By-Laws

December 2004

Captial Region Interfaith Council (hereinafter referred to as CRIC, as the council, or as the corporation)

BY-LAW NUMBER 1

A by-law relating to the conduct of the affairs of the Corporation.

Contents

1. Article I Head Office
2. Article II Corporate Seal
3. Article III Charity, Donations, Bequests and Gifts
4. Article IV Membership
5. Article V Meetings of the Council
6. Article VI Directors and Officers
7. Article VII Directors' Meetings
8. Article VIII Powers of Directors
9. Article IX Duties of Officers
10. Article X Indemnity of Directors, Officers and Members
11. Article XI Execution of the Documents
12. Article XII Minutes of Meetings
13. Article XIII Fiscal Year
14. Article XIV Amendments to the Bylaws
15. Article XV Auditors
16. Article XVI Banking
17. Article XVII Rules and Regulations
18. Article XVIII Dissolution
19. Article XIX Interpretation

Article I Head Office

The head office of the corporation shall be in the City of Ottawa, in the Province of Ontario.

Article II Corporate Seal

The seal, impression whereof is stamped in the margin hereof, shall be the seal of the corporation. The seal shall be kept in the custody of the President of the corporation.

Article III Charity, Donations, Bequests and Gifts

The corporation shall be carried on in furtherance of the objects of CRIC without purpose of gain for its members or faith group representatives and any profits or other accretions to the corporation shall be used in promoting its objects. The corporation may solicit and accept donations, gifts, bequests, and legacies for use in promoting the objects and carrying out the work of the corporation.

Article IV Membership

Section 1 Members

A member of the corporation shall be a faith group in the National Capital Region. Each faith group shall have one vote. Each faith group shall appoint one or more representatives to exercise its’ privileges under these bylaws. For the purposes of these bylaws, “faith” shall mean a denomination, or identifiable group of people organized around a specific set of spiritual and religious beliefs, practices and traditions. The Board of Directors may from time to time invite a faith or consider an application by a faith to serve as a member of the corporation.

Section 2 Criteria for Membership.

A faith considered for representation in the corporation shall be required, in the opinion of the Board of Directors, to satisfy the following criteria:

2.1

The faith has a statement of belief and a basis and form of association and organization.

2.2

The faith ordinarily is registered as a not-for-profit or charitable organization.

2.3

The faith is able to give evidence of autonomy, stability, and historical continuity as a faith in Canada.

2.4

The faith demonstrates a spirit of cooperation with, and respect for, other faiths.

2.5

The faith accepts the objects and bylaws of the corporation.

Section 3 Acceptance of Members

The Board of Directors shall review each application and make its recommendation to the council for final approval.

Section 4 Associate Members

Various interfaith organizations in the National Capital Region with objectives similar to those of CRIC may apply or be invited to become associate members. Associate members may participate in the activities of CRIC but shall not vote nor serve on the Board of Directors. The status of associate members shall be reviewed annually.

Section 5 Honorary Members

The Board of Directors may invite past CRIC faith group representatives or those who have provided extensive service to CRIC to be honorary members. Honorary members may participate in the activities of CRIC but shall not vote nor serve on the Board of Directors.

Section 6 Membership Dues

Membership fees shall be reviewed periodically by the Board of Directors and set by a resolution of the council. Dues shall be paid within the first three months of the new fiscal year, which begins in November. While associate members will pay the annual dues, honorary members will not.

Section 7 Withdrawal from Membership

Any member may withdraw from membership in the corporation by delivering a resignation in writing and lodging a copy of the same with the Secretary of the corporation.

Article V Meetings of the Council

Section 1 Regular Meetings

Regular meetings of the members of the corporation shall be generally held on the third Sunday of the month at a venue that is mutually agreeable to the members. Meetings shall be rotated, where feasible, amongst the facilities of member faith groups. Ordinarily, no meetings are held during the months of July and August. The agenda together with the minutes of the previous meeting shall be sent to all members at least five days prior to the date of the meeting.

Section 2 Annual General Meeting

The November meeting shall constitute the Annual General Meeting at which the new Board of Directors shall be elected. Notice for the Annual General Meeting shall be communicated to all members at least 14 days (2 weeks) prior to the meeting.

Section 3 Special Meetings

A Special Meeting may be called at any time during the year by the President in consultation with the Board of Directors to expedite decisions on specific matters or to discuss matters of urgency. Special meetings may also be called at the request of three or more members. The notice of a special meeting must contain sufficient information on the issues to be discussed.

Section 4 Proceedings of Meetings

Proceedings of all meetings of the council shall follow the Robert's Rules of Order.

Section 5 Quorum

The quorum for the transaction of business shall be two-fifths (2/5) of the members or 9 members of the corporation, whichever is less.

Section 6 Motions

6.1 Requirements for Passage

All decisions shall be by majority vote. If required, the President may cast the additional vote to break a tie.

6.2 Voting Procedures

All voting shall be by show of hands, unless it is for elections or if there is a specific call for a secret ballot. The Secretary shall be in charge of distributing, collecting, and counting all ballots. The count shall be verified by the President.

Section 7 Errors and Omissions

No error or omission in giving notice of any meeting of the corporation or any adjourned meeting of the corporation shall invalidate such meeting or make void any proceedings taken thereat.

Article VI Directors and Officers

Section 1 Board of Directors

The property and business of the corporation shall be managed by a Board of seven (7) Directors, six of whom shall be elected at the Annual General Meeting by a simple majority vote. The seventh member shall be the immediate past president. The number of Directors shall be determined from time to time by an affirmative vote of at least two-thirds (2/3) of the members at a meeting duly called for the purpose of determining the number of Directors to be elected to the Board of Directors. Directors must be individuals, 18 years of age or older, with power under law to contract. The Directors shall be elected for a term of one year and may be re-elected yearly for a total term of three (3) years. After having served a total term, a Faith Group representative shall only be eligible for re-election to the Board after a lapse of one year.

Section 2 Officers

The officers of the corporation shall be a President, Vice President, Secretary, Treasurer, and two Directors-at-Large. No director shall hold more than one office except for the offices of the Secretary and the Treasurer, in which case there may be three Directors-at-Large.

Section 3 Eligibility

Eligibility of faith group representatives on the Board of Directors shall be restricted to those who have represented their faith on the council for at least one year prior to the election year.

Section 4 Remuneration

The Directors shall serve without remuneration and no director shall directly or indirectly receive any profit from his position as such. A Director may be paid reasonable expenses incurred by him in the performance of his duties.

Section 5 Election of Directors and Officers.

5.1 Nominations

The Board of Directors shall consist of faith group representatives elected at the Annual General Meeting. Names of those faith group representatives, only one from each faith, willing to serve shall be obtained by a nominating committee consisting of three (3) faith group representatives who shall present the slate of names to the meeting. Additional nominations shall be asked for at the Annual General Meeting.

5.2 Balloting

Elections shall be by secret ballot. In the case where the slate contains more than the required number of Directors, the SIX (6) receiving the highest number of votes will be considered elected.

5.3 Taking Office

The Board of Directors shall take office following the close of the Annual General Meeting.

5.4 Election of Officers

The Board of Directors shall meet following the Annual General Meeting to elect officers of the corporation.

5.5 Vacancies on the Board of Directors

The Board of Directors, by majority vote, may fill the vacancy by appointment of a faith group representative of a member of the corporation.

Section 6 Removal of Directors

A director may be removed from office by a resolution passed by 2/3 of members present at a special general meeting called for the specific purpose.

Article VII Directors' Meetings

Section 1

Meetings of the Board of Directors may be held at any time and place to be determined by the president in consultation with the Directors. There shall be at least one meeting of the Board of Directors. Notice may be given by phone, if there is no objection by the Directors, or by e-mail at least 2 days prior to the meeting. No error or omission in giving notice of any meeting of the Board of Directors or any adjourned meeting of the Board of Directors of the corporation shall invalidate such meeting or make void any proceedings taken thereat and any director may at any time waive notice of any such meeting and may ratify, approve, and confirm any or all proceedings taken thereat. Each director is authorized to exercise one vote.

Section 2

Three Directors shall constitute a quorum for meetings of the Board of Directors. Any meeting of the Board of Directors at which a quorum is present shall be competent to exercise all or any of the authorities, powers, and discretions by or under the by-laws of the corporation.

Article VIII Powers of Directors

Section 1

The Board of Directors shall be accountable to the council.

Section 2

The Board of Directors shall administer the affairs to further the objects of the corporation inclusive of signing of contracts, hiring of consultants, and establishing committees as required.

Section 3

The Board of Directors shall have power to authorize expenditures on behalf of the corporation up to a limit set by the Annual General Meeting. Such expenditures shall be ratified at the next Annual General Meeting.

Section 4

A director may resign by writing a letter of resignation and lodging a copy of the same with the Secretary of the corporation.

Article IX Duties of Officers

Section 1 The President

The president shall be the chief executive officer of the corporation. THE PRESIDENT shall preside at all meetings of the corporation and of the Board of Directors, and shall, in general, coordinate the activities of CRIC and of its Directors and committees. THE PRESIDENT shall ensure the implementation of all resolutions passed at the duly called meetings of the corporation. The President shall prepare a report for the Annual General Meeting.

Section 2 The Vice President

The Vice President shall assist the President and in the absence or disability of the President, perform the duties and exercise the powers of the president. In the absence of the President and Vice President, the Past President, or in the absence of the Past President, one of the other officers will preside.

Section 3 The Secretary

The Secretary shall perform all the duties of a corporate Secretary. The Secretary shall attend all meetings and act as clerk thereof. The Secretary shall give or cause to be given notice of all meetings of the members and of the Board of Directors. The Secretary shall keep all records, including minutes, files of correspondence, and membership lists, and shall keep promotional brochures and other promotional materials used by CRIC. The Secretary shall write and send letters when directed to do so by the president or the Board of Directors, and send out the notices, agendas and minutes of meetings. The Secretary shall also record the minutes of meetings of members and of the Board of Directors.

Section 4 The Treasurer

The Treasurer shall perform all the duties of a corporate Treasurer. The Treasurer shall have custody of the funds and securities of the corporation and shall keep full and accurate accounts of all assets, liabilities, receipts, and disbursements of the corporation in the books belonging to the corporation and shall deposit all monies, securities, and other valuable effects in the name and to the credit of the corporation in such chartered bank or trust company as may be designated by the Board of Directors from time to time. The Treasurer shall disburse the funds of the corporation as may be directed by proper authority taking proper vouchers for such disbursements and shall render to the Directors at the regular meeting of the Board of Directors, or whenever they may require it, an accounting of all the transactions and a statement of the financial position of the corporation. The Treasurer shall prepare a financial report for the Annual General Meeting.

Section 5 Other Officers

The offices of the Secretary and the Treasurer may be occupied by one person as determined by the Board of Directors. The duties of all other officers of the corporation shall be such as the terms of their engagement call for or as the Board of Directors determines.

Article X Indemnity of Directors, Officers and Members

Providing that all acts, undertakings, and contracts entered into by the members of the Board of Directors on behalf of the corporation are legal and in accordance with the provisions of these bylaws and in the event that any member of the Board of Directors be involved personally in any litigation arising during his activity on behalf of the corporation, he shall be indemnified and saved harmless by the corporation

Article XI Execution of the Documents

All contracts, documents, or any instruments shall be signed by the president and one other director and shall be binding upon the corporation. The Directors shall have power from time to time by resolution to appoint an officer or officers on behalf of the corporation to sign specific contracts, documents, and instruments.

Article XII Minutes of Meetings

Section 1

Each member of the Board of Directors shall receive a copy of the minutes of a meeting of the Board. The general membership may receive copies of such minutes upon request.

Section 2

The minutes of the meetings of the council shall be sent to all faith group representatives with the notice of the next meeting.

Article XIII Fiscal Year

Unless otherwise ordered by the Board of Directors, the fiscal year shall be the twelve (12) month period ending on October 31 each year.

Article XIV Amendments to the Bylaws

The bylaws of the corporation not embodied in the letters patent may be repealed or amended by resolution of the council. Any amendment to the bylaw may be introduced in accordance with the requirements of subsection 155(2) of the Canada Corporations Act if sanctioned by an affirmative vote of at least two-thirds (2/3) of the members at a meeting duly called for the purpose of considering the amendment provided that the amendment shall not be enforced or acted upon until the approval of the Minister of Industry has been obtained.

Article XV Auditors

The members shall at each Annual General Meeting appoint an auditor to audit the accounts and annual financial statements of the corporation for a report to the members at the following Annual General Meeting. The auditor shall hold office until the next Annual General Meeting provided that the Directors may fill any casual vacancy in the office of auditor. The remuneration of the auditor shall be determined from time to time by the Board of Directors.

Article XVI Banking

Section 1

A corporate bank account shall be maintained in the name of the corporation as a separate account in a chartered bank or a trust company.

Section 2

All monetary transactions shall be made in the name of the corporation. All cheques pertaining to the outgoing funds shall require an authorization by the Board and shall be signed by such officers as the Board of Directors may appoint from time to time by resolution.

Article XVII Rules and Regulations

The Board of Directors may prescribe such rules and regulations not inconsistent with these bylaws relating to the management and operation of the corporation as they deem expedient provided that such rules and regulations shall have force and effect only until the next Annual General Meeting when they shall be confirmed and failing such confirmation at such Annual General Meeting shall at and from that time cease to have any force and effect. In the absence of any specific bylaw traditional precedence shall rule.

Article XVIII Dissolution

The decision to liquidate, dissolve or wind-up the corporation must be the result of a vote wherein three-fourths of the current members agree to the liquidation, dissolution or winding-up of the Corporation.

In the event of liquidation, dissolution, or winding-up of the corporation, all its remaining assets after payment of its liabilities shall be distributed to one or more registered charitable organizations in Canada as designated by the Board of Directors and as provided under the Income Tax Act.

Article XIX Interpretation

In these bylaws and in all other bylaws of the corporation hereafter passed unless the context otherwise requires, words importing the singular number or the masculine gender shall include the plural number or the feminine gender, as the case may be, and vice versa, and references to persons shall include firms and corporations.