Proposed amendments to eomf constitution or by laws march 2018 website 2 by Vince Murphy

Proposed Constitution Changes 2018

At this year’s AGM in Fournier on June 13th, 2018, members will be asked to vote on singificant changes to our Constitution and Bylaws. The Constitution of the Eastern Ontario Forest Group (aka the Eastern Ontario Model Forest) forms the basis of what the EOMF does, and how it works. It was initially adopted at the Inaugural meeting in 1992 and has only received minor updates since then. There is a need to not only modify this Constitution and By-Laws to reflect current programs and practices, but to also enable future opportunities. The following table shows the existing Constitution, the proposed amendment, and the rationale for the change. Reviewers are encouraged to include their own comments or questions in the 4th column. Paper copies of the proposed changes will be made available at the June 13th AGM. Existing Constitution or By-law

Proposed amendment

ARTICLE 1 Name Eastern Ontario Forest Group. For the purposes of this Constitution, the term ”Council” shall mean Eastern Ontario Forest Group

ARTICLE 1 Name Eastern Ontario Forest Group. For the purposes of this Constitution, the term ”Council” shall mean Eastern Ontario Forest Group, which shall be synonymous with the Eastern Ontario Model Forest, or the EOMF, la Forêt Modèle de l’Est de l’Ontariola Foret Modele de l’Ontario est, or more simply “the Model Forest” or la Forêt Modèle . ARTICLE 2 Head Office The head office shall be located within the geographic area. ARTICLE 3 Geographic Area The primary geographic area of the Eastern Ontario Model Forest consists of the County of Lanark, City of Ottawa, United Counties of Leeds and Grenville, United Counties of Prescott and Russell, United Counties of Stormont, Dundas and Glengarry, and Akwesasne, and shall include any of those

ARTICLE 2 Head Office The head office shall be located within the geographic area. ARTICLE 3 Geographic Area The geographic area of the Eastern Ontario Model Forest consists of the County of Lanark, City of Ottawa, United Counties of Leeds and Grenville, United Counties of Prescott and Russell, United Counties of Stormont, Dundas and Glengarry, and Akwesasne.

Rationale The constitution needs a link between the E.O.F. Group and the more commonly known Eastern Ontario Model Forest. The Group was created solely for the purpose of creating the EOMF.

Comments / Questions

No Change

This recognises the fact that the EOMF is delivering programs (ie Forest Certification) outside of the original geographic area

Existing Constitution or By-law

ARTICLE 4 Corporate Seal The Council shall have a seal in the form impressed hereon. ARTICLE 5 Objects The objects of the Council shall be: i) to participate in the National Model Forest Network; ii) to exchange information and ideas, create public awareness and education among interested individuals and organizations in the community; iii) to provide an opportunity for natural resource management consultation from all stakeholders; iv) to support restoration, sustainability and stewardship of forest resources; v) to promote the development and use of the best technology, practise and management in new and existing programs; vi) to encourage viable forest resourcebased industries and strong local economies that are compatible with the forest’s biological capability; vii) to share information and experience with communities beyond eastern Ontario; viii) to retain and protect viable ecosystems, places of natural significance and wetlands, wildlands, and wilderness areas important to the region; and ix) such other complimentary purposes

Proposed amendment areas outside of this primary geographic area where programs are delivered by the EOMF. ARTICLE 4 Corporate Seal The Council shall have a seal in the form impressed hereon. ARTICLE 5 Objects The objects of the Council shall be: i) to participate in the National Model Forest Network; to celebrate the “Forests for Seven Generations” concept in an inclusive, trustful, positive and progressive manner, and based on mutual respect. ii) to exchange information and ideas, create public awareness and education among interested individuals and organizations in the community; iii) to provide an opportunity for natural resource management consultation from all stakeholders; iv) to support restoration, sustainability and stewardship of forest resources and the forest ecosystem; v) to promote the development and use of the best technology, practise and management in new and existing programs; vi) to encourage viable forest resourcebased industries and strong local economies that are compatible with the forest’s biological capability; vii) to share information and experience, or to deliver programs and services, with communities beyond eastern Ontario; viii) to retain and protect viable ecosystems, places of natural significance and wetlands, wildlands, and wilderness

Rationale

Comments / Questions

No Change

i) The National Model Forest Network no longer exists. The EOMF embodies the spirit of the Forests for Seven Generations concept of the Haudenosaunee, and includes a desire to celebrate our forest heritage. iv) & viii) – blend these two statements together as they address the same issue vii) change recognizes the existing reach of the certification programs ix) typo change

Existing Constitution or By-law consistent with these objects.

Proposed amendment

Rationale

ARTICLE 6 Membership Section 1 Membership is open to any corporation, business, government, organization, group, association or individual that is resident, owns land, or conducts forestrelated business within the area of the Eastern Ontario Model Forest.

areas important to the region; and ix) such other complimentary complementary purposes consistent with these objects. ARTICLE 6 Membership Section 1 Membership is open to any corporation, business, government, organization, group, association or individual that is resident, owns land, or conducts forest-related business within the geographic area of the Eastern Ontario Model Forest.

Section 2 A member in good standing shall be one whose annual membership fee has been paid, as certified by the secretary and who subscribes to the Constitution and ByLaws of the Council. In order to have voting privileges, fees must have been paid at least thirty (30) days prior to any meeting. However, any member in good standing will be allowed to renew his/her membership, and vote at the Annual General Meeting.

Section 2 A member in good standing shall be one whose annual membership fee has been paid, as certified by the secretary and who subscribes to the Constitution and By-Laws of the Council. In order to have voting privileges, fees or the equivalent in-kind contribution must have been paid at least thirty (30) days prior to any meeting. However, any member in good standing will be allowed to renew his/her membership, and vote at the Annual General Meeting.

The EOMF is a membership- based organisation, and members are defined by By-Law 00-1. This bylaw recognizes Equity contributions by partners, and the Constitution should enable the concept of equity or in-kind contributions as a basis of membership with voting privileges.

Section 3 Prior payment of fees shall not apply to the Inaugural Meeting. Section 4 There may be different classifications of members, as defined in the By-Laws.

Section 3 Prior payment of fees shall not apply to the Inaugural Meeting. Section 4 There may be different classifications of voting and non-voting members, as defined in the By-Laws.

No longer necessary

ARTICLE 7 Section 1

No longer necessary to reference the Inaugural meeting

Voting

Comments / Questions

Amended to be consistent with Article 3

Enables a broader base of participation and support for the EOMF

Existing Constitution or By-law

Proposed amendment

Members shall have voting privileges as defined in the By-Laws. Decisions of the Council will be made by vote at Inaugural, Annual, General and Special Meetings.

Section 2 Members’ organizations may designate a delegate to write who will vote on their behalf.

ARTICLE 8 Board of Directors Section 1 The Council shall have a Board of Directors, hereinafter referred to as the “Board”. The business of the Council will be under the direction of the Board, consisting of 12 (twelve) members. The Board shall consist of one representative from each of the Ontario Ministry of Natural Resources & Forestry, the Mohawk Community of Akwesasne, and the forest industry. In the event that one or more of the above sectors is unable to provide a representative, the Board will seek an alternative. The remaining nine (9) directors will be elected in accordance with the By-Laws. Section 2 Any member in good standing is eligible to be elected to the Board. Section 3 The Board may invite non-voting participation of additional members.

ARTICLE 8 Board of Directors Section 1 The Council shall have a Board of Directors, hereinafter referred to as the “Board”. The business of the Council will be under the direction of the Board, consisting of no more than 12 (twelve) members. The Board shall consist of one representative from each of the Ontario Ministry of Natural Resources & Forestry, the Mohawk Community of Akwesasne, and the forest industry. In the event that one or more of the above sectors is unable to provide a representative, the Board will seek an alternative. The remaining nine (9) directors will be elected in accordance with the By-Laws.

Section 4

Section 2 Any member in good standing is eligible to be elected to the Board. Section 3 The Board may invite non-voting participation of additional members or invited guests.

Rationale

Comments / Questions

The EOMF is an organisation based on trust, and a simple declaration of an organisation’s member that they are speaking or voting on behalf of their organisation is sufficient While it is important to limit the maximum number of Board members, there should not be a fixed number. This will allow the size of the Board to vary according to the complexity of the programs and services being delivered at any point in time

This will allow the Board to invite non-members to participate in Board meetings to provide information and advice

Existing Constitution or By-law

Proposed amendment

The By-Laws provide for the filling of vacancies on the Board. ARTICLE 9 Officers Section 1 The Board, from among its number, shall elect a President, Vice President, Secretary and Treasurer who shall constitute the officers of the Council. Section 2 The election of officers will be held annually at the first board meeting following the Inaugural Meeting or thereafter following the Annual General Meeting. ARTICLE 10 Amendments to the Constitution Section 1 The constitution will be adapted at a Inaugural Meeting. Section 2 Subsequent to the Inaugural Meeting, proposed amendments to the constitution shall be included in the notice of the Annual General Meeting which must be circulated to the membership at least thirty (30) days prior to the Annual or Special General Meeting.

The By-Laws provide for the filling of vacancies on the Board. ARTICLE 9 Officers Section 1 The Board, from among its willing number, shall elect a President, Vice President, Secretary and Treasurer who shall constitute the officers of the Council. Section 2 The election of officers will be held annually at the first board meeting following the Inaugural Meeting or thereafter following the Annual General Meeting.

Section 3 Amendments to the constitution must be approved by two-thirds majority of the votes at an Annual or Special General Meeting. Section 4 Amendments to the constitution may be initiated by Board, or committee thereof,

Section 3 Amendments to the constitution must be approved by two-thirds majority of the votes voting members present at an Annual or Special General Meeting. Section 4 Amendments to the constitution may be initiated by Board, or committee thereof, or

Rationale

Comments / Questions

Recognizes that a person must be willing to stand for election

No need to reference the Inaugural meeting

ARTICLE 10 Amendments to the Constitution Section 1 The founding constitution will wasbe adapted adopted at a the Inaugural Meeting in 1992. Section 2 Subsequent to the Inaugural Meeting, proposed Proposed amendments to the constitution shall be included in the notice of the Annual General Meeting which must be circulated to the membership at least thirty (30) days prior to the Annual or Special General Meeting. Recognizes that members must be present to vote. That is, there is no allowance for proxy voting.

Existing Constitution or By-law

Proposed amendment

or by the membership at large.

by the voting membership at large.

Section 5 Proposed amendments by the membership at large must be submitted in writing to the secretary sixty (60) days prior to the Annual or Special General Meeting and accompanied by the signatures of the members and organizations representing fifteen (15) voting members. ARTICLE 11 By-Laws Section 1 By-Laws of the Council will be adopted at the Inaugural Meeting.

Section 5 Proposed amendments by the voting membership at large must be submitted in writing to the secretary sixty (60) days prior to the Annual or Special General Meeting and accompanied by the signatures of the members and organizations representing fifteen (15) voting members.

Section 2 By-Laws may be amended by simple majority at a General Meeting, notice having been given thirty (30) days prior to such meeting or by three-quarters majority vote in the absence of such notice. ARTICLE 12 Fiscal Year The fiscal year shall be April 1st in one calendar year to March 31st of the following calendar year. ARTICLE 13 Meetings Section 1 The Annual General Meeting will be held within forty-five (45) days after the end of the fiscal year.

ARTICLE 11 By-Laws Section 1 The Founding By-Laws of the Council will bewere adopted at the Inaugural Meeting in 1992. Section 2 By-Laws may be amended by simple majority of voting members present at a General Meeting, notice having been given thirty (30) days prior to such meeting or by threequarters majority vote in the absence of such notice. ARTICLE 12 Fiscal Year The fiscal year shall be April 1st in one calendar year to March 31st of the following calendar year. ARTICLE 13 Meetings Section 1 The Annual General Meeting will be held within forty-five (45)ninety (90) days after the end of the fiscal year.

Section 2 The Annual General Meeting of the Council must be called by the Board of

Section 2 The Annual General Meeting of the Council must be called by the Board of Directors for

Rationale

Comments / Questions

Recognizes the time needed to prepare audited financial statements. Also allows the Board and staff to organise other events (ie field tours, presentations) at the AGM

Existing Constitution or By-law

Proposed amendment

Directors for the purpose of hearing reports, reviewing financial statement, electing officers, appointing an auditor, and carrying on such other business as may properly be brought before it. Section 3 Special General Meetings may be called by the Board and must be called on receipt of a written request to the secretary, signed by fifteen (15) percent of the members, thirty (30) days prior to the proposed date of meeting.

the purpose of hearing reports, reviewing financial statement, electing officers, appointing an auditor, and carrying on such other business as may properly be brought before it. Section 3 Special General Meetings may be called by the Board and must be called on receipt of a written request to the secretary, signed by fifteen (15) percent of the members, thirty (30) days prior to the proposed date of meeting.

Section 4 Meetings of the Board will be at the call of the President. There will be an initial meeting of the Board following the Inaugural Meeting. ARTICLE 14 Special Provision The Council shall be carried on without the purpose of gain for its members, and any profits or other accretions to the Council shall be used in promoting its objects.

Section 4 Meetings of the Board will be at the call of the President. There will be an initial meeting of the Board following the Inaugural Meeting.

Rationale

Comments / Questions

ARTICLE 14 Special Provision The Council shall be carried on without the purpose of gain for its members, and any profits or other accretions to the Council shall be used in promoting its objects.

BY-LAWS BY-LAW 92-2 Meetings At all times when the organization as a whole or any part thereof, including meetings of the Board of Directors, the Executive Committee, or any committee of the Board, are duly and formally convened for the purpose of deliberation and transaction of business, the Robert’s Rules of Order and Procedure shall govern the meetings, as the case may be, on all

BY-LAW 92-2 Meetings At all times when the organization as a whole or any part thereof, including meetings of the Board of Directors, the Executive Committee, or any committee of the Board, are duly and formally convened for the purpose of deliberation and transaction of business, the Robert’s Rules of Order and Procedure shall govern guide the meetings, as the case may be, on all matters relating to order and

Recognizes that the Board has been operating on the basis of consensus decision-making since it’s inaugural meeting, and the invocation of Robert’s Rules may only be necessary in exceptional circumstances

Existing Constitution or By-law

Proposed amendment

matters relating to order and procedure, including nominations and elections.

procedure, including nominations and elections.

BY-LAW 92-3 Board of Directors Section 1 At the Inaugural Meeting six (6) Directors will be elected to serve until the 1994 Annual Meeting at which time two(2) Directors will each be elected for one, two or three year terms respectively. Subsequently, two Directors will be elected each year for three (3) year term.Election of Board members will be for a three-year term, and will be staggered (approximately in equal thirds) to ensure continuity, overlap and succession amongst the Board Section 2 Section 2 Elected Directors shall serve for a term in Elected Directors shall serve for a term in accordance with Section 1 of this Article. accordance with Section 1 of this Article. Appointed Directors will serve for a term Appointed Directors will serve for a term of of one year from Inaugural to Annual or one year from Inaugural to Annual or from from Annual to Annual meeting. Annual to Annual meeting. Appointments Appointments shall be confirmed in shall be confirmed in writing to the Board on writing to the Board on an annual basis an annual basis by, or on the date ofor at the by, or on the date of, the Annual Meeting. Board meeting immediately following, the Annual Meeting. Section 3 Section 3 The office of Director shall be considered The office of Director shall be considered vacated: vacated: a) upon death or resignation; a) upon death or resignation; b) if the Director ceases to be member; b) if the Director ceases to be member; c) if the Director violates the conflict of c) if the Director violates the conflict of interest guidelines; interest guidelines; d) if the Director fails to personally d) if the Director fails to personally attend attend three(3) consecutive meetings, three(3) consecutive meetings, unless unless such non attendance results such non attendance results from illness;

Rationale

Comments / Questions

Delete reference to the Inaugural meeting, and establish the normal operating procedure for the election of Board members.

Delete reference to Inaugural meeting. Board member confirmation should occur at the Board meeting immediately following the AGM

Existing Constitution or By-law

Proposed amendment

from illness; e) if, at a Special General Meeting of the Council, a resolution is passed by three-quarters (3/4) of the members present at the meeting, that he/she be removed from office. Section 4 On the occurrence of a vacancy of any elected member of the Board, the vacancy may be filled pro tempore by appointment of the Board until the next General Meeting of the Council when a successor shall be elected.

Section 5 No Director need vacate his/her office by reason his/her being a shareholder or a member of any body. However, if the Director is involved in any matter which may have financial consequences for the Director or the body or the organization that they represent, they shall declare a conflict of interest. The Board shall rule by majority vote on any declaration by a member or on any perceived conflict of interest.

Section 5 No Director need vacate his/her office by reason his/her being a shareholder or a member of any body. However, if the Director is involved in any matter which may have financial consequences for the Director or the body or the organization that they represent, they shall declare a conflict of interest. The Board shall rule by majority vote of Board members present on any declaration by a member or on any perceived conflict of interest.

BY-LAW 92-4 Power of Directors Section 1 The Directors shall administer the affairs of the Council in all things and make or cause to be made for the Council, in its name, any kind of contract which the Council may lawfully enter into and, save as hereinafter provided, generally may exercise all such other powers and do all

Rationale

Comments / Questions

if, at a Special General Meeting of the Council, a resolution is passed by threequarters (3/4) of the members present at the meeting, that he/she be removed from office.

Section 4 On the occurrence of a vacancy of any elected member of the Board, the vacancy may be filled pro tempore by appointment of the Board until the next General Annual Meeting of the Council when a successor shall be duly elected.

Existing Constitution or By-law

Proposed amendment

such other acts and things as the Council is by its charter or otherwise authorized to exercise and do. Section 2 The Directors shall have the power to authorize expenditures on behalf of the Council from time to time and may delegate by resolution to an officer or officers of the Council the right to employ and pay salaries to employees. Section 3 The Board, at its discretion, may employ person(s) to deliver its program. No employee shall be a member of the Board. Employees shall be assigned duties and responsibilities by the Board and these will be outlined in their job description and employment contract.

Council is by its charter or otherwise authorized to exercise and do.

Section 4 Directors may receive per diem for their services and shall be reimbursed for any expenses that they incur in the normal course of their duties. The rates of per diem (100/day) and travel expenses shall be established by the Board and shall be comparable to those rates paid by local municipalities. Section 5 The Board shall appoint a Chief Executive Officer responsible for the general and active management of the affairs of the Council. The Chief Executive Officer may be a Director or may be an independent qualified individual.

Section 4 Directors may receive per diem for their services and shall be reimbursed for any expenses that they incur in the normal course of their duties. The rates of per diem (100/day) and travel expenses shall be established by the Board and shall be comparable to those rates paid by local municipalities. Section 5 The Board shall appoint a Chief Executive OfficerPresident responsible for the general and active management of the affairs of the Council. The Chief Executive OfficerPresident may must be a Director or may be an independent qualified individual.

Section 2 The Directors shall have the power to authorize expenditures on behalf of the Council from time to time and may delegate by resolution to an officer or officers of the Council the right to employ and pay salaries to employees. Section 3 The Board, at its discretion, may employ a General Manager person(s) to deliver its program. No employee shall be a member of the Board. Employees The General Manager shall be assigned duties and responsibilities by the Board and these will be outlined in their job description and employment contract.

Rationale

Comments / Questions

Normally, the Board hires the General Manager, and leaves all subsequent HR matters to that GM. This clause involves the Board in all personnel matters.

Delete reference to any amount, and leave this at the discretion of the Board, which can then update the amount on a periodic basis without amending the by-law

To reflect current practice

Existing Constitution or By-law

Proposed amendment

BY-LAW 92-5 Officers Section 1 The President shall preside at all meetings of the Council and of the Board of Directors. The President shall see that all orders and resolutions of the Board are carried into effect and all officers and committees of the Council are responsible to the President.

BY-LAW 92-5 Duties of Officers Section 1 The President shall preside at all meetings of the Council and of the Board of Directors. The President shall see that all orders and resolutions of the Board are carried into effect and all officers and committees of the Council are responsible to the President. The President may delegate these functions to other Board members or staff as required.

Section 2 – Vice-President The Vice-President shall, in the absence or disability of the President, perform the duties and exercise the powers of the President and shall perform such other duties as shall from time to time be imposed upon the Vice-President by the Board. Section 3 – Secretary The Secretary may be empowered by the Board, upon resolution of the Board, to carry on the affairs of the Council generally under the supervision of the Officers thereof and shall attend all meetings and act as clerk thereof and record all vote and minutes of all meetings of the Members and of the Board, and shall perform such other duties as may be prescribed by the President. The Secretary shall be custodian of the seal of the Council, which shall be delivered only when authorized by a resolution of the Board to do so and to such person or persons as may be named in the resolution.

Rationale

Comments / Questions

Section 3 – Secretary The Secretary may be empowered by the Board, upon resolution of the Board, to carry on the affairs of the Council generally under the supervision of the Officers thereof and shall attend all meetings and act as clerk thereof and record all vote and minutes of all meetings of the Members and of the Board, and shall perform such other duties as may be prescribed by the President. The Secretary shall be custodian of the seal of the Council, which shall be delivered only when authorized by a resolution of the Board to do so and to such person or persons as may be named in the resolution.

Existing Constitution or By-law

Proposed amendment

Section 4 â&#x20AC;&#x201C; Treasurer The Treasurer shall have the custody of the funds and securities of the Council and shall keep full and accurate accounts of all assets, liabilities, receipts and disbursements of the Council in the books belonging to the Council an shall deposit all monies, securities and other valuable effects in the name and to the credit of the Council in such chartered bank or trust company, or, in the case of securities, in such registered dealer in securities as may be designated by the Board from time to time. The Treasurer shall disburse the funds of the Council as may be directed by proper authority taking proper vouchers for such disbursements, and shall tender to the President and Directors at the regular meeting of the Board, or whenever they may require it, and accounting of all transactions and a statement of the financial position, of the Council. Section 5 Nothing in the foregoing shall be interpreted to prevent a single person from holding two (2) of the above offices. BY-LAW 92-6 Committees The Board may appoint committees from the Board and the membership. Committees will report to the Board. BY-LAW 92-7 Indemnities to Directors and Others No Director or Officer of the Council shall be liable for the acts, receipts, neglects or defaults or other acts for conformity, or

Section 4 â&#x20AC;&#x201C; Treasurer The Treasurer shall have the custody ofwork with the General Manager to ensure that the funds and securities of the Council and shall keep full and accurate accounts of all assets, liabilities, receipts and disbursements of the Council in the books belonging to the Council an shall deposit all monies, securities and other valuable effects in the name and to the credit of the Council in such chartered bank or trust company, or, in the case of securities, in such registered dealer in securities as may be designated by the Board from time to time. The Treasurer shall represent the Board to disburse the funds of the Council as may be directed by proper authority taking proper vouchers for such disbursements, and shall tender to the President and Directors at the regular meeting of the Board, or whenever they may require it, and accounting of all transactions and a statement of the financial position, of the Council.

Rationale Recognizes that the General Manager will be accountable for financial administration, with oversight provided by the Treasurer on behalf of the Board.

Comments / Questions

Section 5 Nothing in the foregoing shall be interpreted to prevent a single person from holding two (2) of the above offices. BY-LAW 92-6 Committees The Board may appoint committees from the Board and the membership. Committees will report to the Board. BY-LAW 92-7 Indemnities to Directors and Others No Director or Officer of the Council shall be liable for the acts, receipts, neglects or defaults or other acts for conformity, or for

Existing Constitution or By-law

Proposed amendment

for any losses or expensed happening to the Council through the insufficient or deficiency of title to any property acquired by order of the Board for or on behalf of the Council or for the insufficiency or deficiency of any security in or upon which any of the monies of the Council shall be invested or for any loss or damage arising from bankruptcy, insolvency or tortuous act of any person with whom any of the monies, securities or effects of the Council shall be deposited, or for any loss occasioned by any error wherever which shall happen in the execution of the duties of there office or in relationship thereto unless the same shall happen through his/her own dishonesty. Every Director or Officer of the Council and their heirs, executors or administrator, and estate and effects, respectively, shall from time to time and at all times, be indemnified and saved harmless out of the funds of the Council from and against:

any losses or expensed happening to the Council through the insufficient or deficiency of title to any property acquired by order of the Board for or on behalf of the Council or for the insufficiency or deficiency of any security in or upon which any of the monies of the Council shall be invested or for any loss or damage arising from bankruptcy, insolvency or tortuous act of any person with whom any of the monies, securities or effects of the Council shall be deposited, or for any loss occasioned by any error wherever which shall happen in the execution of the duties of there office or in relationship thereto unless the same shall happen through his/her own dishonesty. Every Director or Officer of the Council and their heirs, executors or administrator, and estate and effects, respectively, shall from time to time and at all times, be indemnified and saved harmless out of the funds of the Council from and against:

all costs, charges and expenses whatsoever which such Directors or Officers sustains or incurs in or about any action, suite or proceedings which is brought, commenced or prosecuted against them for, or in respect of any act, deed, matter or thing whatsoever made, done or permitted by them, in or about the execution of their duties or offices;

ii)

all other costs, charges and expenses which they sustain or incur in, of, about, or in relation to the affairs thereof, except such costs, charges or expenses as

Rationale

Comments / Questions

Existing Constitution or By-law ii)

all other costs, charges and expenses which they sustain or incur in, of, 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 92-8 Borrowing In order to carry out the objects of the Council, the Board may, on behalf of an in the name of the Council, raise or secure the payment or repayment of money in such a manner as they decide and in particular but without limiting the generality of the foregoing, by issue of debentures. BY-LAW 92-9 Auditor At each Annual General Meeting an Auditor, who shall be neither a Director nor Officer of the Council, shall be appointed to hold office until the next Annual General Meeting of the elected and appointed, provided that the Directors may fill any casual vacancy in the office of Auditor. The remuneration of the Auditor shall be fixed by the Board of Directors. The books and accounts of the Council shall be audited at least once every year. The Auditor shall audit the books and accounts of the Council at least once every year shall report on the findings to the Annual General Meeting of members. BY-LAW 92-10 Code of Ethics All members of the Council shall sincerely cooperate in promoting the conservation, restoration and sustainable use of the

Proposed amendment

Rationale

Comments / Questions

are occasioned by their own wilful neglect or default.

BY-LAW 92-8 Borrowing In order to carry out the objects of the Council, the Board may, on behalf of and in the name of the Council, raise or secure the payment or repayment of money in such a manner as they decide and in particular but without limiting the generality of the foregoing, by issue of debentures. BY-LAW 92-9 Auditor At each Annual General Meeting an Auditor, who shall be neither a Director nor Officer of the Council, shall be appointed to hold office until the next Annual General Meeting of the elected and appointed, provided that the Directors may fill any casual vacancy in the office of Auditor. The remuneration of the Auditor shall be fixed by the Board of Directors. The books and accounts of the Council shall be audited at least once every year. The Auditor shall audit the books and accounts of the Council at least once every year shall report on the findings to the Annual General Meeting of members.

BY-LAW 92-10 Code of Ethics All members of the Council shall sincerely cooperate in promoting the conservation, restoration and sustainable use of the

Existing Constitution or By-law

Proposed amendment

forest and shall place their duty to the forest above all other duties pertinent to the forest.

Ontarioâ&#x20AC;&#x2122;s forests and shall place their duty to the forest above all other duties pertinent to the forest environment.

BY-LAW 96-1 The Ross Silversides Forestry Award Section 1 Named in honour of the late Dr. C. Ross Silversides, the driving force behind the original Eastern Ontario Model Forest proposal an internationally respected forester, this award recognizes individuals for their outstanding contribution to sustainable forestry. Openness, cooperation, foresight, knowledge, dedication and respect for the forest and all its valued characterized Ross Silversidesâ&#x20AC;&#x2122; approach towards the forest and the people associated with it. The individuals given this award will have demonstrated similar qualities. The intent is to recognize these special people of Eastern Ontario for their efforts and to encourage others to make their own contribution. Section 2 Those who receive the award are being recognized for one or more of the following: i) Significant contribution to sustainable forestry in Eastern Ontario; ii) Strong commitment to community forestry; iii) Innovative approaches to forestry practices; iv) Outstanding ability and willingness to transfer knowledge of sustainable

Rationale

Comments / Questions

So long as any awards or recognitions from the Board have no financial implications, the Board should have the discretion to continue with existing recognition programs such as the Silversides Award, or the Heartwood Award, or to create new ones as required.

Section 2 Those who receive the award are being recognized for one or more of the following: i) Significant contribution to sustainable forestry in Eastern Ontario; ii) Strong commitment to community forestry; iii) Innovative approaches to forestry practices; iv) Outstanding ability and willingness to transfer knowledge of sustainable forestry practices to the people of

Existing Constitution or By-law

Proposed amendment

forestry practices to the people of Eastern Ontario and elsewhere. Section 3 Each year, the Board of Directors may identify recipients for the award to be presented at a special occasion such as the Annual General Meeting. Section 4 The award consists of the following: i) Designation as an Honourary Member of the Eastern Ontario Model Forest; ii) Presentation of an engraved wooden plaque and partnership certificate; iii) Addition of their name to the Eastern Ontario Model Forest Honourary Members Scroll; iv) Addition of their name and a short narrative into the Ross Silversides Forestry Award Book.

Section 3 Each year, the Board of Directors may identify recipients for the award to be presented at a special occasion such as the Annual General Meeting. Section 4 The award consists of the following: i) Designation as an Honourary Member of the Eastern Ontario Model Forest; ii) Presentation of an engraved wooden plaque and partnership certificate; iii) Addition of their name to the Eastern Ontario Model Forest Honourary Members Scroll; iv) Addition of their name and a short narrative into the Ross Silversides Forestry Award Book.

Section 5 Other activities and recognition such as commemorative tree plantings may be provide at the discretion of the Board of Directors. BY-LAW 00-1 Membership Section 1: Definitions Definitions are as follows: a) "Equity" will include knowledge, inkind contributions, spirit and tangible forms of material and non-material support and encouragement. b) A "student" is a person in full-time attendance at an elementary or secondary schools, college, university or other learning institution.

Section 5 Other activities and recognition such as commemorative tree plantings may be provide at the discretion of the Board of Directors. BY-LAW 00-1 Membership Section 1: Definitions Definitions are as follows: a) "Equity" will include knowledge, in-kind contributions, spirit and tangible forms of material and non-material support and encouragement, and is deemed to be the equivalent of any paid annual membership fees. b) A "student" is a person in full-time attendance at an elementary or

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Eastern Ontario and elsewhere.

The concept is that Paid or Equity members will have voting privileges to amend the Constitution or By-laws. All other categories of members will not vote, but are welcome to actively participate in EOMF activities, discussions, and forums. Membership fees should not be set in a by-law. Rather, the by-law

Existing Constitution or By-law

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secondary schools, college, university or other learning institution. c) A "family" is two or more persons who reside in the same dwe1lingdwelling. d) A “Founding Partner" is anyone of the Mohawk Council of Akwesasne, the Ontario Ministry of Natural Resources and Forestry, the Canadian Forest Service, and Domtar Communication Papers (formerly Domtar Specialty Fine Papers). e) A “Partner" is an individual or organization who willingly contributes equity to the EOMF. Partners will be named by the Board of Directors prior to each annual meeting. f) A “Sponsor” is an individual or organization who makes a financial donation for any purposes of the EOMF over and above the basic annual membership requirement.

A "family" is two or more persons who reside in the same dwe1ling. d) A “Founding Partner" is anyone of the Mohawk Council of Akwesasne, the Ontario Ministry of Natural Resources, the Canadian Forest Service, and Domtar Communication Papers (formerly Domtar Specialty Fine Papers). e) A “Partner" is an individual or organization who contributes equity to the EOMF. Partners will be named by the Board of Directors prior to each annual meeting. f) A “Sponsor” is an individual or organization who makes a donation over and above the basic annual membership requirement. g) Members in "good standing" are individuals, families, students whose annual dues are paid, 'Founding Partners, Partners and Sponsors named by the Board of Directors and recipients of tile Ross Silversides Forestry Award. The membership fee for 2000/2001 for individuals, families, and students shall be $15.00. The membership fee for 2001/2002 shall be $25.00 for individuals, families, and $15.00 for students. Multi-year memberships may be made available.

Rationale needs to enable the Board to set the fee on a periodic basis

Comments / Questions

Members in "good standing" are individuals, families, or students whose annual dues are paid, or 'Founding Partners, and Partners (or their delegate). and Sponsors named by the Board of Directors, and recipients of tile Ross Silversides Forestry Award. The membership fee for 2000/2001 for individuals, families, and students shall be $15.00. The membership fee for 2001/2002 shall be $25.00 for individuals, families, and $15.00 for students. Multi-year memberships may be made available.

Existing Constitution or By-law

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f)h) A â&#x20AC;&#x153;Supporterâ&#x20AC;? is an individual or organisation that agrees to support the goals of the EOMF, who participates in EOMF certification programs, or who subscribes to the Newsletter, but who does not pay an annual membership fee directly to the EOMF. Section 2: Entitlements a) Each member in good standing shall have a voting entitlement of one vote at General and Special Meetings of the Council.

Section3: Membership (Miscellaneous) a) The membership fee shall be set by the 'Board of Directors. b) The membership fee for 2000/2001 for individuals, families, and students shall be $15.00. c) The membership fee for 2001/2002 for individuals and families, and students shall be $25.00 and $15 for students. d) Multi-year memberships may be made available. e) The annual membership fee is due on April 1st of each year. Section 4: Benefits of Membership a) Benefits of membership shall include opportunities for participation in the achievement of a sustainable "forest for seven generations" and all other goals of the Eastern Ontario Model Forest and Eastern Ontario Forest

Section 2: Entitlements a) Each member in good standing shall have a voting entitlement of one vote at Annual General and Special Meetings of the Council. a)b) All other categories of membership will have no voting privileges. Section3: Membership (Miscellaneous) a) The membership fee shall be set from time to time by the 'Board of Directors. The fees shall be posted on the website. b) The membership fee for 2000/2001 for individuals, families, and students shall be $15.00. c) The membership fee for 2001/2002 for individuals and families, and students shall be $25.00 and $15 for students. d) Multi-year memberships may be made available. e)b) The annual membership fee is due on April 1st of each year. Section 4: Benefits of Membership a) Benefits of membership shall include opportunities for participation in the achievement of a sustainable "forest for seven generations" and all other goals of the Eastern Ontario Model Forest and Eastern Ontario Forest Group, access to

Existing Constitution or By-law

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Group, access to education, education, knowledge, Internet discussion knowledge, Internet discussion groups, and other opportunities to share, groups, and other opportunities to participate, benefit and learn as shall be share, participate, benefit and learn determined by the Board of Directors. as shall be determined by the Board of Directors. Section 5: Termination of Membership Section 5: Termination of Membership a) The Board of Directors may terminate a) The Board of Directors may terminate a a membership by written notice if the membership by written notice if the member contravenes any By-Law or member contravenes any By-Law or the the code of ethics code of ethics b) A membership may be terminated by: b) A membership may be terminated by: i. written notice to the member, i. written notice to the member, Partner, or Sponsor Partner, or Sponsor ii. death of the member (such ii. death of the member (such membership is not transferable) membership is not transferable) iii. non-payment of annual dues iii. non-payment of annual dues and/or and/or contribution of annual contribution of annual equity. equity.