1. Ontario Disability
Employment Network
October 18, 2012
On behalf of the Ontario Disability Employment Network I am writing to inform
you that you are invited to the 2012 Annual General Meeting (AGM) which will
take place at the Nottawassaga Inn, in Alliston, Ontario on Friday November 9th.
The meeting will commence at 8:00 a.m. with breakfast included. The AGM
voting will be open only to members who are fully paid.
Please find attached a copy of the 2012 AGM Agenda, 2011 AGM minutes,
ORWC By-Laws and the new ODEN By-Laws.
The board of directors look forward to seeing you and thank you for your
continued support.
Yours sincerely,
Chris Guillemette
Secretary/ODEN Board Member

2. ONTARIO DISABILITY
EMPLOYMENT NETWORK
ANNUAL GENERAL MEETING
November 8.2012
NOTTAWASSAGA INN ALLISTON
AGENDA
1. Welcome
2. Approval of Agenda -motion
3. Approve 2011 AGM minutes
4. 2012 ODEN in Review
5. Annual Financial statement -motion
6. Auditor research 2012-13 -motion
7. Board /Executive Introductions
8. Board nominations 2012-13 -motion
9. Motion to close nominations
10. Presentation of Slate of Officers
2012-13 -motion
11. Motion to accept new bylaws
12. Motion to Adjourn

3. Ontario Disability Network Annual General Meeting - November 4, 2011
Meeting Commenced at 8:15 a.m.
Debbie Soucie welcomed all in attendance. The ODEN Mission Statement was read.
Motion to Approve the Agenda: Mover: Mike Adair
Seconder: Cheryl Massa
Introductions of Board/Executive Introductions:
Co Chair Bob Vansickle Sarnia
Co Chair Debbi Soucie Barrie Orillia
Treasurer Cheryl Mass London
Secretary Chris Guillemette North Bay
Director Grace Parker Midland
Director Kelly Armitage Kingston
Director Richard Plummer Ottawa
Director Kate Rea Barrie Orillia
ED Joe Dale
Financial Statement, motion to approve the statement
Mover: Bob Vansickle
Seconder: Mike Adair
Motion for the Treasure and one director to research, and with board approval, appoint a financial
auditor for 2011-2012.
Mover: Bob Vansickle
Seconder: Kelly Armitage

4. Kate Rea will be stepping down as a Board Member and we would like to thank Kate for her
involvement and contributions with the various ODEN events. Mike Adair will also be stepping down.
Mike was an ODEN supporter before ODEN even existed. His eagerness to have and be a part of a
provincial network has been a driving force behind the actual growth and existence of ODEN. His
enthusiasm has often kept us going. Mike’s contribution of many hours to our website will remain with
us.
Board Nominations for 2011-2012
Bob Vansickle – Chair
Debbi Soucie – Vice Chair
Cheryl Massa – Treasurer
Chris Guillemette – Secretary
Grace Parker – Director
Kelly Armitage – Director
Richard Plummer – Director
Gord Ryall - Director
Gord Ryall is having his name stand as a new Director with ODEN - Debbie went over his bio to provide
an introduction of Gord.
Motion to approve Slate of Officers and Directors for 2011-12
Mover: Kate Rea
Seconder: Susan Howatt
Motion to close the nominations
Mover: Bob Vansickle
Seconder: Kate Rea
Executive Directors Report – Joe Dale
Highlights for ODEN this year
ODEN held a one day forum in April for a Common Voice – it was the first steps to unifying a voice for
the sector. We were able to identify a number of key actions. After the forum the board spent a couple
of days working on a work plan based on the key things identified at the forum.

5. Champions League – six meetings have been held this year with the Lt Governor. Really strong
opportunities in connecting with the business community have occurred this year. Mayors Challenge is
happening within a number of communities and this year we will be getting involved with the Police
Services
Employment Ontario Task Force- Employment Ontario going to engage ODEN in February to work on
strategies for employment for persons with a disability
Pre-election Campaign Kits were developed and made available to ODEN members and a number of
letters had been written to MPP’s and the potential MPP’s with the message of awareness to identify an
employment first policy framework in Ontario.
Website – continued to update and keep the website active and interactive
ODEN went to several parts of the province convening sessions on the Social Assistance Review. Social
Assistance Review Commission and ODEN will continue working with the commission.
Researching Best Practices –ODEN is working with the Canadian Disability Research for Employment
Service Alliance
Co-hosted a training event in Tillsonberg in May
Skype Board meetings monthly
Motion to adjourn meeting: Mover : Kate Rea
Seconder: Mike Adair.
Meeting Adjourned at 8:40 a.m.
Minutes taken by: Chris Guillemette

6. Ontario Disability
Employment Network
ODEN Membership Constitution
I. Legal Identity
The name of the network shall be Ontario Disability Employment Network (ODEN).
II. Our Vision and Mission
VISION
That all people who have a disability in Ontario have access to the labour force and the ability
to achieve meaningful employment.
MISSION
The Ontario Disability Employment Network is a professional body of employment service
providers united to increase employment opportunities for people who have a disability. Our
mission will be accomplished by:
1. Addressing issues related to removing barriers that limit employment opportunities for
people who have a disability
2. Creating a provincial voice that can speak to government about issues that affect service
delivery and support models and the ability of employment service providers to help people
who have a disability achieve their employment goals
3. Developing marketing initiatives and providing education for the business and corporate
sector about the merits of including people who have a disability in the workforce
4. Improving the skills and competency of employment service providers through networking,
information sharing, training and the promotion of best practice in the sector
5. Creating strategies that provide professional recognition of organizations and those
employees who provide employment supports for people who have a disability
III. Location
The operations of Ontario Disability Employment Network will be based in Ontario.
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7. Ontario Disability
Employment Network
Ontario Disability Employment Network General By-Laws
Definition of Terms
Qualifying Agency: Any agency in Ontario operating services for persons with a disability facing
barriers to employment.
Voting Representative: A salaried employee appointed by a member agency of ODEN.
ODEN: The body of the membership at large, the network of which is laid down in this By-Law.
NETWORK: Ontario Disability Employment Network
Board of Directors: The elected executive body of ODEN consisting of elected officers.
Membership
1. Non-Profit and For Profit Employment Service Providers
o Membership shall be available to agencies in Ontario operating services for
persons with a disability facing barriers to employment. For each paid
membership an organization may have one voting representative. Voting
representatives shall be members of the staff of the organization.
2. Associate & Individual membership – like-minded organizations (E.g., Community
Living Ontario, CACL, CMHA-ON, ODSP Action Coalition, Individuals who share the
Network’s goals and objectives)
The Board of Directors may, from time to time, pass a resolution providing for:
o Associate membership of certain agencies or individuals, having common
interests and aims of the Network, where such agencies or individuals do not
operate employment services or are not employed within an employment
service.
o An Associate Member’s dues shall be paid with their application for associate
membership, the amount to be decided at the discretion of the Board of
Directors, and ratified by the membership at the Annual Meeting.
o Associate members shall be without a vote.
o Associate members may not hold office but may serve on committees or task
forces of the Network.
o Employment Service Providers may not opt for associate membership or
individual membership.
3. Membership – Corporate (E.g., TD Canada Trust, Bell Canada, OLG, Tim Horton’s
Corporate)
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8. Ontario Disability
Employment Network
o Membership shall be available to corporate businesses having common interests
and aims with the Network.
o A Corporate Member’s dues shall be paid with their application for corporate
membership, the amount to be decided at the discretion of the Board of
Directors, and ratified by the membership at the Annual Meeting.
o Corporate members shall be without a vote.
o Corporate members cannot hold office but may serve on committees.
Dues
1. Dues to be paid to ODEN by members will be established at rates and will be payable at
a period which will be recommended by the Board and approved by the membership at
the annual meeting.
2. Dues shall be paid for every employment and non-employment service/business
operated by a member agency.
3. Notice of membership renewal shall be circulated to member agencies within 30 days
of the elapsed date.
Rights and Privileges
1. Every member agency is entitled to representation within the policy of ODEN.
2. Subject to any qualification which may be stipulated in this By-Law, any voting
representative in good standing may be nominated for office, and may hold such office,
if elected, except if s/he should cease to be a regular member in good standing.
Note: In order to be considered a “member in good standing” no membership or event fees can
be out-standing.
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9. Ontario Disability
Employment Network
Ontario Disability Employment Network Fee Schedule:
Operating Associate & Non-Profit and For Corporate
Budget Individual Profit Service
Membership Providers (budget of
(based on total employment related
budget) services, irrespective
of source of funds)
ODSP/CPP $25 N/A Flat Rate: $500
Recipient
$100,000 or $150 $250
less
$101,000 to $200 $350
$250,000
$251,000 to $250 $375
$500,00
$501,000 to $300 $400
$800,000
$801,000 to $500 $400
$1.5 million
$1,501,000 $750 $400
million to $4
million
Over $4 $1000 $400
million
Meetings
1. There shall be an Annual Meeting in every calendar year, and other General Meetings,
may be called at the discretion of the Chair or the written request of five voting
representatives of member agencies.
2. The Annual, or any General meeting, shall be held in such a place as may be
determined by the Board of Directors. Notice of time and place of such meetings shall
be circulated to each voting representative and associate member or member agency
at least 30 days prior to any general meeting.
3. At every Annual Meeting, in addition to any other regular business that may have been
approved on the agenda, there shall be a Director's Report, the presentation of the
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10. Ontario Disability
Employment Network
financial statement, and a review of the year’s activities. Reports from each current
Committee shall be made available.
4. The agenda for the Annual Meeting shall be approved by the voting representatives on
a majority vote at the commencement of the Annual Meeting. Any member agency
wishing to bring a special concern to the notice of the Annual Meeting shall notify the
Board of Directors at least 20 days in advance of the Annual Meeting. The Board of
Directors shall forward the proposed agenda of the Annual Meeting to voting
representatives and associate members at least 15 days before the Annual Meeting.
The Board of Directors may also introduce materials which it feels is relevant at the
time of the meeting.
5. The voting representatives at a General Meeting may consider and transact any
business that has been referred to in the notice of meeting.
Annual Meeting and General Meeting
1. Each qualifying agency shall be entitled to one vote.
2. A simple majority of votes is sufficient to carry a motion.
3. When a voting representative is unable to attend the Annual meeting the member
agency may delegate a substitute.
4. The presence of voting representatives or proxy delegates of a majority of members’
agencies shall constitute quorum for an Annual or General Meeting of ODEN.
DIRECTORS’ MEETINGS
Meetings of the board of directors may be held at any time and place to be determined by the
directors provided that 48 hours written notice of such meeting shall be given, other than by
mail, to each director. There shall be at least one (1) meeting per year of the board of
directors. No error or omission in giving notice of any meeting of the board of directors or any
adjourned meeting of the board of directors of the Network shall invalidate such meeting or
make void any proceedings taken there at and any director may at any time waive notice of
any such meeting and may ratify, approve and confirm any or all proceedings taken or had
thereat. Each director is authorized to exercise one (1) vote.
A majority of directors in office, from time to time, but not less than half of the current
directors, shall constitute a quorum for meetings of the board of directors. Any meeting of the
board of directors at which a quorum is present shall be competent to exercise all or any of the
authorities, powers and discretions by or under the by-laws of the corporation.
5 | 12

11. Ontario Disability
Employment Network
Elections and Nominations
At the Annual General Meeting of the Network, the Members elect the Board of Directors. All
persons elected must be members of Network in good standing.
Officers of the board of directors shall be appointed by resolution of the board of directors at
the first meeting of the board of directors following an annual meeting of members.
The officers of the Network shall hold office for one year from the date of appointment or
election or until their successors are elected or appointed in their stead. Officers shall be
subject to removal by resolution of the board of directors at any time.
The Board of Directors
The affairs of ODEN shall be managed by a Board of elected Directors. The elected Directors
shall consist of the Chairperson, Vice-Chairperson, Past Chairperson and Secretary, Treasurer
and directors at large. The composition of the board shall be 50% plus one not for profit
employment service providers.
Note: They must be 18 years of age, with the power under law to contract.
Qualifications:
A member of the Board of Directors must be a member in good standing with voting privileges.
Powers and Responsibilities:
1. Every Director shall endeavor to attend all Board meetings unless their absence is
justified by a reason acceptable to the Board. Review of position shall occur by the
board if a director misses three consecutive meetings.
2. The Board of Directors shall administer the affairs of ODEN in accordance with ODEN’s
vision and mission statement.
3. The Board of Directors shall be empowered to establish such committees as it shall
deem necessary to further the aims and objectives of ODEN. A Committee Chairperson
who is not a member of the Board may attend all Board meetings and make motions on
behalf of his/her committee. She/he does not have a vote on the Board.
4. The directors of the Network may administer the affairs of the Network in all things
and make or cause to be made for the Network, in its name, any kind of contract which
the Network may lawfully enter into and, save as hereinafter provided, generally, may
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12. Ontario Disability
Employment Network
exercise all such other powers and do all such other acts and things as the Network is
by its charter or otherwise authorized to exercise and do.
5. The directors shall have power to authorize expenditures on behalf of the Network
from time to time and may delegate by resolution to an officer or officers of the
Network the right to employ and pay salaries to employees. The directors shall have
the power to enter into a trust arrangement with a trust company for the purpose of
creating a trust fund in which the capital and interest may be made available for the
benefit of promoting the interest of the Network in accordance with such terms as the
board of directors may prescribe.
The board of directors is hereby authorized, from time to time
a. to borrow money upon the credit of the Network, from any bank,
corporation, firm or person, upon such terms, covenants and conditions
at such times, in such sums, to such extent and in such manner as the
board of directors in its discretion may deem expedient;
b. to limit or increase the amount to be borrowed;
c. to issue or cause to be issued bonds, debentures or other securities of
the Network and to pledge or sell the same for such sums, upon such
terms, covenants and conditions and at such prices as may be deemed
expedient by the board of directors;
d. to secure any such bond, debentures or other securities, or any other
present or future borrowing or liability of the company, by mortgage,
hypothec, charge or pledge of all or any currently owned or
subsequently acquired real and personal, movable and immovable,
property of the corporation, and the undertaking and rights of the
Association.
6. The board of directors shall take such steps as they may deem requisite to enable the
Network 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 Network
7. The board of directors may appoint such agents and engage such employees as it shall
deem necessary from time to time and such persons shall have such authority and shall
perform such duties as shall be prescribed by the board of directors at the time of such
appointment.
8. Remuneration for all officers, agents and employees and committee members shall be
fixed by the board of directors by resolution. Such resolution shall have force and
effect only until the next meeting of members when such resolution shall be confirmed
by resolution of the members, or in the absence of such confirmation by the members,
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13. Ontario Disability
Employment Network
then the remuneration to such officers, agents or employees and committee members
shall cease to be payable from the date of such meeting of members.
ROLES AND RESPONSIBILITIES OF THE OFFICERS
CHAIR
 When present, chairs all meetings of the Network
 Acts as the spokesperson for the Network and chairs the Executive
Committee
 Prepares the Annual General Report for the Network
 Carry out other duties assigned by the Board of Directors
VICE-CHAIR
 Assume the duties of the Chair in his/her absence
PAST-CHAIR
 Past-Chairperson shall assist the Board as required.
TREASURER
 Deposits all monies in a chartered bank, treasury branch or trust company
chosen by the Board of Directors
 Prepares a detailed account of revenues and expenditures and reports to
the Membership at the Annual General Meeting
 Invoices and collects annual membership fees
 Provide that disbursement of funds of the Network are made under the
direction of the Board of Directors
 Custody of all accounting records of the network, and said records shall at
all times be available for inspection on request in writing, by any member
agency or voting representative
 Render to the Board of Directors at regular meetings thereof or whenever
required, an account of all of the transactions and of the financial position
of the Network
 Carries out other duties as assigned by the Board of Directors
 Prepares the Annual return
 Prepares the accounts of the Network for the annual audit
SECRETARY
 Record or cause to be recorded the proceedings of the Annual, Special or
General meetings.
 Record or cause to be recorded the proceedings of the Board of Directors
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14. Ontario Disability
Employment Network
 Maintains a Register of Members of the ODEN
 Shall send or arrange for publication of all notices of meetings as required
STAFF/PERSONNEL
 The Staff/personnel of ODEN will be engaged by a Personnel Committee
made up of elected Board Members. The staff/personnel will be
responsible to the Board of Directors for the duties outlined to them in the
contract signed by them and the Chairperson of the Board, on behalf of
ODEN.
The office of director shall be automatically vacated:
a. If at a special general meeting of members, a resolution is passed by
the majority of the members present at the meeting that he be
removed from office;
b. If a director has resigned his office by delivering a written resignation
to the secretary of the Network;
c. If he is found by a court to be of unsound mind;
d. If he becomes bankrupt or suspends payment or compounds with his
creditors;
e. On death;
provided that if any vacancy shall occur for any reason in this paragraph contained, the board
of directors by majority vote, may, by appointment, fill the vacancy with a member of the
organization.
The directors shall serve as such without remuneration and no director shall directly or
indirectly receive any profit from his/her position as such; provided that a director may be
paid reasonable expenses incurred by him/her in the performance of his/her duties. Nothing
herein contained shall be construed to preclude any director from serving the Network as an
officer or in any other capacity and receiving compensation therefor.
A retiring director shall remain in office until the dissolution or adjournment of the meeting at
which his retirement is accepted and his successor is elected.
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15. Ontario Disability
Employment Network
Head Office:
The Head Office of the organization shall be in the City of London, in the Province of Ontario,
and at such place therein as the Directors may, from time to time, determine within the
province of Ontario.
Fiscal Term:
The fiscal year of the Network shall be August 1st to July 31st .
Audit:
A chartered accountant shall be appointed each year by the members at the Annual Meeting.
S/he shall be required to audit the Network’s accounts as soon as possible after the fiscal year
for presentation by the Treasurer at the Annual Meeting.
Banking:
All cheques, notes and other instruments shall be signed by any two of the Officers of the
Board of Directors and in such manner as shall, from time to time, be determined by resolution
of the Board.
Signing Authority:
Deeds, transfers, licenses, contracts and engagement on behalf of the Network shall be signed
by either the Chairperson or Vice Chairperson and by the Secretary or Treasure.
Suspension and Expulsion
1. The Board of Directors shall have power to suspend for a definite time, or revoke the
membership of any member agency, voting representative or associate members who:
o Fails to comply with this By-Law, or any instruction issued by the authority of
the Board of Directors.
o Fails to account correctly of receipts, disbursements or equipment.
o Falls into arrears of membership for more than 90 days after the notification of
due date.
2. Any member agency/voting representative who believes that an infraction of this by-
law has taken place, and if that complaint is against a Director, shall make a complaint
in writing to the Board of Directors for their decision. A copy of the complaint shall be
forwarded to the member agency and/or the voting representative, by the Board of
Directors.
3. Any Board member of ODEN against whom such complaint shall have been made, shall
have the right of appeal in person or in writing, or both, at a meeting of the Board of
Directors called for the purpose and may ultimately appeal to the Annual Meeting
ODEN.
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16. Ontario Disability
Employment Network
Amendments
1. Amendments to the ODEN By-laws will be ratified by a simple majority vote of the
members present, voting representatives at an Annual meeting, provided a notice of
the motion has been circulated at least 30 days prior to the meeting.
2. Amendments to the ODEN By-Laws may be made by a simple majority of the Board of
Directors. Such amendments shall be effective until the next ODEN Annual Meeting or
General Meeting, when they shall be ratified by the membership on a simple majority
vote.
3. Amendments to any By-Law, when passed by the Board of Directors shall forthwith be
circulated to the membership.
4. Repudiation of the amendments at an Annual Meeting or General Meeting will in no way
repudiate any action whatsoever that may have been taken as a consequence of the
amendments, exception the case where action may be prejudicial to the aims and
objectives ODEN as laid down in the By-laws.
Indemnity
1. Every Director of ODEN or other person who has undertaken or is about to undertake
any liability on behalf of ODEN and their heirs, executors and 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 ODEN from and against:
o all costs, charges and expenses whatsoever which such Director or other person
sustains or incurs in or about any action, suit or proceeding which is brought,
commenced or prosecuted against him/her in or about the execution of the
duties of his/her office or in respect of any such liability.
o all other costs, charges and expenses which she/he sustains or incurs in or
about or in relation to the affairs thereof, except such costs, charges or
expenses as are occasioned by his/her own willful neglect or default.
DISTRIBUTING ASSETS AND DISSOLVING THE ASSOCIATION
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17. Ontario Disability
Employment Network
If the Network is dissolved, any funds or assets remaining after paying all debts are paid to a
registered and incorporated charitable organization. Members select this organization by
Special Resolution. In no event do any Members receive any assets of the Network.
Protection of Directors
1. No Director for the time being of ODEN shall be liable for the acts, receipts, neglects or
defaults of any other Director or employee or for joining in any receipt or act for
conformity or for any loss, damage or expense happening to ODEN through the
insufficiency or deficiently of any security in or upon which any of the monies of or
belonging to ODEN shall be placed out or invested or for any loss or damage arising
from the bankruptcy, insolvency or tortuous act of any person, firm or corporation with
whom or which any monies, securities or effects shall be lodged or deposited or for any
other loss, damage or misfortune whatever which may happen in the execution or
supposed execution of the duties of his/her respective office or trust or in relation
thereto unless the same shall happen by or through his/her own willful act or his/her
own willful default.
This By-Law cancels and supersedes any or all By-Laws previously passed by resolution of the
Board of Directors of ODEN and/or by resolution of the membership of ODEN.
Passed this ____________ day of ____________________, 20_____
Signed:
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18. ORWC Membership Constitution
I. Legal Identity
The name of the organization shall be Ontario Rehabilitation, Work and Community (ORWC)
ll. Aim
ORWC provides a forum for the exchange of ideas and identification of issues that are relevant to
the field of vocational rehabilitation. ORWC represents the common concerns of its membership
to government and the community at large. The Board's mission is to help its membership create
integrated vocational and non-vocational opportunities for disadvantaged adults across the
province. The ORWC mission statement states:
ORWC is a professional association representing organizations which provide innovative training
to assist individuals with significant barriers to make the transition to employment and community-
based alternatives. Our Mission will be accomplished through:
1. ORWC will provide current and professional training to our members through annual
conferences and timely workshops across the province.
2. ORWC will lobby and advocate for our members as we comment on public policy and
promote excellence in service provision.
3. ORWC will promote and support the essential services our membership provides to
individuals facing significant barriers to full community participation.
4. ORWC will provide timely communication as a forum for the exchanges of ideas and the
identification of issues that are relevant to the field of vocational rehabilitation.
5. ORWC will assist member agencies in their pursuit to develop and implement innovative
solutions to employment and community-based alternatives.
6. ORWC will continue to support and promote the strong collective experience and
expertise of our membership.
7. ORWC will provide a network where national and international practitioners can share
and exchange strategies in the research and development of the vocational rehabilitation
profession.
III. Location
The operations of Ontario Rehabilitation, Work and Community will be based in Ontario.
Ontario Rehabilitation, Work and Community General By-Laws

19. Definition of Terms
Agency: Any group or organization, whether funded by Government or through voluntary
contributions, which is concerned in the rehabilitation of disabled adults through vocational or
non-vocational services.
Voting Representative: A salaried employee appointed by a member agency of ORWC.
ORWC: The body of the membership at large, the organization of which is laid down in this By-
Law.
Board of Directors: The elected executive body of ORWC consisting of elected officers and
Regional Representatives.
Regional Chapters: All the agencies who work within a defined geographic area, designated by
the Board of Directors in consultation with the membership.
Membership
1. Membership
o Membership shall be available to agencies in Ontario operating services for
persons facing significant barriers to employment and full community
participation. Each member may have two voting representatives.
Representatives shall be members of the staff of the organization.
2. Associate membership
The Board of Directors may, from time to time, and subject to ratification at the next
annual meeting of ORWC, pass a resolution providing for:
o Associate membership of certain individuals or agencies, having common
interests and aims with ORWC, but which does not operate, or who is not
employed by vocational or non-vocational service.
o An Associate Member's dues shall be paid with their application for associate
membership, the amount to be decided at the discretion of the Board of
Directors, and ratified by the membership at the Annual Meeting.
o Associate members shall be without a vote.
o Associate members may hold office and serve on committees.
Dues
1. Dues to be paid to ORWC by members will be established at rates and will be payable at
a period which will be recommended by the Board and approved by the membership at
the annual meeting.
2. Dues shall be paid for every vocational and non-vocational service operated by a
member agency, which sends voting representatives to the annual or any general
meeting.
3. Notice of membership renewal shall be circulated to member agencies within 30 days of
the elapsed date.

20. Rights and Privileges
1. Every member agency is entitled to representation within the policy of ORWC.
2. Subject to any qualification which may be stipulated in this By-Law, any voting
representative or associate member in good standing may be nominated for office, and
may hold such office, if elected, except if s/he should cease to be an associate member.
3. Any voting representative or associate member in good standing may attend any meeting
of the Board of Directors of ORWC, or any Annual or General Meeting of ORWC,
notwithstanding s/he may not have a vote at such a meeting.
Meetings
1. There shall be an Annual Meeting in every calendar year, and other General Meetings as
may be called at the discretion of the President or the written request of five voting
representatives of member agencies.
2. The Annual, or any General meeting, shall be held in such a place as may be determined
by the Board of Directors. Notice of time and place of such meetings shall be circulated to
each voting representative and associate member or member agency at least 30 days
prior to any general meeting.
3. At every Annual Meeting, in addition to any other regular business that may have been
approved on the agenda, there shall be a Director's Report, the presentation of the
audited financial statement, Committee reports and the report of the Nominating
Committee. Copies of the audited financial statement shall be circulated to the voting
representatives together with the report of the Nominating Committee, 30 days prior to
the Annual Meeting.
4. The agenda for the Annual Meeting shall be approved by the voting representatives on a
majority vote at the commencement of the Annual Meeting. Any Regional Chapter
wishing to bring a special concern to the notice of the Annual Meeting shall notify the
Board of Directors at least 30 days in advance of the Annual Meeting. The Board of
Directors shall forward the proposed agenda of the Annual Meeting to voting
representatives and associate members at least 15 days before the Annual Meeting. The
Board of Directors may also introduce materials which it feels is relevant at the time of
the meeting.
5. The voting representatives at a General Meeting may consider and transact any business
that has been referred to in the notice of meeting.
Annual Meeting and General Meeting
1. Each member agency shall be entitled to two votes, which may be exercised by one
voting delegate, or split between two.
2. A simple majority of votes is sufficient to carry a motion.
3. When a voting representative is unable to attend the Annual meeting the member agency
may delegate a substitute.
4. The presence of voting representatives of a majority of members agencies shall
constitute quorum for any Annual or General Meeting of ORWC.

21. Elections and Nominations
1. The officers of ORWC shall be elected to their offices by the voting representatives of
ORWC at the Annual Meeting.
2. Nominations for Elected Officers shall be proposed by a Nominating Committee which
shall be appointed at least 90 days before the Annual Meeting by the Board of Directors.
The Board shall appoint a Chair and two other members of the Nominating Committee.
The Nominating Committee need not be drawn from the Board of Directors, but may
consist of voting representatives at large.
3. The Nominating Committee shall submit its report as a motion to the voting
representatives at the Annual Meeting.
4. At the time when the Nominating Committee report is presented, nominations from the
floor shall be received, and an election conducted if necessary. Any nominee from the
floor shall be present or shall have given prior written consent to stand.
The Board of Directors
The affairs of ORWC shall be managed by a Board of elected Directors. The four elected
Directors shall consist of the Chairperson, Vice-Chairperson, Past Chairperson and
Secretary/Treasurer.
Qualifications:
A member of the Board of Directors must be a member in good standing.
Powers and Responsibilities:
1. Every Director shall attend all Board meetings unless their absence is justified by a
reason acceptable to the Board.
2. The Board of Directors shall administer the affairs of ORWC and formulate and circulate
policies, procedure and information to Regional Chapters, relevant to the aims and
objectives of ORWC.
3. The Board of Directors shall encourage and aid the formation and subsequent running of
Regional Chapters of ORWC.
4. The Board of Directors shall have discretionary powers to withdraw the support of ORWC
from any Regional Chapter which fails to meet the requirements of this By-Law.
5. The Board of Directors shall be empowered to establish such committees as it shall
deem necessary to further the aims and objectives of ORWC. A Committee Chairperson
who is not a member of the Board may attend all Board meetings and make motions on
behalf of his/her committee. S/he does not have a vote on the Board.
The Secretary:
The Secretary shall deliver up only when authorized by a resolution of the Board of Directors to
do so and to such person or persons as may be named in the resolution, and the Secretary shall
perform such other duties as may from time to time be determined by the Board of Directors.
The Treasurer:
The Treasurer shall be a signing officer of the Corporation. The Treasurer shall generally

22. supervise the treasury functions of the Corporation. The Treasurer shall provide that full and
accurate accounts of all receipts and disbursements of the Corporation are kept in proper books
of account and shall provide that deposits of all monies or other valuable effects are in the name
and credit of the Corporation in such bank or banks as may from time to time be designated by
the Board of Directors. The Treasurer shall provide that disbursement of funds of the Corporation
are made under the direction of the Board of Directors, taking vouchers therefor; and the
Treasurer shall render to the Board of Directors at regular meetings thereof or whenever required,
an account of all of the transactions and of the financial position of the Corporation. The
Treasurer shall also perform such duties as may from time to time be determined by the Board of
Directors.
Past-Chairperson:
The Past-Chairperson shall assist the Board and executive Committee as required.
Staff/Personnel:
The Staff/personnel of ORWC will be engaged by a Personnel Committee made up of elected
Board members. The staff/personnel will be responsible to the Board of Directors for the duties
outlined to them in the contract signed by them and the Chairperson of the Board, on behalf of
ORWC.
Bookkeeping:
The Treasurer shall have the custody of all accounting records of the Council, and said records
shall at all times be available for inspection on request in writing, by any member agency or
voting representative.
Head Office:
The Head Office of the Council shall be in the City of Cambridge, in the Province of Ontario, and
at such place therein as the Directors may, from time to time, determine.
Fiscal Term:
The fiscal year of the organization shall be August 1 to July 31.
Seal:
The Seal, an impression whereof is stamped in the margin hereof, shall be the corporate seal of
the Council.
Audit:
A chartered accountant shall be appointed each year by the members at the Annual Meeting.
S/he shall be required to audit the Council's accounts as soon as possible after the fiscal year for
presentation by the Treasurer at the Annual Meeting.
Banking:
All cheques, notes and other instruments shall be signed by any two of the Officers of the Board
of Directors and in such manner as shall, from time to time, be determined by resolution of the
Board.
Signing Authority:
Deeds, transfers, licenses, contracts and engagement on behalf of the Corporation shall be
signed by either the Chairperson or Vice-Chairperson and by the Secretary, and the Secretary
shall affix the seal of the Corporation to such instruments as require the same.
Suspension and Expulsion

23. 1. The Board of Directors shall have power to suspend for a definite time, or revoke the
membership of any member agency, voting representative or associate members who:
o Fails to comply with this By-Law, or any instruction issued by the authority of the
Board of Directors.
o Fails to account correctly of receipts, disbursements or equipment.
o Falls into arrears of membership for more than 60 days after the notification of
due date.
2. Any member agency/voting representative who believes that an infraction of this by-law
has taken place, and if that complaint is against a Director or Executive Officer, shall
make a complaint in writing to the Board of Directors for their decision. A copy of the
complaint shall be forwarded to the member agency and/or the voting representative, by
the Board of Directors.
3. Any Board member or Executive Officer of the ORWC against whom such complaint shall
have been made, shall have the right of appeal in person or in writing, or both, at a
meeting of the Board of Directors called for the purpose and may ultimately appeal to the
Annual Meeting of ORWC.
Amendments
1. Amendments to the Constitution will be by a 2/3 vote of the members present, voting
representatives at an Annual meeting, provided a notice of the motion has been
circulated at least 60 days prior to the meeting.
2. Amendments to the ORWC By-Laws and/or Chapter By-Laws may be made by a 2/3
majority of the Board of Directors. Such amendments shall be effective until the next
ORWC Annual Meeting or General Meeting, when they shall be ratified by the
membership on a simple majority vote.
3. Amendments to any By-Law, when passed by the Board of Directors shall forthwith be
circulated to the Regional Chapters.
4. Repudiation of the amendments at an Annual Meeting or General Meeting will in no way
repudiate any action whatsoever that may have been taken as a consequence of the
amendments, exception the case where action may be prejudicial to the aims and
objectives ORWC as laid down in the Constitution.
5. A Regional Chapter may give notice of its intention to present a proposed amendment to
ORWC and/or Chapter by-laws at least 90 days prior to the Annual Meeting of ORWC.
The Board of Directors has the discretion to pass the amendment, but ratification shall be
obtained at the Annual Meeting by a simple majority of voting representatives.
Indemnity
1. Every Director or Officer of ORWC or other person who has undertaken or is about to
undertake any liability on behalf of ORWC and their heirs, executors and 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 ORWC from and against:
o all costs, charges and expenses whatsoever which such Director, Officer or other
person sustains or incurs in or about any action, suit or proceeding which is

24. brought, commenced or prosecuted against him/her in or about the execution of
the duties of his/her office or in respect of any such liability.
o all other costs, charges and expenses which s/he sustains or incurs in or about
or in relation to the affairs thereof, except such costs, charges or expenses as
are occasioned by his/her own willful neglect or default.
Protection of Directors and Officers
1. No Director or Officer for the time being of ORWC shall be liable for the acts, receipts,
neglects or defaults of any other Director or Officer or employee or for joining in any
receipt or act for conformity or for any loss, damage or expense happening to ORWC
through the insufficiency or deficiently of any security in or upon which any of the monies
of or belonging to ORWC shall be placed out or invested or for any loss or damage
arising from the bankruptcy, insolvency or tortuous act of any person, firm or corporation
with whom or which any monies, securities or effects shall be lodged or deposited or for
any other loss, damage or misfortune whatever which may happen in the execution or
supposed execution of the duties of his/her respective office or trust or in relation thereto
unless the same shall happen by or through his/her own willful act or his/her own willful
default.
This By-Law cancels and supersedes any or all By-Laws previously passed by resolution of the
Board of Directors of ORWC and/or by resolution of the membership of ORWC.
Passed this ____________ day of ______________________, 20_____
Signed: __________________________________________________