Pink Triangle ServicesPTS Bylaws

To be Ratified at the Annual General Meeting, September 25, 2012

BY-LAW NO. 1 A by-law relating generally to the transaction of the affairs of Pink Triangle ServicesPTS. 4. SEAL 1. The Seal of the Association shall be of such form as shall be prescribed by the Board of Directors of the Association and shall have the wordletters Pink Triangle ServicesPTS (o/a PTS) inscribed thereon. MEMBERS 2. The members of Pink Triangle ServicesPTS (hereinafter called the "Association") shall consist of those persons who declare that they support the mission and values of the Association and have paid the annual membership dues established by the Board of Directors from time to time by resolution, provided that the Board of Directors may waive such membership fees in particular cases where it, in its sole discretion, determines that there is just cause for doing so. There shall be maintained at the Head Office of the Association a databaselist of members in good standing as a register. The Recording Secretary shall notify the members of the dues or fees at any time payable by them and, if any are not paid within 30 days of the date of such notice the members in default shall thereupon automatically cease to be members of the Association, but any such members may on payment of all unpaid dues or fees be reinstated. 3. An individual shall also cease to be a member: OFFICE The Head Office of the Association shall be in the National Capital Region at such municipal address therein as the Board of Directors may from time to time by resolution determine. BOARD OF DIRECTORS 5. The property and affairs of the Association shall be governed and managed by a Board of Directors of fourteen (14) of which two (2) shall be non-votingex-officio. Of the twelve Directors with voting eligibility, not more than six (6) shall represent any one gender. At the Annual General Meeting of members, after the election of Directors, one (1) such Director shall be elected to the Offices of President, Vice-President, Treasurer, and Recording Secretary respectively. a) No Director may hold a paid position with the Association, i.e., no Director may make application for employment with the Association nor any employee make application for directorship with the Association within a six month period prior to or after holding either employment or directorship; and Each Director shall declare in writing that they support the mission and values of the Association and shall comply with these by-laws. All Directors shall be members of the Association, in good standing, from the time of their election and throughout their term of office.

b)

c)

a)

b) c)

by delivering a letter of resignation in writing to the Recording Secretary or Executive Director of the Association or by mailing or delivering it to the address of the Association; or on the death of the member; or if at a meeting of members duly called for such purpose upon not less than 14 (fourteen) days nor more than 30 (thirty) days notice setting out the reasons for such termination, a resolution terminating such member's membership is passed by a majority of not less than two-thirds (2/3) of the members voting at such meeting.

6.

The immediate past president and the Executive Director of the Association shall be non-voting, ex officio members of the Board of Directors. Each Director shall hold office from the time of his/her election or appointment until his/her successor shall have been duly elected and qualified or until his/her resignation has been delivered to an Officer of the Association. The Office of Director shall be automatically vacated:

7.

8.

Pink Triangle ServicesPTS Bylaws ratified November 22, 2011 (adopted 1984)

Pink Triangle ServicesPTS Bylaws

To be Ratified at the Annual General Meeting, September 25, 2012
a) b) c) d)
If a Director shall resigns his/her office by delivering a written resignation to an Officer of the Association; If a Director is found to have become of unsound mind; If a Director becomes bankrupt; If a Director fails to attend three consecutive Board of Directors meetings without reasonable cause and a motion is passed by the Board of Directors to declare the office vacant; on the death of the Director; or If at a General Meeting of members duly called for such purpose a resolution is passed by a majority of not less than two-thirds (2/3) of the members voting that s/he be removed from office and provided that the notice of such meeting shall have been given at least 14 days prior to the meeting at which removal is to be considered and such notice has set out the reasons for removal of such person from office. Any member of a committee of the Association shall cease to be a member of such committee upon the termination of his/her position as a Director of the Association or from any office given him/her ex-officio membership on any such committee, and any other member of a committee may be removed by the body which appointed him/her to such committee. that notice has been given pursuant to this bylaw shall be sufficient and conclusive evidence of the giving of such notice. The Board of Directors may appoint a day or days in any month or months for regular meetings at an hour to be named and of such regular meeting no notice need be sent. 11. No error or omission in giving such notice for a meeting of Directors shall invalidate such meeting or invalidate or make void any proceedings taken or had at such meeting and any Director may at any time waive notice of any such meeting and may ratify and approve of any or all proceedings taken or had thereat. 12. All duly elected Directors except the Chair of the meeting shall be entitled to one (1) vote on each question to be decided by the Board of Directors. In the case of an equality of votesa tie, the Chair of the meeting shall have the deciding vote. At all meetings of the Board of Directors every question shall be decided by a majority of the votes cast upon the question, unless these by-laws require a special resolution in which case twothirds (2/3) of the votes cast shall be required. All votes at any such meeting shall be taken by ballot if so demanded by any Director present, but if no demand be made, the vote shall be taken the usual way by assent or dissent. A declaration by the Chair that a resolution has been carried and an entry to the effect in the minutes shall be admissible evidence as prima facie proof of the fact without proof of the number or proportion of the votes recorded in favour or against such resolution. In the absence of the Chair their duties may be performed by the Vice-Chair, or such other Director as the Board of Directors may from time to time appoint for the purpose. 13. The quorum for meetings of the Board of Directors shall be a majority of Directors, but no fewer than five (5) Directors. POWERS AND DUTIES OF THE BOARD OF DIRECTORS 14. The property and affairs of the Association shall be managed and controlled by the board of directors.The Board of Directors shall govern the affairs of the Association through a Strategic Plan which it shall, from time to time, with the participation from the Executive Director, review and revise.

e) f)

g)

9.

Vacancies occurring in the Board of Directors or among the Officers between the time of their election and the next Annual General Meeting of the Association shall be filled by a majority vote of the Board of Directors or, in the alternative, may be filled by a vote of members at a General Meeting of members duly called for such purposes. MEETINGS OF THE BOARD OF DIRECTORS

10. Meetings of the Board of Directors shall be held monthly at the call of the Board of Directors or the Chair or any two (2) Directors. Notice of the time and place of every meeting so called shall be emailed or via phone call to each Director not less than two (2) days before the time when the meeting is to take place. No notice of a meeting shall be required if all the Directors are present or if those absent waive notice or otherwise signify their consent to such meeting being held. The statutory declaration of the Secretary or Chair

Pink Triangle ServicesPTS Bylaws ratified November 22, 2011 (adopted 1984)

Pink Triangle ServicesPTS Bylaws

To be Ratified at the Annual General Meeting, September 25, 2012
15. The Board of Directors shall set the yearly budget of the Association upon the recommendations of the Executive Director. 16. The Board of Directors shall, from time to time, review the performance of the Executive Director. 17. The Board of Directors is responsible for the policies of the Association which may from time to time be proposed by individual Directors or the Executive Director. 1518. The Directors of the Association shall not be entitled to receive remuneration for their services as such. The Directors shall be entitled to be reimbursed for any expenses incurred in connection with their attendance at each meeting of the Board of Directors and for any expenses incurred in connection with their services to the Association as Directors. The board of directors may from time to time by resolution fix the amount of and authorize payment of reasonable remuneration and expenses to any officer, agent or employee for his/her services to the Association. 1619. The Board of Directors upon the recommendation of the Executive Committee may shall appoint such agentsan Executive Director and engage such employees as it shall deem necessary from time to time and such personswho shall have such authority and shall perform such duties and receive such compensation as shall be prescribed by resolution of the board of directorsBoard of Directors upon the recommendation of the Executive Committee. 1720. The Board of Directors shall take such steps as it may deem requisite necessary to enable the Association 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 Association. 18. The board of directors may administer the affairs of the Association in all things and may cause to be made for the Association, in its name, any kind of contract which the Association may lawfully enter into and, save as hereinafter provided, generally, may exercise all such other powers and do all such other acts and things as the Association is by its charter or otherwise authorized to exercise and do. 19. The board of directors shall have power to authorize expenditures on behalf of the Association from time to time for the purpose of furthering the objects of the Association. 2021. The Association hereby acknowledges that each and every Director of the Association shall be deemed to have assumed office on the express understanding and agreement and conditions that every Director and Officer of the Association and his/her heirs, executors and administrators 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 Association from and against all costs, charges, and expenses whatsoever, which such Directors(s) or Officer (s) sustain(s) or incur(s) in or about any action, suit or proceeding which is brought, commenced or prosecuted against him/her or them for or in respect to any act, deed, matter or thing whatsoever made and done or permitted by him/her or them in or about the execution of the duties of his/her/their office or Offices, and also from and against all other costs, charges and expenses which s/he or they sustain or incur in or about or in relation to the affairs of the Association.

COMMITTEES 2122. An Executive Committee consisting of the President, the Vice-President, the Treasurer and the Recording Secretary will be appointed by a General Meeting of the members. The Executive Committee shall have all the powers of the Board of Directors except such powers as are reserved by the body appointing it. The Executive Director shall be an ex-officio member of the Executive Committee. The quorum for a meeting of the executing committee shall be two (2) of its members. For any given purpose, the President may invite other person(s) to participate in the work of the Executive Committee; however said person(s) will not assume the powers of the Executive Committee nor be entitled to a vote. The Board of Directors may, from time to time, form such other committees as it deems appropriate having such power and with such membership as it may from time to time by resolution determine.

Pink Triangle ServicesPTS Bylaws ratified November 22, 2011 (adopted 1984)

Pink Triangle ServicesPTS Bylaws

To be Ratified at the Annual General Meeting, September 25, 2012
2831. The Recording Secretary shall be Clerk of the Board of Directors. They S/He shall attend all meetings of the Board of Directors and record all facts and minutes of all proceedings in the books kept for that purpose. S/He shall perform such other duties as may from time to time be determined by the Board of Directors. 2932. The Treasurer or person performing the usual duties of a Treasurer shall be responsible for the financial affairs of the organization, and shall also perform such other duties as may from time to time be determined by the Board of Directors.

23. The Executive Committee shall manage the review of the Executive Directors performance. 24. The Executive Committee shall manage the creation and review of the Strategic Plan with the aid and approval of the Board of Directors OFFICERS 2225. The Officers of the Association shall be a President, Vice-President, Treasurer and Recording Secretary. 2326. Officers of the Association shall be Directors of the Association and shall be elected to such Offices at the Annual General Meeting of members. 2427. The Officers of the Association shall hold office for one (1) year or until their successors are elected or appointed in their stead. 2528. Any of the President, Vice-President, Treasurer or Recording Secretary shall cease to be an office of the Association if s/he ceases to be a Director of the Association.

REMOVAL OF OFFICERSDIRECTORS 3033. Any Board Officer Director of the Association may be removed by a two-thirds (2/3) vote of those present and entitled to vote at a Special General Meeting of the Board of Directors the Membership called for such purpose. upon the giving of wWritten notice as specified in paragraph 8 (f) of this by-law, which notice shall be served to the Board of Directors and upon the Directors and upon the Officer whose removal is proposed. This notice shall include the reasons for the proposed removal. and shall specify the proposed removal as the subject matter of such meeting. The provisions of said paragraph 11 permitting the holding of meetings of the Board of Directors without notice shall not apply to a meeting at which an Officer is or is proposed to be removed pursuant to this paragraph. 31. The board of directors shall give or cause to be given notices of all meetings of the members and of the board of directors and shall delegate to staff or other person such other duties as it may prescribe such as, but not exclusively, acknowledging and answering all routine correspondence, keeping such files and records as may be necessary for the affairs of the Association, seeing that orders and resolutions of the board of directors are carried into effect, etc.

DUTIES OF OFFICERS 2629. The President or his/her designate shall preside at all meetings of the Association, of the Board of Directors and of the Executive Committee and shall be, ex officio, a member of all committees. S/He shall be generally responsible for the conduct of the affairsintegrity of the Association. S/He may call meetings of the Association, of the Board of Directors and of the Executive Committee. 2730. The Vice-President shall in the absence of the President, perform the duties and exercise the powers of the President. S/He shall assist the President in the discharge of his/her duties. In the event of a vacancy in the presidency, s/he shall assume the office of acting President until a new President is elected. S/he shall perform such other duties as may from time to time be determined by the Board of Directors.S/He shall perform such other duties as shall from time to time be imposed upon him/her by the board of directors.

EXECUTIVE DIRECTOR

Pink Triangle ServicesPTS Bylaws ratified November 22, 2011 (adopted 1984)

Pink Triangle ServicesPTS Bylaws

To be Ratified at the Annual General Meeting, September 25, 2012
34. There shall be an Executive Director who shall be responsible for the execution of the Strategic Plan of the Association. 35. The Executive Director shall be the public champion of the Agency and lead broad community development initiatives for Queer populations. 36. The Executive Director shall be hired by the Board of Directors upon the recommendation of the Executive Committee and shall be responsible to the Board of Directors through the Executive Committee. 37. The Executive Director shall be responsible for the human resources and direction of all staff and volunteers necessary for the execution of the Strategic Plan. 38. The Executive Director shall ensure the decisions of the Board of Directors are executed. 39. The Executive Director shall be, ex officio, a member of all committees. b) Treasurer Recording Secretary or Executive Director. Written instruments with a monetary value between $5,001 and $10,000 shall be approved by the Executive Committee and signed by any two (2) of the President, Vice-President, Treasurer Recording Secretary or Executive Director. Written instruments with a monetary value above $10,001 shall be approved by the Board of Directors and signed by any two (2) of the President, Vice-President, Treasurer Recording Secretary or Executive Director.

c)

b)d) All human resources contracts shall be approved and signed by the Executive Director with exception to those documents that govern the role of the Executive Director.

SIGNATURE OF ASSOCIATION CHEQUES 3240. All cheques shall be signed by any two (2) of the President, Vice-President, Treasurer Recording Secretary or Executive Director.Persons identified by the board from time to time by resolution or by-law shall sign cheques on the Association's bank account. CONTRACTS 3341. All contracts, documents or any instruments in writing requiring the signature and are binding upon the of the Association shall be signed by any two (2) of the President, Vice-President, Treasurer Recording Secretary or Executive Director. and all contracts, documents and instruments in writing so signed shall be binding upon the Association without any further authorization or formality. 42. There shall be exceptions to provision 41 which shall include: a) Written instruments with a monetary value under $5,000 shall be approved by the Executive Director and signed by any two (2) of the President, Vice-President,

3343. The directors shall have the power from time to time by resolution to appoint a person or persons on behalf of the Association to sign specific contracts, documents and instruments in writing. The Directors may give the Association's power of attorney to any chartered bank, trust company or registered dealer of securities for the purposes of the transferring of and dealing with any stocks, bonds and other securities of the Association. 3344. The Seal of the Association when required may be affixed to contracts, documents and instruments in writing signed as aforesaid by any Officer.

MEETINGS OF MEMBERS 3445. The Annual or other General Meeting of the members of the Association shall be held at the Head Office of the Association or at such other place as the President or the board of directors may determine and on such day and at such time as the said President or Board of Directors shall appointdetermine. 3546. The Annual General Meeting shall be the supreme policy making body of the Association.

Pink Triangle ServicesPTS Bylaws ratified November 22, 2011 (adopted 1984)

Pink Triangle ServicesPTS Bylaws

To be Ratified at the Annual General Meeting, September 25, 2012
3647. The Annual General Meeting shall be held in each year at such time and place as the Board of Directors may determine by resolution. 3748. Not less than 14 (fourteen) days and no more than one (1) month before written notice of the date and place of the Annual or any other General Meeting shall be given by the Board of Directors to the members of the Association. 3849. At least 14 (fourteen) days prior to the Annual or any other General Meeting an agenda shall be emailed to all members (or mailed for those who have not provided an email address), which shall state the general nature of business to be transacted at such meeting. 3950. At the Annual General Meeting an auditor shall be appointed to audit the accounts of the Association, and to hold office until the next General Meeting, provided that the Board of Directors may fill any vacancy occurring in such office between Annual General Meetings. In event of the Annual General Meeting failing to appoint an auditor then the auditor in office at the date of such Annual General Meeting shall continue in office until his/her successor is appointed. The Board of Directors shall fix the remuneration of the auditor upon the recommendation of the Executive Director. 4051. Twenty-five (25) One quarter of the registered members of the Association can requisition a Special Meeting by signing and delivering a written notice to the Executive Committee. Upon receipt of such a requisition, the Executive Committee shall within six weeks of receipt of said requisition call a meeting with proper written notice given to the members of the Association not less than 14 (fourteen) days or no more than one (1) month preceding the meeting. prior to the date of the meeting and continues as of the date of the meeting to be qualified as a member. 4354. At any meeting of members, each member shall have the right to move, to second and to vote on any motion, resolution or proposal.

NOMINATING COMMITTEE 4455. At least two (2) months prior to the Association's annual general meeting, The Executive Committee, or failing them it, the Board of Directors, shall appoint be a the nominating committee, which shall prepare a slate of candidates for election at the Annual General Meeting. 4556. The Nominating Committee shall receive written nominations addressed to the Board of Directors at least 14 (fourteen) days prior to the Annual General Meeting and shall determine the eligibility of potential nominees based upon the quality of the answers to the questions on the Application Form. Decisions shall be recorded and presented to the Annual General Meeting prior to the election.any nominations so received shall be placed before the annual general meeting. 4657. No person may be proposed for election as an Officer or Director of the Association at the Annual General Meeting unless the nominating committee has nominated him/her as aforesaid. 58. All nominees rejected by the Nomination Committee may make an appeal to the members of the Annual General Meeting. The members of the Association at the Annual General Meeting determine the eligibility of the nominee as a candidate for presentation on the slate. 4759. Should there be more than two (2) candidates nominated for election to any one office or position and no one of such candidates shall receive more than one half of the total votes cast for such office or position, the election procedure shall be by way of elimination: the candidate with the least number of votes being eliminated and another vote taken and so on until such candidate

QUORUM FOR MEMBERS MEETING 4152. Not less than twenty-five (25) One quarter of the registered members shall constitute a quorum for such meetings.

MEMBERS ENTITLED TO VOTE 4253. At any meeting of members every person shall be entitled to vote who has been a member of the Association for a period of not less than 30 days

Pink Triangle ServicesPTS Bylaws ratified November 22, 2011 (adopted 1984)

Pink Triangle ServicesPTS Bylaws

To be Ratified at the Annual General Meeting, September 25, 2012
receives more than one half of the total number of votes cast. 5364. The Association may be dissolved by a majority vote at a special general or Annual General Meeting of the Association, notice of which meeting has been given to the membership no less than fourteen (14) days and no more than one (1) month prior to such meeting. After the dissolution of the Association the dispersion of assets shall be as follows:

FISCAL YEAR 4859. Unless otherwise ordered by the Board of Directors, the fiscal year-end of the Association shall be the last day of December in each year.

a)
TRANSITIONAL PROVISIONS ENACTMENT; REPEAL AND AMMENDMENT OF BYLAWS 4960. By-laws of the Association may be enacted, and the by-laws of the Association repealed or amended, by by-law by a two-thirds (2/3) majority of the Board of Directors at a meeting of the Board of Directors and sanctioned by an affirmative vote of a majority of the members at a meeting of members duly called for the purpose of considering such by-law. A copy of any bylaw to be sanctioned at an Annual Meeting of members shall be sent to every member of the Association with notice of such meeting. 5061. All amendments will be submitted to the Board of Directors for processing. Any member in good standing can submit amendments. This does not preclude amendments being proposed, seconded and voted on to an existing by-law amendment already under consideration at an Annual Meeting or Special Meeting called for the purpose of considering By-law Amendments. 5162. The Chair will submit a list of proposed amendments annually no later than 14 days before the Annual Meeting. Furthermore, the Chair can request that the Board of Directors call a Special Meeting to consider the list of proposed amendments if in the opinion, of the Board of Directors it is the best interests of the Association. If a Special Meeting is called, notice shall be given no later than 14 days before the Special Meeting. 5263. Copies of the list of proposed amendments will be available to any member at the PTS office 14 days prior to meeting and electronically available once a meeting has been called to consider the list. The Board of Directors will submit the list of amendments for decision by the membership at the Annual Meeting or the Special Meeting called for this purpose.

Real assets shall be liquidated to satisfy any outstanding debts of the Association

b) If no debt has been accumulated; the

liquid assets, moneys and properties shall be distributed to registered charities serving the Ottawa area. The Board of Directors will be responsible for ensuring the appropriate distribution of assets. The records and files of the Association shall be forwarded to the organization that can recognize and preserve their historical value.

c)

INTERPRETATION 5465. In these bylaws and in all other by-laws the Association hereafter passes, unless the context otherwise requires, words importing the singular number shall include the plural number as the case may be and vice-versa. References to persons shall not include firms or Associations. 5566. All references to written notice shall include written notice by electronic means.

DISSOLUTION
Pink Triangle ServicesPTS Bylaws ratified November 22, 2011 (adopted 1984)