ByLaw Revisions

November 2002 PERC Bylaws: Proposed revisions to Articles 2, 4, 5, and 7 of Bylaws as amended Nov. 9, 1994. (No revisions are proposed to Articles 1, 3, 6, 8-13.) KEY: no mark = stays as is ~ or ~ = to be added { }= to be deleted ARTICLE II - {POWERS} ~Board of Directors {Designation.} ~Duties ~(2.1 To ensure that Revenue Canada's charitable organization requirements and other legal requirements are met.) ~2.2 ~(To manage) the affairs of the Corporation {shall be managed by its Board of Directors, acting} on behalf of its members. ~(2.3 Where feasible, to employ a Coordinator and Editor, and to assess their performance in accordance with the Terms and Conditions of Employment.) ~(2.4 To support and advise the Coordinator and Editor in their work.) ~(2.5 The Board shall choose from its members, a President, Vice-President, Secretary and Treasurer.) ARTICLE IV - {ANNUAL GENERAL MEETING} ~(GENERAL MEMBERS' MEETINGS) 4.1 {Designation.} ~(Annual General Meeting.) The Annual meeting of PERC shall be held within 15 months of the date of the last Annual meeting, ~(and not later than six months after the end of the previous fiscal year,) for the purpose of electing Directors to the Board, by the membership, and for the transaction of such other business as may come before the meeting. Reports will be delivered by the President and Treasurer of the Corporation and shall include a review of PERC's progress towards fulfilling its mandate. Members will be notified one month before said meeting of the date, time and place. ~(4.2 General Meetings: called at the request of the Board.) ~(4.3 Special General Meeting: called at the request of a minimum of 15 members. The Board is obligated to call a special general meeting at the request of 15 members, and to notify all members of the purpose, date, time and place of the meeting no less than 35 days before said meeting. The Board is obligated to hold the meeting with the stated purpose as submitted by the members, and any other business that may arise.) ARTICLE V - ~(ELECTED) DIRECTORS 5.1 - Description. Shall not be less than five nor more than fifteen members. Should the number of directors fall to four or fewer members, the Board shall continue to function fully, but must hold a Members Meeting within 60 days for the purpose of electing a complement of directors. 5.1.1. Election of the Board The Board shall be elected by the eligible voting membership {to} ~(at) the Annual General Meeting. Where Board vacancies exist, the Board shall have the authority to appoint interim Directors subject to approval by the membership at {the next membership} ~(a General) Meeting. 5.1.2 Eligibility and Responsibilities The board of directors shall consist of persons residing or working in the Capital Region, who support PERC's mandate and are members in good standing. Directors {shall serve in at least one of the following roles: officer of the Board, Board Liaison, member of a Board committee, or other Board functions, and} shall advance the mandate of PERC. {It is also desirable that directors be involved as volunteers on one of the PERC (staff) committees.} {A director shall not miss three (3) consecutive Board meetings and/or five (5) in a 12 month period unless mitigating circumstances are accepted by the Board and they will advise the Chair when participation is not possible.} {Directors shall minimally commit as much time to work connected with the PERC as is normally expected of PERC volunteers (Referred to PERC Policy).} Individual directors will not take unilateral action and are responsible to the Board as a whole. 5.2 - Tenure of Service. Term of Board member shall be two years beginning at the time of {formal} election {by the Board and/or membership}; {for no more than two full consecutive terms}. ~(Directors are eligible for a second full consecutive term but not normally a third.) ~(To ensure continuity, terms of one year could be considered.) (???) A Board member may extend her/his term of service beyond two full consecutive terms, subject to review by the Board of Directors and approval by the membership at the Annual General Meeting. (Amendment to By-Laws, approved by the membership at the Annual General Meeting, November 9, 1994.) 5.3 - Number of Meetings. {Minimum of 10 meetings per year on a regular basis.} ~(The Board shall meet bi-monthly as a general rule but must meet a minimum of six times a year.) Additional meetings may be called by the President at the request of a member of the Board. 5.4 - Quorum. {At all directors' meetings, a quorum shall consist of greater than half of the current membership of the board of directors.} ~(A quorum of the Board shall be 60 per cent of its elected membership.) 5.5 - Removal of Directors. A director shall be removed from the Board upon the occurrence of any of the following {events}: a) the director resigns her/his office by delivering written notice of such resignation to the President of the Corporation, b) {and any officer or director failing to fulfil duties and expectations as specified in 5.1, 6.3, 6.4, 6.5, 6.6.} ~(he/she fails to fulfill the duties assigned to a Director.) ~(c) he/she fails to attend three consecutive meetings of the Board without good cause.) {A director shall not miss three (3) consecutive Board meetings and/or five (5) in a 12 month period unless mitigating circumstances are accepted by the Board and they will advise the Chair when participation is not possible.} d) or death.

?{5.6 - Vacancies. Any vacancy occurring in the Board is to be filled by reason of meeting the minimum number of directors required as stated in 5.1 above.}? 5.7 - Proxies. a director may at any time appoint a proxy to deliver her/his written vote ~(on a specific motion) at a board meeting. If the {context of the vote} ~(motion) at issue is amended then the proxy vote will constitute an abstention. 5.8 - Remuneration. Members of the Board of Directors shall receive no remuneration for carrying out their duties as Directors. ARTICLE VII - EMPLOYED STAFF 7.1 Any paid staff are retained or dismissed by the board or the board's designates. Paid staff are responsible only to the board as a whole or to the board's designates. ~(7.2 If a Coordinator and Editor have been employed, they are ex-officio members of the Board without voting powers.)