Article 1 — Definitions and Interpretation

1.1 Definitions

In these by-laws, unless the context otherwise requires:

“Act” means the Canada Not-for-profit Corporations Act, S.C. 2009, c. 23, as amended from time to time, and includes the Regulations made under it.

“Board” means the board of directors of the Corporation.

“Corporation” means Hibah Hope Relief Foundation.

“Director” means a director of the Corporation.

“Member” means a member of the Corporation in the class of members set out in these by-laws.

“Officer” means an officer of the Corporation appointed under these by-laws.

“Qualified donee” has the meaning set out in the Income Tax Act (Canada).

1.2 Interpretation

Headings are for convenience only and do not affect interpretation.

Words importing the singular include the plural and vice versa.

If there is any conflict between the Act and these by-laws, the Act governs.

Article 2 — Purpose and Non-profit Nature

2.1 Purpose

The Corporation is organized exclusively for charitable purposes within the meaning of the Income Tax Act (Canada). The purposes of the Corporation are to relieve poverty in Canada by providing direct financial assistance and essential goods to individuals and families in need for basic necessities of life, including food, shelter, utilities, essential transportation, clothing, and prescription medications, and to do all such things as are incidental or conducive to the attainment of these purposes.

2.2 Non-profit

The Corporation shall be carried on without the purpose of gain for its members. Any profits or other accretions to the Corporation shall be used solely to promote its purposes.

2.3 Private benefit

No part of the income or property of the Corporation shall be payable or otherwise available for the personal benefit of any member, director, or officer, except for reasonable compensation for services actually rendered to the Corporation and reimbursement of reasonable expenses incurred on behalf of the Corporation.

Article 3 — Membership

3.1 One class of members

The Corporation shall have one class of members (“Voting Members”). Each Voting Member is entitled to receive notice of, attend, and vote at all meetings of members.

3.2 Admission

An individual who is at least 18 years of age and who supports the purposes of the Corporation may be admitted as a Voting Member by resolution of the Board or by such other process as the Board may establish.

3.3 Membership term and renewal

Membership is annual unless otherwise determined by the Board. The Board may establish renewal procedures and may require a membership application or renewal confirmation.

3.4 Membership fees

The Board may, by resolution, establish membership fees, if any, and the manner of payment. A member in default of any fees for more than 30 days may be suspended until fees are paid.

3.5 Non-transferability

Membership is not transferable and automatically ceases upon death of the member.

3.6 Resignation

A member may resign by delivering written notice to the Corporation. Resignation is effective upon receipt unless a later date is specified.

3.7 Discipline, suspension, and termination

The Board may suspend or terminate a membership for cause, including conduct that is contrary to the purposes of the Corporation or that may harm the Corporation. Before a decision is made, the member shall be given notice of the proposed action and a reasonable opportunity to respond. The Board’s decision is final, subject to the Act.

Article 4 — Meetings of Members

4.1 Annual meeting

The Corporation shall hold an annual meeting of members in accordance with the Act. Business at the annual meeting shall include: (a) receiving financial statements, (b) appointing a public accountant, if required or elected, (c) electing directors, and (d) any other business properly brought before the meeting.

4.2 Special meetings

Special meetings of members may be called by the Board or as otherwise required by the Act.

4.3 Notice

Notice of a meeting of members shall be given in accordance with the Act and shall include the date, time, and place (or electronic means) of the meeting and the general nature of the business to be transacted.

4.4 Quorum

Quorum for the transaction of business at a meeting of members shall be: (a) two (2) Voting Members; or (b) if the Corporation has more than 20 Voting Members, ten percent (10%) of Voting Members, whichever is greater.

4.5 Voting

Each Voting Member has one vote.

Unless the Act or these by-laws provide otherwise, questions are decided by a majority of votes cast.

Votes may be taken by show of hands, ballot, or by electronic means, as permitted by the Act and as determined by the Chair of the meeting.

4.6 Proxies

A member entitled to vote may vote by proxy if the Act permits and the proxy is submitted in the form and manner required by the Corporation and within any deadline set out in the notice of meeting.

4.7 Participation by electronic means

Meetings of members may be held by telephonic, electronic, or other communication facilities as permitted by the Act, provided all participants can communicate adequately with each other during the meeting.

4.8 Chair and rules of order

The Chair of the Board (or, if absent, another director chosen by the Board) shall preside as Chair at meetings of members. The Chair may set reasonable rules of order and procedure to conduct the meeting efficiently and fairly.

4.9 Minutes

The Corporation shall keep minutes of members’ meetings in the corporate records.

Article 5 — Directors

5.1 Number of directors

The Board shall consist of not fewer than 3 and not more than 10 directors, as set out in the Corporation’s articles or as amended from time to time.

5.2 Eligibility

Directors must meet the qualifications set out in the Act. Directors should be committed to the purposes of the Corporation and act at all times in the best interests of the Corporation.

5.3 Election and term

Directors shall be elected by the members at the annual meeting. Directors shall hold office for a term of two (2) years, or until their successors are elected, whichever occurs first. The Board may, for continuity, implement staggered terms.

5.4 Term limits

A director may serve a maximum of three (3) consecutive terms unless the members resolve otherwise by ordinary resolution at an annual meeting.

5.5 Resignation and removal

A director may resign by delivering written notice to the Corporation. A director may be removed by the members in accordance with the Act.

5.6 Vacancies

A vacancy on the Board may be filled in accordance with the Act by the remaining directors, if permitted, or by the members.

5.7 Remuneration and expenses

Directors shall serve without remuneration. Directors may be reimbursed for reasonable expenses incurred in the performance of their duties, in accordance with financial policies approved by the Board.

Article 6 — Meetings of Directors

6.1 Meetings

The Board may meet as often as necessary to carry out the affairs of the Corporation. Meetings may be held in person or by electronic means as permitted by the Act.

6.2 Notice

Notice of a meeting of directors shall be given at least 2 days in advance, unless all directors waive notice or are present and do not object to the transaction of business.

6.3 Quorum and voting

A majority of the number of directors constitutes quorum. Each director has one vote. Questions are decided by a majority of votes cast.

6.4 Written resolutions

A resolution in writing signed by all directors entitled to vote on the resolution is as valid as if it had been passed at a meeting of directors, as permitted by the Act.

6.5 Committees

The Board may appoint committees and delegate powers to them to the extent permitted by the Act. The Board remains responsible for oversight of any committee.

Article 7 — Officers

7.1 Appointment

The Board may appoint Officers, including a Chair (or President), a Vice-Chair, a Treasurer, and a Secretary, and may appoint such other Officers as it considers necessary. Officers shall have the powers and duties set by the Board.

7.2 Duties (minimum)

Chair/President: provides leadership to the Board; chairs meetings of members and directors (unless otherwise appointed); represents the Corporation as authorized.

Treasurer: oversees financial reporting and controls; ensures proper books and records are maintained; presents financial statements to the Board and members.

Secretary: maintains corporate records, minutes, and notices; ensures required filings and records are kept.

7.3 Removal and vacancy

An Officer may be removed by the Board at any time. Vacancies may be filled by the Board.

Article 8 — Conflict of Interest

8.1 Duty to disclose

Any director or officer who has an actual or potential conflict of interest in a matter before the Corporation shall disclose the nature and extent of the interest promptly and in accordance with the Act.

8.2 Abstention

A person who discloses a conflict of interest shall not vote on any resolution to approve the matter and shall refrain from participating in the discussion except to provide information at the request of the Board or committee, all as permitted by the Act.

8.3 Recording

The disclosure and any abstention shall be recorded in the minutes. The Corporation may require annual conflict of interest declarations from directors and officers.

8.4 No private benefit

The Corporation shall not enter into transactions that provide an undue private benefit to any director, officer, member, or related person. Any permitted compensation must be reasonable and for services actually rendered.

Article 9 — Signing Authority and Contracts

9.1 Signing authority

The Board shall, by resolution, designate the persons authorized to sign contracts, documents, and instruments on behalf of the Corporation. Unless otherwise resolved, any two of the Chair/President, Treasurer, or Secretary may sign on behalf of the Corporation.

9.2 Banking and payments

All cheques, drafts, or orders for payment of money shall be signed by such officers or persons as the Board may designate by resolution. The Board may establish signing limits and require two signatures for payments above a threshold set by the Board.

9.3 Contracts

The Board may approve contracts and commitments and may delegate authority to officers within limits set by resolution. Contracts outside approved limits require Board approval.

Article 10 — Financial Management and Controls

10.1 Fiscal year

The fiscal year end of the Corporation shall be determined by the Board.

10.2 Budget and oversight

The Board shall approve an annual operating budget and shall review financial reports at least quarterly, or more frequently as the Board determines.

10.3 Books and records

The Corporation shall maintain complete and accurate books and records of account. Records shall be retained in accordance with a record retention policy approved by the Board.

10.4 Donations and restricted funds

Donations received for specific purposes shall be used for those purposes. Restricted funds shall be tracked separately in the accounting records.

10.5 Financial assistance controls

If the Corporation provides financial assistance (including emergency microgrants), the Board shall approve a written program policy that includes eligibility criteria, documentation requirements, approval workflow, and recordkeeping to demonstrate that assistance furthers the Corporation’s charitable purposes.

10.6 Public accountant and financial statements

The members shall appoint a public accountant if required by the Act or if the members elect to do so. The Corporation shall present annual financial statements to the members in accordance with the Act.

Article 11 — Indemnification and Insurance

11.1 Indemnification

The Corporation may indemnify directors, officers, and other persons to the extent permitted by the Act.

11.2 Insurance

The Corporation may purchase and maintain insurance for the benefit of directors and officers to the extent permitted by the Act.

Article 12 — Amendments

12.1 Amendments by members

These by-laws may be amended, repealed, or replaced by special resolution of the members, in accordance with the Act. Any amendment that affects the charitable purposes or other charity-related provisions should be reviewed for compliance with the Income Tax Act (Canada) and CRA requirements.

Article 13 — Dissolution

13.1 Distribution on dissolution

On liquidation and dissolution of the Corporation, after payment of liabilities, any remaining property shall be distributed to one or more qualified donees, in accordance with the Act, the Income Tax Act (Canada), and the Corporation’s articles.