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2022
ROYAL CANADIAN AIR FORCE ASSOCIATION BY LAWS
OF 441 (HURONIA) WING BARRIE, ONTARIO
Dated: APRIL 13, 2022 441 (HURONIA) WING
Contents
ARTICLE 1 - GENERAL .................................................................................................................. 1
101. Principles and Policy ............................................................................................................ 1
102. Mission Statement ............................................................................................................... 1
103. Objective ................................................................................................................................. 1
104. Terms, Abbreviations and Definitions .......................................................................... 1
105. Composition of the Wing ................................................................................................. 2
106. Badges and Insignia ........................................................................................................... 2
107. Corporate Seal ..................................................................................................................... 2
ARTICLE 2 - ORGANIZATION ................................................................................................... 2
201. Board of Directors ............................................................................................................... 2
202. Signing Officers ................................................................................................................... 3
203. Qualification for Holding Office .................................................................................... 4
204. Vacant Offices........................................................................................................................ 4
205. Removal from office ........................................................................................................... 4
206. Members’ Meetings ............................................................................................................ 5
207. Special Meetings .................................................................................................................. 5
ARTICLE 3 - MEMBERSHIP .......................................................................................................... 6
301. Eligibility for Regular Membership ................................................................................ 6
302. Joint Membership ................................................................................................................. 7
303. Eligibility for Honorary Membership ............................................................................ 7
304. Life Membership .................................................................................................................. 7
305. Membership Application ................................................................................................... 7
306. Membership Year ................................................................................................................. 7
307. Dues in arrears ...................................................................................................................... 7
308. Reinstatement of members .............................................................................................. 7
ARTICLE 4 - MISCELLANEOUS .................................................................................................. 7
401. Audit of Wing Accounts ...................................................................................................... 7
402. Changes to these By-Laws ................................................................................................ 8
403 Roberts Rules of Order ........................................................................................................ 8
404. Dissolution .............................................................................................................................. 8
ARTICLE 5 - WING RULES AND REGULATIONS..................................................................... 8
501. Expulsion and Suspension of Members ........................................................................ 9
502. Dress Regulations ................................................................................................................. 10
Appendix A ....................................................................................................................................... 11
Protection of the Board of Directors ....................................................................................... 11
ARTICLE 1 - GENERAL
101. Principles and Policy
a) The principles and policy of the Wing, as set forth within these By-Laws, shall comply with the principles and policies of the RCAF Association as prescribed in Booklet 100A.
b) The Wing shall be democratic and non-sectarian, and shall not be affiliated with, nor connected directly or indirectly, with any political party or organization.
c) The Wing shall stand for; i. loyalty to the reigning Sovereign;
ii. the principles of democratic and ordered government; and
iii. strong and united comradeship among all those who serve, or have served in any aspect of Military or Civil aviation.
d) The Wing shall be an all-ranks organization insofar as its military or ex-military members are concerned, and no member shall be entitled to precedence for any reason other than by virtue of elected standing in the Wing.
102. Mission Statement
The Wing is a not-for-profit service organization composed of aviation-minded members, established to remind Canadians of their country’s aeronautical tradition and history, to support Canada’s Air Force and to support and encourage the civil aviation component within the country.
103. Objective
The purpose of 441 (Huronia) Wing of the Royal Canadian Air Force Association is:
a. To preserve and perpetuate Canada’s Air Force history, in cooperation with other likeminded associations, where applicable, by assisting with the development, maintenance and growth of Canada’s aviation museums, their collections and artefacts for the benefit of all Canadians;
b. To inspire and educate our youth in Canada’s rich Air Force history, especially those accepted into the Royal Canadian Air Cadets;
c. To support and enhance Canada’s aerospace capabilities in conjunction with other similarly focused organizations;
d. To educate and inform the public on the activities of Canada’s Royal Canadian Air Force in particular; and
e. To lend support for air force veterans in need.,
• Association shall mean The Royal Canadian Air Force Association.
• Wing shall mean the Corporation of 441 (Huronia) Wing of The Royal Canadian Air Force Association.
• Board shall mean the Board of Directors of 441 (Huronia) Wing as defined in Section 201.
• Executive shall mean the 441 (Huronia) Board of Directors.
• By-Laws shall mean all by-laws, including special by-laws, of the Corporation or Wing as amended from time to time.
104. Terms, Abbreviations and Definitions
• Ordinary resolution (majority vote of members)
• Special resolution (two thirds vote of members at a special meeting)
• Member or membership shall mean an individual member or membership in the Wing as defined in Article 301.
• Members’ Meetings means a regular meeting of the Wing’s membership.
• Annual General Meeting – a meeting during which a new set of Directors is elected.
• ‘the Act’ shall mean The Ontario Not-For-Profit Corporations Act as amended from time to time.
• words importing male persons shall include female all recognized gender persons.
• words in the singular include the plural, and words in the plural include the singular.
105. Composition of the Wing
a. The Wing shall be composed of members as defined in Article 301.
b. The affairs of the Wing shall be conducted by the Board of Directors (Board). The Board may exercise such powers and do such acts and things as may be done by the Corporation, other than those expressly required by statute, Articles or By-Laws, to be done by the Corporation at a Members’ Meeting or at an Annual General Meeting.
c. Members of the Wing who are citizens of, or residents in, the United States of America, shall maintain and uphold the aims, objects and principles of the Wing insofar as they are consistent with the allegiance those members owe to the United States of America.
d. The Head Office of the Wing shall be in the city of Barrie in the province of Ontario, at a place therein where the offices of the Wing may from time to time be situated.
e. The financial year of the Wing shall be from July 1st to June 30th of the following year.
106. Badges and Insignia
Official badges and insignia of the RCAF Association, along with their wearing and display, shall be designated by the National Executive Council of the Association and documented in RCAF Association Booklet 108.
107. Corporate Seal
The Corporate seal of the Wing shall be in the custody of the Chair of the Wing.
108. Record Keeping
All records shall be retained at a place therein where the offices of the Wing may from time to time be situated and at minimum shall include the following:
(a) Articles, By-Laws and amendments to them;
(b) Minutes of Board, General, Special and Committee meetings and any resolutions
from them;
(c) Register of Board Directors and Wing Officers;
(d) Register of Membership;
(e) Accounting records adequate to enable the Directors or auditors to ascertain the
financial position of the Wing/Corporation;
(f) Register of Ownership Interests; and
(g) Register of Debt Obligations
ARTICLE 2 - ORGANIZATION
a. The Board of Directors shall consist of eleven (11) elected members who shall be appointed to their respective positions (Chair, Vice Chair, Treasurer, Vice Treasurer, Public Affairs, Chair of the Honors and Awards Committee, Chair of the Ad Astral Committee, Website Manager, Chair of the Veterans Liaison Committee, Ceremonial Director and one (1) Director at Large) by the elected members of the Board.
b. The Board shall appoint a Secretary who will be a non-voting member.
c. The term of office shall be two years, or until their successor is elected.
d. Board members may be reelected at the end of their current term but not for more than two consecutive terms, following which they will not be eligible for re-election until one additional 2-year term has expired.
e. The terms for the Board members will be offset by one year so that six (6) of the Board members will be elected in year one and the remaining five (5) members in the following year.
f. If a Board member dies, resigns or is removed from their position, the Board may appoint a member to replace the director but the term of office will be the unexpired term of their predecessor.
g. The number of appointed directors cannot exceed 1/3 of the number elected at the last Annual General Meeting.
h. Directors must, within 10 days, confirm in writing consent to hold office or they are not deemed to have been elected or appointed.
i. Meetings of the Board shall be held at such time and place as determined by the Chair and Vice-Chair or any four directors. The Secretary shall call the meeting when directed. Notice shall be given to each Director not less than 48 hours prior to the start of the meeting.
j. Each newly elected Board may, without notice, hold its first meeting immediately following the Annual General Meeting of the Wing at which such Board was presented, provided the quorum of Directors is present. A quorum shall be the majority (four) of the Directors elected.
k. At all meetings of the Board, every question shall be decided by the majority of the votes cast. In the event of a tie, the motion is defeated.
l. A quorum of Directors must be maintained throughout the meeting of the Board of Directors.
m. Board meetings may be held in-person, virtually (telephonic or internet) or by a hybrid of in-person and virtual.
n. The use of proxies or delegates is not permitted at Board meetings
o. A resolution signed by all the Directors is as valid as if it were passed at a meeting of the Board of Directors.
p. Directors are required to disclose the nature and extent of any interest that they have in any existing or proposed “material contract or transition”.
q. Limits of liability and indemnity of the Board of Directors are included as Appendix A to these By Laws
201. Board of Directors
a. The Board of Directors shall consist of eleven (11) elected members who shall be appointed to their respective positions (Chair, Vice Chair, Treasurer, Vice Treasurer, Public Affairs, Chair of the Honors and Awards Committee, Chair of the Ad Astral Committee, Website Manager, Chair of the Veterans Liaison Committee, Ceremonial Director and one (1) Director at Large) by the elected members of the Board.
b. The Board shall appoint a Secretary who will be a non-voting member.
c. The term of office shall be two years, or until their successor is elected.
d. Board members may be reelected at the end of their current term but not for more than two consecutive terms, following which they will not be eligible for re-election until one additional 2-year term has expired.
e. The terms for the Board members will be offset by one year so that six (6) of the Board members will be elected in year one and the remaining five (5) members in the following year.
f. If a Board member dies, resigns or is removed from their position, the Board may appoint a member to replace the director but the term of office will be the unexpired term of their predecessor.
g. The number of appointed directors cannot exceed 1/3 of the number elected at the last Annual General Meeting.
h. Directors must, within 10 days, confirm in writing consent to hold office or they are not deemed to have been elected or appointed.
i. Meetings of the Board shall be held at such time and place as determined by the Chair and Vice-Chair or any four directors. The Secretary shall call the meeting when directed. Notice shall be given to each Director not less than 48 hours prior to the start of the meeting.
j. Each newly elected Board may, without notice, hold its first meeting immediately following the Annual General Meeting of the Wing at which such Board was presented, provided the quorum of Directors is present. A quorum shall be the majority (four) of the Directors elected.
k. At all meetings of the Board, every question shall be decided by the majority of the votes cast. In the event of a tie, the motion is defeated.
l. A quorum of Directors must be maintained throughout the meeting of the Board of Directors.
m. Board meetings may be held in-person, virtually (telephonic or internet) or by a hybrid of in-person and virtual.
n. The use of proxies or delegates is not permitted at Board meetings
o. A resolution signed by all the Directors is as valid as if it were passed at a meeting of the Board of Directors.
p. Directors are required to disclose the nature and extent of any interest that they have in any existing or proposed “material contract or transition”.
q. Limits of liability and indemnity of the Board of Directors are included as Appendix A to these By Laws
202. Signing Officers
Deeds, transfers, assignments, contracts and obligations of the Wing may be signed by the Chair, Treasurer, Vice Treasurer and a fourth, named member of the Board. The Board of Directors may direct which instruments may be signed, and by whom. No signatories to any document shall be related by blood, marriage or common law relationship to any other signatory on the document.
203. Board of Directors
a. The term of office for all members of the Board of Directors, shall be from 1 July to 30 June of the following year, or until their successor is appointed.
b. Although a Board member may represent more than one position, they are entitled to only one vote.
c. The Board of Directors shall hold meetings at 6 pm on the second Tuesday of each month, excluding July, August and December. A majority of the members of the Board shall constitute a quorum for the transaction of any business.
At meetings of the Board, all questions will be decided by a majority of the votes cast. In the event of a tie, the Chair may cast the deciding vote.
204. Qualification for Holding Office
Only members may hold office on the Board of Directors. Any member who is a full time, regular, part-time or casual employee of the Wing who receives directly, or indirectly, any salary or wages for or on account of any service rendered to the Wing, shall not be eligible to serve on the Board
205. Nominations/Elections
a) Nominations for a minimum of seven (7), and a maximum of fourteen (14) members required to fill the positions on the Board of Directors will be accepted at the Nomination Meeting in April of each year. Only members may be nominated.
b) Nominations are preferred by Advance Notice a minimum of 30 days prior to the April meeting but will also be accepted from the floor at the April nominations meeting. Nominations will be reopened at the General Meeting in May if fewer than seven (7) nominations are received, and may be reopened if eight (8), but less than fourteen (14) nominations are received.
c) The elected candidates will assemble, prior to the June Members’ Meeting, and will appoint members to fill the vacant positions on the Board and will appoint a Secretary.
d) The selected Board of Directors and Secretary will be installed at the June Members’ Meeting. a. In the event of a vacancy occurring in the office of Chair a new office holder shall be selected from the remaining elected members of the Board by a majority vote from all Board members.
b. Any vacancy on the Board of Directors, up to 1/3 of the total Board members, may be filled by election of the remaining Board members. The term of office for an appointed Board member shall be until the next Annual General Meeting.
c. If unable to fill the vacant office from Board members, the Board may appoint a non-elected member from general membership to the office. Initial deference should be given to an election nominee with the most voting ballots that was not elected to the Board. If a voting ballot tie exists between two (2) of these nominees the Board will vote to select their preferential nominee;
d. Any member of the Board of Directors who, without just cause, absents himself from three consecutive, or total of five Board, Executive or General meetings, shall be considered to have resigned. The vacancy, with the exception of the Chair or Vice-Chair, shall be filled by appointment made by a quorum of the remaining members of the Board of Directors.
e. Should a member of the Board of Directors resign their position for other than health or personal (family) reasons, they will be ineligible to be nominated for a position on the Board of Directors for a period of two years after their resignation is accepted.
206. Vacant Offices
a. In the event of a vacancy occurring in the office of Chair a new office holder shall be selected from the remaining elected members of the Board by a majority vote from all Board members.
b. Any vacancy on the Board of Directors, up to 1/3 of the total Board members, may be filled by election of the remaining Board members. The term of office for an appointed Board member shall be until the next Annual General Meeting.
c. If unable to fill the vacant office from Board members, the Board may appoint a non-elected member from general membership to the office. Initial deference should be given to an election nominee with the most voting ballots that was not elected to the Board. If a voting ballot tie exists between two (2) of these nominees the Board will vote to select their preferential nominee;
d. Any member of the Board of Directors who, without just cause, absents himself from three consecutive, or total of five Board, Executive or General meetings, shall be considered to have resigned. The vacancy, with the exception of the Chair or Vice-Chair, shall be filled by appointment made by a quorum of the remaining members of the Board of Directors.
e. Should a member of the Board of Directors resign their position for other than health or personal (family) reasons, they will be ineligible to be nominated for a position on the Board of Directors for a period of two years after their resignation is accepted.
207. Removal from office
The Wing, at a Special or Annual General Meeting, may remove from office any member of the Board of Directors or for just cause. Grounds for removal from office include:
• breach of Wing By-Laws, rules or regulations;
• conduct which brings the Wing into discredit (not only at a Wing or private function);
• knowingly making a false charge against another member;
• theft or misappropriation of Wing funds or property;
• disruptive behaviour toward other members of the WEC such that conduct of business is impossible; or
• failure to perform the duties to which he was elected.
Any member of the WEC may be removed by an ordinary resolution (majority vote) at a Special Meeting, or at an Annual General Meeting where the notice of that meeting mentioned the intent to remove that member.
208. Members’ Meetings
a. Members’ Meetings shall be held at 7 pm on the second Tuesday of the months of January, February, March, April, May, June, September, October and November. All Regular members in good standing shall be entitled to attend, and to vote at, General or Special Meetings on items of RCAFA and/or 441 (Huronia) Wing matters.
b. Not less than 10 days’ notice of any Members’ Meeting will be given to the members in good standing. Such notice will be communicated to the members by telephone, in the Wing monthly bulletin, ordinary or electronic mail, wing website or appropriate newspaper advertisement.
c. Members of the Association who have been accepted for membership, but not initiated, may attend any Regular or Special General Meetings, but are not entitled to vote.
d. All questions submitted at the meeting shall be decided by a majority vote of the eligible members present and in good standing. The vote will be conducted by a show of hands, unless a member demands a ballot. A member may demand a ballot before or after any vote. In the event of a tie, the Chair has the deciding vote.
e. A quorum at a Members’ or Special Meeting shall be at least 10% of the regular membership of the Wing at the time of the meeting.
209. Special Meetings
The Chair, or any three elected members of the Board of Directors, may call a special meeting of the Board at any time. Notice of such meeting shall be given to each member of the Board of Directors by mail, e-mail, personal contact or by telephone at least two days prior to the scheduled meeting.
Members may request Special Meeting under the following conditions:
• 10% of the regular members request the meeting.
• A notice of the request for the Special Meeting, with the reasons for the request, is forwarded to each member of the Board of Directors.
• The notice must contain the signatures of the members requesting the Special Meeting.
210 Annual General Meetings
An Annual General Meeting shall be held normally in May of each year but it must be held no less than 15 months from the previous General Meeting. At the Annual
General Meeting, at a minimum, the following issues must be conducted:
• Consideration of the financial statements and of the review engagement;
• Election of Directors; and
• Appointment of the person to conduct the review engagement. • Is serving in the Regular or Reserve forces of the Royal Canadian Air Force or any other of the reigning Sovereign’s Air Forces, or has been honourably released;
• Has served in, and has been honourably released from the Royal Air Force Ferry Command;
• Is serving or has been honourably released from the Air Services of the Royal Canadian Mounted Police;
• Has served and has been honourably released from Allied Air Forces;
• Is serving as an Officer in the Cadet Instructor Cadre (CIC) or as a Civilian Instructor, in support of the Royal Canadian Air Cadet program, or has been honourably released from the aforementioned;
• Has served as an Air Cadet for two years and was in good standing at the time of their departure from their Air Cadet Squadron, and who has reached the age of majority for this area of residence;
• Has been employed for a minimum of two years by the Department of National Defense in support of military aviation, or who has been honourably released after a minimum of two years’ service;
• Is employed as a civilian pilot, navigator or flight engineer, or was honourably released;
• Is directly involved with the flying or maintenance of civilian aircraft or was honourably released;
• Has been employed for two years in civil aviation by a Federal or Provincial Ministry, or who has been honourably released after two years’ service.; or
• Any other person as may, from time to time, may be considered for membership at a Wing meeting
ARTICLE 3 - MEMBERSHIP
301. Eligibility for Regular Membership
Regular membership is open to any person of good character who:
• Is serving in the Regular or Reserve forces of the Royal Canadian Air Force or any other of the reigning Sovereign’s Air Forces, or has been honourably released;
• Has served in, and has been honourably released from the Royal Air Force Ferry Command;
• Is serving or has been honourably released from the Air Services of the Royal Canadian Mounted Police;
• Has served and has been honourably released from Allied Air Forces;
• Is serving as an Officer in the Cadet Instructor Cadre (CIC) or as a Civilian Instructor, in support of the Royal Canadian Air Cadet program, or has been honourably released from the aforementioned;
• Has served as an Air Cadet for two years and was in good standing at the time of their departure from their Air Cadet Squadron, and who has reached the age of majority for this area of residence;
• Has been employed for a minimum of two years by the Department of National Defense in support of military aviation, or who has been honourably released after a minimum of two years’ service;
• Is employed as a civilian pilot, navigator or flight engineer, or was honourably released;
• Is directly involved with the flying or maintenance of civilian aircraft or was honourably released;
• Has been employed for two years in civil aviation by a Federal or Provincial Ministry, or who has been honourably released after two years’ service.; or
• Any other person as may, from time to time, may be considered for membership at a Wing meeting
302. Joint Membership
If an individual and spouse are both eligible to be members, they shall be considered as a Dual Membership and an appropriate fee will be levied.
303. Eligibility for Honorary Membership
Honorary Membership in the Wing may be extended to any person who supports the Principle, Aims and Objectives of the Association, and who has contributed substantially to the welfare of the Association, or the advancement of its Aims and Objectives. No membership fees will be charged by the Wing, but the Honorary Membership must be renewed annually.
304. Life Membership
Life membership may be extended to a regular member who has rendered outstanding and
faithful service, and has not less than 20 years continuous membership. Nominations are made by the Wing Chair and approved by the Board of Directors, but must be approved by the National Executive Council.
305. Membership Application
Applications for any type of membership or reinstatement must be in writing on the approved form, signed by the applicant and a sponsor. All applications must be approved by the Board of Directors prior to being forwarded to National Headquarters.
306. Membership Year
The membership year of the Wing shall be from July 1st until June 30th of the following year.
307. Dues in arrears
a. Members whose dues are in arrears by three months (end of September) shall be suspended from all rights and privileges in the Wing. Membership in good standing may be restored by paying full dues for the current year.
b. Members whose dues are in arrears by one year shall forfeit membership in the Wing, and must re-apply for membership and pay the appropriate fee as new applicants.
308. Reinstatement of members
Reinstatement of former members whose dues are over one year in arrears, shall be handled in a manner similar to initial application, and must be approved by the Board of Directors.
ARTICLE 4 - MISCELLANEOUS
401. Audit of Wing Accounts
a) An Audit Committee may be appointed to annually to conduct a review of the accounts of the Wing.
b) A Review Committee shall be appointed to report the fiscal year annually to the Board of Directors. The reports shall be tabled at the first General Meeting following their receipt.
c) The Review Committee must include at least one member who is independent of the corporation, any of its affiliates and the directors of the corporation and its affiliates and who is qualified to conduct a Review Engagement under the terms of the Public Accounting Act, 2004.
d) A letter confirming that the Review Committee has found that the Wing’s Financial Statement and Membership Accounting Information are in good standing shall be signed by the three regular members of the Audit Committee who conducted the review and sent to the Regional Director once reviewed by the Board.
402. Changes to these By-Laws
A special resolution (2/3 majority) by the membership is required to make, amend or repeal by-law provisions.
403 Roberts Rules of Order
Roberts Rules of Order is the Wing standard guide to parliamentary procedures.
404. Dissolution
To be in compliance with the Ontario Not for Profit Corporations Act of 2011, should the Corporation be dissolved, and after payment of all debts and liabilities, the remaining property and assets shall be distributed and disposed of in a manner consistent with the Ontario Not for Profit Corporations Act of 2011, Part X11, section 167 (1) (d) (i) (B). Such distribution shall be determined by the Board of Directors in place at the time of dissolution, subject to the approval of the members.
ARTICLE 5 - WING RULES AND REGULATIONS
501. Expulsion and Suspension of Members
. a. After due investigation of a complaint by a member against another member, the Board of Directors may suspend and/or expel any member of the Wing for: • a breach of their obligations to the Wing and/or Association;
• a breach of their obligations to the Wing and/or Association;
• a breach of the By-Laws, rules or regulations;
• profane or disorderly conduct in or about any place where any event is being carried on under Wing auspices or control;
• knowingly making a false charge against a member;
• conduct which brings the Wing into discredit.; or
• theft or misappropriation of Wing funds or property.
NOTE: Any suspension/expulsion applies only to 441 (Huronia) Wing membership, and does not preclude a member from retaining their membership in the RCAFA
b. Request for suspension or expulsion should be submitted, in writing, to the Chair and the member concerned should be given the opportunity to plead his case at the next Board of Directors meeting.
c. In the event that the Board of Directors expels or suspends a member, or rejects an application for membership, the Secretary shall report such expulsion, suspension or rejection to both the Group and National Executive Councils.
d. After due investigation, the Secretary of the RCAF Association, or the Secretary of the Wing, shall report to the Board of Directors. The individual concerned will be informed as to his acceptance or otherwise as a member of the Association and the Wing.
e. Subject to extenuating circumstances approved by the Board of Directors, any individual currently barred or suspended from the Canadian Forces Messes, The Royal Canadian Legion, Royal Canadian Air Force Association Wings or Service Clubs will not be permitted on Wing premises.
ARTICLE 6– DRESS REGULATIONS
The Wing will conform to the Dress Regulations as outlined by the National RCAF Association Booklet 108.
https://www.rcafassociation.ca/wp-content/uploads/2018/12/booklet-108-
a. Wearing of 441 Wing golf-style shirts is encouraged;
b. Jeans are acceptable if in good condition (no torn fabric);
c. Short shorts, bathing trunks or gym shorts, are NOT permitted;
d. Sweaters or clean shirts with collars are acceptable, providing there are no vulgar or offensive slogans or illustrations on them;
e. Tank tops, muscle shirts, mini-skirts, net shirts, singlets and attire with bare midriffs are NOT permitted;
f. Footwear must be worn;
g. Other than for medical or religious reasons, non-RCAF Association head dress will NOT be worn at the Wing functions. Exceptions will be made for a Board approved ‘theme’ function; and
h. Any dress regulation approved by the Board for a specific event shall take precedence over normal dress regulations, although members may wear the full RCAFA uniform or summer dress at a meeting if they wish.
The regulations provide the Board of Directors with the flexibility to define acceptable ‘casual dress’ for its members and the occasions when it may be worn.
Acceptable ‘Casual Dress’ standards for 441 Wing are:
Appendix A To RCAFA By Laws of 441(Huronia) Wing
Protection of the Board of Directors
A. Limitation of Liability - No director or officer of the Corporation shall be liable for: • the acts, receipts, neglects or defaults of any other director, officer or employee;
• any loss, damage or expense incurred by the Corporation through the insufficiency or deficiency of title to any property acquired for, or on behalf, of the Corporation;
• the insufficiency or deficiency of any security in which any of the monies of the Corporation has been invested;
• any loss or damage arising from bankruptcy, insolvency or illegal acts of any person with whom any of the monies, securities or effects of the Corporation shall be deposited;
• any loss occasioned by any error of judgement or oversight on their part; or
• any other loss, damage or misfortune which shall happen in the execution of the duties of their office, or in relation thereto, unless the same are occasioned by their own willful neglect.
B. Indemnity Every director and officer of the Corporation, and their heirs, executors and administrators, shall, at all times, be indemnified and saved harmless out of the funds of the Corporation, only from and against;
• all costs, charges and expenses whatsoever such director or officer sustains or incurs as a result of any action, suit or proceeding that is brought against them for, or in respect of, any action, done or permitted by them in the execution of the duties of his office; and
• all other costs, charges and expenses they sustain or incur in or about, or in relation to the affairs of the Corporation;
• except such costs, charges and expenses as are occasioned by their own negligence or default, or failure to act honestly and in good faith in the best interests of the Corporation.
C. Insurance The Corporation may purchase and maintain such errors and omissions insurance for the protection of the directors and officers as the Board may determine