting with
organizing, promoting joint events, and other such assistance as may be determined by the
board. Such groups will retain their own structure and be responsible for their own
governance and policy. Neither organization will be subject to any liability as a result of any
such association, nor will either organization be responsible for any duties or obligations of
the other. The Corporation shall not be deemed by virtue of such association to necessarily
endorse everything that the other organization has done or is doing.
Section 2 — Membership – Matters Requiring Special
Resolution
2.01 Membership Conditions
Subject to the articles, there shall be two classes of members in the Corporation, namely,
Class A members and Class B members. The board of directors of the Corporation may, by
resolution, approve the admission of the members of the Corporation. Members may also be
admitted in such other manner as may be prescribed by the board by resolution. The
following conditions of membership shall apply:
Class A Members (Individual)
a) Class A voting membership shall be available only to individuals who have applied and
have been accepted for Class A voting membership in the Corporation.
b) The term of membership of a Class A voting member shall be annual, subject to renewal
in accordance with the policies of the Corporation.
c) As set out in the articles, each Class A voting member is entitled to receive notice of,
attend and vote at all meetings of members and each such Class A voting member shall
be entitled to one (1) vote at such meetings.
Class B Members (Organizational)
a) Class B membership shall be available to organizations, who support the objectives of
the organization and who have applied and have been accepted for Class B
membership in the Corporation.
b) The term of membership of a Class B member shall be annual, subject to renewal in
accordance with the policies of the Corporation.
c) Subject to the Act and the articles, a representative of the Class B member organization
shall be entitled to receive notice of, attend or vote at meetings of members and each
such representative shall be entitled to one (1) vote at such meetings.
Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the
members is required to make any amendments to this section of the by-laws if those
amendments affect membership rights and/or conditions described in paragraphs 197(1)(e),
(h), (l) or (m).
2.02 Membership Transferability
Unless otherwise directed by the board, a membership may only be transferred to the
Corporation. Pursuant to Section 197(1) of the Act, a special resolution of the members is
required to make any amendment to add, change or delete this section of the by-laws.
2.03 Notice of Meeting of Members
Notice of the time and place of a meeting of members shall be given to each member
entitled to vote at the meeting by the following means:
a) By mail, courier or personal delivery to each member entitled to vote at the meeting,
during a period of 21 to 60 days before the day on which the meeting is to be held; or
b) By telephonic, electronic or other communication facility to each member entitled to vote
at the meeting, during a period of 21 to 35 days before the day on which the meeting is
to be held.
Pursuant to subsection 197(1) (Fundamental Changes) of the Act, a special resolution of the
members is required to make any amendment to the by-laws of the Corporation to change
the manner of giving notice to members entitled to vote at a meeting of members.
2.04 Absentee Voting by Mail Ballot
Each member of the Corporation shall be entitled to one vote except in the event of a tied
vote (see section 4.05).
Pursuant to subsection 171(1) (Absentee Voting) of the Act, a member entitled to vote at a
meeting of members may vote by mailed-in ballot if the Corporation has a system that:
a) enables the votes to be gathered in a manner that permits their subsequent verification,
and
b) permits the tallied votes to be presented to the Corporation without it being possible for
the Corporation to identify how each member voted.
Pursuant to subsection 197(1) (Fundamental Changes) of the Act, a special resolution of the
members is required to make any amendment to the by-laws of the Corporation to change
this method of voting by members not in attendance at a meeting of members.
2.05 Members Calling a Members’ Meeting
The board shall call a special meeting of members in accordance with Section 167 of the
Act, on written requisition of members carrying not less than 5% of the voting rights. If the
board does not call a meeting within twenty-one (21) days of receiving the requisition, any
member who signed the requisition may call the meeting.
Section 3 — Membership Dues, Termination and Discipline
3.01 Membership dues
Members shall be notified in writing or by telephonic, electronic or other communication of
the membership dues at any time payable by them and, if any are not paid within one (1)
calendar month of the membership renewal date, the members in default shall automatically
cease to be members of the Corporation.
3.02 Termination of Membership
A membership in the Corporation is terminated when:
a) the member dies, or, in the case of a member that is a corporation, the corporation is
dissolved;
b) a member fails to maintain any qualifications for membership described in Section 2.01
of these by- laws;
c) the member resigns by delivering a written resignation to the chair of the board of the
Corporation in which case such resignation shall be effective on the date specified in the
resignation;
d) the member is expelled in accordance with Section 3.03 below or is otherwise
terminated in accordance with the articles or by-laws;
e) the member’s term of membership expires; or
f) the Corporation is liquidated or dissolved under the Act.
Subject to the articles, upon any termination of membership, the rights of the member,
including any rights in the property of the Corporation, automatically cease to exist. In case
of resignation, a member shall remain liable for payment of any assessment or other sum
levied or which became payable by him to the Corporation prior to receipt of his resignation.
3.03 Discipline of Member
The board shall have authority to suspend or expel any member from the Corporation for
any one or more of the following grounds:
a) violating any provision of the articles, by-laws, or written policies of the Corporation;
b) carrying out any conduct which may be detrimental to the Corporation as determined by
the board in its sole discretion, including without limitation due to the fact that the board
believes that such person’s interests conflict with the furthering of the objects of the
Corporation;
c) for any other reason that the board in its sole and absolute discretion considers to be
reasonable, having regard to the purpose of the Corporation.
In the event that the board determines that a member should be expelled or suspended from
membership in the Corporation, the president, or such other officer as may be designated by
the board, shall provide twenty (20) days notice of suspension or expulsion to the member
and shall provide reasons for the proposed suspension or expulsion. The member may
make written submissions to the president, or such other officer as may be designated by
the board, in response to the notice received within such twenty (20) day period. In the
event that no written submissions are received by the president, the president, or such other
officer as may be designated by the board, may proceed to notify the member that the
member is suspended or expelled from membership in the Corporation. If written
submissions are received in accordance with this section, the board will consider such
submissions in arriving at a final decision and shall notify the member concerning such final
decision within a further twenty (20) days from the date of receipt of the submissions. The
board’s decision shall be final and binding on the member, without any further right of
appeal.
Section 4 — Meetings of Members
4.01 Place of Meeting
Subject to compliance with Section 159 of the Act, meetings of the members may be held at
the head office of the Corporation or such other place in Canada as the board may
determine and on such day as the directors shall appoint.
4.02 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 public accountant of the Corporation and such
other persons who are entitled or required under any provision of the Act, articles or by-laws
of the Corporation to be present at the meeting. Any other person may be admitted only on
the invitation of the chair of the meeting or by resolution of the members.
4.03 Chair of the Meeting
In the event that the chair of the board and the vice-chair of the board are absent, the
members who are present and entitled to vote at the meeting shall choose one of their
number to chair the meeting.
4.04 Quorum
A quorum at any meeting of the members (unless a greater number of members are
required to be present by the Act) shall be 10% of the members entitled to vote at the
meeting. If a quorum is present physically, telephonically or electronically at the opening of a
meeting of members, the members present may proceed with the business of the meeting
even if a quorum is not present throughout the meeting.
4.05 Votes to Govern
At any meeting of members every question shall, unless otherwise provided by the articles
or by-laws or by the Act, unless a ballot or poll is demanded by any member, be taken by a
show of hands and shall be determined by a majority of the votes cast on the questions. In
case of an equality of votes either on a show of hands or on a ballot or on the results of
electronic voting, the chair of the meeting in addition to an original vote shall have a second
or casting vote.
4.06 Business Transacted at Meetings
The members may consider and transact such business as has been approved by the board
at any meeting of the members.
Section 5 — Directors
5.01 Election and Term
The affairs of the Corporation shall be managed by a board of a minimum of three (3)
directors to a maximum of fifteen (15) directors, each of whom at the time of his election by
the member or within ten (10) days thereafter and throughout his/her term of office shall be
a member of the Corporation. Each director shall be elected to hold office until the third
annual meeting after such director shall have been elected or until such director’s successor
shall have been duly elected and qualified. Subject to the articles, the members will elect the
directors at the first meeting of members and at each succeeding annual meeting at which
an election of directors is required.
5.02 Powers of Directors
Subject to these by-laws and the Act, the directors of the Corporation may administer the
affairs of the Corporation in all things and generally may exercise all such other powers and
do all such acts and things as the Corporation is by its charter or otherwise authorized to
exercise and do. Without limiting the generality of the foregoing, the directors are expressly
empowered, from time to time, to purchase, lease or otherwise acquire, alienate, sell,
exchange or otherwise dispose of shares, stocks, rights, warrants, options and other
securities, lands, buildings and other property, movable or immovable, real or personal, or
any right or interest therein owned by the Corporation, for such consideration and upon such
terms and conditions as they may deem advisable. The directors are expressly empowered
to adopt such rules and procedures, not contrary to the by-laws or charter of the
Corporation, as they deem fit.
5.03 Remuneration of Directors
The directors shall receive no remuneration for acting as such, and no director shall directly
benefit or indirectly receive any profit from his position as such; but a director or executive
committee member may be paid reasonable expenses incurred by him and may be
compensated for all expenses incurred by while carrying out his duties. This will include
being compensated for time taken off work for carrying out duties sanctioned by the board of
directors. Notwithstanding the foregoing, directors and/or members may hold paid positions
within the Corporation or do contract work for the Corporation, provided that they are
qualified to perform the service, and that those directors or members, as applicable, who are
candidates for employment by the organization excuse themselves from any vote related to
such employment, or the subject matter of the employment while they are engaged by the
Corporation. This must be sanctioned by the board of directors.
5.04 Nominations – Board of Directors
The Officers shall act as a nominating committee for the purpose of proposing a slate of
persons as nominees for election as directors for consideration of the annual meeting of the
members of the Corporation (the “Slate”). The Slate shall be posted and published with the
notice of the annual meeting. The nominating committee shall meet at the call of the Chair.
Any member entitled to vote for the election of directors may make a nomination for the
election of directors at a meeting of members called for the election of directors; provided
notice of a proposed nomination including the name of the nominee, is given as set forth
herein to provide an opportunity for appropriate disclosure to be made. Notice of a proposed
nomination of a nominee not included in the Slate, shall be given in writing to the Secretary
of the Corporation not less than twenty (21) days prior to any meeting of the members called
for the election of directors. Such notice shall be sufficiently given if delivered to the
Secretary in accordance with the protocols set out in Section 8.01. The chair will determine
whether notice of a proposed nomination was given in accordance with the foregoing
procedure, and if the chair should determine that it was not so given, the chair shall declare
that fact to the meeting and the defective nomination shall be set aside.
Section 6 — Meetings of Directors
6.01 Calling of Meetings
Meetings of the board may be called by the chair of the board, the vice-chair of the board or
any two (2) directors at any time.
6.02 Notice of Meeting
Notice of the time and place for the holding of a meeting of the board shall be given in the
manner provided in Section 2.02 of this by-law to every director of the Corporation not less
than 7 days before the time when the meeting is to be held. 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. Unless the by-law otherwise
provides, no notice of meeting need specify the purpose or the business to be transacted at
the meeting except that a notice of meeting of directors shall specify any matter referred to
in subsection 138(2) (Limits on Authority) of the Act that is to be dealt with at the meeting.
6.03 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, but no other notice shall be required for any such regular meeting
except if subsection 136(3) (Notice of Meeting) of the Act requires the purpose thereof or the
business to be transacted to be specified in the notice.
6.04 Votes to Govern
At all meetings of the board, every question shall be decided by a majority of the votes cast
on the question. The chair shall refrain from voting unless required to break a tie.
6.05 Committees
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.
Section 7 — Officers
7.01 Appointment of officers
The board may designate the officers of the Corporation, 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 Corporation. A director may be appointed to any
office of the Corporation. An officer may, but need not be, a director unless these by-laws
otherwise provide. Two or more offices may be held by the same person.
7.02 Description of officers
Unless otherwise specified by the board which may, subject to the Act modify, restrict or
supplement such duties and powers, the officers of the Corporation, if designated and if
officers are appointed, shall have the following duties and powers associated with their
positions:
a) Chair of the Board – The chair of the board shall be a director. The chair of the board, if
any, shall, when present, preside at all meetings of the board of directors and of the
members. The chair shall have such other duties and powers as the board may specify.
b) Vice-Chair of the Board – The vice-chair of the board shall be a director. If the chair of
the board is absent or is unable or refuses to act, the vice-chair of the board shall, when
present, preside at all meetings of the board of directors and of the members. The vice-
chair shall have such other duties and powers as the board may specify.
c) President – The President shall be charged with the general management and
supervision of the affairs and operations of the Corporation. The President shall sign all
by-laws and membership certificates. The 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 President shall, subject to the authority of the board,
have general supervision of the affairs of the Corporation.
d) Secretary – The Secretary shall be ex officio clerk of the board of directors. The
Secretary shall attend meetings of the board of directors and record all facts and
minutes of all proceedings in the books kept for that purpose or assign such duties as
agreed to by the board. The Secretary shall give all notices required to be given to
members and to directors, or assign such duties as agreed to by the board. The
Secretary shall be the custodian of the seal of the Corporation and of all books, papers,
records, correspondence, contracts and other documents belonging to the Corporation,
or assign these duties as agreed to by the board, which shall be delivered up only when
authorized by a resolution of the board of directors to do so and to such person or
persons as may be named in the resolution, and the Secretary shall perform such other
duties as may from time to time be determined by the board of directors.
e) Treasurer – The Treasurer shall keep full and accurate accounts of all receipts and
disbursements of the Corporation in proper books of account and shall deposit all
monies or other valuable effects in the name and to the credit of the Corporation in such
bank or banks as may from time to time be designated by the board of directors or
assign such duties as agreed to by the board. The Treasurer shall disburse the funds of
the Corporation under the direction of the board of directors, taking proper vouchers
therefor and shall render to the board of directors at the regular meetings thereof or
whenever required, an account of all of the transactions as Treasurer, and of the
financial position of the Corporation. The Treasurer shall also perform such other duties
as may from time to time be determined by the board of directors.
The powers and duties of all other officers of the Corporation shall be such as the terms
of their engagement call for or the board or president requires of them. The board may
from time to time and subject to the Act, vary, add to or limit the powers and duties of
any officer.
7.03 Vacancy in office
In the absence of a written agreement to the contrary, the board may remove, whether for
cause or without cause, any officer of the Corporation. Unless so removed, an officer shall
hold office until the earlier of:
a) the officer’s successor being appointed
b) the officer’s resignation
c) such officer ceasing to be a director or
d) such officer’s death
If the office of any officer of the Corporation shall be or become vacant, the directors may,
by resolution, appoint a person to fill such vacancy.
Section 8 — Notices
8.01 Method of giving notices
Any notice (which term includes any communication or document) to be given (which term
includes sent, delivered or served), other than notice of a meeting of members or a meeting
of the board of directors, pursuant to the Act, the articles, the by-laws or otherwise to a
member, director, officer or member of a committee of the board or to the public accountant
shall be sufficiently given:
a) if delivered personally to the person to whom it is to be given or if delivered to such
person’s address as shown in the records of the Corporation or in the case of notice to a
director to the latest address
b) if mailed to such person at such person’s recorded address by prepaid ordinary or air
mail; or
c) if sent to such person by telephonic, electronic or other communication facility at such
person’s recorded address for that purpose; or
d) if provided in the form of an electronic document in accordance with Part 17 of the Act.
A notice so delivered shall be deemed to have been given when it is delivered personally or
to the recorded address as aforesaid; a notice so mailed shall be deemed to have been
given when deposited in a post office or public letter box, provided that in the event of a
postal disruption notice must be delivered or sent by telephonic or electronic means as
provided herein to be effective; and a notice so sent by any means of transmitted or
recorded communication shall be deemed to have been given when dispatched or delivered
to the appropriate communication company or agency or its representative for dispatch. The
Secretary may change or cause to be changed the recorded address of any member,
director, officer, public accountant or member of a committee of the board in accordance
with any information believed by the Secretary to be reliable. The declaration by the
Secretary that notice has been given pursuant to this by-law shall be sufficient and
conclusive evidence of the giving of such notice. The signature of any director or officer of
the Corporation to any notice or other document to be given by the Corporation may be
written, stamped, type-written or printed or partly written, stamped, type-written or printed.
8.02 Invalidity of any provisions of this by-law
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.
8.03 Omissions and Errors
No error or omission to give any notice to any member, director, officer, member of a
committee of the board or public accountant, 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 invalidate any action taken at any
meeting to which the notice pertained or otherwise founded on such notice. Any such
person may at any time waive notice of any such meeting and may ratify and approve any or
all proceedings taken or had thereat.
8.04 Adjournments
Any meetings of the Corporation or of the directors may be adjourned at any time and from
time to time and such business may be transacted at such adjourned meeting as might have
been transacted at the original meeting. No notice shall be required of any such
adjournment. Such adjournment may be made notwithstanding that no quorum is present.
Section 9 — Dispute Resolution
9.01 Mediation and arbitration
Disputes or controversies among members, directors, officers, committee members, or
volunteers of the Corporation are as much as possible to be resolved in accordance with
mediation and/or arbitration as provided in Section 9.02 of this by-law.
9.02 Dispute Resolution Mechanism
In the event that a dispute or controversy among members, directors, officers, committee
members, employees or volunteers of the Corporation arising out of or related to the articles
or by-laws, or out of any aspect of the operations of the Corporation is not resolved in
private meetings between the parties, then without prejudice to or in any other way
derogating from the rights of the members, directors, officers, committee members,
employees or volunteers of the Corporation as set out in the articles, by-laws or the Act, and
as an alternative to such person instituting a law suit or legal action, such dispute or
controversy shall be settled by a process of dispute resolution as follows:
a) The dispute or controversy shall first be submitted to a panel of mediators whereby the
one party appoints one mediator, the other party (or if applicable the board of the
Corporation) appoints one mediator, and the two mediators so appointed jointly appoint
a third mediator. The three mediators will then meet with the parties in question in an
attempt to mediate a resolution between the parties.
b) The number off mediators may be reduced from three to one or two upon agreement of
the parties.
c) If the parties are not successful in resolving the dispute through mediation, then the
parties agree that the dispute shall be settled by arbitration before a single arbitrator,
who shall not be any one of the mediators referred to above, in accordance with the
Province of Ontario legislation governing domestic arbitrations where the registered
office of the Corporation is situated or as otherwise agreed upon by the parties to the
dispute. The parties agree that all proceedings relating to arbitration shall be kept
confidential and there shall be no disclosure of any kind. The decision of the arbitrator
shall be final and binding and shall not be subject to appeal on a question of fact, law or
mixed fact and law.
d) All costs of the mediators appointed in accordance with this section shall be borne
equally by the parties to the dispute or the controversy. All costs of the arbitrators
appointed in accordance with this section shall be borne by such parties as may be
determined by the arbitrators.
Section 10 — Effective Date
10.01 Effective Date
Subject to matters requiring a special resolution of the members, this by-law shall be
effective when made by the board.
CERTIFIED to be By-Law No. 1 of the Corporation, as enacted by the directors of the
Corporation by resolution on the 6th day of February, 2013 and confirmed by the members
of the Corporation by special resolution on the 21st day of February, 2013.
Dated as of the 6th day of March, 2013.
Heidi Bernhardt, President, CADDAC