THE TOURISM PARTNERSHIP OF NIAGARA GENERAL BY-LAW

Transcription

1 THE TOURISM PARTNERSHIP OF NIAGARA GENERAL BY-LAW A General By-law relating to the transaction of the business and affairs of THE TOURISM PARTNERSHIP OF NIAGARA Be it enacted as the General By-law of The Tourism Partnership of Niagara. 1.0 NAME 1.1 The organization will be known as: THE TOURISM PARTNERSHIP OF NIAGARA (the TPN ). 2.0 HEAD OFFICE 2.1 The Head Office of TPN shall be in the City of Niagara Falls, in the Province of Ontario. 3.0 SEAL 3.1 The seal, an impression of which is stamped in the margin hereof, will be the seal of TPN. 4.0 OBJECTS 4.1 The Objects of TPN are: Promoting and marketing the Niagara Region as a desirable tourism destination and helping to attract investment to the tourism industry; Assisting with and encouraging product development, innovation, workforce development and the assessment of performance measurement initiatives in the tourism industry in the Niagara Region; Providing for co-ordination among the various stakeholders within the tourism industry in the Niagara Region and encouraging the industry to utilize the services and facilities of the TPN; Ensuring that the funding for the TPN that is provided by the Ministry of Tourism, Culture and Sports for the Province of Ontario, is effectively utilized in accordance with generally accepted governance and management practices as required by the Province; Ensuring that the operations of the TPN are carried on for the benefit of the entire Niagara Region and not any private interest; and Providing such other complementary services not inconsistent with these objectives. 5.0 INTERPRETATION 5.1 Act means the Ontario Corporations Act, as amended or replaced from time to time; 5.2 Board means the Board of Directors of TPN; 5.3 By-laws means this by-law and any other by-law of TPN from time to time in force and effect; 5.4 Sub-Regions means Niagara Falls, Niagara-on-the-Lake, St. Catharines/Twenty Valley, Niagara s South Coast. 5.5 Director means an individual appointed by the Board pursuant to paragraph 8.0 of this By-law; 5.6 Member or Members means any one or more of the Organizations that are listed in paragraph 5.12 of this By-law; 5.7 Membership means the Organization whose Director or Directors will, on behalf of the Organization, receive notice of meetings and exercise the Organization s vote at meetings of the Board as a Director; May 1,

2 5.8 Notice means written notice given by sent to the last recorded address retained on the files of TPN, unless the By-laws permit alternate modes of Notice; 5.9 Officer means the Chair, Vice-Chair, CEO, Treasurer and Secretary of the Board; 5.10 Organization means an active operating entity including the following entities: (d) Niagara Falls Tourism, representing the sub-region of Niagara Falls Tourism Niagara-on-the-Lake (a division of the Niagara-on-the-Lake Chamber of Commerce & Visitor & Convention Bureau Inc.), representing the sub-region of Niagara-on-the-Lake The Corporation of the City of St. Catharines Department of Economic Development and Tourism Services and Twenty Valley Tourism Association, representing the sub-region of St. Catharines/Twenty Valley. Niagara s South Coast Tourism Association, representing the sub-region of Niagara s South Coast. 6.0 MEMBERSHIP 6.1 Limitations Membership in TPN shall be limited to the Organizations referred to in paragraph 5.12 of this By-law and the directors so appointed. 6.2 Conditions of Membership Membership in TPN shall cease if: An Organization ceases to exist; A Member submits a written resignation; Membership is, for any reason, revoked by the Board. (d) A person ceases to be a director Membership in TPN may be revoked by TPN at any time at a meeting of the Board of Directors of which notice specifying the intention to consider and vote on such revocation has been properly given to the Directors on the Board of Directors if in the opinion of the Board of Directors, expressed by a vote of three quarters (3/4ths) of the Directors in attendance at such meeting of the Board of Directors, a Member has acted in a way that is prejudicial to the reputation or objects of TPN; Any Member whose membership has been so revoked by the Board will be entitled to appeal that decision if the appeal is supported by five other Members in good standing of TPN. Such appeal will be considered at the next meeting of the Board of Directors of TPN and the appealing party will be entitled to attend and be heard. In the interim, such membership will be suspended Membership is non-assignable and non-transferrable Any Member may resign from Membership at any time by giving Notice to TPN but such resignation shall not relieve such Member from any liability to TPN or obligations incurred. 7.0 CONFIDENTIALITY 7.1 All information received by a Member from TPN, its officers, employees, agents and independent contractors shall be regarded as privileged and strictly confidential and may not be disclosed, published, distributed or released, directly or indirectly, in whole or part, to any person or entity other than to the employees of the Member without the prior express consent in writing of the Chair or CEO of TPN. 8.0 DIRECTORS 8.1 Size and Composition May 1,

3 8.1.1 The affairs of TPN shall be managed by a Board of Directors, comprised of up to fifteen members (15) members The Board will consist of senior level representatives with the necessary authority to make decisions on behalf of the organization as it relates to the work of the TPN from the following organizations: (i) (ii) (iii) (iv) Eight (8) Directors appointed by Niagara Falls Tourism, two (2) of which represent: the Fallsview Casino Resort and The Niagara Parks Commission Three (3) Directors appointed by Tourism Niagara-on-the-Lake; one of which represents the Shaw Festival Theatre Foundation Canada Three (3) Directors appointed by The Corporation of the City of St. Catharines of Economic Development and Tourism Services and Twenty Valley Tourism, one (1) of which represents the Wine Council of Ontario. One (1) Director appointed by Niagara s South Coast Tourism Association Every Director shall have one (1) vote at a Board meeting. 8.2 Responsibilities: The Board of Directors shall oversee the general (as distinct from the day-to-day) management of affairs, activities and properties of TPN and shall be responsible for establishing the strategic direction and general operating policies of TPN with respect to matters of general interest of the entire Niagara Region The Directors of the Board, collectively and individually, in recognition of their fundamental importance and value to the good governance of TPN, shall be expected, when asked by their fellow Directors and/or the staff of TPN, to share their experience and expertise and, to that end, devote as much of their time as they are reasonably able, in furtherance of the objectives of TPN It is expected of each member of the Board of Directors when functioning as a Director of TPN, his or her personal and occupational interests and commitments will be subordinated to the pursuit of the best interests of TPN; and if a conflict of interest should arise while that person is a Director of TPN, the conflict will be resolved either by taking such steps as may be necessary for the individual to enable the interests of TPN to prevail, or that individual will refrain from any involvement or participation in the issue giving rise to that conflict, or that individual will resign from the Board of Directors Each Director will acknowledge and sign the TPN s Director s Code of Conduct on an annual basis Without limiting the generality of the foregoing paragraph 8.2, the Board of Directors shall have the authority and responsibility to: (d) (e) (g) (h) Take title to real and personal property in the name of TPN; Borrow money on behalf of TPN; Make or cause to be made for TPN, in its name, any kind of contract which TPN may lawfully enter into; Recruit, appoint and supervise a CEO of TPN; Review and evaluate the performance of the CEO on an annual basis in accordance with generally accepted appraisal guidelines and to receive comments, or suggestions pertaining to management of staff and to make recommendations to the Board thereon; Direct its officers to do all things necessary to carry out the policies, functions and activities of TPN; Approve the annual budget of TPN for the fiscal year and a marketing program; May 1,

4 (i) (j) (k) (l) (m) Determine membership; Prescribe services available to Members; Establish policies and procedures for assessing and improving the performance of the Board of Directors, collectively and individually, in accomplishing its responsibilities and objectives; Delegate such of its powers as it may legally do and which it may deem advisable to the CEO and any committees established by the Board of Directors; and Oversee organizational effectiveness. 8.3 Rules and Regulations: In addition to the foregoing, the Board of Directors may prescribe such rules and regulations not inconsistent with the By-laws of TPN relating to the management and operation of TPN as they deem expedient. 8.4 Eligibility and Term Appointed Directors pursuant to paragraph shall remain as Directors of TPN until changed by their appointing Organization The appointing organization shall confirm or change their appointment annually on or before the AGM in writing. 8.5 Vacancies The office of Director shall be automatically vacated: if a Director resigns his/her office by delivering a written resignation to the Chair or CEO of TPN; if he/she is found by a competent authority to be of unsound mind; if he/she becomes bankrupt or suspends payment or compounds with his/her creditors; (d) if he/she ceases to be a person qualified to be a Director according to the provisions of this By-law; (e) if, by resolution passed by a three-quarters (3/4ths) vote of those present and eligible to vote at a Special Meeting of the Board of TPN called for that purpose, he/she is removed from office; (f) if a Director fails to attend at least three-quarters (3/4) of the meetings of the aggregate of committee meetings and meetings of the Board of Directors in a calendar year without an adequate explanation and excused by the Chair, whereupon such Director shall be deemed to have resigned his/her office pursuant to sub-paragraph of this paragraph 8.5.1; or (g) on the death of the Director Notwithstanding the provisions of the foregoing paragraph 8.5.1, any vacancy occurring on the Board of Directors may, so long as a quorum of Directors remains in office, be filled by the Directors then in office if they shall see fit to do so. If there is no quorum of Directors, the remaining Directors shall without delay call a Special Meeting of the Board to fill the vacancy. Any Member so chosen shall remain in office only so long as the vacating Director would have retained the same if no vacancy had occurred. Filling a vacancy does not add to their term limit Any vacancy of a volunteer member on a committee may be filled at any time at the discretion of the Board Should an appointed Director pursuant to paragraph 8.1.2, fail to attend the minimum attendance requirement, without adequate explanation, the appointing organization will appoint a replacement or lose their seat, subject to written notice. 8.6 Meetings of the Board of Directors; Quorum: Meetings of the Board of Directors may be convened by the Chair, or in his/her absence by the Vice-Chair, to be held at any time and place, determined by the Directors, provided that May 1,

5 not less than forty-eight (48) hours prior written notice shall be given to each Director. Notice of Meeting may be given by electronic means The Board of Directors shall meet at least four (4) times each year No error or omission in giving notice of any meeting of the Board of Directors shall invalidate such meeting or make void any proceedings taken thereat 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 At, and in respect of, each meeting of the Board of Directors, the duties and authorities of the Chair will be performed by the Chair; or in his/her absence or incapacity, the Vice-Chair; or in the absence of the Vice-Chair, such other Director as the Board may from time-to-time appoint for this purpose A quorum at any meeting of the Board of Directors shall be the majority of Directors entitled by the by-laws of TPN to vote at meetings of the Board of Directors. 8.7 Minutes of Meetings of the Board of Directors: The minutes of the meetings of the Board of Directors will be made available to the Directors, prior to the next Board meeting; and will be made available to the public upon request. 8.8 Participation by Telephone: If all the Directors of TPN present at or participating in a meeting of the Board of Directors or of a Committee of the Board consent thereto, a Director may participate in such meeting of the Board or of a Committee of the Board by means of such conference telephone as permit all persons participating in the meeting to hear each other, and a Director participating in such meeting by such means is deemed to be present at the meeting. 8.9 Voting at Meetings of the Board of Directors: Subject to contrary provisions, if any, contained in any statute, letters patent of TPN, or the By-laws of TPN, all questions arising at any meeting of Directors will be decided by a majority of votes which excludes any Director declaring a conflict of interest or abstaining from the vote, to a minimum of 6 voting members At all meetings of Directors, the Chair shall, in addition to his/her one vote, have a deciding or casting vote in cases where the number of votes is equal All votes at meetings of Directors will be taken by ballot if so demanded by any Director present but if no demand is made, the vote will be taken in the usual way by a show of hands A declaration by the Chair that a resolution has been carried and an entry to that effect in the minutes will be admissible in evidence as prima facie proof of that fact without requiring proof of the number or proportion of the vote recorded in favour of or against such resolution Indemnification: Every Director or officer of TPN or other person or legal entity who has undertaken or is about to undertake any liability on behalf of, or who is deemed, adjudicated or otherwise declared by some competent authority or tribunal to be liable for the actions, or the failure to act appropriately, or the debts of TPN and their heirs, executors and administrators, and estate and effects, respectively, shall from time-to-time and at all times, be indemnified and saved harmless by TPN, out of the funds of TPN, from and against: all costs, charges and expenses which such Director, officer or other person or entity sustains or incurs in or about any action, suit or proceedings which is brought, commenced or prosecuted against him/her (or it), or in respect of any act, deed, matter or May 1,

6 thing whatsoever, made, done or permitted by him/her (or it), in or about the execution of the duties of his/her (or its) office or in respect of any such liability; all other costs, charges and expenses which he/she (or it) 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 (or its) own wilful neglect or default TPN shall purchase and maintain insurance for the benefit of any person referred to in paragraph hereof No Remuneration: 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 in the performance of his/her duties. 9.0 COMMITTEES 9.1 Members of the Board shall sit on a minimum of one (1) Committee, with no maximum restrictions. All Committees shall be formed through the Board Chair. 9.2 Executive Committee Mandate: The Board of Directors shall appoint, as a Standing Committee, the Executive Committee, whose mandate is to: Act for the Board on urgent matters arising between regular Board meetings in cases where it is not possible to convene a meeting of the Board, and to do other things as delegated by the Board to the committee. Periodically review and, on that basis, make to the full Board of Directors for its consideration, specific recommendations on the means and methods of the systems and structures for the governance of TPN Accountability of the Committee: The Committee will report its deliberations to the Board through its minutes and the Committee Chair or Co-Chairs. The Committee will review these terms of reference at its final meeting in each fiscal year and recommend changes to the Board Responsibilities: a. Assist the Board in fulfilling its corporate governance responsibilities. b. Review governance best practices and recommend changes to the Board as appropriate, including size of the Board, the number and content of meetings, material provided to Directors and resources available to Directors. c. Review the Board and Committee mandates, structure, composition, and membership and recommend changes as necessary. d. Develop a process for assessing the performance and effectiveness of the Board, Committees and staff. e. Run the nomination process every two years for the appointment of Board members representing the Attractions, Culinary and Accommodations sectors, and to make recommendations to the Board of the appropriate individuals. f. Prepare a governance framework for Board approval. g. Implement a Board evaluation survey to assess performance and identify areas for improvement. h. Review Board Committees, mandates, committee composition, terms of reference from time to time. i. Act on behalf of the Board on urgent matters arising between regular Board meetings in those cases where it is not possible to convene a meeting of the Board, and bring such matters to the immediate attention of the Board. j. Review with management any corporate legal action other than normal operational legal action, any significant litigation, claim or contingency which could have a material effect on TPN, and bring such matters to the immediate attention of the Board. k. Review and set agendas for the AGM in conjunction with staff. l. The CEO s performance evaluation process. May 1,

7 i. Annual CEO evaluation allows the Board to assess the performance of management. ii. It is conducted in relation to the mutually agreed goals approved by the Board in the CEO s annual objectives and the expectations set out in the CEO s job description. iii. The evaluation is designed to encourage a full and healthy dialogue between the Board and the CEO concerning the performance of the TPN and the CEO s individual performance. iv. It is not based on how the CEO meets a Director s personal expectations. v. The Executive Committee is responsible for the CEO review on behalf of the Board. The final results of the evaluation are documented by the Board Chair and acknowledged by the Board and the CEO. m. The compensation package for the CEO. n. Compensation guidelines and the CEO s recommendations for out-of-contract staff. o. Management succession and career development plans. p. Act on any other matter delegated by the Board Membership/Composition: The Executive Committee will comprise of the Board Chair, Vice- Chair, Treasurer, Secretary and CEO Chair: The Chair of the Executive will be the Chair of the Board of Directors Quorum: A quorum of the Executive Committee shall be not less than a majority of the members of the Executive Committee present at such meeting or participating in it by means of conference telephone as provided in paragraph 8.8 of this By-law Terms of Office: The Chair, Vice-Chair, Treasurer, Secretary, will be elected as per paragraph and term of office will be as per paragraph Frequency of meetings: The Executive Committee shall meet bi-monthly, if required, and at a minimum of four times per year and prior to each board meeting. Meetings may be held via conference call or in person. 9.3 Finance and Audit Committee: Mandate: The Board of Directors shall appoint, as a Standing Committee, the Finance and Audit Committee whose mandate is to supervise and review the financial management of TPN including, without limitation, the review of TPN s processes for: Internal control; Accounting and financial reporting; Auditing. (d) Risk Management The Finance and Audit Committee shall ensure that appropriate policies and practices are articulated and adhered to and, if deemed necessary in the opinion of the Finance and Audit Committee, amended from time-to-time to meet the then current needs and reasonable expectations of TPN and its Board of Directors Accountability of the Committee: The Committee reports to the Board of Directors Responsibilities: Review audited/non audited financial statements in advance of Board meetings and make recommendations to the Board for approval of finances. Work with the TPN external auditors to ensure that the TPN fulfills its audit obligations per the TPA s. Every two years review the banking and audit relationships currently in place, to ensure that the relationships meet the needs of the TPN. May 1,

8 9.3.4 Membership/Composition: The Finance and Audit Committee will be comprised of not fewer than three (3) members of the Board of Directors, with relevant financial experience, one whom shall be the Treasurer of the Board of Directors and one (1) volunteer committee member qualified as a chartered accountant Chair: The Chair of the Finance and Audit Committee will be the Treasurer of the Board of Directors in whose absence or inability/unwillingness to function as such, the Finance and Audit Committee will elect a Chair for each such meeting from among those attending Quorum: A quorum of the Finance and Audit Committee shall be not less than a majority of the members of the Finance and Audit Committee present at or participating in such meeting by means of conference telephone as provided in paragraph 8.8 of this By-law Terms of Office: The Chair will be elected as per paragraph Terms of office are for two (2) years and may be re-elected for one additional consecutive term of one year; and no longer than three consecutive years in aggregate Frequency of meetings: The Finance and Audit Committee shall meet a monthly. Meetings may be held via conference call or in person. 9.4 Marketing Committee: Mandate: The Board of Directors shall appoint, as a Standing Committee, the Marketing Committee whose mandate is to recommend for approval by the Board of Directors, an annual marketing plan ( Marketing Plan ) for TPN. The Marketing Plan will be updated by the Marketing Committee not less frequently than annually and will be projected over a medium term, usually of three years duration unless otherwise agreed to by the Board of Directors. The Marketing Plan will provide the details for the allocation of TPN s available resources against identified business opportunities with a view to optimizing the benefit to TPN resulting from the application of such resources. The Marketing Committee will, on its own volition or upon request from the Board of Directors, report periodically to the Board of Directors on the implementation of the Marketing Plan(s) of which the Board of Directors has approved Accountability of the Committee: The Committee reports to the CEO of the TPN Responsibilities: To provide oversight to the process that management uses to develop the Marketing Plan. To ensure the plan is consistent with the Strategic Plan of the organization in the short and medium term. To give insight and gain assurance that the program is being executed as planned or as revised. (d) To review the results of the plan to ensure that it delivered the desired outcomes. (e) To act as support and/or sounding board for the Director of Marketing and provide ideation as requested. (f) To report to the Board on marketing activities Membership/Composition: The Marketing Committee will be comprised of up to nine (9) members and one (1) representative from the Agency of Record as a non-voting member Chair: The Chair of the Marketing Committee will be appointed by the Board of Directors Quorum: A quorum of the Marketing Committee shall be not less than a majority of the members of the Marketing Committee present at such meeting or participating in it by means of conference telephone Terms of Office: Terms are for one (1) year. Members can continue to serve on the committee for up to three (3) consecutive terms. May 1,

9 9.4.8 Frequency of meetings: The Marketing Committee shall meet monthly but at a minimum of six (6) times per year. Meetings may be held via conference call or in person. 9.5 Sub-Regional Partners Committee: Mandate: The Board of Directors shall appoint, as a Standing Committee, the Sub-Regional Partners Committee whose mandate is to share information to synchronize efforts and maximize resources in these areas; Marketing Festivals and events Special Projects MC&IT activities and plans. Product Development Accountability of the Committee: The Committee reports through the CEO to the Board Responsibilities: Actively participate in regular meetings Share applications and plans to access partnership funding Work together to synchronize efforts and avoid duplication (d) Share plans and strategies amongst the committee (e) Share any other information that would promote success (f) Share agreed-to results and metrics on a monthly basis (g) Respect the roles and responsibilities as agreed-to and propose amendments for Board consideration, if required Membership/Composition: The Sub-Regional Partners Committee will be comprised of up to two (2) representatives from each of sub-region Chair: The Chair is the CEO Quorum: A quorum of the Sub-Regional Partners Committee shall be not less than a majority of the members of the Sub-Regional Partners Committee present at such meeting or participating in it by means of conference telephone Terms of Office: Terms are for one (1) year. Members can continue to serve on the committee for up to three (3) consecutive terms Frequency of meetings: The Sub-Regional Partners Committee shall meet at a minimum on a quarterly basis and more often if required. Meetings may be held via conference call or in person. 9.6 Meetings of Standing Committees, Location, Giving Notice: Meetings of any of the Standing Committees identified in paragraphs 9.2 to 9.4, inclusive, hereof, shall be held at any time and place to be determined by the members of each such committee provided that forty-eight (48) hours written notice of such meeting shall be given other than by mail to each member of such committee. No error or omission in giving notice of any such meeting of a Standing Committee or any adjourned meeting thereof shall invalidate or make void any proceedings taken thereat and any member of such Standing Committee may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat Other Committees: The Board of Directors or CEO may appoint such other committees that may be identified by a designation acceptable to the Board of Directors. The composition of such other committees shall be as the Board of Directors shall determine Authority of Committees - Generally: To each of the committees referred to in this Section 9.0, the Board of Directors may delegate any of the powers of the Directors they may legally May 1,

10 delegate. Any such committee so appointed, may, subject to a resolution of the Board of Directors and the By-laws of TPN, meet for the transaction of business, adjourn and otherwise regulate its meetings as it sees fit Adjournment of Meetings: Any and all meetings of any committee of the Board of Directors may be adjourned at any time and 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 OFFICERS 10.1 The officers of TPN shall be the Chair of the Board, Vice-Chair, the CEO, the Treasurer, the Secretary, and such other officers as the Board of Directors may determine from time-to-time The Chair, Vice-Chair, Treasurer and Secretary shall be elected from among the Directors at the Annual General Meeting Candidates for elected positions will be recommend by the Executive Committee Any two offices of TPN may not be held by the same person The Secretary need not be a Director and, if not a Director may not as Secretary, vote on matters before the Board of Directors Terms of Office for Chair, Vice-Chair, Treasurer and Secretary: The Officers shall be elected for a term of two years and may be re-elected for one additional consecutive term of one year; and no longer than three consecutive years in aggregate Subject to paragraph 10.6 above, the officers of TPN shall hold office until their successors are elected or appointed in their stead. Notwithstanding the provisions of paragraph 10.6 above, officers may be removed at any time by a resolution affirmed by a vote of two-thirds (2/3rds) of the Directors at a meeting of the Board of Directors at which notice specifying the intention to consider and vote on such termination has been properly given DUTIES OF OFFICERS 11.1 The Chair of the Board shall: (d) (e) Preside at all meetings of the Directors; Be the designated person through whom the CEO shall report to the Board of Directors in the execution of his or her responsibilities; Be a voting member on the Executive committee. Perform such other duties as may be assigned from time-to-time by the Board of Directors. Entitled to attend at all other meetings and participate without voting rights in all activities of TPN and its committees 11.2 The Vice-Chair, during the absence, incapacity of disability of the Chair, acting upon the resolution of the Board of Directors, may Perform the duties and exercise the power of the Chair; and Perform such other duties as the Board of Directors may by resolution determine from time-totime: and. Be a voting member on the Executive committee 11.3 The CEO shall be: Responsible for the general direction of the affairs of TPN; Responsible, together with the Chair for designing and defining major policies and presenting them to the Board of Directors for their approval; May 1,

11 (d) (e) (f) (g) (i) (j) (k) Responsible for enunciating and implementing approved policies; Responsible for the development and maintenance of all necessary relationships between TPN and its Board and Committee Members, and between TPN and various industry and government bodies; Responsible for the promotion of the best interests and well-being of TPN; Custodian of TPN s funds and securities; Responsible for hiring, training, the direction, discipline and compensation of the employees and officers (other than those officers who are identified in paragraphs 11.1 and 11.2 hereof); A member of the Board of Directors without any voting rights in all cases; Entitled to attend at all other meetings and participate without voting rights in all activities of TPN and its committees; and be The chief spokesperson of TPN The Treasurer shall: (e) (f) (g) (h) Act as Chair of the Finance & Audit Committee Be a voting member on the Executive committee Provide appropriate financial support to the Board of TPN; Ensure that full, accurate accounts of receipts and disbursements in books belonging to TPN are kept; Ensure that all sums of money received by the Treasurer or TPN shall be deposited to the credit of TPN in the bank or other financial institution named by the Board of Directors in one or more resolutions to that effect; Disburse or arrange for the dispersal of the funds of TPN as may be ordered by the Board of Directors; From time-to-time report the status of TPN s accounts at meetings of the Board of Directors when requested to do so by the Board of Directors; and Perform such other duties and responsibilities as may be specified from time-to-time by the Board of Directors The Secretary shall: (d) (e) (f) (g) Be a voting member on the Executive committee Be the Clerk of the Board of Directors and attend all meetings of the Board of Directors and record all facts and minutes of proceedings in the books kept for that purpose; Give notices as required to be given, to Members and to Directors; Complete and file all reports required by law; Execute and certify all documents required to be executed and certified by the Secretary of TPN in the course of TPN s business; Be custodian of the seal of TPN and of all books, papers, records, correspondence, contracts and other documents belonging to TPN which shall be delivered 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 such resolution; and Perform such other duties and responsibilities as may be specified from time-to-time by the Board of Directors The duties of all other officers of TPN shall be such as the terms of their engagement call for or the Board of Directors requires of them EXECUTION OF DOCUMENTS 12.1 Contracts, documents or other instruments in writing (other than those described under paragraph 14.1 below) requiring the signature of TPN shall be signed by two of the following, Chair, Vice-Chair, Secretary, Treasurer or CEO or by such other persons as the Board of Directors may by resolution from time-to-time determine as outlined. For all Board approved contracts i. Up to and including $25,000 any two of Chair, Vice-Chair, Treasurer, Secretary, CEO or Director of Corporate Services. May 1,

12 ii. Over $25,000.0 any two of Chair, Vice- Chair, Treasurer, Secretary or CEO. Not in approved budget and under $5,000: i. Any two of the following officers, Chair, Vice-Chair, Treasurer, Secretary or CEO FISCAL YEAR 13.1 The financial year of TPN shall begin on April 1 of each calendar year and end on March 31 of the next calendar year, or at such time as the Board of Directors may by resolution from time-to-time determine BANKING ARRANGEMENTS 14.1 TPN s bank accounts will be kept in such chartered bank or banks, or trust company or credit union or companies, as the Board of Directors may, by resolution from time-to-time, determine. Cheques on TPN s bank accounts, drafts drawn or accepted by TPN and promissory notes given by TPN may be signed, drawn or accepted by those officers of TPN as the Board of Directors may, by resolution, determine BORROWING 15.1 When authorized by By-law, duly passed by the Board of Directors, the Board of Directors may from time-to-time: (d) (e) Borrow money upon the credit of TPN; Limit or increase the amount to be borrowed; Issue debentures or other securities of TPN; Pledge or sell such debentures, or other securities for such sums and at such prices as may be deemed expedient; Secure any such debentures, or other securities or any other present or future borrowing or liability of TPN, by mortgage, charge or pledge of all or any currently owned or subsequently acquired real and personal, movable and immovable, property of TPN and the undertaking and rights of TPN AMENDMENTS 16.1 The By-laws of TPN may, in whole or in one or more parts, be repealed, altered, amended or suspended by By-law enacted by a majority of the Directors at a meeting of the Board of Directors specifically convened for that purpose, provided that the notice summoning such meeting shall have specified the By-laws or that part or parts of the By-laws to be repealed, altered, amended or suspended Notwithstanding the foregoing paragraph 16.1, an amendment of a proposed amendment may be acted on by, and at, the same meeting at which the original amendment is being considered without requiring additional notice or specification other than the details of the amendment to the proposed amendment Provided, however, that the repeal, alteration, amendment or suspension of any one or more parts, or the whole, of any such By-laws shall not be enforced or acted upon before the effective date proclaimed by the Board of Directors for such repeal, alteration, amendment or suspension AUDITORS 17.1 The Board of Directors shall annually appoint an auditor to audit the accounts of TPN provided that the Directors may appoint an auditor to fill any vacancy, occurring for any reason, in the office of auditor BOOKS AND RECORDS 18.1 The Board of Directors shall see that all necessary books and records of TPN required by the By-laws of TPN or by any applicable statute or law are regularly and properly kept INTERPRETATION 19.1 In this By-law and in all other By-laws of TPN hereafter passed, unless the context otherwise requires, words importing the singular number or the masculine gender shall include the plural number or the May 1,

13 feminine gender, as the case may be, and vice versa, and references to persons shall include firms and corporations ANNUAL GENERAL MEETING 20.1 The Board shall cause to be held in the Niagara Region an annual general meeting of Members once at least in every calendar year and not more than 15 months after the holding of the last preceding annual general meeting Notice of the date, time and place for any annual general meeting of Members shall be given by sending Notice to each Member by non-electronic means not less than 28 Clear Days before the date of the meeting, provided that Notice of any annual general meeting of Members may be delivered by electronic means if transmitted not less than 10 Clear Days prior to such meeting An annual general meeting may be adjourned from time to time, but not for more than 3 months from the date when such annual general meeting is required to be held under the provisions of the By-laws The Board may cancel or defer an annual general meeting prior to the commencement of such meeting, but not for more than 3 months from the date the meeting was to be held Any Member shall have an opportunity to raise any matter relevant to the affairs and business of TPN at any annual meeting of Members but such affairs and business shall be restricted to matters specified in the Notice calling the meeting At every annual general meeting the following matters shall be considered: Report of the Chair; Report of the Treasurer Report of the auditors; (d) Election of the Board of Directors; (e) Other matters relevant to the affairs and business of the Authority as set forth in the Notice calling the meeting; (f) Matters raised by Members pursuant to clause 20.1 of this paragraph; and (g) Appointment of auditors With the consent of a majority of the Members present at the meeting, the Chair may change the order of consideration of business set forth in 20.6 of this paragraph. May 1,