Bylaw Number One

Journey to Diversity Workplaces

1. Preamble
1. The name of this non profit is Journey to Diversity Workplaces, known herein as
Corporation.
2. Definitions
1. In this by-law and all other by-laws of the Corporation, unless the context otherwise requires:
1. "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.
2. "articles" means the original or restated articles of incorporation or articles of amendment,
amalgamation, continuance, reorganization, arrangement or revival of the Corporation.
3. "board" means the board of directors of the Corporation and "director" means a member
of the board.
4. "by-law" means this by-law and any other by-laws of the Corporation as amended and
which are, from time to time, in force and effect.
5. "meeting of members" includes an annual meeting of members, general 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.
6. "ordinary resolution" means a resolution passed by a majority of not less than 50% plus 1
of the votes cast on that resolution.
7. "proposal" means a proposal submitted by a member of the Corporation that meets the
requirements of section 163 (Shareholder Proposals) of the Act.
8. "Regulations" means the regulations made under the Act, as amended, restated or in
effect from time to time. and
9. "special resolution" means a resolution passed by a majority of not less than two-thirds
(2/3) of the votes cast on that resolution.
3. Membership
1. Class A: Employees of the Corporation make up Class A members. And except for the
employee seats on the Board, they may not run for a seat on the Board. They may vote. This
also includes any employees of any subsidiaries of the Corporation for which the Corporation
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owns 60%+1 or more of the shares.

2. Class B: Allies, who have paid membership dues as determined by the Board may be
registered as members. They may not vote, unless they run for a seat on the Board.
3. Class C: The Board. All members of the board are full voting members of the Corporation, and
may run for a seat on the Board.
4. Class D: Volunteers. Anyone who volunteers 105 hours or more per year shall be registered
as a member. They may vote, and run for a seat on the Board.
4. Corporate Seal
1. The Corporation may have a corporate seal in the form approved from time to time by the
board. If a corporate seal is approved by the board, the President of the Corporation shall be the
custodian of the corporate seal.
4. Administration
1. The head office of the Corporation shall be in the City of Barrie, in the province of Ontario, at
such place therein as may from time to time be determined by the Board.
2. Until otherwise decided by the Board, the financial year of the Corporation shall end the
calendar year end, December 31, in each and every year.
3. Execution of Instruments
1. The President shall be a signing officer. The President shall appoint a minimum of two (2)
and a maximum of four (4) additional people to be signing officers, subject to confirmation
of the Board.
2. Deeds, transfers, licences, contracts, cheques, and engagements on behalf of the
Corporation shall be co-signed by any two (2) signing officers. Deposits to the bank
accounts require no signature.
3. Any two (2) of the signing officers may acquire and/or transfer, upon confirmation where
necessary, any and all shares, bonds or other securities from time to time standing in the
name of the Corporation in its individual or any other capacity or as trustee or otherwise
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, subject to limits as set
out by law.
4. The Corporation shall maintain bank account(s). All such funds shall be deposited in a bank
and/or trust company insured by the Canada Deposit Insurance Corporation, and/or a Credit
Union insured by the Deposit Insurance Corporation of Ontario, having a branch in the City of
Barrie, as may from time to time be designated by the Board.
5. Meetings of the Board of Directors may be held at such times and at such places within the
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province of Ontario as the Board may from time to time determine. The Board shall meet at least
five times each year. The Board may use teleconferencing as an alternative to meetings in
person.
6. The Secretary of the Board shall ensure that all necessary books and records of the
Corporation required by law and by these By-laws are regularly updated and properly kept.
7. All contracts relating to personnel or personnel-related matters of the President must be
approved by a resolution of the Board as presented or recommended by the Executive
Committee. All contracts relating to other employees are to be determined by policy as set out
by the Board.
8. Notwithstanding any provisions to the contrary contained in these By-laws, the Board may, at
any time, by resolution, direct the manner in which any particular instrument, contract or
obligation of the Corporation shall be executed.
5. Board of Directors
1. The affairs of the corporation shall be governed by a Board of Directors comprised of between
three to ten Directors elected by the Members of the corporation, and the Past Chair who shall
be a Director ex officio, whom shall have a vote, along with the President who shall be an Officer
ex officio, and the President shall have a vote.
2. If there are 20 or more employees of the Corporation, and/or any directly owned subsidiaries
of which the Corporation owns 60%+1 or more, two seats on the Board must be reserved for
employees. If there are less than 20 employees, this shall be left up to the determination of the
Board itself.
3. Any person is eligible to be a Director of the Corporation who:
1. Is 18 years old or over.
2. Not an employee unless the seat is reserved for an employee.
3. Is otherwise legally competent to conduct business and enter contracts under the laws of
Canada and its provinces.
4. Becomes eligible by resolution of the membership or Board.
4. Term of Office
1. Directors shall hold office for a term of 2 years so long as they remain eligible under the
terms of Article 5.
2. Terms of office shall be staggered so that one-half of the terms expires each year.
3. No Director shall be eligible to serve more than four consecutive terms.
4. No one who has served four full consecutive terms shall not be eligible to serve again as
a Director before the passing of one year.
5. Quorum for a meeting of the Board shall be three (3) Directors. Meetings shall be called by
the President, or the Chair.
6. The Board may set policy for the Corporation, or delegate such, so long as it is consistent with
these bylaws, and the Articles of Incorporation.
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7. The Chair shall chair all meetings of the Board. If absent, the meeting shall be chaired by the
Vice Chair, or President. If none of these are in attendance, the Board, from amongst itself, may
choose someone to chair the meeting.
6. General Meetings
1. The Annual General Meeting (AGM) of the Corporation shall be held annually and not more
than fifteen (15) months, or less than nine (9) months following the previous Annual General
Meeting.
2. Twenty-five (25) days notice of a general meeting shall be given to the membership by mail,
email, and/or telephone.
3. Copies of the agenda, and the various resolutions, and business before the membership shall
be sent out with the notice of a general meeting. Where notice is given by telephone, or email
these items shall be posted on the website of the Corporation, in lieu of being sent out with the
notice.
4. Quorum for a general meeting of the Corporation shall be ten (10) members or 5% of the
members, whichever is lesser.
5. If within a half hour (1/2) hour quorum is not present, the meeting shall be cancelled. If
cancelled, the meeting is scheduled for one (1) month later. If quorum is not present within a half
hour (1/2) hour of the second meeting, the meeting will proceed with those members in
attendance.
6. Ordinary motions shall be passed by a simple majority.
7. Pursuant to Section 171(1) of the Act, a member entitled to vote at a meeting of members
may vote by proxy by appointing in writing a proxyholder, and one or more alternate
proxyholders, who are not required to be members, to attend and act at the meeting in the
manner and to the extent authorized by the proxy and with the authority conferred by it subject
to the following requirements:
1.a proxy is valid only at the meeting in respect of which it is given or at a continuation of
that meeting after an adjournment;
2.a member may revoke a proxy by depositing an instrument or act in writing executed or,
in Quebec, signed by the member or by their agent or mandatary
1.at the registered office of the corporation no later than the last business day
preceding the day of the meeting, or the day of the continuation of that meeting after
an adjournment of that meeting, at which the proxy is to be used, or
2.with the chairperson of the meeting on the day of the meeting or the day of the
continuation of that meeting after an adjournment of that meeting;
3.a proxyholder or an alternate proxyholder has the same rights as the member by whom
they were appointed, including the right to speak at a meeting of members in respect of
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any matter, to vote by way of ballot at the meeting, to demand a ballot at the meeting and,
except where a proxyholder or an alternate proxyholder has conflicting instructions from
more than one member, to vote at the meeting by way of a show of hands;
4.if a form of proxy is created by a person other than the member, the form of proxy shall
1.indicate, in bold-face type,
1.the meeting at which it is to be used,
2.that the member may appoint a proxyholder, other than a person designated in
the form of proxy, to attend and act on their behalf at the meeting, and
3.instructions on the manner in which the member may appoint the proxyholder,
2.contain a designated blank space for the date of the signature,
3.provide a means for the member to designate some other person as proxyholder, if
the form of proxy designates a person as proxyholder,
4.provide a means for the member to specify that the membership registered in their
name is to be voted for or against each matter, or group of related matters, identified in
the notice of meeting, other than the appointment of a public accountant and the
election of directors,
5.provide a means for the member to specify that the membership registered in their
name is to be voted or withheld from voting in respect of the appointment of a public
accountant or the election of directors, and
6.state that the membership represented by the proxy is to be voted or withheld from
voting, in accordance with the instructions of the member, on any ballot that may be
called for and that, if the member specifies a choice under subparagraph (iv) or (v) with
respect to any matter to be acted on, the membership is to be voted accordingly;
5.a form of proxy may include a statement that, when the proxy is signed, the member
confers authority with respect to matters for which a choice is not provided in accordance
with subparagraph (d)(iv) only if the form of proxy states, in bold-face type, how the
proxyholder is to vote the membership in respect of each matter or group of related
matters;
6.if a form of proxy is sent in electronic form, the requirements that certain information be
set out in bold-face type are satisfied if the information in question is set out in some other
manner so as to draw the addressee's attention to the information; and
7.a form of proxy that, if signed, has the effect of conferring a discretionary authority in
respect of amendments to matters identified in the notice of meeting or other matters that
may properly come before the meeting must contain a specific statement to that effect.
Pursuant to Section 197(1) of the Act, a special resolution of the members (and if Section 199
applies, a special resolution of each class of members) is required to make any amendment to
the articles or by-laws of the Corporation to change this method of voting by members not in
attendance at a meeting of members.
8. The Chair of the Board chairs the Annual General Meeting. The President chairs in the
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absence of the Chair. If neither the Chair nor the President is present within one-half (1/2) hour
after the set time for the General meeting, the Members present choose one (1) of the Members
to Chair.
9. The board of directors shall call a special meeting of members in accordance with Section 167
of the Act, on written requisition of members carrying not less than 1/3 of the voting rights. If the
directors do not call a meeting within twenty-one (21) days of receiving the requisition, any
member who signed the requisition may call the meeting.
10. Special meetings of the Board shall be called upon the request of one-third of the Board, in
writing to the Chair. Invitations and attendance will be determined by the Board.
7. Voting
1. All ballots for an election shall have the None of the Above (NOTA) option.
2. All elections shall be by preferential ballot.
3. Where there are less people running in an election than there are spots, by a vote of twothirds (2/3) the option of a ballot election may be waived, and the candidates declared elected.
4. The Chair will oversee the running of elections in the capacity of Chief Returning Officer
(CRO). If the Chair is to be a candidate in the same election, then the Vice Chair shall take on
the role of CRO. If both the Chair and Vice Chair are to be candidates in the same election, the
Board will appoint a Deputy Returning Officer (DRO) who is not running, to manage the election.
The CRO will organize an Elections Committee to perform its duties as required.
5. Nominations for Director positions shall be submitted in writing to the Chair of the Committee
responsible for nominations at least fourteen (14) days in advance of the meeting at which the
vote is to be held. It shall contain the signature of two Class A, C, and/or D members of the
Corporation in good standing and a signed acceptance of the nomination by the nominee. The
elections will be held no later than seven (7) days following the closing of nominations as
determined by the Chair.
6. Vacancy nominations for new Directors may be received from present Board Members by the
President seven (7) days in advance of a Board meeting. Any vacancy in a Director position,
however caused, may be filled by a majority vote of the remaining Directors so long as a quorum
of Directors remains in office. A Director so elected shall remain in office until the next meeting at
which Directors are to be elected. The Directors shall not fill a vacancy in the manner specified
in this clause during the forty-five (45) day period immediately preceding an AGM or special
meeting. If there is less than three Directors, the remaining Directors shall forthwith call a
meeting of the Members to fill the vacant Director positions.
7. A Director shall automatically cease to hold office if:
1. A resolution to that effect is passed by a two-thirds majority of the Members or Board of
the Corporation voting at a meeting duly called for that purpose. or
2. The Director otherwise ceases to be eligible as a Member under the terms of Article 5 of
these By-laws.
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3. Resignation from the Board must be in writing and received by the President. A Board
Member shall be dropped for excess absences from the Board if she has three absences
without due notice from Board meetings in a year.
8. Where a Director, either on her behalf or while acting for, by, with or through another, has any
pecuniary or personal interest, direct or indirect, in any matter, or otherwise has a conflict of
interest, as a Director, she:
1. Shall disclose her interest fully at a meeting of the Board in the manner prescribed by law.
2. Shall disclose her interest and the general nature thereof prior to any consideration of the
matter in the meeting.
3. Shall not take part in the discussion of or vote on any question in respect of the matter.
and,
4. Shall not in any way whether before, after or during the meeting to influence the voting on
any such question. The pecuniary or personal interest, direct or indirect, of an immediate
family Member shall, if known to the Director, be deemed to be also the pecuniary interest
of the Director.
9. The Directors may receive a small honorarium as determined by the Board, but it is not
required. Directors may receive reasonable compensation for expenses incurred by them in the
normal course of their duties.
8. Officers
1. Any person is eligible to be an Officer of the Corporation who:
1. Meets the eligibility requirements for Membership in the corporation set out in Article 3.
2. Is otherwise legally competent to conduct business and enter contracts under the laws of
Canada and its provinces.
2. Staff may be Officers of the Corporation.
3. The board may remove all Officers by a vote of two-thirds (2/3) where their role of Officer isn't
directly tied to their employment.
4. Staff who are Officers, and the two are tied, such as the President, may be removed by a vote
of two-thirds (2/3) of the Board, but only upon the recommendation of the Committee of the
Whole.
5. The President, or any Officer, may resign by submitting a written resignation to the Chair.
9. Duties
1. Chair
1. The Chair will be an officer of the corporation and a Member of the Board of Directors.
2. The Chair shall, when present, preside at all meetings of the Corporation.
3. Along with the Board, the Chair shall generally oversee and supervise the governance of
the Corporation including the signing of By-laws, special resolutions and other such
documents requiring her signature.
4. Also, the Chair is responsible other duties as may from time to time be prescribed by
resolution of the Board or that are otherwise incidental to this office.
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5. The Chair shall be elected for a term of one year(s) and shall not be eligible for reelection for more than six (6) consecutive terms.
2. Vice Chair
1. In absence of Chair, chair Board meetings, ensure agendas and minutes are distributed,
and implement the strategic plan.
2. Reports to the Board Chair.
3. Works closely with the Board Chair, board members, and staff.
4. Helps the Board Chair to develop and implement office transition plans.
5. Performs other responsibilities as assigned by the board.
6. Actively recruits new board members and help to retain current board
members.
3.Treasurer
1. The Treasurer will be an officer of the corporation and a Member of the Board of
Directors.
2. 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 Corporation and to the credit of the corporation in such bank or banks as
may from time to time be designated by the Board.
3. The Treasurer shall, under the direction of the Board, disburse the funds of the
Corporation, taking proper vouchers therefore and shall render to the Board at regular
meetings thereof, or whenever required, an account of all such transactions and the
financial position of the Corporation.
4. Secretary
1. The secretary will be an officer of the corporation and a Member of the Board of Directors.
2. The Secretary shall be responsible for giving notices. keeping records of all meetings of
the Members, the Board and its Executive Committee. signing of minutes. and, such
other duties as may from time to time be assigned by resolution of the Board.
3. Distributing copies of minutes and the agenda to each Board Members, and assuring that
corporate records are maintained.
5. President & Chief Executive Officer
1. The President shall, ex officio, also be an officer of the Corporation and a Member of the
Board of Directors and shall be entitled to receive notice and attend all meetings of the
Board and its Executive Committee.
2. The Board may appoint a President to manage the affairs of the Corporation under the
general direction of the Board. The President shall hold office at the pleasure of the Board
or until she resigns the office.
3. Will be evaluated by the Board for performance no less than bi-annually.
10. Committees
1. Committees of the Corporation shall consist of:
1. Committee of the Whole
2. Executive Committee
3. Finance Committee
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4. Nomination Committee
5. Ethics Committee
2. The Board may, from time to time, by resolution, establish such other Committees with such
duties and powers as it deems to be in the interests of the Corporation. Except as otherwise
established by policy, each such Committee shall be Chaired by a Director, have the Committee
Membership and terms of reference approved by resolution of the Board, shall consider such
matters as are referred to it by the Board, shall keep records of its activities and
recommendations, and, shall report to the Board at such intervals as required by the Board.
11. Appointment of Auditor
1. The Board may appoint or re-appoint an auditor on an annual basis at the first meeting of the
Board following the AGM, or from time to time as necessary..
12. Parliamentary Authority
1. The rules contained in the current edition of Robert's Rules of Order Newly Revised shall
govern the Corporation in all cases to which they are applicable and in which they are not
inconsistent with these bylaws and any special rules of order the Corporation may adopt.
13. Interpretation
1. 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.
2. Other than as specified in Article 2 above, words and expressions defined in the Act have the
same meanings when used in these by-laws.
14. Amendments
1. Any member may propose amendments to these by-laws, in writing to the Chair. They must
be approved by the Board, and then by a vote of two-thirds (2/3) of the voting members.
2. The Board may adopt, and amend additional by-laws as necessary.
15. Dissolution
1. The Corporation does not pay any dividends or distribute its property among its Members.
2. If the Corporation is dissolved, any funds or assets remaining after paying all the debts are to
be paid to a non-profit organization that has objectives similar to the Corporation, as determined
by the Board.
3. The Corporation may only be dissolved upon a vote of two-thirds (2/3) of the voting members.

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