BYLAWS OF PARTAGEONS L’ESPOIR / SHARE THE WARMTH

PART 1: INTRODUCTORY ARTICLES...............................................................................3NAME AND INCORPORATION........................................................................................3HEAD OFFICE..................................................................................................................3SEAL............................................................................................................................... 3

PART 2: MEMBERS.......................................................................................................3CLASSES OF MEMBERS...................................................................................................3CONDITIONS OF MEMBERSHIP......................................................................................4SUSPENSION AND REMOVAL OF A MEMBER.................................................................4RESIGNATION OF A MEMBER.........................................................................................4

PART 3: MEETINGS OF THE MEMBERS..........................................................................4COMPOSITION AND LOCATION......................................................................................4ANNUAL GENERAL MEETING.........................................................................................5SPECIAL MEETINGS........................................................................................................ 5NOTICE OF MEETING......................................................................................................6OTHER SUBJECTS TO ADDRESS.......................................................................................6QUORUM....................................................................................................................... 6CHAIR AND SECRETARY OF THE MEETING.....................................................................6VOTING..........................................................................................................................6

PART 4: BOARD OF DIRECTORS.....................................................................................6ELIGIBILITY.....................................................................................................................7COMPOSITION...............................................................................................................7ELECTION....................................................................................................................... 7TERM..............................................................................................................................7MEETINGS OF BOARD OF DIRECTORS............................................................................7POWERS, DUTIES AND RESPONSIBILITIES OF DIRECTORS..............................................8CONFLICTS OF INTEREST................................................................................................8REMUNERATION AND INDEMNITY.................................................................................9RESIGNATION AND REMOVAL........................................................................................9

PART 5: OFFICERS.........................................................................................................9COMPOSITION...............................................................................................................9ELECTION....................................................................................................................... 9CHAIR.............................................................................................................................9VICE-CHAIR...................................................................................................................10SECRETARY...................................................................................................................10TREASURER.................................................................................................................. 10EXECUTIVE DIRECTOR..................................................................................................10RESIGNATION AND REMOVAL......................................................................................10

PART 6: COMMITTEES................................................................................................10SUB-COMMITTEES....................................................................................................... 10PERMANENT COMMITTEES..........................................................................................10

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PART 7: EXECUTIVE COMMITTEE................................................................................11FORMATION.................................................................................................................11COMPOSITION..............................................................................................................11DISQUALIFICATION.......................................................................................................11REMOVAL.....................................................................................................................11MEETINGS....................................................................................................................11

PART 8: FINANCIAL PROVISIONS.................................................................................11FISCAL YEAR................................................................................................................. 11AUDIT...........................................................................................................................11BANK DOCUMENTS AND SIGNATURES.........................................................................12CONTRACTS..................................................................................................................12LOANS.......................................................................................................................... 12DONATIONS................................................................................................................. 12

SCHEDULE 1: NOMINATION COMMITTEE....................................................................13SCHEDULE 2 : NOMINATION FORM.............................................................................15SCHEDULE 3 : CONFLICT OF INTEREST FORM..............................................................17SCHEDULE 4 : DEFINITIONS.........................................................................................18SCHEDULE 5 : ACTIVE MEMBER APPLICATION FORM..................................................19

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PART 1 : INTRODUCTORY ARTICLES

NAME AND INCORPORATION1.1 The present corporation, known and designated as Partageons l'espoir Québec / Share the

Warmth Quebec (the “Corporation”), is incorporated as a non-profit corporation pursuant to the Canada Corporations Act on February 7, 1990 under the registration number 257228-1.

HEAD OFFICE1.2 The head office of the Foundation will be located in the Montreal Urban Community, Province

of Quebec, Canada or at any other location determined by the Board of Directors. The seal of the Foundation cannot be used without the consent of the President or Secretary.

SEAL1.3 The seal at the end of this document will be the corporate seal of the Foundation Partageons

l’espoir Québec / Share the Warmth Quebec.

PART 2 : MEMBERSHIP

CLASSES OF MEMBERS2.1 The Corporation will have two categories of members: active members and associate members.

2.1.1 An active member of the Corporation is any physical person who is interested in the objectives and activities of the Corporation and who satisfies the conditions of membership.

Active members have the right to participate in all of the Corporation’s activities, to receive notice of the meetings of the members, to attend these meetings and to vote during these meetings.

2.1.2 An associate member of the Foundation is any corporation, association or legal person interested in the objectives and activities of the Foundation, who has paid the annual dues and to whom the Board of Directors has accorded the status of associate member.

Associate members do not automatically have the right to attend meetings of the members, but they can, by submitting a letter to the Secretary of the Foundation, designate a representative who benefits automatically from the status of active Corporation member and thus possesses all the rights and powers granted by the present bylaws to active Foundation members.

All associate members may at all times remove their representative by written notice of removal to this member and the Secretary of the Corporation, and may replace this representative with another person by submitting a letter to the Secretary of the Corporation to that effect.

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CONDITIONS OF MEMBERSHIP2.2 The conditions of membership for an active member are the following:

1. Having made a monetary contribution to the Corporation of a minimum of $25 in cash or in kind in the last twelve (12) months prior to the beginning of the Corporation’s fiscal year;

2. Having been an active volunteer for Partageons l'espoir / Share the Warmth during the six (6) last months before the beginning of the Corporation’s fiscal year;

OR3. Having been an employee of Partageons l'Espoir / Share the Warmth during the last twelve

(12) months;OR4. Having used the Corporation’s services or participated in a program offered by the

Corporation during the last twelve (12) months prior to the beginning of the Corporation’s fiscal year.

5. Adherence to the objectives of the Corporation and filling an application for such membership with the Corporation.

2.2.1 There will be no membership fees or dues unless otherwise directed by the Board of Directors.

SUSPENSION AND REMOVAL OF A MEMBER2.3 Any member, whether active or associate, can be expelled by a resolution voted by at least

three-quarters of the members of the Board of Directors.

2.3.1 The Board of Directors reserves the right to suspend or radiate any member.

2.3.2 The resolution declaring the suspension or radiation of a member is final and may not be appealed.

RESIGNATION OF A MEMBER2.4 Every member may resign by submitting written or verbal notice to the Secretary of the

Corporation.

PART 3: MEETINGS OF THE MEMBERS

COMPOSITION AND LOCATION3.1 The general meeting will be made up of all members in good standing of the Corporation.

3.1.1 The annual or any other general meetings of the members will be held at the Corporation’s head office or any other place in Quebec as the Board of Directors may determine and on such day as the said Board chooses.

3.1.2 The Board of Directors, Chair or Vice-Chair will have the power to call a general meeting of members of the Corporation at any time.

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ANNUAL GENERAL MEETING3.2 The annual general meeting will be held within ninety (90) days following the end of the

Corporation’s fiscal year.

3.2.1 The agenda of the annual general meeting must contain the following points: Reading and adoption of the agenda; Reading and adoption of the minutes of the last meeting; Report of the Board of Directors; Report of the Executive Director; Presentation of the financial statements; Report of the auditor ; Ratification of the bylaws adopted by the Directors since the last general meeting; Nomination of auditor; Election of the Board of Directors members; Wishes of the members; Closing of the meeting.

SPECIAL MEETINGS3.3 A special meeting may be convened by the Secretary upon request of the Board of Directors.

However, the Board of Directors must convene a special meeting of the members upon written request to that effect signed by at least one twentieth (1/20) of the members who must specify the purpose and subject of the said special meeting.

If the Board does not convene and hold a special meeting requested by the members, within twenty-one (21) days following the receipt of the written request, this meeting can be convened by those members who signed the written request.

Only the subjects mentioned in the notice of meeting can be dealt with during the special meeting.

NOTICE OF MEETING3.4 Fourteen (14) days written notice of any annual or special general meeting of members shall be given to each voting member. Notice of any meeting where special business will be transacted should contain sufficient information to permit the member to form a reasoned judgment on the decision to be made.

3.4.1 The email address shall be used to send notices to any member, director or officer. The last address of the member, director or officer recorded on the books of the Corporation.

AUDITORS3.5 At each annual meeting, the members shall appoint an auditor to audit the accounts of the

Corporation and to exercise that function until the next annual meeting. The directors may fill any temporary vacancy in the office of auditor until the next annual general meeting. The Board of Directors shall fix the remuneration of the auditor.

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OTHER SUBJECTS3.6 Members may examine and address all questions, whether special or general, at any meeting of

members.

QUORUM3.7 The active members present constitute quorum for any meeting of members.

PRESIDENT AND SECRETARY OF THE MEETING3.8 Generally, the Chair or any other officer of the Corporation presides over the annual meeting or

special meeting. However, present active members may designate a Chair of the meeting from among them. The Secretary of the Corporation or any other person nominated for this purpose by the Board of Directors or elected by the active members present can act as secretary of the meetings of members.

VOTING3.9 At all meetings of members of the Corporation, each member present other than the

Executive Director shall have the right to exercise one (1) vote. Every issues voted upon shall be determined by a majority of votes unless otherwise specifically provided for by statute or by these by-laws. Voting will proceed by show of hands unless someone at the meeting requests a secret ballot.

PART 4: BOARD OF DIRECTORS

ELIGIBILITY4.1 In order to be eligible for a position on the Board of Directors, the candidate must:

1. be an active member in good standing; 2. be 18 years or older;3. be legally capable of being a Director;4. have filed out the Nomination Form attached as Schedule 2.

COMPOSITION4.2 The Board is composed of a minimum of six (6) members and a maximum of fourteen (14)

members.

ELECTION4.3 A third (1/3) of Directors will be elected each year during the annual general meeting by vote by

show of hands unless someone at the meeting requests a secret ballot.

4.3.1 Directors begin their duties upon their election or acceptance of their nomination depending on the case.

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4.3.2 The Directors can, if quorum has been met, fill vacancies on the Board except those resulting from the failure to elect the minimum number of Directors stipulated in article 4.2.

4.3.3 The Directors must, if they do not form quorum or if the minimum number of Directors as stipulated in article 4.2 are not present, convene a special meeting as soon as possible in order to fill the vacancies; if they fail to do so or if there is no acting Director, any member may convene this meeting.

TERM4.4 Directors are elected for terms of three (3) years.

4.4.1 Directors may complete two consecutive terms after which they cannot be re-elected until another full term has passed.

MEETINGS OF DIRECTORS4.5 Meetings of the Board of Directors are held as often as necessary but at least five (5) times per

year.

4.5.1 The Chair or two (2) members of the Board of Directors may convene a meeting.

4.5.2 A notice of a board meeting must be at least seven (7) days before the meeting. Notice can be communicated in any way deemed reasonable.

4.5.3 If all Directors are present or if those absent consent in writing, the meeting may take place without prior notification.

4.5.4 Quorum of each meeting is a majority (50% + 1) of Directors.

4.5.5 A written resolution, signed by all of the Directors, is valid and has the same effect as if it was adopted during a meeting duly convened and held.

In this respect, the Director’s approval of a resolution sent by e-mail to the Secretary constitutes a signature.

4.5.6 The Secretary must send a copy of the minutes of the Board meeting to Board members within fourteen (14) days following the meeting.

POWERS, DUTIES AND RESPONSIBILITIES OF DIRECTORS4.6 The Board oversees the business of the Corporation and exercises all necessary powers.

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Every member of the Board assumes the management of the business of the Corporation and takes all necessary measures to ensure its proper functioning, including creating action plans in collaboration with its committees.

4.6.1 Each Director must, while exercising his/her functions, respect all obligations imposed by law, the letters patent and the bylaws and act within the limits of the powers conferred on him/her.

The Directors must avec with prudence and diligence, care, honesty and loyalty in the best interest of the Corporation.

4.6.2 A Director mist not act on behalf of a third party while acting for the Corporation; in particular, a Director who is a member of the Board of another Corporation does not represent this Corporation and an employee on the Board cannot act on behalf of the Corporation’s employees.

CONFLICTS OF INTEREST4.7 Every member of the Board must disclose to the Board during the first meeting following his

election all potential conflicts of interest with any physical or legal person who may themselves have a connection with the Corporation.

4.7.1 Every Board member must complete the Conflict of Interest Form (see Schedule 3) during the first Board meeting of the year.

4.7.1 Board members must at all times avoid being placed in a position where their personal interests may conflict with those of the Corporation.

At no time may a Director co-mingle the property of the Corporation with his own, nor may a Director use Corporation property for his own benefit.

At no time may a director use or disclose information obtained during the course of their mandate without authorization.

REMUNERATION AND INDEMNITY4.8 Directors will serve without remuneration. However, they will be reimbursed for reasonable

expenses incurred in the performance of their duties and with the consent of the Board. They may also receive remuneration or fees which they are owed for services rendered to the Corporation as a salaried employee or otherwise.

RESIGNATION AND REMOVAL4.9 A Director shall be removed from the Board if he:

offers his resignation in writing to the Board once this resignation is accepted by resolution by the Board;

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accumulates three (3) absences during a fiscal year of the Corporation without a valid excuse;

is no longer a member of the Corporation.

PART 5 : OFFICERS COMPOSITION5.1 The officers of the Corporation are the Chair, Vice-Chair, Secretary and Treasurer.

ELECTION5.2 The officers are named or elected each year at the first Board meeting following the annual

meeting.

CHAIR5.3 The Chair is the principal officer of the Corporation. The Chair exercises his authority under the

supervision of the Board. The Chair is the spokesperson of the Corporation unless the board designates another person. He presides over the meetings of members and the Board of directors. He sees to the realization of the Corporation’s objectives, ensures that Board decisions are executed, signs all documents requiring his signature and performs all duties that may be conferred to him by the Board. He is automatically a member of all committees formed by the Board.

VICE-CHAIR5.4 The Vice-Chair supports the Chair in the exercise of his functions. The Vice-Chair stands in for

the Chair in his absence or inability to act. The Vice-Chair may perform any other duty asked of him by the Board.

SECRETARY5.5 The secretary attends the meetings of members and the board meetings and is responsible for

taking minutes. The registers, bylaws and minutes are under his care and are kept at the head office of the Corporation at all times. The secretary provides the required extracts.

TREASURER5.6 The treasurer has custody of the Corporation’s funds and its books. He maintains a detailed

account of the accounts receivable and payable as well as receipts and disbursements of the Corporation in one or several books for this purpose, and reports periodically on these matters to the Board. He deposits the Corporation’s funds in a financial institution determined by the Board. He presents a budget proposal each year to the Board.

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EXECUTIVE DIRECTOR5.7 The executive director has the necessary authority to manage the business of the Corporation

and may employ and dismiss agents and employees of the Corporation but the board of directors can delegate to lesser powers to him. He conforms to the Board’s instructions and provides the Board or the Directors with the information needed concerning the business of the Corporation.

RESIGNATION AND REMOVAL5.8 Any officer may resign at any time by submitting a written letter of resignation to the Chair or

secretary of the Corporation during a board meeting.

Officers may be replaced or removed at all times for a valid reason by the board of directors, except as otherwise stipulated in writing.

PART 6: COMMITTEES SUB-COMMITTEES6.1 The Board may create sub-committees, including an executive committee, that it deems

necessary for the proper functioning of the Corporation, may determine their mission and may name their members. The members of sub-committees must report regularly to the Board and said committees will be dissolved automatically at the end of their mandate. Members of the sub-committees may be members of the Board of Directors, the Corporation or the public.

PERMANENT COMMITTEES6.2 The Nomination Committee is a permanent committee of the Corporation (see Schedule 1).

PART 7: EXECUTIVE COMMITTEE FORMATION7.1 The Board may constitute an Executive Committee which will exercise the duties prescribed by

the Board.

COMPOSITION7.2 The Executive Committee will have the following officers: Treasurer, Chair, Vice-Chair and

Executive Director.

DISQUALIFICATION7.3 A member of the Executive Committee who ceases to be a Director of the Corporation is

automatically disqualified as a member of the Executive Committee.

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REMOVAL7.4 Every member of the Executive Committee may be removed by a majority vote of the Board of

Directors.

MEETINGS7.5 The meetings of the Executive Committee will be held on the day and place determined by the

members of this Committee provided that each member receives written notice of such a meeting 48 hours in advance.

7.5.1 The Chair presides over the meetings of the Executive Committee. In his absence, the Vice-Chair or a Meeting Chair selected from among the members present, presides over the meeting.

7.5.2 Quorum for the Executive Committee meetings is 50% plus one (1).

7.5.3 Minutes for each meeting are prepared by a person designated by the Committee. The minutes are kept at all times at the Corporation’s head office. The designated person must send a copy of the minutes to the members of the committee within 14 days of each meeting.

PART 8: FINANCIAL PROVISIONS

FISCAL YEAR8.1 The fiscal year-end of the Corporation shall be May 31st or any other date established by the

Board of Directors.

AUDIT8.2 The books and records of the Corporation are audited each year as soon as possible after the

end of the fiscal year if, as is provided for, an auditor has been named for this purpose during the annual general meeting.

BANK DOCUMENTS AND SIGNATURES8.3 All cheques, notes and other banking instruments of the Corporation are signed by the

individuals who have been so designated by the Board of Directors.

CONTRACTS8.4 All contracts and other documents requiring the Corporation’s signature may be executed by

the Executive Director.

However, contracts exceeding $10,000 must first be approved by the Board of Directors and then signed by the authorized individuals.

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LOANS8.5 If it deems it appropriate, the Board of Directors may borrow money on the credit of the

Corporation and it may give any guarantee authorized by law to ensure the repayment of these loans and other obligations.

DONATIONS8.6 The Corporation has the power to receive and solicit donations, legacies, and other donations

of this nature in cash, in securities and real property ; the Board of Directors manages these donations, legacies, and contributions and organizes fundraising campaigns.

CERTIFICATION

We, the undersigned, officers of the Corporation Share the Warmth Quebec, do hereby certify that the present By-laws are the bylaws adopted by the members of the Corporation as amended during the annual general assembly of August 27, 2013.

____________________________ ______________________________Chair (block letters) Secretary (block letters)

____________________________ ______________________________Chair (block letters) Secretary (block letters)

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SCHEDULE 1: NOMINATION COMMITTEE

PROCEDURE OF ELECTING DIRECTORS1.1 Directors are elected from among the list of candidates submitted by the Nomination

Committee to the members during the meeting of members. In the event there are fewer candidates than number of directors to be elected, the election proceeds by acclamation. In the event there are more candidates than number of directors to be elected, the election occurs by the following procedure:

a) The meeting names or elects an Election Chair and two (2) scrutineers who may but need not be members of the Corporation;

b) The Election Chair submits the list of above-mentioned candidates to the meeting as well as a slate of suggested directors to elect which has been prepared by the Nomination Committee from among the list of above-mentioned candidates. The vote on this slate of suggested names is taken by show of hands;

c) If the suggested slate is adopted by a simple majority of votes, all of the candidates mentioned on this slate are automatically elected and the election is finished;

d) If the suggested slate is not adopted, the election will proceed by secret ballot and will be decided by majority vote from the list of nominees.

COMPOSITION OF THE NOMINATION COMMITTEE1.2 The Nomination Committee is made up of three (3) elected members chosen by and among

members of the Board of Directors.

ELECTION1.3 Nomination Committee members are elected annually on a date which is a reasonable period

of time before the annual general meeting. However, the Board may at all times fill vacant positions.

REMOVAL1.4 The Board may at all times remove any member of the Nomination Committee with or without

giving reasons.

DUTIES1.5 The duties of the Nomination Committee are: to create a list of candidates for Corporation

director positions, to submit this list, and, if so required, their slate of recommendations about their choice of candidates among this list to the members of the Corporation during the annual meeting.

NOMINATION FORM

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1.6 Within reasonable time following the annual meeting, the Nomination Committee must send each member a nomination form. Members who wish to submit their application must complete the form and include: the name of the candidate, a declaration that he wishes his application to be submitted, and the names and signatures of at least two members [or one member, one of the two being the candidate himself.]

DEADLINE1.7 The application period ends at the latest three (3) days before the annual meeting. Nomination

forms must be submitted to the Nomination Committee by this date at the latest. Applications will not be received after this date.

PRESENTATION OF LISTS1.8 The list of candidates and, if applicable, the suggestion slate, are submitted to the members

during the annual meeting, as stipulated in article 1.1 above.

COMMITTEE REMUNERATION1.9 Nomination Committee members are not remunerated for their services, but will be

remunerated for their fees incurred during the exercise of their duties for the Corporation.

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SCHEDULE 2: NOMINATION FORM

PERSONAL INFORMATION

Name:

Civic address: ______

City: Postal code:

Home phone number: Cell phone:

Email address:

DECLARATION

I, , a member in good standing of Partageons l’espoir/ Share the Warmth Quebec declare that I am:

1. an active member for _____ months ; 2. at least 18 years old ;3. legally capable of being a director ;

I, a member in good standing of the Partageons l’espoir/ Share the Warmth Quebec, would like to submit my application for the position of .

NOMINATOR

I, , a member in good standing of the Partageons l’espoir/ Share the Warmth Quebec, nominate the above candidate as a nominee for the election to the Board of Directors.

Name:

Civic address: __

City: Postal code:

Home phone number: Cell phone:

Email address:

CERTIFICATION

I, , confirm that all of the information herein are true and I consent to attaching my curriculum vitae to this application.

Signature Date

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SCHEDULE 3: CONFLICT OF INTEREST FORM

PERSONAL INFORMATION

Name:

Civic address: ______

City: Postal code:

Home phone number: Cell phone:

Email address:

DECLARATION OF DIRECTOR

I, , member of the Board of Directors Partageons l’espoir/ Share

the Warmth Quebec, confirm by the present that:

1. I am not in a real, potential or apparent conflict of interest with my role, duties and responsibilities as a director; and

2. I am not in a real, potential or apparent conflict of interest resulting from my relationships, affiliations, personal, family, financial, professional or employment activities or associations, or from any other relations;

If such a conflict of interest presents itself with respect to my role, duties or responsibilities as an director, I will immediately disclose the existence of this conflict in writing to the Chair and to the Board of Directors, and if necessary I will abstain from participating in the meetings, activities, discussions and decisions of the Board of Directors that related to the matter in respect of which I am in conflict.

CERTIFICATION

I, , attest that all of the information herein present are true.

Signature Date

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SCHEDULE 4: DEFINITIONS

INTERPRETATIONIn these bylaws and in the other bylaw adopted by the Corporation, unless the context demands otherwise, words in the singular and masculine include the plural and feminine and vice versa, and the use of the word “people” includes businesses and corporations.

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SCHEDULE 5: ACTIVE MEMBER APPLICATION FORM

PERSONAL INFORMATION

Name:

Civic address: ______

City: Postal code:

Home phone number: Cell phone:

Email address:

☐ I submit this form to apply for membership in Partageons l’espoir (Québec) / Share the Warmth (Quebec) Corporation and will endeavour to respect the objectives of the Corporation.

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