From: gordon teti
Hello Board members,
Attached, please find a copy of the Lorna Foundation By-laws for records records.
A Board meeting will be called in the month of December 2011 to, as Johanna puts, “bang out solid ideas for the coming year.
Thank you all for your great work!
Regards,
Gordon Teti, Founder & CEO
Lorna Children’s Foundation Kenya Fund (LCF-Kenya)
109-896 Eglinton Avenue East
Toronto, Ontario M4G 2L2
Tel. 1-647-341-0438
E-mail: tetigordon@yahoo.ca
www.lornachildrenfoundationkenya.com
Sent: Wednesday, November 9, 2011 7:07:58 PM
From: daniel ojuka
Dear Sir,
How do you profile children who are needy? is there chance we can work together to improve education standards?
Daniel K. Ojuka
P.O.Box 63,
Kapenguria
– – – –
LORNA CHILDREN’S FOUNDATION KENYA FUND BY LAWS FINAL DOCUMENT [.doc]
BY-LAWS
OF
THE LORNA CHILDREN’S FOUNDATION KENYA FUND (LCF-KENYA)
(A Canadian Non-for- profit Corporation)
ARTICLE I
NAME, TERRITORY & ACTIVITIES
The name of the organization shall be the Lorna Children’s Foundation Kenya Fund (LCF-Kenya) (herein referred to as the “Lorna Foundation”). The Lorna Foundation was incorporated in the Province of Ontario by Letters Patent dated December 9, 2010 qualifying the Lorna Foundation by following applicable laws and procedure for tax-exempt status as a Registered Charity and as a Public Foundation. On January 17, 2011 Canada Revenue Agency notified the Lorna Foundation of this registration and a CRA Business number 83555 6317 RC0001 was issued to the Lorna Foundation. Activities of the Lorna Foundation shall be both in Canada and Kenya. Activities may, however, go beyond these boundaries when necessary or desirable to provide the maximum benefit to recipients of scholarships, bursaries, grants or to optimize return on investment of the Lorna Foundation funds.
ARTICLE II
PURPOSES COMPLIANCE AND LIMITATIONS
Section 1. The Lorna Foundation shall be carried on without gain for its Members, and any surplus or other accretions to the Lorna Foundation shall be used in achieving its purposes (Objects). The Lorna Foundation has the following Objects:
to advance education by providing scholarships, bursaries, grants and assisting students
to prepare, process, and submit applications for scholarships, grants and/or bursaries from all levels of the Canadian government and other governments around the world, international organisations, corporations, businesses, institutions of learning, non-for profit organisations, individual donors and any other available sources of funding;
to relieve poverty by providing scholarships as stated above and by purchasing clothes
(school uniforms), books and school supplies for those children in need of supplementary support and who are attending schools through the scholarship programs.
Section 2. Powers: To fulfill or advance the above Objects, the Lorna Foundation has the following Powers:
to co-operate with other bodies;
to support other charities in accordance with the provisions of the Income Tax Act;
Charities Registration (Security Information Act (CRSIA)) and any other applicable law;
to raise funds pursuant to the provisions of the Income Tax Act; Charities Registration (Security Information Act (CRSIA) and any applicable Law;
to borrow money and give security for loans, but only in accordance with the restrictions imposed by the Income Tax Act; Charities Registration (Security Information Act (CRSIA)) and any other applicable law;
to acquire or hire property of any kind in accordance to the provisions of the Income Tax Act; Charities Registration (Security Information Act (CRSIA)) and any other applicable law;
to let or dispose of property of any kind in accordance with the provisions of the Income Tax Act; Charities Registration (Security Information Act (CRSIA)) and any other applicable law;
to set aside funds for special purposes or as reserves against future expenditures in accordance with the provisions of the Income Tax Act; Charities Registration (Security Information Act (CRSIA)) and any other applicable law;
to deposit or invest funds not immediately required for purposes in or upon investments, securities or property as the Board of Directors (Trustees) may think fit in any manner (but to invest only after obtaining advice from a financial expert and strictly in accordance with the provisions of the Income Tax Act; Charities Registration (Security Information Act (CRSIA)) and any other applicable law;
to delegate the management of investments to a financial expert, but strictly in accordance with the provisions of the Income Tax Act; Charities Registration (Security Information Act (CRSIA)) and any other applicable law and only on terms that:
the investment policy is set down in writing for the financial expert by the Board of Directors (Trustees);
every investment transaction is reported promptly to the Board of Directors (Trustees);
performance of every investment is reviewed regularly with the Board of Directors (Trustees);
the Board of Directors (Trustees) are entitled to cancel the aforesaid delegation arrangement at any time;
the investment policy and the delegation arrangement shall be reviewed at least once a year;
all payments due to the financial expert shall be on a scale or at a level which is agreed in advance and notified promptly to the Board of Directors (Trustees) on receipt;
the financial expert must not do anything outside the powers of the Board of Directors (Trustees);
In accordance with the Lorna Foundation’s By-laws, to employ paid or unpaid agents, staff or advisers in accordance with the provisions of the Income Tax Act; Charities Registration (Security Information Act (CRSIA)) and any other applicable law;
to enter into any arrangement and co-operate with any government or authorities (supreme, federal, municipal, local or otherwise) or any corporations, companies or persons that may seem conducive to the Lorna Foundation’s Objects or any of them, and to obtain from any such government, authority, corporation, company or person any charters, contracts, decrees, rights, privileges, and concessions which the Lorna Foundation may think desirable for the achievement of its Objects and to carry out, exercise and comply with any such charters, contracts, decrees, rights, privileges and concessions in accordance with the provisions of the Income Tax Act; Charities Registration (Security Information Act (CRSIA) and any other applicable law;
to arrange, form or concur in arranging for the incorporation or acquisition (in Kenya and any other part of the world) of any limited or other company or companies and power to transfer pay or lend the whole or any part of the property of the Lorna Foundation to any company or corporation (which is wholly beneficially owned and controlled by the Lorna Foundation) in consideration of cash or shares stock or securities of the company or corporation or for such other consideration enter into any arrangement and co-operate with any government whatsoever as the Lorna Foundation shall think fit and to establish subsidiary companies to assist or act as agents for the Lorna Foundation and strictly in accordance with the provisions of the Income Tax Act; Charities Registration (Security Information Act (CRSIA)) and any other applicable law;
to give financial support, either by means of payments under covenant or other agreements, or in such other manner as may be deemed expedient, to any charitable organisation or organisations whether corporate or unincorporate in Kenya (notwithstanding that it may be a partner and an associate of the Lorna Foundation) concerned with the furtherance of all or any of the Objects of the Lorna Foundation in accordance with the provisions of the Income Tax Act; Charities Registration (Security Information Act (CRSIA)) and any other applicable law;
to pay the costs of forming the Lorna Foundation as contained in the Letters Patent and in accordance with the provisions of the Income Tax Act; Charities Registration (Security Information Act (CRSIA)) and any other applicable law;
to procure the Lorna Foundation to be registered or recognised in any part of the world pursuant to the provisions of the Income Tax Act; Charities Registration (Security Information Act (CRSIA)) and any other applicable law;
to do anything else within the law which promotes or helps to promote the Objects of the Lorna Foundation; and
to exercise any other powers conferred upon non-profit corporations pursuant to the provisions of the Income Tax Act; Charities Registration (Security Information Act (CRSIA)) and any other applicable law.
Section 3. Charity: To maintain its tax-exempt status, the Lorna Foundation shall operate in compliance with applicable laws, regulations and requirements governing Registered Charities and Public Foundations. Notwithstanding any other provision of these By-laws, the Lorna Foundation shall not carry on any other activities not permitted to be carried on by a corporation exempt from the Income Tax Act and the Charities Registration (Security Information Act (CRSIA)); or by a corporation contributions to which are deductible under the Income Tax Act and the Charities Registration (Security Information Act (CRSIA)). This includes compliance to the applicable provisions of: (a) the Objects, Special Provisions and Power Clauses of the Letters Patent granted to the Lorna Foundation dated December 9, 2010; (b) the Income Tax Act; (c) the requirements of the Canada Revenue Agency (CRA); (d) the Charities Accounting Act; and (e) the requirements of the Public Trustee for Ontario.
Section 4. Compliance: the Lorna Foundation shall: (i) File the T3010 Registered Charity Information Return on time; (ii) not support terrorism either directly or indirectly or shall NOT be a dupe for terrorist organizations; (iii) not run a scam; (iv) abide by the disbursement quota (also called the DQ); (v) abide by the regulations set out in the CRA booklet RC4106 Registered Charities: Operating Outside Canada; (vi) ensure that no Director shall receive any salary or other compensation for services as a Director. No reimbursement of travel or other expenses will be paid for or reimbursed unless approved by the Board of Directors; (vii) No part of the Lorna Foundation’s assets or revenues shall inure to the benefit of any Member or be used for any purpose or object outside those permitted under the Income Tax Act, the Charities Registration (Security Information Act (CRSIA)), the Charities Accounting Act and the requirements of the Public Trustee for Ontario; (viii) ensure that books, records and receipts will be kept properly and adequately at the Lorna Foundation registered office in Canada; (ix) ensure that no any other business is conducted or performed as stipulated under CRA Policy Statement CPS-019 other than those objects mentioned above; (x) not involve in non-partisan political activities as stipulated under the CRA policy statement on Political Activities (CPS – 022), but instead will devote substantially all of its resources to charitable activities that will promote and assist in the fulfillment of its purposes as outlined on the Letters Patent granted by Industry Canada; and (xi) shall abide by its obligations when fundraising including not conducting illegal activities or those contrary to public policy by monitoring its revenue and expenses; keeping expenses as low as possible. The Lorna Foundation will extremely be careful when entering into agreements with third party fundraisers to ensure that there is no undue private benefit. The Lorna Foundation will ensure that the allocations of expenses between fundraising and charitable activities are in accordance with CRA policy. The Lorna Foundation will further ensure that its fundraising programs and costs are transparent, accountable and properly disclosed. The Lorna Foundation will try to use volunteers as much as possible to reduce the cost of fundraising.
ARTICLE III: BY-LAWS & CHANGES
Section 1. By-laws: The By-laws shall be established as hereinafter set forth for the purpose of governing the operation and administration of the Lorna Foundation. Proposed By-law changes and reasons therefore shall be forwarded to the Lorna Foundation Board of Directors (Trustees) for their review and approval. No revisions to the Lorna Foundation By-laws may be made without such approval.
Section 2. Head Office: The head office of the Lorna Foundation shall be in the general vicinity of Toronto, in the Province of Ontario, and at such place in that area as the Directors may from time to time determine. The Lorna Foundation shall have an office or offices at such other place or places either within or without the general vicinity of Toronto, in the Province of Ontario (Canada) as the Board of Directors may from time to time determine. For effective operations and coordination, the Lorna Foundation shall have Country Office (Kenya), which will be managed by Director, Kenya Country Office.
Section 3. Seal :The seal, and impression whereof is stamped in the margin hereof, shall be the corporate seal of the Lorna Foundation.
ARTICLE IV: MEMBERS
Section 1. Membership: Membership is open to individuals and organisations that are approved by the Directors; and comply with the requirements for membership in the rules adopted by the Lorna Foundation (pursuant to article V) from time to time. The Directors may only refuse an application for membership if, acting reasonably and properly, they consider it to be in the best interest of the Lorna Foundation to refuse the application. The Directors must inform the applicant in writing of the reasons for the refusal within twenty-one days of the decision. The Directors must consider any written representations the applicant may make about the decision. The Directors’ decision following any written representations must be notified to the applicant in writing but shall be final. Membership is not transferable to anyone else. The Directors must keep a register of names and addresses of the members.
Section 2. Classes of Membership: There shall be two classes of Members: Class A and B Members. Class A Members shall be natural persons and Class B Members shall be all other legal persons who are not natural persons. Class A Members shall have one vote each on all matters submitted to the Members. Class B Members shall not vote on any matter submitted to the Members. Except for voting, Class A and Class B Members shall have the same rights, privileges and powers. There shall be such number of Members as may be fixed by the Board of Directors from time to time, provided there shall never be less than five Class A Members. Class A and B membership shall be admitted by the Board of Directors. The Secretary of the Lorna Foundation shall promptly inform each Member of admission. The normal term of membership shall be indefinite, unless membership ceases due to resignation, removal, death or other reason. Each Class A Member in good standing shall be entitled to one vote on each question arising at an annual or special general meeting of the Members. Any Class A Member may withdraw from the Lorna Foundation by delivery of a written resignation to the Secretary or the CEO of the Lorna Foundation. A Member may be removed with or without cause by a vote of three-quarters (3/4) of the Members present and entitled to vote, provided there is a quorum, at an annual or special general meeting, provided that such Member shall be granted an opportunity to be heard at such meeting.
Section 3. Emeritus Members: The Board of Directors may recognize a long-serving Member who has made exemplary contributions to the Lorna Foundation
by a Resolution conferring the Emeritus Member designation upon expiration of the Member’s last term of membership in the Lorna Foundation, or at any other suitable time. The Secretary of the Lorna Foundation shall promptly inform each individual so designated. There may be up to ten (10) Emeritus Members of the Foundation at any time. Emeritus Members are no longer Members of the Foundation as defined in Article V, Section 1,
are not actively involved in the Lorna Foundation, and do not enjoy voting privileges. The Emeritus Member designation cases upon the death of the Emeritus Member, or by Resolution of the Board of Directors.
Section 4. Dues: There shall be no dues or fees payable by Members except such, if any, as shall from time to time be fixed by unanimous vote of the members of the Board of Directors present and entitled to vote. The vote shall become effective only when confirmed by a majority vote of the Members at an annual or special general meeting.
Section 5. Meetings:Notice of Meetings: The Secretary shall give to each Class A Member not less than ten (10) days nor more than one hundred-eighty (180) days written notice of the time and place of the Annual Meeting and any Special Meeting. Notice in each case shall specify the time and place of the meeting, and in the case of a Special Meeting, the purpose or purposes thereof.
Section 6. Organization of Meetings: At each meeting of the Class A Members, the Chief Executive Officer (CEO) shall act as Chairman of the meeting. The Secretary of the Lorna Foundation, or in his or her absence of a person appointed by the Chairman of the meeting, shall act as Secretary of the meeting.
Section 7. Quorum: A majority of the total number of Class A Members shall constitute a quorum for the transaction of business at any meeting of the Members, but a smaller number may adjourn until such time as a quorum may be obtained.
Section 8. Waiver of Notice
Any meeting of the Members, and any action otherwise properly taken thereat, shall be valid if notice of the time, place and purposes of such meeting shall be waived in writing (including facsimile, telegraph or e-mail) before, at or after such meeting by all Class A Members to whom notices were not sent as provided in these By-laws. All such waivers of notice shall be made a part of the minutes of such meeting.
Section 9. Error or Omission in Notice: No error or omission in giving notice of any annual or special general meeting or any adjourned meeting of the Class A Members of the Lorna Foundation shall invalidate such meetings or make void any proceedings taken thereat and any Class A Member may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings. For the purpose of sending notice to any Class A Member, Director or Officer for any meeting or otherwise, the address of any Member, Director or Officer shall be the last address (including postal, email address, fax number or other contact information) in the Lorna Foundation.
Section 10. Consent in Lieu of Meeting: Any other provisions of these By-laws to the contrary notwithstanding, any action required or permitted to be taken at any meeting of the Class A Members may be taken without a meeting, if prior to such action a written consent thereto is signed by all Class A Members, and such written consent is filed with the Secretary and entered upon the records of the Lorna Foundation. Any action required or permitted to be taken at a meeting of Members, other than the annual election of Directors, may be taken without a meeting upon the written consent of Class A Members who would have been entitled to cast the minimum number of votes which would be necessary to authorize the action at a meeting at which all Class A Members were present and voting, if (1) the Lorna Foundation provides to all other Members advance notification setting forth the proposed action consented to, (2) the proposed action is not consummated before the expiration of 10 days from the giving of the notice (20 days from the giving of the notice in the case of any action relating to merger, consolidation or dissolution), and (3) the notice sets forth the existence of such 10-day or (20-day) period, as the case may be.
Section 11. Annual General Meeting (AGM): The Annual General Meeting (AGM) of Class A Members shall be held at such date, time and place as shall be determined by a resolution passed by a majority of the Board of Directors and designated in a notice or waiver of notice of the meeting. At each Annual Meeting the Class A Members shall elect the Directors, and may transact such other business as may properly come before the meeting.
Section 12. Special Meetings: Special Meetings of the Class A Members may be called at any time by the Secretary, or in his or her absence a person appointed by the Chief Executive Officer (CEO), upon written request (stating the purpose of the proposed meeting) signed by the Chief Executive Officer (CEO) or at least one-third (1/3) of the Class A Members. Such Special Meetings shall be held at such place within or without the Province of Ontario (Canada) as may be designated in the notice or waiver of notice of such meeting.
Section 13. Voting of Members: Subject to the provisions, if any, contained in the Letters Patent of the Lorna Foundation, each Class A Member of the Lorna Foundation shall be entitled to one vote at all meetings of Class A Members. Class A Member may, by means of a written proxy, appoint a proxy holder to attend and act at a specific meeting of the Class A Members in the manner and to the extent authorized by the proxy. A proxy holder must be a Class A Member of the Lorna Foundation. At all meetings of Class A Members, every question shall be decided by a majority of the votes of the Class A Members present in person or represented by proxy unless otherwise required by the By-laws of the Lorna Foundation, or by law. Every question shall be decided in the first instance by a show of hands of those present, and a poll of those Class A Members participating by teleconference, unless any Class A Member demands a full poll. Every Class A Member having voting rights shall have one vote, and unless a full poll be demanded, a declaration by the Chairman (CEO) that a resolution has been carried or not carried and an entry to that effect in the minutes of the Lorna Foundation shall be admissible as prima facie proof of the fact without proof of the number or proportion of the votes accorded in favour of or against such resolution. The demand for a poll may be withdrawn, but if a poll be demanded and not withdrawn, the question shall be decided by a majority of the votes given by the Class A Members present in person, by teleconference or by proxy, and such poll shall be taken in such manner as the Chief Executive Officer (CEO) shall direct and the result of such poll shall be deemed the decision of the Lorna Foundation in a general meeting upon the matter in question.
Section 14. Meeting by Means of Conference Telephone
Unless otherwise provided by the Certificate of Incorporation or these By-laws, Class A Members may participate in a meeting of the Members by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 12 shall constitute presence in person at such meeting.
Section 15. Voting and Action by a Majority Vote
Each Class A Member shall have one vote on all matters submitted to the Members for approval and one vote for each Director position on the Board of Directors. Except as otherwise provided by law or these By-laws, the act of a majority of the Class A Members present at any meeting at which a quorum is present shall be the act of the Members. A plurality of the votes cast for election of Directors shall determine who is elected, so that the nominee with the largest number of votes shall be the first Director elected, the nominee with the second highest number of votes shall be the second Director elected, etc. until sufficient Directors have been elected to fill all the vacant positions on the Board of Directors.
Section 16. Proxy Voting: Every Class A Member entitled to vote at a meeting of Members or to express consent without a meeting may authorize another person or persons to act for the Member by proxy. Every proxy shall be executed in writing by the Class A Member or the Member’s agent, except that a proxy may be given by a Member or the agent by fax, e-mail or its equivalent. A proxy shall not be valid for more than 11 months unless a longer time is expressly provided therein, but in no event shall a proxy be valid after three (3) years from the date of execution. A proxy shall be revocable at will. A proxy shall be revoked by the death or incapacity of the Member. The presence at any meeting of any Class A Member who has given a proxy shall not revoke the proxy unless the Member shall file written notice of revocation with the Secretary of the Lorna Foundation prior to the voting of the proxy. A person named in a proxy as the attorney or agent of a Class A Member may, if the proxy so provides, substitute another person to act in that person’s place, including any other person named as an attorney or agent in the same proxy, provided any such substitution shall not be effective until an instrument effecting it is filed with the Secretary of the Lorna Foundation.
Section 17: Adjournments: Any meetings of the Lorna Foundation Class A Members or Directors may be adjourned to any time, from time to time, and such business may be transacted at such adjourned meeting as might have been transacted at the original meeting from which such adjournment took place. No notice shall be required of any such adjournment. Such adjournment may be made notwithstanding that no quorum is present.
Section 18. Resignation and Vacancies: Any Class A Member may resign at any time by giving a written notice to the Chief Executive Officer (CEO), the Secretary, or the Board of Directors. Such resignation shall take effect at the time specified therein. If any Class A Member should tender his, her or its resignation to take effect at a future time, the Directors shall have power to appoint, at any time, a successor to take office at such time as the resignation shall become effective. Any vacancy resulting from resignation or any other cause may be filled by the Directors at any duly constituted meeting thereof. The annual general meeting or a special general meeting of the Class A Members shall be held at such location, and on such day, as the Directors shall appoint. Class A Member of good standing may participate in an annual or special general meeting of the Members by means of teleconference facilities such that all persons participating in the meeting can hear one another. Any Class A Member so participating in such a meeting is deemed to be present at the meeting. At every annual general meeting, in addition to other business that may be transacted, the report of the Directors, an audited financial statement and the report of the auditors shall be presented. Elections shall be held to fill vacancies on the Board of Directors and auditors shall be appointed for the ensuing year. The Board of Directors or the Chief Executive Officer (CEO) shall have the power to call at any time a special general meeting of the Class A Members of the Lorna Foundation upon receipt of a written request for such a meeting signed by not less than three Class A Members. Notice of annual or special general meetings of Class A Members shall be given personally, by fax or by email not less than seven (7) days before the date of the meeting, or by mail not less than fourteen (14) days before the date of the meeting. Such notice shall be deemed to be given when sent by fax or email, or deposited in the Canadian mail with first class postage prepaid, to Members at their last known postal address, email address, or fax number, as maintained in the Lorna Foundation records. Notice of any meeting at which special business will be transacted should contain sufficient information to permit the Class A Member to form reasoned judgement on the decision to be taken. Notice of each meeting of Class A Members must remind the Members of their rights to vote by proxy.
Section 19. Effect Of Death, Resignation or Deprivation of Class A Membership.
All the rights, powers and privileges of any Class A Members of the Lorna Foundation shall cease upon his or her death, disability or resignation or upon deprivation or suspension of his or her membership according to law. Any Class A Member may withdraw from the Lorna Foundation by delivery of a written resignation to the Secretary of the Lorna Foundation. Such resignation shall take effect at the time specified therein. If any Member should tender his, her or its resignation to take effect at a future time, the Directors shall have power to appoint, at any time, a successor to take office at such time as the resignation shall become effective. Any vacancy resulting from resignation or any other cause may be filled by the Directors at any duly constituted meeting thereof. A Class A Member may be removed with or without cause by a vote of three-quarters (3/4) of the Members present and entitled to vote, provided there is a quorum, at an annual or special general meeting, provided that such Member shall be granted an opportunity to be heard at such meeting.
ARTICLE V: DIRECTORS
Section 1. Powers
All corporate powers shall be exercised by the Board of Directors, except as otherwise expressly provided by law or by the Certificate of Incorporation or by these By-laws. The Directors shall act only as a Board and the individual Directors shall have no power as such.
Section 2. Number and Qualification: There shall be such number of Directors, not less than three, as may be fixed by the Directors at the Annual Meeting thereof for the forthcoming year. Directors must be Class A Members of the Foundation.
Section 3. Term of Office: The term of office for each Director shall be one (1) year (or until the end of the term of his or her predecessor if he or she shall have been elected to succeed a person who shall not have completed his or her one-year term). Each Director shall continue in office until the next Annual General Meeting following the expiration of his or her term and until his or her successor shall have been elected and shall qualify, or until his or her death, resignation or removal. When, for any reason, a person ceases to be a Class A Member, he or she shall also cease to be a Director.
Section 4. Resignation and Vacancies: Any Director may resign at any time by giving a written notice to the Chief Executive Officer (CEO), the Secretary, or the Board of Directors. Such resignation shall take effect at the time specified therein. If any Director should tender his or her resignation to take effect at a future time, the Class A Members shall have power to elect, at any time, a successor to take office at such time as the resignation shall become effective. Any vacancy resulting from resignation or any other cause may be filled by the Class A Members at any duly constituted meeting thereof.
Section 5. Removal of a Director: Any Director may be removed from office as a Director by a vote of a majority of the Class A Members, in office at the time of such removal, taken at a duly constituted meeting of Class A Members.
Section 6. Annual Meeting: The Annual Meeting of the Directors shall be held immediately after the Annual Meeting of Class A Members. Special Meetings may be called at any time by the Secretary or, in his or her absence, whoever is acting, upon written request by the President, or by not less than one-third (1/3) of the Directors.
Section 7. Notice of Meetings: The Secretary shall give to each Director not less than ten (10) days written notice of the time and place of the Annual Meeting, and not less than five (5) days written notice of the time and place of Special Meetings. Notice in each case shall specify the time and place of the meeting, and in the case of a Special Meeting, the purpose or purposes thereof.
Section 8. Waiver of Notice: Any meeting of Directors, or any action otherwise properly taken thereat, shall be valid if notice of the time, place and purposes of such meeting shall be waived in writing (including facsimile, telegraph or e-mail), before, at or after such meeting by all Directors to whom timely notices were not sent as provided in the By-laws .
Section 9. Quorum: A majority of the total number of Directors then in office shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but a smaller number may adjourn until such time as a quorum may be obtained.
Section 10. Voting and Action by Majority Vote: Each Director shall be entitled to one vote on all matters submitted to the Board. Except as otherwise expressly required by law or by these By-laws, the act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Proxies are not permitted.
Section 11. Organization of Meetings: At each meeting, the Chief Executive Officer (CEO) shall act as Chairman of the meeting The Secretary of the Lorna Foundation, or in his or her absence a person appointed by the Chairman of the meeting, shall act as Secretary of the meeting.
Section 12. Consent in Lieu of Meeting: Any other provisions of these By-laws to the contrary notwithstanding, any action required or permitted to be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting, if prior to such action a written consent thereto is signed by all members of the Board or Directors, or all of the members of such committee, as the case may be, and such written consent is filed with the Secretary and entered upon the records of the Lorna Foundation.
Section 13. Meeting by Means of Conference Telephone: Unless otherwise provided by the Certificate of Incorporation or these By-laws, Members of the Board of Directors, or any committee designated by the Board of Directors, may participate in a meeting of the Board of Directors or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting
pursuant to Section 15 By-laws of the Lorna Foundation shall constitute presence in person at such meeting.
Section 14. Compensation: The Directors shall receive no compensation for serving as Directors, but may be reimbursed for all out-of-pocket expenses duly incurred in attending meetings and otherwise in connection with the Foundation’s affairs, upon submission of a statement to the Treasurer with supporting receipts, vouchers, etc.
ARTICLE VI: COMMITTEES
Section 1. Creation, Membership, Etc.
The Board of Directors, by a resolution or resolutions
passed by a majority of the whole Board, may designate from among its members one or more standing committees, which committees shall possess and exercise such power, duties and authority in the management of the business of the Lorna Foundation between meetings of the Board of Directors as the Board shall determine and set forth in such resolution or resolutions. Members of each standing committee shall be appointed annually to serve for one year or until their successors have been appointed. A majority of the members of each committee shall constitute a quorum for the transaction of business at any meeting thereof and, except as otherwise provided by law or the Certificate of Incorporation or these By-laws, the act of a majority of the members of each committee present at any meeting at which a quorum is present shall be the act of such committee. Each committee shall, to the extent not otherwise determined by the Board of Directors or provided in the Certificate of Incorporation or these By-laws, elect its own chairman and determine its own rules. Each committee shall submit to the Board of Directors at each meeting thereof a report of the actions, if any, which such committee may have taken since the previous meeting of the Board of Directors, which actions shall be subject to revision or alteration by the Board of Directors. The Board of Directors shall fill any and all vacancies on the standing committees and may, from time to time, appoint alternate members of such committees to serve in the temporary absence or disability of any member. Such designation of a member or such appointment of an alternate member may be terminated at any time, with or without cause, and any member or alternate member of such committee may be removed, with or without cause, at any time, by the Board of Directors.
Section 2. Prohibited Actions: Anything in Section 1 to the contrary notwithstanding, no committee shall have authority to authorize or take any of the following actions, all of which are reserved to the Board of Directors:
(1) Make, alter or repeal any By-law of the Foundation;
(2) Elect or appoint any Member or Director, or remove any officer, Director or Member;
(3) Submit to Members any action that requires Members’ approval; or
(4) Amend or repeal any resolution previously adopted by the Board of Directors.
Section 3. Scholarships/Grants/Bursaries Committee
The Grants Committee is a committee of the Lorna Foundation. This committee is charged with ensuring that all funds disbursed from the Lorna Foundation are to be utilized in a manner consistent with the Lorna Foundation By-laws. Its duties shall be to evaluate requests for funding from qualified students and entities in Kenya. The Grants Committee shall develop guidelines for qualifications, application procedures and evaluation criteria. These guidelines shall be consistent with the Objects/Purposes of the Lorna Foundation as specified in the By-laws and approved by the Board. This committee shall make recommendations to the Board regarding all requests for funding. However, the Board may set guidelines that enable the committee to act between meetings of the Board. The Grants Committee shall consist of a minimum of three voting Members of the Foundation. At least two members, including its Chair, shall be Directors of the Board.
Section 4. Donations Committee: The Donations Committee is a committee of the Lorna Foundation. Its duties shall be to seek and promote the giving of donations to the Foundation and to advise the Board in such matters. Activities of this committee may include the preparation of promotional strategies and materials. The Donations Committee shall consist of a minimum of three voting Members of the Foundation. At least one member, its Chair, shall be a Director of the Board.
Section 3. Audit Committee: The Audit Committee is a committee of the Lorna Foundation. Its duties shall be to review the annual report of the Auditor, review policies and procedures that substantially impact the finances of the Lorna Foundation, monitor conformance thereto, and recommend such changes as it considers desirable. The Audit Committee shall consist of a minimum of three voting Members of the Foundation; at least one member, its Chair, shall be a Director of the Board. No member of the Audit Committee shall be either an Officer of the Lorna Foundation or a member of the Investment Committee.
Section 5. Investment Committee: The Investment Committee is a committee of the Lorna Foundation. Its duties shall be to monitor the investment of funds of the Lorna Foundation and to make recommendations pertaining thereto. The objective of this committee shall be to obtain a reasonable rate of return on investments with a minimum risk of capital fund depletion. The Investment Committee shall consist of a minimum of three voting Members of the Foundation, including the Treasurer as Chair and at least one other Director of the Board.
Section 6. Investment Advisory Committee: The Investment Advisory Committee is a committee of the Lorna Foundation. Its duties shall be to review the annual report of the Investment Committee, review policies and procedures that substantially impact the finances of the Lorna Foundation, monitor conformance thereto, and recommend such changes as it considers desirable. The Investment Advisory Committee shall consist of a minimum of two voting Members of the Foundation and a minimum of three external investment professionals. The Chair of the Investment Advisory Committee shall be one of the three investment professionals.
Section 7. Country Office (Kenya): Country Office (Kenya) is the local coordination and administrative office for the Lorna Foundation operations in Kenya. The Country Office (Kenya) shall be headed by Director, Country Office (Kenya) who will be a member of the Board of Directors. Its duties shall be to liaise with all levels of the Kenya Government, international organizations and NGOs operating in Kenya, diplomatic missions stationed in Nairobi, local businesses, local learning institutions, churches, local NGOs, political and community leaders to provide information, provide support, and to follow up on grants and scholarships awarded to the students through the Lorna Foundation. Country Office (Kenya) shall be charged with ensuring that all funds disbursed from the Lorna Foundation are to be utilized in a manner consistent with the Lorna Foundation By-laws. Its duties shall be to evaluate requests for funding from qualified students and entities in Kenya. The Country Office (Kenya) shall develop guidelines for qualifications, application procedures and evaluation criteria. These guidelines shall be consistent with the Objects/Purposes of the Lorna Foundation as specified in the By-laws and approved by the Board. The office shall make recommendations to the Board regarding all requests for funding. However, the Board may set guidelines that enable the committee to act between meetings of the Board.
ARTICLE VII: ADVISORY BOARD
Section 1. Creation, Membership, Etc.
The Board of Directors, by a resolution or resolutions passed by a majority of the whole Board may create an Advisory Board, which Advisory Board shall possess and exercise such power, duties and authority as the Board shall determine and set forth in such resolution or resolutions. Members of the Advisory Board shall be appointed annually to serve for one year or until their successors have been appointed. A majority of the members of the Advisory Board shall constitute a quorum for the transaction of business at any meeting thereof and, except as otherwise provided by law or the Certificate of Incorporation or these By-laws, the act of a majority of the members of the Advisory Board present at any meeting at which a quorum is present shall be the act of the Advisory Board. The Advisory Board shall, to the extent not otherwise determined, by the Board of Directors or provided in the Certificate of Incorporation or these By-laws, elect its chairman and determine its own rules. The Advisory Board shall submit to the Board of Directors at each meeting thereof a report of the actions, if any, which the Advisory Board may have taken since the previous meeting of the Board of Directors. The Board of Directors shall fill any and all vacancies on the Advisory Board.
ARTICLE VIII: OFFICERS
Section 1. Number: The officers of the Lorna Foundation shall be a Chief Executive Officer (Executive Chairman), one or more Vice Chairmen as the Board of Directors shall determine, a Secretary/Legal Counsel, a Treasurer, and such other officers as may be elected in accordance with the provisions of Section 3 of this ARTICLE VIII.
Section 2. Election, Term of Office and Qualifications
Each officer, except such officers as may be appointed in accordance with the provisions of Section 3 of this ARTICLE VIII, shall be elected annually by the Board of Directors at the Annual Meeting, and each such officer shall hold office until the election and qualification of his or her successor or until his or her earlier death, resignation or removal. Any officer may occupy two or more offices at the same time except that no one shall at the same time occupy the offices of the Chairman and Secretary No officer shall execute, acknowledge or verify any instrument in more than one capacity.
Section 3. Election and Powers of Other Officers
The Board of Directors or the Executive Committee (if one shall be appointed) may elect other officers or agents including one or more Assistant Treasurers and one or more Assistant Secretaries, each of whom shall hold office for such period, have such powers and perform such duties as may be provided by these By-laws, or as the Board of Directors may determine.
Section 4. Removal: Any officer may be removed by the Board of Directors at any meeting thereof.
Section 5. Resignation: Any officer may resign by giving written notice to the Board of Directors, to the Chief Executive Officer (Executive Chairman), or to the Secretary. Such resignation shall take effect at the time specified therein.
Section 6. Vacancies: A vacancy in any office because of death, resignation, removal, or any other cause may be filled for the unexpired portion of the term of that office by the Board of Directors.
Section 7. Benefit/Compensation to Directors (Trustees) & Members
(i)Board of Directors (Trustees) shall receive no compensation for serving as a board member (Trustee), but may be reimbursed for all out-of-pocket expenses including hotel and travel costs duly incurred in attending meetings and otherwise in connection with the Lorna Foundation’s affairs, upon submission of a statement to the Treasurer with supporting receipts, vouchers, etc.;
(ii) Members (including Board of Directors) may be paid a reasonable rent or hiring fee for property let or hired to the Lorna Foundation; (iii) Members (including Board of Directors) may be paid an indemnity in respect of liabilities properly incurred in running the Lorna Foundation (including the costs of a successful defence to criminal proceedings); (iv) Members (including Board of Directors) may be paid interest at a reasonable rate on money lent to the Lorna Foundation; (v) Members who are not Directors (Trustees) may be employed by or enter into contracts with the Lorna Foundation and receive reasonable payment for goods or services supplied; (vi) Any Director (Trustee) or (any firm or company of which a Director/Trustee is a member or employee) may enter into a contract with the Lorna Foundation to supply goods or services in return for a payment or other material benefit but only if:
(a) the goods and services are required by the Lorna Foundation;
(b) the nature and level of remuneration is no more than is reasonable in relation to the value of the goods and in accordance with this By-laws;
(c) no more than one half of the Directors/Trustees are subject to such a contract in any financial year;
(d) whenever a Director/Trustee has a personal interest in a matter to be discussed at a meeting of the Board of Directors or a committee the Director/Trustee concerned must:
(i) declare an interest at or before discussions begin on the matter; (ii) withdraw from the meeting for that item unless expressly invited to remain in order to provide information; (iii) not be counted in the quorum for that part of the meeting; (vi) withdraw during the vote and have no vote on the matter; (vii) this Section may not be amended without the prior consent written consent of the Board of Directors.
Section 8. Executive Chairman: The Executive Chairman shall be the principal executive officer of the Lorna Foundation, and shall, subject to the direction and approval of the Board of Directors, supervise and control all of the business and affairs of the Foundation. He or she shall perform all duties specified in these By-laws, all duties incident to the office of the chief executive officer, and such other duties as the Board of Directors may from time to time determine. The Chairman shall be a member ex officio of all committees.
Section 9. Vice Chairman: The Board of Directors may from time to time elect a Vice Chairman who shall have such powers and shall perform such duties as the Board of Directors or the Executive Chairman, may from time to time determine.
Section 10. Secretary/Legal Counsel: The Secretary/Legal Counsel shall record or cause to be recorded in books provided for the purpose all the proceedings of the meetings of the Lorna Foundation, including those of the Members, the Board of Directors, and all committees of which he or she shall be designated Secretary or of which a secretary shall not have been appointed; he or she shall see that all notices are duly given in accordance with the provisions of these By-laws and as required by law; he or she shall be custodian of the records (other than financial) and of the seal of the Foundation and see that the seal is affixed to all documents the execution of which on behalf of the Foundation under its seal is duly authorized in accordance with the provisions of these By-laws; he or she shall see that the books, reports, statements, certificate, and all other documents and records required by law are properly kept and filed; and in general, perform all duties incident to the office of Secretary/Legal Counsel and such other duties as the Board of Directors, or the Chairman may from time to time determine.
Section 11. Treasurer: The Treasurer shall be responsible for the receipt, custody, and
disbursements of the Lorna Foundation’s fund and other assets, shall administer the Lorna Foundation’s insurance program, shall be responsible for the preparation and submission of reports required by taxing and other governmental authorities, and shall have charge of the investment of the Lorna Foundation’s funds, subject to the direction or approval of the Board of Directors, or, if appointed, the Executive Committee or the Finance Committee. The funds, assets and records in the hands of the Treasurer shall at all times be subject to the inspection, supervision and control of the foregoing persons and committees. At the expiration of his or her term of office, the Treasurer shall turn over to his or her successor all such funds, assets and records. The Treasurer shall give such bond for the faithful discharge of his or her duties as the Board of Directors may require. In general, the Treasurer shall perform all duties incident to the office of Treasurer, and such other duties as any of the foregoing persons or committees may from time to time determine.
ARTICLE IX: MISCELLANEOUS
Section 1. Grants, Contracts, Etc., How Executed: The Board of Directors may authorize any officer or officers, agent or agents, to make, enter into, execute and deliver any grant, contract or other instrument in the name of and on behalf of the Lorna Foundation, and such authority may be general
or confined to specific instances. Unless authorized so to do by these By-laws or the Board of Directors, no officer, agent or employee shall have any power or authority to bind the Lorna Foundation by any grant, contract or engagement, or to pledge its credit or to render it liable pecuniary for any purpose or in any amount.
Section 2. Checks, Drafts, Etc: Bond for the faithful discharge of his or her duties as the Board of Directors may require. In general, the Treasurer shall perform all duties incident to the office of Treasurer, and such other duties as any of the foregoing persons or committees may from time to time determine.
Section 2. Checks, Drafts, Etc: All checks, drafts or other evidences of indebtedness issued in the name of the Lorna Foundation shall be signed or endorsed by such one or more officers, agents or employees of the Lorna Foundation as shall from time to time be determined by resolution of the Board of Directors, or, if appointed, the Executive Committee or the Finance Committee. Each of such officers or employees shall give such bond as the Board of Directors or such committees may require.
Section 3. Deposits: All funds of the Lorna Foundation not otherwise employed shall be deposited from time to time to the credit of the Lorna Foundation in such banks, trust companies, mutual funds, or other depositories as the Board of Directors, or, if appointed, the Executive Committee or the Finance Committee, may from time to time designate, or as may be designated by any officer, agent or employee of the Lorna Foundation to whom such power may be delegated by the Board of Directors or by either of such committees, and for the purpose of any such deposit, all checks, drafts, and other orders for the payment of money which are payable to the order of the Lorna Foundation may be endorsed,……(continued……page…15)
assigned and delivered by any officer of the Lorna Foundation authorized by, or in such other manner as may from time to time determined by resolution of, the Board of Directors or either of such committees.
Section 4. Indemnification: The Lorna Foundation shall, and hereby does, indemnify each of its present and former Directors and officers and agents and any other person who may serve or have served, against expenses actually and necessarily incurred by her or him in connection with the defense of any action, suit or proceeding in which he or she is made a party by reason of being or having been a Director, officer or agent of the Lorna Foundation, provided the Director, officer or agent acted in good faith and in a manner which he or she reasonably believed to be in, or not opposed to, the best interests of the Lorna Foundation, and provided further that if such indemnity is with respect to a criminal proceeding, the Director, officer or agent had no reasonable cause to believe the conduct was unlawful.
Section 5. Dissolution: If the Lorna Foundation is dissolved the assets (if any) remaining after provision has been made for all its liabilities must be applied in one of the following ways:
by transfer to one or more other bodies established for exclusively charitable purposes within,
the same as or similar to the Objects;
directly for the Objects or charitable purposes within or similar to the Objects;
in such other manner consistent with charitable status as stipulated by CRA policy, and
in a manner consistent with Income Tax Act and any other relevant law; and
a final report and statement of account must be sent to CRA.
Section 6. Fiscal Year
The fiscal year of the Foundation shall commence on January 1 and end on December 31.
Section 7. Seal
The Board of Directors shall provide a corporate seal which shall be in the form of a circle and shall bear the full name of the Foundation and the year of its incorporation.
ARTICLE XI: AMENDMENTS
Section 1: Any of these By-laws may be amended or repealed and new By-laws made at any meeting of the Board of Directors or any meeting of the Members.
CERTIFICATE OF IDENTIFICATION
The undersigned, being duly appointed as the Secretary/Legal Counsel of the Lorna Foundation by the action of the persons named to serve as the Directors of The Lorna Children’s Foundation Kenya Fund (LCF-Kenya) a Canadian non-profit corporation, hereby certifies that the annexed By-laws constitute a true and complete copy of the By-laws adopted by the Directors.
WITNESS the signature of the undersigned and the corporate seal of said Corporation this
21st day of November 2011.
__________
Samuel R. Baker, Q.C., Secretary