Guelph Services for the Autistic sponsored and organized two opportunities for family members, friends, agency staff, support workers and community allies to think about the following questions:

• What is a Microboard?
• How can a Microboard help a person with a disabling condition to achieve and maintain a good life?
• What can we do to help Microboards become an option in Ontario?

The Microboard: Moving Forward with the Family Model
The First Microboard
Basic Advice in Forming a Microboard
Making Microboards an Option in Ontario
Dreams of How Microboards can Support A Good Life
Goals – Positive and Achievable by November 2003 
Strategies to Make Microboards an Option in Ontario
 

The Microboard: Moving Forward with the Family Model
In the first Guelph meeting, on Thursday evening, 8th November, the Wetherows introduced the Microboard in relation to other concepts and practices of “serving” people with disabilities. They described how Co-operative and Microboard models were developed in Manitoba in the 1980s in response to the particular needs and opportunities of the movement of developmentally disabled people out of institutions. 

Microboards are now interesting as a way of flowing individualized funds to persons with disabilities themselves, supported by their family and friends, as allowed in British Columbia. But it is important that a Microboard be more than just a legally incorporated body that can administer funds and resources for and individual with a disability. It should act more like family and friends than a conventional Board of Directors.

The Wetherows explained the Microboard as inspired by the ideals of the family and that it is essential to have the following qualities:

• Covenant or a promise to spend time with the person in an enduring commitment and to invite others to become friends
• Sanctuary, meaning safety and acceptance
• Deep knowledge and celebration of the person’s and family’s dreams and contributions
• Sharing and connecting in trust so everyone feels supported and valued
• Bridge-building to the larger community, “seeing places where the fabric of community can be drawn closer together”
• Advocacy and accountability in obtaining and managing resources that are under the control of the person, family and friends.

The First Microboard

These qualities are all illustrated in the story of “Clarence” who pioneered Microboards in Manitoba. Lillian was his first friend: through her many contacts in family, church and community, she was able to ask others to be Microboard members for Clarence. 

Clarence's Microboard members were invited to:

• Do the things for Clarence that a good family would do
• Be good companions for Clarence
• Discover Clarence’s gifts and develop these into community connections and contributions
• Provide continuity, through enduring relationships with a large enough and strong enough circle of connections that members replace themselves by Clarence being able to choose new members he already trusts when some leave.

• Reflections: How is Clarence’s life? Are we remaining true to his dream?
• Accountability—to the Government for any public funds and especially to Clarence so his life could unfold as it should
• Discernment
• Evaluation
• Conflict resolution

Experience over 15 years has shown the advantages of what the Wetherows call second-level supports. These are independent sources of ideas and technical expertise that a Microboard may choose to utilize and purchase. Individual facilitators or specialized agencies may help with tasks such as negotiating and advocating with government; recruiting, screening and training staff; and administering payroll. However, any second-level facilitators or agencies have no control of the funding to an individual and no authority over the person and family at the heart of an individual Microboard. 

For a poster about Clarence’s Microboard, its advantages and the possible need for second-level supports, click on 
http://www.ont-autism.uoguelph.ca/images/micro1_col.jpg
 

Basic Advice in Forming a Microboard

1. Start small
2. Begin around one person
3. Begin to groove the pathway for funds to flow
4. Look for any way that government already provides and can provide funding directly to a person or family
5. Include some dollars in an individual’s budget to be able to purchase second-level supports.
 
 

Making Microboards an Option in Ontario

A workshop on Friday, 9th November 2001 at the University of Guelph Arboretum Centre was attended by activist parents and friends, self-advocates, professional allies, allies in government, potential project funders, and allied community members. Its objective: to develop a body of people who are well informed, decisive and committed to moving forward with a Microboard / direct funding initiative.

Our facilitators led us through a review of Microboard concept and practice to consider how ideas, structures and strategies might be aligned with the dreams of individuals and families and with local political, service and institutional realities in Ontario. The workshop included an extended “organizational PATH” planning process to generate a detailed graphic that can serve as an aid to memory, a focus for future reflection and evaluation, a way of testing emerging strategies and projects against the shared vision and principles, and a vivid document for communicating the plan to others.

This report summarizes the day’s discussions and plans in terms of Dreams, Goals, and Strategies. 
 
 

Dreams of How Microboards can Support A Good Life

We were encouraged to express our dreams of how Microboard might help the person with whom we are most concerned. For graphic images of these dreams, click on http://www.ont-autism.uoguelph.ca/images/micro6.jpg

Dreams include:
o Affirming the right and possibility to make choices

o Families encouraged and empowered to look for innovative ideas and sustainable solutions

o Peace of mind and confidence in the knowledge that a son/daughter’s life is good and less vulnerable because of good relationships

o Succession and continuity beyond the life of parents—by inviting others to join us on the raft. 

o A means of inviting young people to keep joining the circle of support

o Deep listening, so others besides parents know the “lore” about one’s son/daughter

o A creative and flexible network, able to continue strong and hopeful.

o Real sense of community: we can all be part of something wonderful. The knowledge that we can do it, but that it takes all of us. Each of us has something to contribute.

o Positive energy, love, life-sharing, harmony, humility, and interdependence

o Being able to continue living together with our son/daughter knowing that we can move into a context where we can receive the support we need as a family

o Safeguards against management over-riding the spirit of a good life and against structures that dissipate energies.

o Transforming attitudes so Government wakes up and trusts families, and people in agencies and government put their shoulders to help push the rock uphill, rather than being part of the hill.
 

Goals – Positive and Achievable by November 2003 
Families, friends and advocates stated the goals they intend and imagine they can achieve within two years. For a graphic illustration, click on
http://www.ont-autism.uoguelph.ca/images/micro5.jpg

• My friend gained a home of his own
• My son is celebrated for making a contribution to his community
• My daughter started her own business
• My son’s circle formed a Microboard at its core, in which he has supported decision-making powers to comment and make choices
• My friend’s life has been transformed from its extreme distress in 2001, because we organized a circle of support and Microboard to obtain the supports he needed
• Five family circles in one city organized local political action for direct, self-administered funding 
• Deohacko group wrote a book about how to do it!
• My agency responded to individuals by contributing resources and second-level supports, especially around aging parents—and attracted families to move there by flowing portable individualized funding
• A registry for contract staff and a worker co-op were created
• A cadre of trained and experienced facilitators has developed, some paid and some volunteer, all independent of service agencies
• Stories of faithfulness and achievement are shared to inspire others with hope and determination
• Documented successes with Microboards made self-determination and individualized funding public issues
• Realization of the potential of Microboards added momentum to all the other efforts of the Individualized Funding Coalition, so that 50 per cent of all new MCSS dollars is being committed to direct funding of individuals with disabilities by 2003

Strategies to Make Microboards an Option in Ontario

Click on http://www.ont-autism.uoguelph.ca/images/micro4.jpg

Ø Strengthen links among all of us who think Microboards can help:
- share success stories about and strategies that work for individuals
- plan together in local groups
- share ideas and challenges by email and on Listservs such as OAARSN and PLN
- collect and share technical templates of technicalities of forming Microboards in Ontario (such a objects of incorporation, bylaws, etc)
- tap into existing local groups, forums and training opportunities

Ø Note and support the efforts of the Individualized Funding Coalition in providing advocacy tools and connections 

Ø Note that a microboard can be legally incorporated as a not-for-profit corporation (but not a charity)

Ø Help government to feel comfortable so that it’s not necessary to change legislation or regulations to meet the needs of each person. Look for ways government already funds or could provide funding to individuals and families (such as SSAH)

Ø A transfer payment agency might be created or adapted to flow direct government funds to various individuals’ microboards (such a TPA would be a specialized banker and have no authority over the individual microboards)

Ø Make sure facilitators are trained, stay in touch with each other, and respond to the individual needs and goals.

Ø Invite and enroll allies, including:
-local MPPs 
-High school friends
-Local parent groups
-Church families
-Service groups
-Local business and community people with whom we have links
-Self-advocates (such as People First)
-Allied professionals

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MODELS: STRATEGIES, OBJECTS AND BYLAWS

We post this information as a public service to families and individuals who are considering incorporating an entity for personal empowerment and support. Please note that this is a guide based on the success of incorporating one such entity in Ontario in early 2002. Each vulnerable person and situation is different and unique. You should think through what you need and consult your lawyer. 

Please refer to the advice in our Questions and Answers section, and consider especially the following questions: 

• We already have a circle of friends and a personal support network on the PLAN model. Do we need a legally incorporated entity as well?
• Whom can we ask to be directors on our incorporated entity?
• How can we start an incorproated entity around our relative with a disability?
• What are the legal requirements for a entity for personal empowerment and support in Ontario?
• How can such an entity maintain our son/daughter’s good life when we no longer can?

The specific objects are:
1. To support him to understand the main factors that affect his life and well-being, to respond to the initiatives he expresses, and to ensure his needs and wishes are heeded;
2. To ensure that he has support workers and friends in his community who understand how he copes with severe disorders and who respect the alternative and augmentative ways in which he communicates;
3. Upon receiving the appropriate authority, to receive and manage funding for which he is eligible, including income support and disability support dollars from Government;
4. Upon receiving the appropriate authority, to receive and manage funds from family trusts or other special grants; 
5. To monitor the quality of all supports and services provided to him;
6. To advocate for additional supports and resources should they become necessary;
7. To monitor legislation and policies which affect him, and to assist in developing services and policies which affect him;
8. To develop sources of income as may from time to time be appropriate, including carrying on such business or other activities as are incidental to the foregoing objects;
9. To do all such other things as are incidental and ancillary to the attainment of the foregoing purposes and the exercise of the powers of the Corporation.
 
The Corporation shall have the following powers:
1. To make contracts with and pay any employees, independent service providers and consultants whom [XX] may need to develop his abilities and cope with his disabilities;
2. To own or rent property to serve as his principal residence;
3. To make contracts with tenants or homesharers who may live in his residence to provide him with practical and social support.

Upon dissolution of the Corporation, any assets remaining after the payment and satisfaction of the debts and liabilities shall be transferred to an organization or organizations, having cognate or similar objects, which carry on their work solely in Canada.
 

PART I   PURPOSE OF BYLAWS, LOCATION OF HEAD OFFICE,  AND PURPOSES OF CORPORATION
1.01 - Purpose of Bylaws . . . . . . . . . . . . . . . 
1.02 - Head Office  . . . . . . . . . . . . . . . . . .
1.03– Purposes of Corporation  . . . . . . . . 

PART II DEFINITIONS  . . . . . . . . . . . . . . . . . . . . . 

PART III MEMBERSHIP
3.01 - Eligibility for Membership  . . . . . . . . . . 
3.02 - Voting Rights  . . . . . . . . . . . . . . . . . 
3.03 - Membership Records . . . . . . . . . . . . . . . 
3.04 - Protection of Members  . . . . . . . . . . . . . 

PART IV MEETINGS OF MEMBERS
4.01 - Annual General Meeting . . . . . . . . . . . . .

PART V BOARD OF DIRECTORS
5.01 - Powers of Directors  . . . . . . . . . . . . . . 
5.02 - Number of Directors  . . . . . . 
5.03 - Qualifications . . . . . . . . . . . . . . . . . 
5.04 - Term of Office . . . . . . . . . . . . . . . . . 
5.05 - Termination of Office  . . . . . . . . . . . . . 
5.06 - Vacancies  . . . . . . . . . . . . . . . . . . .
5.07 - Quorum . . . . . . . . . . . . . . . . . . . . . 
5.08 - Meetings of Directors  . . . . . . . . . . . . . 
5.09 - Procedure and Votes to Govern  . . . . . . . . . . . . . . . . 
5.10 - Remuneration of Directors  . . . . . . . . . . . 

PART VI OFFICERS
6.01 - Number of Officers . . . . . . . . . . . . . . .
6.02 - Election and Term of Officers  . . . . . . . . . 
6.03 - Vacancies  . . . . . . . . . . . . . . . . . . . 
6.04 - Duties of Officers . . . . . . . . . . . . . . . 

PART VII BUSINESS OF THE CORPORATION
7.01 - Fiscal Year  . . . . . . . . . . . . . . . . . . 
7.02 - Signing Officers . . . . . . . . . . . . . . . . 
7.03 - Banking Arrangements . . . . . . . . . . . . . . 
7.04 - Auditors . . . . . . . . . . . . . . . . . . . . 
7.05 - Borrowing Powers . . . . . . . . . . . . . . . . 
7.08 - Agents and Employees . . . . . . . . . . . . . . 

PART VIII INDEMNIFICATION 

PART IX ENACTMENT AND AMENDMENT OF BYLAWS 

PART X DISSOLUTION 

PART XI EFFECTIVE DATE 
 
 

PART I - PURPOSE OF BYLAW, LOCATION OF HEAD OFFICE, AND PURPOSES OF CORPORATION

1.01 - Purpose of Bylaw
This bylaw relates generally to the transaction of the affairs of FXX, a non-profit Corporation without share capital incorporated under the Ontario Corporations Act 
(Ontario Corporation                                ) on [date]                                   20.....

1.02 - Head Office
The Head Office of the Corporation shall be in the City of ….., County of …….., in the Province of Ontario.  The directors may, from time to time, determine the specific location of the Head Office.

1.03– Purposes of Corporation
The general purpose of FXX is to be an entity for personal empowerment and support of XX, a person with significant disabilities who has asked his friends to help him to manage the supports and services he needs. The specific objects of FXX are:

(a) to support XX to understand the main factors that affect his life and well-being. to respond to the initiatives he expresses, and to use a Supported Decision-Making Agreement to ensure his needs and wishes are heeded

(b) to ensure that XX has support workers and friends who understands how he copes with severe disorders and who respect the alternative and augmentative ways in which he communicates

(c) to receive and manage funding for which XX is eligible, including income support dollars and disability support dollars from Government

(d) to receive and manage funds from family trusts or any other special grants made to XX 

(e) to make contracts with and pay employees, independent service providers and consultants XX may need to develop his abilities and cope with his disabilities

(f) to act as the employer of record, including relating to federal, provincial and municipal government agencies, as required 

(g) to own or rent property to serve as XX’s principal residence

(h) to make contracts with tenants or homesharers who may live in XX’s residence and provide him with support or companionship 

(i) to monitor the quality of all supports and services provided to XX

(j) to advocate for additional supports and resources should they become necessary

(k) to monitor legislation and policies which affect XX;  and to assist in developing services and legislation and policies which affect XX

(l) to contract with agencies or individuals who may provide ancillary services to the Corporation

(m) to develop sources of income as may from time to time be appropriate, including without limiting the foregoing, carrying on such business or other activities as are incidental to the forgoing purposes

(n) to do all such other things as are incidental and ancillary to the attainment of the foregoing purposes and the exercise of the powers of the Corporation.
 

PART II - DEFINITIONS
In this bylaw and any other bylaws of the Corporation, the following words, unless the context requires otherwise, shall have the following meaning:

 "FXX" means FRIENDS OF X… X…

"Corporation" means FRIENDS OF X… X…

"Act" means the Corporations Act of Ontario as amended or substituted from time to time;

"Letters Patent" means the Letters Patent incorporating FXX and any supplementary letters patent; 

"Regulations" means the Regulations made under the Act as from time to time amended;

"Bylaw" means any bylaw of FXX from time to time in force and effect;

"Board" means the Board of Directors of the Corporation acting as a quorum as authorized by the constitution and these by-laws;

“Board resolution” means 
i. a resolution passed at a meeting of the Board by a simple majority of the votes cast by those directors entitled to vote at such a meeting; or
ii. a  resolution that has been submitted to all the directors and consented to in writing by 75 % of the directors who would have been entitled to vote on it in person at a meeting of the Board;
“Directors” means those persons who have become either appointed, elected, first or replacement directors in accordance with these bylaws and have not ceased to be directors;

"Executive" means the Executive Officers of the Corporation as defined in Part VI of this by-law;

"Member" means any person who becomes a member of the Corporation in accordance with the requirements of Part III of this by-law. Where "member" is used in this by-law, it shall be deemed to mean a member of the Corporation;

 “Signing Officer" means, in relation to any instrument, any person authorized to sign on behalf of the Corporation pursuant to Part VII of this by-law;

Words importing the singular include the plural and vice versa, and words importing a male person include a female person and a corporation.
 

PART III - MEMBERSHIP
3.01 - Eligibility for Membership 
Members of the Corporation are the applicants for incorporation of the Corporation, and those persons who support the purposes of the Corporation and are approved by the board. The board may create two classes of members: voting directors who serve on the Board of FXX and supporting members who are kept informed and may support XX’s good life through their interests and connections with the community.

3.02 - Voting Rights 
Only directors have voting rights.

 3.03 - Membership Records
Every member shall furnish to the Corporation the address of his or her usual residence or place of business or an address to which all notices intended for the member shall be mailed or delivered.

3.04 - Protection of Members
No member of the Corporation shall, in his or her individual capacity, be liable for any debt or liability of the Corporation beyond the amount of any subscription, dues or fees payable by him or her to the Corporation.

PART IV - MEETINGS
4.01 - Annual General Meeting
The first annual general meeting of the Corporation shall be held no later than 18 months after incorporation. Subsequent meetings must be held at least one time per calendar year, and in no event more than fifteen months since the previous annual meeting. The following business shall be conducted at the annual general meeting, which shall also be an occasion to share information with the supporting members.
(a) receiving and approving minutes of any previous annual general meeting;
(b) receiving and approving financial reports and any other reports;
(c) electing Board of Directors;
(d) appointment of auditors and authorizing the Board to fix the remuneration of the auditor; 
(e) and any other business that may be properly brought before the meeting.

PART V - BOARD OF DIRECTORS
5.01 - Powers of Directors
The Board of Directors shall be responsible for:
(a) the overall direction of the Corporation;
(b) developing and approving policies of the Corporation;  and
(c) managing and directing the affairs and property of the Corporation.

The directors may, on behalf of the Corporation, exercise all the powers that the Corporation may legally exercise under the Act, Letters Patent or otherwise, unless the directors are restricted by law or by the members from exercising those powers.

5.02 - Number of Directors
The Board shall endeavour to ensure that there are at least five (5) elected directors of the Corporation, and in any event there shall be no more than eight (8) elected directors. XX shall be a director and both his mother and father may be directors. 

5.03 – Qualifications
(a) Every director shall unreservedly subscribe to and support the purposes of the Corporation, and understand and respect XX’s life plan and priorities.
(b) A director shall be at least eighteen (18) years of age. 
(c) As far as possible, the Corporation will seek to elect directors representing people of various ages and talents. 

5.04 - Term of Office
(a) A director shall be elected for a two (2) year term and may sit on the Board of Directors for a maximum of eight (8) consecutive years. An individual who has served on the Board of Directors for the maximum number of consecutive years shall be eligible for re-election to the Board on the same terms and conditions after a one (1) year absence.
(b) Every director and officer shall retire from office at the close of the annual general meeting in the year in which his term expires; but if no successor is elected or appointed and the result is that the number of directors would fall below three, the person previously elected or appointed as director continues to hold office until such time as successor directors are elected or appointed.

5.05 - Termination of Office
(a) The office of a director shall be terminated upon the occurrence of one of the following events:
 (i) if the director fails to maintain the qualifications specified in Article 5.03;
 (ii) if by notice in writing to the Corporation, the director resigns his or her office and such resignation is accepted by the Board by a simple majority vote
(b) The office of a director may be terminated by resolution of the Board if the director is absent for four (4) consecutive complete meetings of the Board of Directors.

5.06 - Vacancies
If a vacancy occurs on the Board, the remaining directors, if constituting a quorum, may appoint a qualified person to fill the vacancy

5.07 - Quorum
A quorum for a meeting of the Board of Directors shall be three (3) of the directors.

5.08 - Meetings of the Directors
(a) Meetings of the Board may be called by the president, vice-president, the secretary or any two (2) members of the Board.
(b) No formal notice of any meeting of the Board shall be necessary if all the elected directors are present or if those absent have indicated their consent to the meeting being held in their absence.
(c) The Board may appoint a day or days in the month or months for regular meetings at an hour to be named.  If regular meetings are scheduled, no additional notice is required.  A meeting of directors may also take place without notice immediately after an annual general meeting.
(d) No error or omission with respect to notice for a meeting of the Board shall invalidate the meeting or invalidate or make void any proceedings taken or had at the meeting.
(e) The president or, in his or her absence, the vice-president shall chair any meeting of the Board.  If no such officer is present, the directors shall choose one of their number to chair the meeting.  The Board may appoint a recording secretary, who is not a director, and who shall have no right to vote, to take the minutes of its meetings.  Otherwise, the secretary of the Corporation shall act as secretary of the Board of Directors.

5.09 - Procedure and Votes to Govern
(a) Directors of the Board shall conduct business according to the principles of consensus decision-making, trying to reach agreement on all issues. It is important that XX understand and agree to all decisions
(b) A director shall not participate in the discussion or vote on a motion or resolution with which he or she has a conflict of interest.

5.10 - Remuneration of Directors
The directors of the Corporation shall serve without remuneration and no director shall directly or indirectly receive any profits from his or her position as director.  A director may be paid reasonable expenses incurred by him or her in the performance of his or her duties.

PART VI - OFFICERS
6.01 - Number of Officers
The officers of the Corporation shall be the president, vice-president, secretary, treasurer and past president.  The positions of secretary and treasurer may be combined into one position where the directors consider it appropriate.  Together these officers constitute the executive of the Corporation.

6.02 - Election and Term of Officers
The officers shall be elected by Board of Directors from amongst themselves each year at the first meeting of the Board of Directors following the annual general meeting.  The officers shall serve until the next annual general meeting or until he or she resigns in writing or is removed from office by resolution of the Board of Directors.

6.03 - Vacancies
If a vacancy occurs in any office, the Board, at its next meeting, may appoint a qualified person to fill the vacancy for the remainder of the term. 

6.04 - Duties of Officers
The officers of the Corporation shall have the following duties:
(a) President - chair all meetings of the Corporation and of the Board, when present in person and able; have general supervision of the affairs of the Corporation; sign all by-laws and execute any documents as may be required by these by-laws; perform any other duties which the Board may, from time to time, assign;
(b) Vice-President - exercise any or all the duties of the president in the absence of the president or if the president is unable for any reason to perform those duties; and perform any other duties which the Board may, from time to time, assign;
(c) Secretary - keep and maintain the records and books of the Corporation, including the registry of officers and directors, the registry of members, the minutes of the annual general meetings or special meetings and meetings of the Board, the by-laws and resolutions; have custody of the corporate seal; certify copies of any record, registry, by-law, resolution or minute; give notice as required for the annual general meeting, special meetings and meetings of the Board of Directors; and perform any other duties which the Board may, from time to time, assign; and
(d) Treasurer - keep and maintain the financial records and books of the Corporation; sign cheques or other documents as may be required under these by-laws; assist the auditor in the preparation of the financial statements of the Corporation; and perform any other duties which the Board may, from time to time, assign.

PART VII - BUSINESS OF THE CORPORATION
7.01 - Fiscal Year
The fiscal year of the Corporation shall end on March 31st of each year.

7.02 - Signing Officers
The Corporation shall have a minimum of three (3) signing officers who are Board members and one (1) of whom shall be the treasurer of the Corporation.  In addition, the Board may appoint, as it sees fit, additional signing officers who are not directors.  All contracts, obligations, transfers, cheques and other corporate documents may be signed on behalf of the Corporation by any two (2) officers, one of whom must be a director of the Corporation. 

7.03 - Banking Arrangements 
The banking business of the Corporation shall be transacted with such banks, trust companies, or other financial institutions as may, from time to time, be designated by or under the authority of the Board.  Any banking business shall be transacted with such agreements, instructions and delegations of power as the Board may, from time to time, prescribe or authorize.

7.04 - Auditors
This part applies only when the Corporation is required or has resolved to have an auditor. 
(a) The first auditor shall be appointed by the Board which shall also fill any vacancy occurring in the office of auditor. 
(b) At each annual general meeting, members of the Corporation shall appoint an auditor to hold office until he is re-elected or his successor is elected at the next following annual general meeting. 
(c) An auditor may be removed and shall be promptly informed in writing of his appointment or removal. The Board shall appoint auditors for the Corporation to hold office during the next year following or until successors are appointed.
(d) No director or employee of the Corporation shall be auditor.
(e) The auditor may attend general meetings.
(f) The Board may choose to appoint an Audit Committee consisting of two or more members of the Corporation who are not either directors or employees.

7.05 - Borrowing Powers
In order to carry out its objects, the Board may, on behalf of and in the name of the Corporation, raise or secure the payment or repayment of money in any manner it decides including the granting of guarantees, in particular, but without limiting the foregoing, by the issue of debentures. 

7.06 - Agents and Employees
The Board may appoint any agents and retain any employees that it considers necessary. The persons appointed or retained shall have the authority and shall perform the duties prescribed by the Board. The remuneration for any agents or employees shall be approved by the Board by resolution.

PART VIII - INDEMNIFICATION
The Corporation shall indemnify and save harmless the directors, their heirs, executors and administrators, and estates and effects, respectively from time to time and at all times from and against:
(a) all costs, charges and expenses whatsoever that he or she sustains or incurs or about any action, suit or proceeding that is brought, commenced or prosecuted against him or her, for or in respect of any act, deed, matter or thing whatsoever made, done or permitted by him or her in the execution of the duties of his or her office; and 
(b) all other costs, charges and expenses that he or she sustains or incurs in or about or arising from or in relation to the affairs except costs, charges or expenses that are occasioned by his or her wilful neglect or default.
The Corporation may purchase and maintain insurance for the benefit of any or all directors, officers, employees or agent against personal liability incurred by any such person as a director, officer, employee or agent.

PART IX - ENACTMENT AND AMENDMENT OF BYLAWS
(a) Bylaws of the Corporation may be enacted, repealed, amended, altered, added to or re-enacted in the manner contemplated in, and subject to the provisions of, the Corporations Act.
(b) Subject to the provisions of Sections 9 (c) and 9 (d) hereof, all prior bylaws, resolutions and other enactments of the Corporation heretofore enacted or made are repealed.
(c) The provisions of Section (b) shall not extend to any bylaw or resolution heretofore enacted for the purpose of providing to the Board the power or authority to borrow.
(d) Provided however that the repeal of prior bylaws, resolutions or other enactments shall not impair in any way the validity of any act or thing done pursuant to any such repealed bylaw, resolution or other enactment.

PART X - DISSOLUTION
10.01 - Requirements for Dissolution
The Corporation is expected to last for the lifetime of XX. The organization may be dissolved following four-fifths (4/5ths) vote of the votes cast by members at a meeting called specifically to consider a motion of dissolution.  The membership shall receive sixty (60) days prior notice of any meeting to consider a motion of dissolution stating the purpose of the motion and the specific date, time and place of the meeting

10.02 - Winding Up and Disposition of Assets
Upon dissolution of the Corporation, any asset remaining after the payment and satisfaction of the debts and liabilities shall be transferred to an organization or organizations having cognate or similar objects which carry on their work solely in Canada.

PART XI - EFFECTIVE DATE
This bylaw shall come into force without further formality upon its enactment.

PASSED by the Board of Directors and sealed with the corporate seal this                  day
of                      , 20....
 

______________________________________________________________________________ 
President                                                       Secretary
 

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