BYLAWS
of the Algonquin to Adirondacks Conservation Association
(Rideau-Saint Lawrence Chapter)

as amended at a general meeting on September 15th, 2001

BYLAW 1 BOARD OF DIRECTORS

1.01 Composition of the Board
There shall be a minimum of five (5) and a maximum of nine (9) Directors at any time.

1.02 Qualifications
Each director shall be a Member in good standing of the Association for at least 30 days prior to election.

1.03 Initial Term of Office of Directors
In the first instance following the passing of this Bylaw at the founding meeting of the Association, the Members of the Association shall elect a minimum of five and a maximum of nine Directors. Individual Directors constituting half of the number elected shall be elected for a one year term; the remainder shall be elected for a two year term.

1.04 Term of Office of Directors
Thereafter, Directors shall each be elected for 2 year terms.

1.05 Duties of Officers of the Association
The President or, in his/her absence, a Vice President, shall chair any meeting of Directors. If no such officer is present, the Directors present shall choose one (1) of their number to chair the meeting. The Vice-President shall assist the President in performing his/her duties, and shall perform these duties in the absence of the President. The Treasurer shall ensure the proper financial management of the Association and maintain financial records. The Secretary shall ensure that minutes are kept of all Board meetings and distributed in a timely fashion to all Directors.

1.06 Nominations Committee
The Board shall appoint a Nominations Committee to solicit names, recruit potential Directors, and to nominate candidates for the election of Directors at general meetings of the Association. Nominations shall be received by the nominations committee.

1.07 Vacation of Office
The office shall be automatically vacated:
(a) if a Director resigns his or her office by delivering a written resignation to the Chair;
(b) by a 3/4 vote of the other Directors. Such a vote will be taken if a Director violates conflict of interest procedures, or if a Director misses 3 consecutive Board meetings without leave of the Board.

1.08 Vacancies on the Board
The Board may, at any meeting, fill vacancies on the board by appointing Directors to temporarily fill vacancies until the next election of Directors.

1.09 Special Advisors
The Board may appoint, at any time, non-voting special advisors to the Board to benefit from specific expertise or representation, and may call upon past directors, elders, or other special advisors for such support.

1.12 Declaration of Interest
It shall be the duty of every Director of the Association who is in any way, whether directly or indirectly, interested in a contract or arrangement or proposed contract or proposed arrangement with the Association, to declare such interest and to refrain from discussing or participating in discussions and to refrain from voting in respect of the contract or arrangement or proposed contract or proposed arrangement.

All Directors who are involved in or associated with, directly or indirectly, projects which are funded by the Association or have an association, direct or indirect, with organizations with which the Association is negotiating a potential partnership, must declare a conflict of interest at the outset of discussions of these projects or partnerships. The Director is excused from the meeting room for the debate, refrains from discussion and is not entitled to vote on any matter around which a conflict is declared.

1.13 Remuneration
The Directors of the Association shall receive no compensation for acting as such. The Directors may be reimbursed according to procedures specified by the Board for reasonable expenses incurred by them in the performance of their duties as a member of the Board. The Association will calculate and publish the in-kind value of the time donated by board members and other volunteers.

BYLAW 2 MEETINGS OF THE BOARD OF DIRECTORS

2.01 Quorum
Quorum for a meeting of the Board of Directors shall be those directors present at a duly called meeting.

2.02 Rules of Order
The Board of Directors shall determine appropriate rules of order to ensure fair and smooth operation of their meetings. Whenever possible the Board of Directors shall make decisions by consensus upon a motion or resolution.

2.03 Minutes
The minutes of the annual meetings, special and regular Board meetings or minutes of committee, subcommittee, working group, task force or advisory council meetings shall be made available for review to any member in good standing of the Association by request.

2.04 Open Meetings
Meetings of the board, committees, working groups, etc. are open to any member in good standing, except where confidential matters are discussed.

BYLAW 3 GENERAL MEETINGS OF THE ASSOCIATION

3.01 The Association shall hold an Annual General Meeting (AGM) to reaffirm commitment to the purposes of the Association, elect Directors, receive reports from committees, review finances, appoint auditors or financial examiner, and conduct other business of the Association.

3.02 The Board of Directors may also convene other general meetings of the Association as required.

3.03 Members shall be sent, at least 21 days in advance, written notice of the date, time, and location of all general meetings of the Association including Annual General Meetings.

3.04 Robert's rules of order will be used as a guide to conduct general meetings of the Association. Except where noted otherwise in the Constitution or Bylaws or required by law, a simple majority vote is required to pass a motion or resolution at any general meeting of the Association.

3.05 Election procedure
In the event that there are more candidates than vacancies on the Board at an Annual General Meeting, the election shall proceed by secret ballot. Each member in good standing may mark their ballot in favour of any number of candidates up to number of vacancies. The candidates with the largest number of votes in their favour shall be elected to fill the vacancies available. Each member present at the meeting is entitled to one ballot; there are no proxy votes allowed.

3.06 Resolutions
Resolutions may be put before an Annual General Meeting of the Association by any 3 Members in good standing for a vote by the Members present.

BYLAW 4 MEMBERSHIP

4.01 A Member means either an individual member or and an appointed representative of a member organisation or member government. Member organizations and member governments shall appoint one representative to attend general meetings of the Association and speak and vote on their behalf.

4.02 Membership Year and good standing
The membership year is the calendar year. Annual membership fees shall be determined by the Board of Directors. Any annual membership renewed after September 1st is valid until December 31st of the following year. A member whose membership has been renewed for the current year is a member in good standing.

BYLAW 5 PARTNERSHIPS

5.01 Formal partnership agreements must be made by the Board of Directors, and signed by the President.

5.02 Partnership agreements shall be based on the principles of Respect, Equity, and Empowerment.

5.03 Additional guidelines regarding partnership agreements such as memoranda of understanding and contracts may be provided in policies enacted by the Board of Directors.

BYLAW 6 TRANSACTION OF THE AFFAIRS OF THE ASSOCIATION
6.01 Head Office
Until changes in accordance with the Act, the head office of the Association shall be in the County of Leeds and Grenville, Ontario.

6.02 Financial Year
Until otherwise ordered by the board, the financial year of the Association shall be the fiscal year ending on December 31st in each year.

6.03 Execution of Instruments
Deeds, leases, agreements, memoranda of understanding, transfers and assignments of property, both real and personal, contracts, tenders, securities including bonds and other forms of obligation, certificates and obligations and other instruments, without limiting the generality hereof, may be signed by the President or her/his designate.

6.04 Banking Arrangements
The board shall appoint three Officers of the Association as authorised co-signers. All financial transactions, such as cheques and bank draughts, shall require the signature of two of the three co-signers. The banking business of the Association shall be transacted with such banks, trust companies and other firms or associations as may from time to time be designated by or under the authority of the Board.

6.05 Policies, Rules and Regulations
The Board may prescribe such policies, rules and regulations consistent with these Bylaws relating to the management and operation of the Association as the Board deems appropriate.