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NFB:AE Charter

To the Minister of Consumer and Corporate Affairs of Canada.

I The undersigned hereby apply to the Minister of Consumer and Corporate Affairs for the grant of a charter by letters patent under the provisions of Part II of the Canada Corporations Act constituting the undersigned, and such others as may become members of the Corporation thereby created, a body corporate and politic under the name of NATIONAL FEDERATION OF THE BLIND: ADVOCATES FOR EQUALITY. The undersigned have satisfied themselves and are assured that the proposed name under which in corporation is sought is not the same or similar to the name under which any other company, society, association or firm in existence is carrying on business in Canada or is incorporated under the laws of Canada or any province thereof or so nearly resembles the same as to be calculated to deceive and that it is not a name which is otherwise on public grounds objectionable. II The applicants are individuals of the full age of eighteen years with power under law to contract. (Founding directors' names, addresses, and occupations are then listed.) III The objects of the Corporation are:

  1. To serve as a vehicle for self improvement by the blind and for public education about blindness throughout the dominion of Canada.

  2. To function as a mechanism through which the blind and interested sighted persons can come together in local, provincial, and national meetings to plan and carry out programs to improve the quality of life for the blind.

  3. To provide a means by which blind adults can share their experience and act as mentors for blind children and support parents in their efforts to improve educational opportunities for blind children.

  4. To create a climate through public education to increase opportunities for blind people in employment and social integration.

  5. To take any other action similar to those above which will improve the overall condition and standard of living of the blind.

IV The operations of the Corporation may be carried on throughout Canada and elsewhere. V The place within Canada where the head office of the Corporation is to be situated is: Kelowna, British Columbia. VI It is specially provided that in the event of dissolution or winding-up of the Corporation all its remaining assets after payment of its liabilities shall be distributed to one or more qualified donees as defined under the provisions of the Income Tax Act or, registered charitable organizations in Canada.

VII In accordance with Section 65 of the Canada Corporations Act, it is provided that, when authorized by by-law, duly passed by the directors and sanctioned by at least two-thirds of the votes cast at a special general meeting of the members duly called for considering the by-law, the directors of the Corporation may from time to time a) borrow money upon the credit of the Corporation; b) limit or increase the amount to be borrowed; c) issue debentures or other securities of the Corporation; d) pledge or sell such debentures or other securities for such sums and at such prices as may be deemed expedient; and, e) secure any such debentures, or other securities, or any other present or future borrowing or liability of the Corporation, by mortgage, hypothec, charge or pledge of all or any currently owned or subsequently acquired real and personal, movable and immovable, property of the Corporation and the undertaking and rights of the Corporation. Any such by-law may provide for the delegation of such powers by the directors to such officers or directors of the corporation to such extent and in such manner as may be set out in the by-law.

Nothing herein limits or restricts the borrowing of money by the Corporation on bills of exchange or promissory notes made, drawn, accepted or endorsed by or on behalf of the Corporation.

VIII The by-laws of the Corporation shall be those filed with the application for letters patent until repealed, amended, altered or added to. IX The Corporation is to carry on its operations without pecuniary gain to its members and any profits or other accretions to the Corporation are to be used in promoting its objects.

BY-LAWS NATIONAL FEDERATION OF THE BLIND: ADVOCATES FOR EQUALITY

The objects of the Corporation are:

  1. To serve as a vehicle for self improvement by the blind and for public education about blindness throughout the dominion of Canada.

  2. To function as a mechanism through which the blind and interested sighted persons can come together in local, provincial, and national meetings to plan and carry out programs to improve the quality of life for the blind.

  3. To provide a means by which blind adults can share their experience and act as mentors for blind children and support parents in their efforts to improve educational opportunities for blind children.

  4. To create a climate through public education to increase opportunities for blind people in employment and social integration.

  5. To take any other action similar to those above which will improve the overall condition and standard of living of the blind.

CONDITIONS OF MEMBERSHIP

  1. Membership in the Corporation shall consist of two classes of members: active members and supporting members. At least a majority of the active members of this Corporation must be blind. Active membership shall be of two (2) classifications: active members who are affiliated with provincial affiliates or divisions and active members who are not affiliated with provincial affiliates or divisions.

a) All active members of provincial affiliates or divisions shall upon application become active members of this Corporation, with the right to vote, serve on committees, speak on the floor, and hold office.

b) Any person who is not affiliated with a provincial affiliate or division may upon application become an active member of this corporation by receiving a majority vote of the active members voting at a convention or by complying with requirements established by the board of directors. The board of directors shall establish procedures for admission of divisions and shall determine the structure of divisions. The divisions shall, with the approval of the board, adopt constitutions and determine their membership policies. Membership in divisions shall not be conditioned upon membership in provincial affiliates. Any person may become a supporting member of this corporation through procedures established by the convention or the board of directors. Supporting members shall have all the rights and privileges of active members, except that they may not vote, hold office, or serve on the board of directors.

  1. The board of directors shall determine the annual dues to be paid by active members in the provincial affiliates and divisions. No person may vote who is delinquent in the payment of his or her dues. Supporting members shall not pay dues.

  2. Any member may withdraw from the Corporation by delivering to the Corporation a written resignation and lodging a copy of the same with the secretary of the Corporation.

  3. Provincial affiliates shall be organizations of the blind controlled by the blind. No organization shall be recognized as an "organization of the blind controlled by the blind" unless at least a majority of its voting members and a majority of the voting members of its local chapters are blind.

  4. The board of directors shall establish procedures for the admission of provincial affiliates. There shall be only one provincial affiliate in each province.

  5. Any member may be expelled; and any chapter, provincial affiliate or division may be expelled, suspended, or reorganized for violation of these by-laws or for conduct unbecoming to a member, chapter, provincial affiliate, or division of this corporation by a majority vote of the active members voting at any regular business session of this Corporation, or by a two-thirds (2/3) vote of the board of directors. If the action is to be taken by the board of directors, there must be good cause, and a good faith effort must have been made to try to resolve the problem by discussion and negotiation. If a dispute arises as to whether there was "good cause", or whether the board made good faith effort", the National Convention (acting in its capacity as the supreme authority of the Corporation) shall have the power to make final disposition of the matter; but until or unless the board's action is reversed by the National Convention, the ruling of the board shall continue in effect.

HEAD OFFICE

  1. Until changed in accordance with the Act, the Head Office of the Corporation shall be in the City of Kelowna, British Columbia.

BOARD OF DIRECTORS

  1. The function of the board of directors as the governing body of the Corporation between Conventions is to make policies when necessary and not in conflict with the policies adopted by the Convention. Policy decisions which can reasonably be postponed until the next meeting of the National Convention shall not be made by the board of directors. The board of directors shall serve as a credentials committee. It shall have the power to deal with organizational problems presented to it by any member, local chapter, provincial affiliate, or division; shall decide appeals regarding the validity of elections in local chapters, provincial affiliates, or divisions; and shall certify the credentials of voters when questions regarding the validity of such credentials arise.

  2. Under the leadership of the president the property and business of the Corporation shall be managed by a board of six (6) directors of whom four (4) shall constitute a quorum. Directors must be individuals, 18 years of age, with power under law to contract. All directors must be blind and active members of the Corporation.

  3. The applicants for incorporation shall become the first directors of the Corporation whose term of office on the board of directors shall continue until their successors are elected at the third annual meeting of members. At the third meeting of members, the board of directors then elected shall replace the provisional directors named in the letters patent of the Corporation.

  4. Directors shall be elected for a term of two (2) years by the members at an annual meeting of members. The president, second vice- president and secretary shall be elected during odd numbered years, and the first vice-president, treasurer and other board members during even numbered years.

  5. The office of director shall be automatically vacated: a) if a director shall resign his office by delivering a written resignation to the secretary of the Corporation; b) if he is found by a court to be of unsound mind; c) if he becomes bankrupt or suspends payment or compounds with his creditors; d) if at a special meeting of the members a motion is passed by a majority of the members present at the meeting that he be removed from office. A board member may be suspended for violation of a policy of the organization or for other action unbecoming to a member of the Corporation. The board may not suspend one of its own members except for good cause and after a good faith effort has been made to try to resolve the problem by discussion and negotiation. If a dispute arises as to whether there was "good cause" or whether the board made "a good faith effort", the National Convention (acting in its capacity as the supreme authority of the Corporation) shall have the power to make final disposition of the matter; but until or unless the board's action is reversed by the National Convention, the ruling of the board shall continue in effect; e) on death; provided that if any vacancy shall occur for any reason in this paragraph contained, the board of directors by majority vote, may, by appointment, fill the vacancy with a member of the Corporation, until the next annual meeting of the members.

  6. Meetings of the board of directors may be held at any time and place to be determined by the president or the written request of any two (2) members provided that 48 hours written notice of such meeting shall be given, other than by mail, to each director. Notice by mail shall be sent at least 14 days prior to the meeting. There shall be at least one (1) meeting per year of the board of directors. No error or omission in giving notice of any meeting of the board of directors or any adjourned meeting of the board of directors of the Corporation shall invalidate such meeting or make void any proceedings taken thereat. If a majority of the directors of the Corporation consent thereto generally or in respect of a particular meeting, a director may participate in a meeting of the board or of a committee of the board by means of such conference telephone or other communications facilities as permit all persons participating in the meeting to hear each other, and a director participating in such a meeting by such means is deemed to be present at the meeting. A resolution in writing, signed by all the directors entitled to vote on that resolution at a meeting of directors or committee of directors is as valid as if it had been passed at a meeting of directors or committee of directors.

  7. The directors shall serve as such without remuneration and no director shall directly or indirectly receive any profit from his position as such; provided that a director may be paid reasonable expenses incurred by him in the performance of his duties. Nothing herein contained shall be construed to preclude any director from serving the Corporation as an officer or in any other capacity and receiving compensation therefor.

  8. A retiring director shall remain in office until the dissolution or adjournment of the meeting at which his retirement is accepted and his successor is elected.

  9. The board of directors with the approval of the president may appoint such agents and engage such employees as it shall deem necessary from time to time and such persons shall have such authority and shall perform such duties as shall be prescribed by the board of directors at the time of such appointment.

  10. The board of directors may, in its discretion, create a National Advisory Board and determine the duties, and qualifications of the members of the National Advisory Board.

INDEMNITIES TO DIRECTORS AND OTHERS

  1. Every director or officer of the Corporation or other person who has undertaken or is about to undertake any liability on behalf of the Corporation or any company controlled by it 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 out of the funds of the Corporation, from and against; a) all costs, charges and expenses which such director, officer or other person sustains or incurs in or about any action, suit or proceedings which is brought, commenced or prosecuted against him, or in respect of any act, deed, matter of thing whatsoever, made, done or permitted by him, in or about the execution of the duties of his office or in respect of any such liability; b) all other costs, charges and expenses which he sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his own willful neglect or default.

POWERS OF DIRECTORS

  1. The directors of the Corporation may administer the affairs of the Corporation in all things and make or cause to be made for the Corporation, in its name, any kind of contract which the Corporation may lawfully enter into and, save as hereinafter proved, generally, may exercise all such other powers and do all such other acts and things as the Corporation is by its charter or otherwise authorized to exercise and do.

  2. The directors shall have power to authorize expenditures on behalf of the Corporation from time to time and may delegate by resolution to an officer or officers of the Corporation the right to employ and pay salaries to employees. The directors shall have the power to enter into a trust arrangement with a trust company for the purpose of creating a trust fund in which the capital and interest may be made available for the benefit of promoting the interest of the Corporation in accordance with such terms as the board of directors may prescribe.

  3. The board of directors shall take such steps as they may deem requisite to enable the Corporation to acquire, accept, solicit or receive legacies, gifts, grants, settlements, bequests, endowments and donations of any kind whatsoever for the purpose of furthering the objects of the Corporation.

OFFICERS

  1. The officers of the Corporation shall be a president, first vice-president, second vice-president, secretary and treasurer and any such other officers as the board of directors may by by-law determine. Any two offices may be held by the same person. All officers must be on the board of directors of the Corporation. They shall be elected biannually by majority vote of the membership at an annual meeting of members. Officers shall be subject to removal by resolution of the board of directors at any time. A reasonable remuneration for all officers shall be fixed by the board of directors by resolution.

DUTIES OF OFFICERS

  1. The president shall be the chief executive officer of the Corporation. He shall preside at all meetings of the Corporation and of the board of directors. He shall see that all orders and resolutions of the annual convention are carried into effect. He shall see that all orders and resolutions of the board of directors are carried into effect. He shall have the general and active management of the affairs of the Corporation: authorizing expenditures from the Corporation treasury in accordance with and in implementation of the policies established by the convention; appointing all committees of the Corporation; coordinating all activities of the Corporation, including the work of other officers and of committees; hiring, supervising, and dismissing staff members and other employees of the Corporation, and determining their numbers and compensation; taking all administrative actions necessary and proper to put into effect the programs and accomplish the purposes of the Corporation.

  2. The vice-president shall, in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties as shall from time to time be imposed upon him by the president.

  3. The treasurer shall have the custody of the funds and securities of the Corporation and shall keep full and accurate accounts of all assets, liabilities, receipts and disbursements of the Corporation in the books belonging to the Corporation and shall deposit all monies, securities and other valuable effects in the name and to the credit of the Corporation in such chartered bank or trust company, or, in the case of securities, in such registered dealer in securities as may be designated by the president from time to time. He shall disburse the funds of the Corporation as may be directed by proper authority taking proper vouchers for such disbursements, and shall render to the president and directors at the regular meeting of the board of directors, or whenever they may require it, an accounting of all the transactions and a statement of the financial position, of the Corporation. He shall be custodian of the seal of the Corporation which he shall deliver only when authorized by the president and to such person or persons as may be named by the president. He shall also perform such other duties as may from time to time be directed by the president or the board of directors.

  4. The secretary may be empowered by the president to carry out the affairs of the Corporation generally under the supervision of the president thereof and shall attend all meetings and act as clerk thereof and record all votes and minutes of all proceedings in the books to be kept for that purpose. He shall give or cause to be given notice of all meetings of the members and of the board of directors, and shall perform such other duties as may be prescribed by the board of directors or president.

  5. The duties of all other officers of the Corporation shall be such as the terms of their engagement call for or the president requires of them.

POWERS AND DUTIES OF THE CONVENTION

  1. The Convention is the supreme authority of the Corporation. It is the legislature of the Corporation. As such, it has final authority with respect to all issues of policy. Its decisions shall be made after opportunity has been afforded for full and fair discussion. Members in attendance may participate in all convention discussions as a matter of right. Any active member of the Corporation may make or second motions, propose nominations, and serve on committees; and is eligible for election to office, except that only blind members may be elected to the National Board. Consistent with the democratic character of the Corporation, convention meetings shall be so conducted as to prevent parliamentary manoeuvre which would have the effect of interfering with the expression of the will of the majority on any question, or with the rights of the minority to full and fair presentation of their views. Issues of process shall be resolved in accordance with "Robert's Rules of Order". The Convention is not merely a gathering of representatives of separate provincial organizations. It is a meeting of the Corporation at the national level in its character as a national organization. Committees of the Corporation are committees of the national organization.

PROVINCIAL AFFILIATES

  1. Any organized group desiring to become a provincial affiliate of The National Federation of the Blind: Advocates for Equality shall apply for affiliation by submitting to the president of the National Federation of the Blind: Advocates for Equality, a copy of its constitution and a list of the names and addresses of its elected officers. Under procedures to be established by the board of directors, action shall be taken on the application. If the action is affirmative, the National Federation of the Blind: Advocates for Equality shall issue to the organization a charter of affiliation. Upon request of the national president the provincial affiliate shall provide to the national president the names and addresses of its members. Copies of all amendments to the constitution and/or by-laws of an affiliate shall be sent without delay to the national president. No organization shall be accepted as an affiliate and no organization shall remain an affiliate unless at least a majority of its voting members are blind. The president, vice-president (or vice-presidents), and at least a majority of the executive committee or board of directors of the provincial affiliate and of all of its local chapters must be blind. Affiliates must not merely be social organizations but must formulate programs and actively work to promote the economic and social betterment of the blind. Affiliates and their local chapters must comply with the provisions of the constitution of the Corporation. Policy decisions of the Corporation are binding upon affiliates and local chapters, and the affiliate and its local chapters must participate affirmatively in carrying out such policy decisions. The name National Federation of the Blind: Advocates for Equality, or any variant thereof is the property of the National Federation of the Blind: Advocates for Equality and any affiliate, or local chapter of an affiliate, which ceases to be part of the National Federation of the Blind: Advocates for Equality (for whatever reason) shall forthwith forfeit the right to use the name National Federation of the Blind: Advocates for Equality or any variation thereof. A general convention of the membership of an affiliate or of the elected delegates of the membership must be held and its principal executive officers must be elected at least once every two years. There can be no closed membership. Proxy voting is prohibited. Each affiliate must have a written constitution or by-laws setting forth its structure, the authority of its officers, and the basic procedures which it will follow. No publicly contributed funds may be divided among the membership of an affiliate or local chapter on the basis of membership, and (upon request from the National Office) an affiliate or local chapter must present an accounting of all of its receipts and expenditures. An affiliate or local chapter must not indulge in attacks upon the officers, board members, leaders, or members of the Corporation or upon the organization itself outside of the organization, and must not allow its officers or members to indulge in such attacks. This requirement shall not be interpreted to interfere with the right of an affiliate or local chapter, or its officers or members, to carry on a political campaign inside the Corporation for election to office or to achieve policy changes. However, the organization will not sanction or permit deliberate, sustained campaigns of internal organizational destruction by provincial affiliates, local chapters, or members. No affiliate or local chapter may join or support, or allow its officers or members to join or support, any temporary or permanent organization inside the Corporation which has not received the sanction and approval of the Corporation.

EXECUTION OF DOCUMENTS

  1. Contracts, documents or any instruments in writing requiring the signature of the Corporation, shall be signed by the president or his appointee with written appointment by the president, and all contracts, documents and instruments in writing so signed shall be binding upon the Corporation without any further authorization or formality. The president may give the Corporation's power of attorney to any registered dealer in securities for the purpose of the transferring of and dealing with any stocks, bonds, and other securities of the Corporation. The seal of the Corporation when required may be affixed to contracts, documents and instruments in writing signed as aforesaid.

MEETINGS

  1. The annual or any other general meeting of the members shall be held at the head office of the Corporation or at any place in Canada as the president may determine and on such day or days as the said president shall appoint. The board of directors may resolve that a particular meeting of members be held outside Canada.

  2. At every annual meeting, in addition to any other business that may be transacted, the report of the president, the financial statement and the report of the auditors shall be presented and auditors appointed for the ensuing year. The members may consider and transact any business either special or general at any meeting of the members. The board of directors or the president shall have power to call, at any time, a general meeting of members. Five (5%) per cent of members present in person at an annual meeting will constitute a quorum.

  3. Fourteen (14) days' written notice shall be given to each voting member of any annual or special general meeting of members. Notice of any meeting where special business will be transacted shall contain sufficient information to permit the member to form a reasoned judgment on the decision to be taken. Each voting member present at a meeting shall have the right to exercise one vote. A resolution in writing, signed by all the members entitled to vote on that resolution at a special meeting of members, is as valid as if it had been passed at a meeting of members.

  4. No error or omission in giving notice of any annual or general meeting or any adjourned meeting, whether annual or general, of the members of the Corporation shall invalidate such meeting or make void any proceedings taken thereat. For purpose of sending notice to any member, director or officer for any meeting or otherwise, the address of the member, director or officer shall be his last address recorded on the books of the Corporation.

VOTING OF MEMBERS

  1. At all meetings of members of the Corporation, every question shall be determined by a majority of votes unless otherwise specifically provided by statute or by these by-laws.

FINANCIAL YEAR

  1. Unless otherwise ordered by the board of directors, the fiscal year-end of the Corporation shall be December 31.

COMMITTEES

  1. The president may appoint committees except in the case of a National Nominating Committee whose members will hold their offices at the will of the president. The president shall determine the duties of such committees and may fix any remuneration to be paid.

AMENDMENT OF BY-LAWS

  1. The by-laws of the Corporation not embodied in the letters patent may be released or amended by by-law enacted by a majority of the directors at a meeting of the board of directors and sanctioned by an affirmative vote of at least two-thirds (2/3) of the members at a general meeting of the members, provided that the repeal or amendment of such by-laws shall not be enforced or acted upon until the approval of the Minister of Consumer and Corporate Affairs has been obtained.

AUDITORS

  1. The president shall, at each annual meeting, recommend an auditor to audit the accounts of the Corporation for report to the members at the next annual meeting. This recommendation shall be ratified by the general membership at the annual meeting. The auditor shall hold office until the next annual meeting provided that the directors may fill any casual vacancy in the office of the auditor. The remuneration of the auditor shall be negotiated by the president, or his appointee.

BOOKS AND RECORDS

  1. The directors shall see that all necessary books and records of the Corporation required by the by-laws of the Corporation or by any applicable statute or law are regularly and properly kept.

RULES AND REGULATIONS

  1. The president and the board of directors may prescribe such rules and regulations not inconsistent with the by-laws relating to the management and operation of the Corporation as they deem expedient, provided that such rules and regulations shall have force and effect only until the next annual meeting of the members of the Corporation when they shall be confirmed, and failing such confirmation at such annual meeting of members, shall at and from that time cease to have any force and effect.

INTERPRETATION

  1. In these by-laws and in all other by-laws of the Corporation hereafter passed unless the context otherwise requires, words importing the singular number or the masculine gender shall include the plural number or the feminine gender, as the case may be, and vice versa, and references to persons shall include firms and corporations.