By-Laws and Resolutions

Relating Generally to the Transaction of the Business and Affairs of the Niagara-on-the-Lake Community Palliative Care Service

BY-LAW NUMBER 1

1. DIRECTORS AND OFFICERS
1.1. Number of Directors. The maximum number of Directors of the Niagara-on-the-Lake Community Palliative Care Service shall be fifteen.

1.2. Election and Term. The Directors shall be elected at each October meeting to hold office until their respective successors are elected. At the October meeting every retiring Director shall be eligible for re-election.

1.3. Quorum. Five Directors shall constitute a quorum for the transaction of business at any meeting of the Board.

1.4. Calling of Meetings. A meeting of the board may be held at any time upon call by the Board, the Chairman of the Board, or any other Officer so empowered by the Board.

1.5. Place and Time of Regular Meetings. Each regular meeting of the Board shall be held on the third Tuesday of each month at noon at 120 Byron St., Niagara-on-the-Lake. No regular Board meetings shall be held in the months of December, July and August.

1.6. Votes to Govern. Every question at a meeting of the Board shall be decided by a majority of the votes cast on the question. In the event of an equality of votes on any question at a meeting of the Board, the Chairman of the Board shall not be entitled to a second or casting vote.

1.7. Committees. The Board may appoint from among its members committees of Directors, including a committee designated as an Executive Committee and a Nominating Committee, and delegate to such committee or committees any of the powers of the Board. Unless otherwise determined by the Board, each committee appointed by the Board shall have the power to fix the quorum for its meetings at not less than a majority of its members, to elect its presiding officer and to fix its rules of procedure.

1.8. Appointment of Officers. The Board may from time to time appoint Officers, specify their duties and delegate to them such powers as the Board deems advisable. The Board may also from time to time appoint persons to serve in such positions other than as Officers, with such titles and such powers and duties and for such terms of service, as the Board deems advisable. One person may hold or discharge the functions of more than one officer or other position.

1.9. Indemnity. All Directors and Officers of the Niagara-on-the-Lake Community Palliative Care Association and their heirs, executors and administrators, and their estates and effects respectively, shall at all times be indemnified and saved harmless out of funds of the Association from and against:

1.9.1. All costs, charges and expenses whatsoever which Directors or Officers sustain or incur in or about any actions, suits or proceedings which are brought, commenced or prosecuted against them, for or in respect of any act, deed, matter or thing howsoever made, done or permitted by them in or about the execution of the duties of their offices on behalf of the Association.

1.9.2. All other costs, charges and expenses that they may sustain or incur in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by their own wilful neglect or default.

BY-LAW NUMBER 2

2. VOLUNTEERS
2.1. Place and Time of Regular Meetings. Each meeting of volunteers shall be held on the fourth Monday of each month at 7:30pm at 120 Byron St., Niagara-on-the-Lake. No regular volunteer meetings shall be held in the months of December, July and August.

2.2. Presiding Person. The Coordinator of Volunteers shall preside at the meetings of volunteers.

BY-LAW NUMBER 3

3. EXECUTION OF DOCUMENTS
3.1. The Board may from time to time determine the Officers or other persons by whom certificates, contracts or other documents of the service shall be executed and the manner of execution thereof.

BY-LAW NUMBER 4

4. POLICIES AND PROCEDURES
4.1. Policies and Procedures drafted and amended from time to time by members of the board of Directors and approved by the Board are hereby adopted as By-Law Number 4 of this service.

BY-LAW NUMBER 5

5. AMENDMENTS TO THE BY-LAWS
These by-laws of the Service may be amended from time to time by the Board of Directors. Such amendments must be confirmed at a meeting of the Board by an affirmative vote of at least two-thirds (2/3) of those Board Members present.

RESOLUTIONS OF THE BOARD OF DIRECTORS OF THE NIAGARA-ON-THE-LAKE COMMUNITY PALLIATIVE CARE SERVICE

1. Appointment of Executive Committee

BE IT RESOLVED that an Executive Committee be appointed pursuant to by-law Number 1 subsection 7 consisting of the Chairman, Past Chairman or Vice Chairman, Program Coordinator (non-voting), Secretary, Treasurer and Legal Consultant. The Executive Committee shall possess all the powers of the Board of Director, subject to the proviso that all actions of the said Committee must be confirmed at the next regular meeting of the Board in order to remain in full force and effect.

Dated the 16th day of November, 2004

2. Appointment of Policies and Procedures Committee

BE IT RESOLVED that a Policies and Procedures Committee be appointed pursuant of by-law Number 1 subsection 7 consisting of the Past Chairman, Program Coordinator and one or two members as selected by the Board of Directors. The Policies and Procedures Committee shall meet regularly to revise and update the policies and procedures of the NOTL CPCS. All revisions and updates will be presented to the Board for review, revision if necessary, and confirmation.

Dated the 15th day of September, 2009

3. Appointment of Nominating Committee

BE IT RESOLVED that a Nominating Committee be appointed pursuant to by-law Number 1 subsection 7 consisting of the Past Chairman, and two other members as selected by the Board of Directors. The Nominating Committee shall present to the Board annually a slate of Officers to be considered, amended if necessary, and confirmed by the Board.

Dated the 15th day of September, 2009