Legacy Foundation By-Laws

THE PROFESSIONAL INSTITUTE LEGACY FOUNDATION
LA FONDATION HÉRITAGE DE L’INSTITUT PROFESSIONNEL

In this by-law and all other by-laws and resolutions of the Corporation unless the context otherwise requires:

• 1.1.1 the singular includes the plural;
• 1.1.2 the masculine gender includes the feminine;
• 1.1.3 “Board” means the board of Directors of the Corporation;
• 1.1.4 “Corporation” means The Professional Institute Legacy Foundation/La Fondation Héritage de l’Institut Professionnel
• 1.1.5 “Corporations Act” means the Canada Corporations Act, R.S.C. 1970 Chapter C-32, as amended, and any statute amending or enacted in substitution therefore from time to time;
• 1.1.6 “Appointed Directors” means the Directors referred to in subsections 5.1.1; 5.1.2; 5.1.3 and 5.1.6;
• 1.1.7 “Ex-Officio Directors” means the Directors referred to in subsection 5.1.4 and 5.1.5;
• 1.1.8 “Executive Officers” means the persons who hold the offices enumerated in Section 6.1;
• 1.1.9 “Extraordinary Vote” means the affirmative vote of a majority of the Directors provided that such majority must include at least one Director who is also then a director on the Board of PIPSC;
• 1.1.10 “Directors” means the directors of the Corporation;
• 1.1.11 “Member” means PIPSC;
• 1.1.12 “Outside Director” means an individual who is an Appointed Director but who is not an officer, manager or employee of the Corporation or PIPSC;
• 1.1.13 “PIPSC” means The Professional Institute of the Public Service of Canada;

All terms defined in the Corporations Act or the Regulations thereunder have the same meaning in this by-law and all other by-laws and resolutions of the Corporation.

Words in one gender include all genders and words in the singular include the plural and vice versa; and the word “person” shall include individuals, bodies corporate, corporations, companies, partnerships, syndicates, trusts and any number or aggregate of persons.

The headings used in the By-laws are inserted for reference purposes only and are not to be considered or taken into account in construing the terms or provisions thereof or to be deemed in any way to clarify, modify or explain the effect of any such terms or provisions.

The seal which is impressed hereon shall be the corporate seal of the Corporation.

The mission of the Corporation is to promote the intertwined values of professionalism and service, both to community and to country. The mission is accomplished by awarding scholarships which are supported by fundraising and other activities.

The purpose, objects and principles of the Corporation are as follows:

4.2.1 To advance education by providing scholarships, bursaries, awards and other forms of financial assistance to students attending post-secondary institutions.

For the attainment of the above purpose, objects and principles and as incidental and ancillary thereto, to exercise any of the powers as prescribed by the Canada Corporations Act or any other statutes or laws from time to time applicable and in particular, without limiting the generality of the foregoing:

• 4.3.1 To accumulate from time to time part of the fund or funds of the Corporation and income therefrom subject to any statutes or laws from time to time applicable;
• 4.3.2 To invest and re-invest the funds of the Corporation in such manner as is consistent with and in accord with the Corporation’s governing principles as established from time to time;
• 4.3.3 To enter into agreements, contracts and undertakings incidental to the Corporation’s objects and purposes;
• 4.3.4 To exercise these powers and advance these objects in a manner consistent with any guidelines provided from time to time in writing by the Members.

The property and business of the Corporation shall be managed by a Board. The management of the Corporation shall be vested in and determined by the Board. The Board shall establish, maintain and uphold the purpose, objects and principles of the Corporation. The Board shall be composed of seven (7) Directors comprised of the following:

5.1.1 The President of PIPSC;

5.1.2 The Chair of the PIPSC Finance Committee

5.1.3 A member of the PIPSC Board of Directors

5.1.4 The Executive Secretary of PIPSC, ex-officio;

5.1.5 The General Counsel of PIPSC, ex-officio;

5.1.6 Two (2) Outside Directors.

Every Director shall be at least 18 years of age. No person who is an undischarged bankrupt or a mentally incompetent person may be a Director.

Appointed Directors shall be appointed by the Member at each annual meeting for a term of one (1) year. An Appointed Director, if otherwise qualified, is eligible for appointment for consecutive terms.

The Member shall appoint as Ex-Officio Directors, the persons who, from time to time, hold the positions of Executive Secretary and General Counsel of PIPSC for a term of one (1) year. An Ex-Officio Director shall be re-appointed so long as he or she remains the incumbent of his or her position.

The Board shall have those powers, rights and privileges as conferred upon and vested in corporations pursuant to the Canada Corporations Act and, in addition, without limiting the generality of the foregoing, shall include the following:

• 5.4.1 To govern the affairs of the Corporation;
• 5.4.2 To establish an annual budget in relation to the affairs of the Corporation;
• 5.4.3 To take any measures to control and manage the Corporation’s business that are not inconsistent with the Act or its By-laws;
• 5.4.4 To administer the affairs of the Corporation in all things and to make or cause to be made on behalf of the Corporation, in its name, any kind of contract which the Corporation may lawfully enter into and, save as hereinafter provided, generally to exercise any and all such powers and to do any and all such acts and things as the Corporation is by its charter or otherwise authorized to exercise and do;
• 5.4.5 The Directors shall be empowered to authorize expenditures on behalf of the Corporation from time to time, so long as such expenditures have been approved in the annual budget. The Directors shall have the power to retain financial, legal and other assistance and expertise;
• 5.4.6 To collect and accept money to be used to further the Purpose, Objects and Principles of the Corporation and to take any and all such steps necessary to enable the Corporation to acquire, accept, solicit, or receive legacies, gifts, grants, settlements, bequests, endowments and donations of any kind for the purpose of furthering the Purpose, Objects and Principles of the Corporation;
• 5.4.7 To expend such monies as is considered necessary to conduct the affairs of the Corporation;
• 5.4.8 To enter into contracts and leases, including contracts of personal service;
• 5.4.9 Purchase insurance to indemnify individuals who serve at the request of the Corporation on boards or assume specific tasks on behalf of the Corporation.
• 5.4.10 The Board shall take such steps as deemed requisite to enable the Corporation to acquire, accept, solicit or receive legacies, gifts, grants, settlements, bequests, endowments and donations of any kind whatsoever for the purpose of furthering the Objects of the Corporation.
• 5.4.11 The Board shall be empowered to make any and all decisions concerning financial entitlement pursuant to Article 4.2.1.
• 5.4.12 The Directors shall be entitled to receive reasonable remuneration and reimbursement for expenses incurred in the performance of the Director’s duties.

A Director shall cease to hold office as a Director in the following circumstances:

• 5.5.1 if a Director resigns, by delivery of a written resignation to the Chairperson of the Corporation;
• 5.5.2 if the Director dies;
• 5.5.3 if a Director is found by a Court to be of unsound mind;
• 5.5.4 if a Director makes an assignment for the benefit of creditors, becomes bankrupt or insolvent, or takes the benefit of any act that may be enforced for bankrupt or insolvent debtors;
• 5.5.5 if a Director’s appointment is revoked in writing on notice to the Corporation by the Member;
• 5.5.6 if a Director is convicted of a criminal offence;
• 5.5.7 if a Director is removed for cause by a resolution passed by seventy-five (75%) percent of the Directors at a meeting called for that express purpose, provided that all of the Directors (other than the Director proposed to be removed) are present in person or as otherwise provided herein at such meeting.

If a vacancy occurs as a result of any of the foregoing reasons which is not filled as contemplated herein, the Directors remaining in office may exercise all the powers of the Board of Directors provided that a quorum of Directors is appointed, or remains in office, as the case may be.

In the instance a Member removes a Director before the expiration of his or her term of office, the Member shall then appoint any qualified person in the place and stead of the person removed for the remainder of the term of the removed Director.

A quorum for the transaction of business at meetings of the Board shall be four (4) Directors, provided that at least one (1) Director present is a member of the Board of PIPSC.

• 5.9.1 Meetings of the Board may be held at any place within Canada, as designated in the notice calling the meeting. Meetings of the Board may be called by the President, the Secretary or any two (2) Directors.
• 5.9.2 If all of the Directors of the Corporation, consent thereto generally or in respect of a particular meeting, a Director may participate in a meeting of the Board by means of such conference telephone or other telephonic or electronic communication device so long as such device permits all persons participating in the meeting to hear each other, and a Director participating in such a meeting by such means is deemed to be present at the meeting.

Subject to the provisions of Section 5.11, Notice of Board meetings shall be delivered or telephoned to each Director not less than two (2) days before the meeting is to take place. The statutory declaration of the Secretary or President that notice has been given pursuant to this By-law shall be sufficient and conclusive evidence of the giving of such notice. No formal notice of a meeting is necessary if all the Directors are present or if those absent have signified their consent to the meeting being held without notice and in their absence.

The Board may appoint one or more days in each year for regular scheduled meetings of the Board at a place and time named; in which case no further notice of the regular meetings need be given. The Board shall hold a meeting within thirty (30) days following the Annual Meeting of the Corporation for the purpose of organization, the election and appointment of officers and the transaction of any other business.

Each Director shall have one (1) vote. All decisions of the Board shall be decided by a majority vote of the Directors participating in the meeting. In the case of an equality of votes, the question shall be deemed to have been lost. At all meetings of the Board, every question shall be decided by a show of hands unless a poll on the question is required by the Chair or requested by any Director. A declaration by the Chair that a resolution has been carried and an entry to that effect in the minutes is conclusive evidence of the fact without proof of the number or proportion of votes recorded in favour of or against the resolution.

The Directors shall be entitled to receive reasonable remuneration and reimbursement for expenses incurred in the performance of the Director’s duties.

Every Director and officer of the Corporation and the heirs, executors and administrators, and estate and effects, of such Director and officer shall from time to time and at all times, be indemnified and saved harmless, out of the funds of the Corporation, from and against:

• 15.14.1 all costs, charges and expenses whatsoever which the Director or officer sustains or incurs in or about any action, suit or proceeding that is brought, commenced or prosecuted against such Director or officer for or in respect of any act, deed, matter or thing whatsoever made, done or permitted by such Director or officer in or about the execution of the duties of the office; and
• 15.14.2 all other costs, charges and expenses which such Director sustains or incurs in or about or in relation to the affairs thereof, except the costs, charges or expenses occasioned by the willful neglect or default of such Director.

The Corporation shall be required to purchase and maintain insurance, if available, on behalf of each and every of its Directors, Officers, former Directors and former Officers against any liability incurred or alleged to have been incurred by them by reason of being or having been Directors or officers of the Corporation. The Corporation shall purchase insurance in respect of potential liabilities of the Directors and Officers whether or not the Corporation would have the power to indemnify them against any such liability.

No Directors or officers of the Corporation shall be liable for the acts, receipts, neglects or defaults of any other Director or officer or employee or for joining in any receipt or act for conformity or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired by the Corporation or for or on behalf of the Corporation or for the insufficiency of any security in or upon which any of the money of or belonging to the Corporation shall be placed out or invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person, firm or Corporation with whom or which any moneys, securities or effects shall be lodged or deposited or for any other loss, damage or misfortune whatever which may happen in the execution of the duties of his respective office or trust in relation thereto unless the same shall happen by or through the person’s own wrongful and wilful act or through wrongful or willful neglect or default of such Directors or officers.

The Directors for the time being of the Corporation shall not be under any duty or responsibility in respect of any contract, act or transaction whether or not made, done or entered into in the name or on behalf of the Corporation, except such as shall have been submitted to and authorized and approved by the Board.

The Board may from time to time by resolution determine that other persons shall be entitled, in the same manner and to the same extent as a Director, to receive notice of, and, either personally or by delegate, to attend and to speak at, meetings of the Board, but such person shall not be entitled to vote thereat.

There shall be a President and a Secretary, each of whom shall be a Director elected by the Board from among their number. One person may not hold more than one office.

The President shall, when present, act as Chair and, preside at all meetings of the Board. The President shall supervise the affairs and operations of the Corporation, sign all documents requiring the signature of the President, and have the other powers and duties from time to time prescribed by the Board or incident to the office.

The Secretary shall be ex officio clerk of the Board, shall attend all meetings of the Board to record all facts and minutes of those proceedings in the books kept for that purpose; shall give all notices required to be given to the Member and to the Directors; shall be the custodian of the corporate seal of the Corporation and of all books, papers, records, correspondence and documents belonging to the Corporation; and shall perform the other duties from time to time prescribed by the Board or incident to the office.

The Board may appoint other officers, including without limitation, Honourary Officers, and agents (and with such titles as the Board may prescribe from time to time) as it considers necessary and all officers shall have the authority and perform the duties from time to time prescribed by the Board. The Board may also remove at its pleasure any such officer or agent of the Corporation. The duties of all other officers of the Corporation appointed by the Board shall be such as the terms of their engagement call for or the Board prescribes.

The sole Member of the Corporation shall be PIPSC.

There shall not be any membership dues, assessments or similar obligations levied by the Board.

The Member shall not, as such, be held answerable or responsible for any act, default, obligation or liability of the Corporation or for any engagement, claim, payment, loss, injury, transaction, matter or thing relating to or connected with the Corporation.

The annual meeting called for the purpose of:

• 7.4.1 hearing and receiving the reports and statements required by the Corporations Act to be read at and laid before the Corporation at an annual meeting;
• 7.4.2 electing such Directors as are to be elected at such annual meeting;
• 7.4.3 appointing the auditor and fixing or authorizing the Board to fix the remuneration therefore; and
• 7.4.4 the transaction of any other business properly brought before the meeting, shall be dealt with annually by written resolution signed by the Member in lieu of meeting as provided for in Section 7.5 below.

Subject to the provisions of Section 5.11, Notice of Board meetings shall be delivered or telephoned to each Director not less than two (2) days before the meeting is to take place. The statutory declaration of the Secretary or President that notice has been given pursuant to this By-law shall be sufficient and conclusive evidence of the giving of such notice. No formal notice of a meeting is necessary if all the Directors are present or if those absent have signified their consent to the meeting being held without notice and in their absence.

There may be such Ad Hoc Committees and for such purposes as the Board may determine from time to time by resolution. The existence of each such Ad Hoc Committee shall be terminated automatically upon:

• 8.1.1 the delivery of its report;
• 8.1.2 the completion of its assigned task;
• 8.1.3 a resolution to that effect of the Board.

Except as otherwise provided by by-law of the Corporation, all committees are subject to the following:

• 8.2.1 the Chair and members shall be appointed by the Board, and neither the Chair nor the members need be a Director;
• 8.2.2 each committee shall meet at least annually, and more frequently at the will of its Chair or as required by its terms of reference, or as requested by the Board; and
• 8.2.3 each committee shall be responsible to, and report after each meeting to the Board.

All cheques, drafts or orders for the payment of money and all notes and acceptances and bills of exchange shall be signed by the officer or officers or person or persons and in the manner from time to time prescribed by the Board.

Contracts, documents or any instruments in writing requiring the signature of the Corporation, shall be signed by the officers of the Corporation and all contracts, documents and instruments in writing so signed shall be binding upon the Corporation without any further authorization or formality. The Directors shall have power from time to time by resolution to appoint an officer or officers on behalf of the Corporation to sign specific contracts, documents and instruments in writing. The Directors may give the Corporation’s power of attorney to any registered dealer in securities for the purposes of the transferring of and dealing with any stocks, bonds, and other securities of the Corporation. The seal of the Corporation when required may be affixed to contracts, documents and instruments in writing signed as aforesaid or by any officer or officers appointed by resolution of the Directors.

The Board shall see that all necessary books and records of the Corporation required by the by-laws of the Corporation or by any applicable statute are regularly and properly kept.

The Board shall designate, by resolution, the officers and other persons authorized to transact the banking business of the Corporation, or any part thereof, with the bank, trust company, or other corporation carrying on a banking business that the Board has designated as the Corporation’s banker, to have the authority set out in the resolution, including, unless otherwise restricted, the power to:

• 10.1.1 operate the Corporation’s accounts with the banker;
• 10.1.2 make, sign, draw, accept, endorse, negotiate, lodge, deposit or transfer any of the cheques, promissory notes, drafts, acceptances, bills of exchange and orders for payment of money;
• 10.1.3 issue receipts for and orders relating to any property of the Corporation;
• 10.1.4 execute any agreement relating to any banking business and defining the rights and powers of the parties thereto;
• 10.1.5 authorize any officer of the banker to do any banking business and defining the rights and powers of the parties thereto; and
• 10.1.6 authorize any officer of the banker to do any act or thing on the Corporation’s behalf to facilitate the banking business.

The securities of the Corporation shall be deposited for safe keeping with one or more bankers, trust companies or other financial institutions to be selected by the Board. Any and all securities so deposited may be withdrawn, from time to time, only upon the written order of the Corporation signed by such officer or officers, agent or agents of the Corporation, and in such manner, as shall from time to time be determined by resolution of the Board and such authority may be general or confined to specific instances. The institutions that may be so selected, as custodians of the Board shall be fully protected if acting in accordance with the directions of the Board and shall in no event be liable for the due application of the securities so withdrawn from deposit or the proceeds thereof.

Subject to the limitations set out in the by-laws or in the Letters Patent of the Corporation, the Board may:

• 11.1.1 borrow money on the credit of the Corporation;
• 11.1.2 issue, sell or pledge securities of the Corporation; or
• 11.1.3 charge, mortgage, hypothecate or pledge all or any of the real or personal property of the Corporation, including book debts, rights, powers, franchises and undertakings to secure any securities or any money borrowed, or other debt, or any other obligation or liability of the Corporation.
• Provided that, except where the Corporation borrows on the security of its real or personal property, its borrowing power shall be limited to borrowing money for current operating expenses.

From time to time the Board may authorize any Director, officer or employee of the Corporation or any other person to make arrangements with reference to the money so borrowed or to be borrowed and as to the terms and conditions of the loan thereof, and as to the security to be given therefore, with power to vary or modify such arrangements, terms and conditions and to give such additional security as the Board may authorize, and generally to manage, transact and settle the borrowing of money by the Corporation.

The Board may appoint such agents and retain such professional services as it shall deem necessary from time to time and such persons shall have such authority and shall perform such duties as determined by the Board.

The financial year of the Corporation shall terminate on the 31st day of December in each year or on such other date as the Board may from time to time by resolution determine.

The Member of the Corporation, by written resolution in lieu of the Annual Meeting, shall appoint one or more auditors, none of whom shall be a Director, officer or employee of the Corporation unless the appointment is approved by the Member, to audit the accounts, including the financial statements of the Corporation and to report thereon to the Member. The auditor in office continues in office until a successor is appointed.

The Board may fill any vacancy in the office of auditor, to act until the Member formally appoints a replacement auditor.

The Member, by a resolution following notice to the auditor specifying the intention to pass such resolution, may remove any auditor before the expiration of his term of office, and shall appoint another auditor in his stead for the remainder of his term.

The remuneration of an auditor appointed by the Member shall be fixed by the Member or by the Board, if the Board is authorized to do so by the Member.

In computing the date when notice must be given under any provision of the by-law requiring a specified number of days’ notice of any meeting or other event, the date of giving the notice is, unless otherwise provided, included.

An error in any notice not affecting its substance does not invalidate any resolution passed or any proceedings taken at the meeting. Any Director or the auditor of the Corporation may at any time waive notice of any meeting and may ratify and approve any or all proceedings taken thereat.