1.�� By-law No. 1 of Nepean Seniors' Home Support, as amended by By-law Nos. 2 and 3, and 4,� is hereby amended by deleting its contents in their entirety and by substituting therefor the following:

�� BY-LAW NO. 1

A By-law relating to the transaction of the affairs of Nepean Seniors' Home Support.

�� INTERPRETATION

1.00� �� �Interpretation� For the purposes of this By-law:

The singular includes the plural;

The masculine gender includes the feminine and neuter genders and the feminine gender includes the masculine and neuter genders;

"Board" means the Board of Directors of the Corporation;

"By-law" means this by-law as from time to time amended and supplemented by other by-laws;

"Corporation" means Nepean Seniors' Home Support;

"Ex Officio", in reference to membership on the Board of Directors, means membership "by virtue of the office" and, unless otherwise indicated herein, includes all rights, responsibilities and power to vote exercised by a director;

"Executive Committee" means that Standing Committee referred to in Section 5.02;

"Member" or "Members" has the meaning set forth in Section 6.00;

"Member in good standing" means members who have met all of the requirements for membership, including payment of fees, if any;

"Nominating Committee" means the Standing Committee referred to in� Section 5.01;

"Past President" means the person whose term of office as President has most recently expired and who is willing to serve as such;�
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"Proxy" means an instrument in writing, signed by the person giving it, in which such person appoints another to act in his stead for a stated purpose.

�� HEAD OFFICE

2.00�� Head Office The Head Office of the Corporation shall be in the City of Nepean, in the Regional Municipality of Ottawa-Carleton, or any successor thereto, and at such place therein as the directors may from time to time determine.

�� SEAL

3.00�� Seal� The Seal, an impression of which is stamped in the margin hereof, shall be the Corporate Seal of the Corporation.

BOARD OF DIRECTORS

4.00�� Composition of Board� The affairs of the Corporation shall be managed by a board of at least twelve (12) directors, each of whom shall be a member of the Corporation at the time of his� election.� Subject to Section 4.01, the directors shall be elected by the members of the Corporation at the Annual General Meeting, for a term of three (3) years.� A� paid employee of the Corporation shall not be eligible to serve as a voting member of the Board of Directors.� No person may serve more than two consecutive three-year terms, except after an absence from the Board of Directors of one (1) year following completion of the last three (3) year term.� Notwithstanding this provision, the term of any person as a director may be extended to coincide with the completion of such person's term of office as President, Vice-President or Past President.

4.01�� Filling of Vacancies on Board of Directors Any vacancy on the Board of Directors, caused by death, resignation or removal from office of a director, may, so long as a quorum of directors remain in office, be filled by the directors from among the persons qualified for election or appointment until the next Annual General Meeting.� Otherwise, such vacancy shall be filled at the next Annual General Meeting of the members at which the directors for the ensuing term are elected.� If there is not a quorum of directors, the remaining directors shall forthwith call a meeting of the members to fill the vacancy.

4.02�� Resignation or Removal of Director The office of director shall be automatically vacated:

a)�� if a director resigns his� office by delivering a written resignation to the Secretary of the Corporation;

b)�� if at a meeting of members called for the purpose, of which such director has been given due notice and at which such director has been given an opportunity to be heard, a resolution is passed by ballot by two-thirds (2/3) of the members present at the meeting that he� be removed from office;�

c)�� if the Board removes the director upon motion duly passed at a meeting of the Board, of which such director has been given due notice and at which such director has been given an opportunity to be heard, for the reason that� the director has been absent for three (3) or more consecutive meetings of the Board without having given prior notice to the Secretary or to the Nepean Seniors' Home Support office or, without sufficient cause, of which the Board shall be the sole judge;

4.03�� Quorum and Meetings, Board of Directors�� A majority of the directors shall form a quorum for the transaction of business at any meeting of the Board of Directors.� Except as otherwise required by law, the Board of Directors may hold meetings at such place or places as it may from time to time determine.� No formal notice of any such meeting shall be necessary if all the directors are present, or if those absent have signified their consent to the meeting being held in their absence.�� Directors' meetings may be formally called by the President or by the Vice-President or by the Secretary on the direction of the President or Vice-President, or by the Secretary on the direction in writing of a majority of directors.� Notice of such meetings shall be delivered or telephoned to each director not less than one day before the meeting is to take place.� The statutory declaration of the Secretary or the President that notice has been given pursuant to this By-law shall be sufficient and conclusive evidence of the giving of such notice. The Board may appoint a day or days in any month or months for regular meetings at an hour to be named and no notice need be sent of such regular meeting. For the purpose of giving notice to any director for any meeting the address or telephone number of the director shall be his� last address or telephone number recorded on the books of the Corporation. Any meetings of the directors may be adjourned to any time and date. Such business may be transacted at any adjourned meeting as might have been transacted at the original meeting from which the adjournment took place.� No notice shall be required of any such adjournment.� Such adjournment may be made notwithstanding that no quorum is present.

4.04�� Errors in Notice, Board of Directors� No error or omission in giving� notice of a meeting of the Board of Directors shall invalidate such meeting or invalidate or make void any proceedings taken or had at such meeting.� Any director may at any time waive notice of a meeting, and may ratify and approve of any or all proceedings taken or had thereat.

4.05�� Voting, Board of Directors�� Questions arising at any meeting of the directors shall be decided by a majority of votes.� In the event of equality of votes, the President shall have, in addition to his original vote, a second or casting vote.� All votes at such meeting shall be taken by ballot if so demanded by any director present, but if no demand be made, the vote shall be taken in the usual way by assent, or dissent.� A declaration of the Chair-person that a resolution has been carried and an entry to that effect in the minutes shall be admissible in evidence 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.

4.06�� Powers, Board of Directors The Board of 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, provided 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.� Without in any way derogating from the foregoing, the directors are expressly empowered, from time to time, to purchase, lease or otherwise acquire, alienate, sell, exchange or otherwise dispose of shares, stocks, rights, warrants, options and other securities, lands, buildings and other property, movable or immovable real or personal, or any right or interest� therein owned by the Corporation, for such consideration and upon such terms and conditions as they may deem advisable.

4.07�� Additional Board Authority and Function�� Without limiting the generality of the� power and authority of the Board of Directors stated in Section 4.06 hereof, the Board shall carry out the following additional functions as may be appropriate or desirable:

a)�� review the mission and goals of the Corporation periodically and recommend changes to the Corporation when appropriate;

b)�� monitor the activities and establish such procedures deemed necessary to ensure compliance with the relevant statutes governing its activities, and the regulations made thereunder;

c)�� ensure the development, implementation and follow-up of a strategic plan as well as periodic review thereof and revisions thereto as may be appropriate or desirable;

d)�� formulate policies in order that the President and the various committees established by the Board may delineate general guidelines for the management of the Corporation;

e)�� approve the appointment and termination of the Executive Director and ensure that mechanisms are in place for the fulfilment of his� duties and responsibilities;

f)�� ensure that proper professional standards for the care of clients are maintained;

g)�� ensure that accurate records are maintained on all clients and staff;

h)�� develop and adopt a system of financial controls that will serve to preserve and maintain the financial integrity of the Corporation;

i)�� be responsible for the care, custody and maintenance of the real and personal property of the Corporation;

j)�� ensure that the Executive Director and staff develop a plan to deal with emergency situations;

k)�� develop and implement an occupational health and safety program;

l)�� prepare an orientation program for new Board members;

m)�� put forward at the Annual General Meeting of members, the Board's proposal for the appointment of an external auditor for approval by the members;

n)�� regularly review the by-laws of the Corporation and up-date them, if necessary;

o)�� prepare, regularly review and up-date, if necessary, an operational manual with respect to the programs and services offered by the Corporation;

p)�� regularly review and up-date, if necessary, the personnel manual;

q)�� ensure that the identity, linguistic character and values held by clients are respected and promote the values expressed in the mission statement;

r)�� consider delegating authority to one of more directors, members or employees with respect to the making of statements to the press or public about matters brought before the Board.

4.08�� Remuneration of Directors The directors shall serve as such without remuneration, and they shall not directly or indirectly receive any profit from their position as such; provided that directors may be paid or reimbursed their reasonable expenses incurred in the performance of their duties.��

4.09�� Liability and Indemnification of Directors Every director or officer of the Corporation, every member of a committee or any person who has or is about to undertake any liability on behalf of the Corporation and his heirs, executors, estate trustees and administrators, or any corporate body controlled by the Corporation, 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 whatsoever that he� sustains or incurs in or about any action, suit or proceeding that is brought, commenced or prosecuted against him, for or in respect of any act, deed, matter or thing whatsoever, made, done or permitted by him, in or about the execution of his� duties or his� office; and

b)�� all other costs, charges and expenses that 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, or are covered by his own personal insurance;

provided that he� acted honestly and in good faith with a view to the best interests of the Corporation and, in the case of a criminal or administrative action or proceed�ing that is enforced by a monetary penalty, he� had reason�able grounds for believing that his� conduct was lawful.

4.10�� Directors' and Officers' Liability Insurance� Subject to the limitations contained in the Corporations Act, or any other statute under which the Corporation has been continued, the Corporation may purchase and maintain such liability insurance for the benefit of its directors and officers as such, as the Board may from time to time determine.

4.11�� Conflict of Interest�� Any possible conflict of interest on the part of a member of the Board or a committee thereof, shall be disclosed to the Board.� When any such interest becomes a matter of Board action, such member shall not vote or use personal influence on the matter and shall not be counted in the quorum for the decision of the Board on the interest.� The minutes of all action taken on such matters shall clearly reflect that these requirements have been met.

4.12�� Confidentiality� �Every director of the Board, member of a committee of the Board and employee of the Corporation shall respect the confidentiality of all confidential matters brought before the Board or before any committee.

�� COMMITTEES OF THE BOARD

5.00 �� Appointment of Committees by the Board� The Board may appoint from time to time such standing committees or special committees as may be deemed necessary to carry out the objectives of the Corporation or to advise the Board.� The Board shall prescribe the duties and terms of reference of such committees.� Standing committee chair-persons shall be members of the Board and shall be appointed by the Board in consultation with the Nominating Committee. The President shall be ex-officio a member of all standing committees. The chair-person of each standing committee may make additional one-year appointments to the committee from the members.
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5.01�� Nominating Committee� Prior to the call of the Annual General Meeting at which the directors are to be elected, the Board shall appoint a Nominating Committee consisting of three directors.� The Chair-person of the Nominating Committee shall be the Past President, if possible, or a member of the executive.� This Committee shall solicit names of individuals who could act as directors and officers of the Corporation and members of committees and shall submit a list of nominees for directors to the Annual General Meeting of the members.� Nothing in the foregoing precludes members at large from nominating as directors candidates who have signified their consent.� Any such nomination by a member at large and the consent of the nominated person shall be in writing and delivered to the Secretary of the Corporation at least fifteen (15) days before the Annual General Meeting.� In addition to its role in nominating directors, the Nominating Committee shall submit a list of nominees for officers of the Corporation to the first meeting of the Board of Directors to be held following the Annual General Meeting.� This Committee shall also act in an advisory capacity to the Board regarding the appointment of committee chair-persons.

5.02�� Executive Committee of the Board� The Board may appoint an Executive Committee and this Committee shall comprise the President, the Past President, the Vice-President, the Treasurer, the Secretary and the Executive Director.� In the event that the Secretary is not an elected member of the Board, he� shall be a non-voting member of the Board.� A quorum of the Executive Committee shall be a majority of the members of the Committee.� The Board of Directors may delegate to the Executive Committee all the powers of the Board to transact business, subject to ratification of all actions of the Executive Committee at the next regular meeting of the Board of Directors.� The Executive Committee shall:

a)�� exercise full powers of the Board in all matters of administrative urgency, reporting every act at the next meeting of the Board;

b)�� study and advise or make recommendations to the Board on any matters as directed by the Board; and

c)�� with the Chair-person, ensure that an annual performance review of the Executive Director occurs and oversee the process to set the compensation of the Executive Director on an annual basis.

5.03�� Minutes of Committee Meetings The minutes or record of all committee meetings shall be forwarded to the Executive Director.

�� MEMBERSHIP

6.00�� Membership�� Membership in the Corporation shall consist of such persons as are admitted as members by the Board of Directors.� Those applying for membership shall require the approval of the Board of Directors and, if it is the majority opinion of the Board of Directors that the said person or persons would not uphold, or would threaten in any way, the objects of the Corporation, then membership may be refused.� The membership shall consist of Regular and Honorary Members.� The Board of Directors may delegate to the Executive Director or such other person or committee as it may choose, its authority to approve applications for membership; however, any refusal of membership shall be dealt with by the Board of Directors.

6.01�� Regular Members� Regular members shall consist of such interested persons as may seek membership in the Corporation, pay the required membership fees and be accepted as such by the Board of Directors.� Each regular member in good standing shall be entitled to one vote on each question arising at any special or general meeting of the members

6.02�� Honorary Members and Officers� The directors may from time to time, by resolution, appoint Honorary Officers and Honorary Members as may appear appropriate.� Honorary Members shall be entitled to all privileges of membership except the right to vote and hold office (with the exception of honorary office). The original applicants for incorporation of the Corporation shall be granted honorary membership for life.

6.03�� Resignation or Removal of Member� Any member may be required to resign by a vote of two-thirds of the members at any meeting of the membership, for which notice to pass such a resolution has been given to the member.� A member may resign at any time by giving written notice to the Secretary of the Corporation.� In the event of such resignation, any fees paid shall not be refundable.�

6.04�� Membership Not Transferable� Membership in the Corporation shall not be transferable.

6.05 Membership Fees The Board of Directors may at any time and from time to time
a) Determine if fees are to be payable as a condition of membership, except for honorary membership for which no fees shall be payable
b) fix the amount of dues or fees payable by members other than honorary members; and,
c) waive the fees otherwise payable for any class of member, such as volunteers, donors or directors

�6.06�� Default in Payment of Fees� The Secretary shall notify the members of dues or fees at any time payable by them and if they are not paid within thirty days of the date of such notice, the members in default shall thereupon automatically cease to be members of the Corporation, but any such members may on payment of all unpaid dues or fees be reinstated.

6.07 Members in Good Standing Members who have met all of the requirements for membership, including payment of fees, if any, shall be considered as members in good standing.

ANNUAL AND OTHER MEETINGS OF MEMBERS

7.00�� Annual Meetings of Members The Annual Meeting of the members shall be held at the head office of the Corporation or elsewhere in the Regional Municipality of Ottawa-Carleton, or successor thereto, as the Board of Directors may determine and on such a day as the directors may appoint (but not later than six months after the end of the fiscal year) for the purpose of:

a)�� hearing and receiving the reports and statements of the Board of Directors, the Executive Director and as otherwise may be required by law to be laid before the Corporation at an Annual Meeting;

b)�� receiving the report of the Nominating Committee and electing such directors as are to be elected at such Annual Meeting;

c)�� appointing the auditor and authorizing the Board of Directors to fix his� remuneration;

d) receiving the audited financial statements of the Corporation for the last-completed fiscal year; and,

e)�� the transaction of any other business properly brought before the meeting.

7.01�� General Meetings of Members The Board of Directors may at any time call a General Meeting of the members for the transaction of any business, the general nature of which shall be specified in the notice calling the meeting.� Such meeting shall take place at the head office of the Corporation or elsewhere in the Province of Ontario, and on such date and at such time as the Board of Directors may determine. A General Meeting of members may also be called by the members as provided in the Corporations Act.

7.02 �� Notice of Meeting�� Notice of any Annual or General Meeting of members shall be mailed to members and, in the case of the Annual Meeting, the Auditor of the Corporation, at least thirty (30) days prior to the date of the meeting.� Such notice shall specify the nature of the business to be transacted at the meeting and in the case of the Annual General Meeting shall describe the requirements for the nomination of directors by members at large as set out in Section 5.01.

7.03�� Who May Vote�� Only members in good standing shall be eligible to vote at any Annual or General Meeting of members.

7.04�� Errors or Omission in Notice�� No error or omission, made in good faith, 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 and any member may at any time waive notice of any such meeting and may ratify, approve and confirm any or all proceedings taken or had thereat.� For the purpose of sending notice to any member, director or officer for any meeting or otherwise, the address of any member, director or officer shall be his� last address recorded on the books of the Corporation.

7.05 �� Quorum�� A quorum for the transaction of business at any meeting of members shall consist of the lesser of seventy-five percent (75%) of the members in good standing or twelve (12) members in good standing who are present in person or by proxy.

7.06�� Voting of Members�� At all meetings of members, each member of the Corporation shall be entitled to one vote and every question shall be decided by a majority of the votes of the members in good standing present in person or by proxy unless otherwise required by the By-laws of the Corporation, or by law.� Every question shall be decided in the first instance by a show of hands, every member having voting rights shall have one vote, and unless a poll be demanded, a declaration by the Chair-person that a resolution has been carried or not carried and an entry to that effect in the minutes of the meeting shall be admissible in evidence as prima facie proof of the fact without proof of the number or proportion of the votes accorded in favour of or against the 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 votes given by the members present in person or by proxy and such poll shall be taken in such a manner as the Chair-person shall direct and the result of such poll shall be deemed the decision of the Corporation in General Meeting upon the matter in question.� In case of an equality of votes at any General Meeting, whether upon a show of hands or at a poll, the Chair-person shall have a casting vote.� The Chair-person shall not otherwise have a vote.

7.07�� Adjournments�� Any meetings of the members of the Corporation may be adjourned to 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 AND THEIR DUTIES

8.00�� The Officers of the Corporation�� The officers of the Corporation shall be the President, Past President, the Vice-President, the Executive Director, the Secretary and the Treasurer, and such other officers as the Board of Directors may determine by By-law from time to time.� One person may hold more than one office except the office of President.� The officers, except the immediate Past President and the Executive Director, shall be elected by the Board of Directors from among their number at the first meeting of the Board after each Annual General Meeting at which� directors have been elected. In default of such election the then incumbents who are members of the Board, shall hold office until their successors are elected.� The outgoing President shall occupy the position of Past President until the election of a new President at a subsequent election.� Subject to the provisions of this By-law, the responsibilities of all officers shall be determined from time to time by the Board.

8.01�� President�� The President shall be the Chair-person of the Board of Directors, and shall� preside at all meetings of the members of the Corporation and of the Board of Directors. The President shall be a member, ex officio, of all committees of the Board; however, the President shall not be required or expected to attend all committee meetings in part or in whole but may do so without invitation. The President shall also be charged with the general management and supervision of the affairs and operations of the Corporation. The President with the Secretary or other officer appointed by the Board for the purpose shall sign all by-laws.

8.02 Past President The Past President will carry out such duties as may be directed by the President.
8.03 Vice-President The Vice-President shall, in the absence, disability or death 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 Board.

8.04�� Secretary� The Secretary shall:

1) attend all sessions of the Board and all meetings of the members and act as clerk thereof;�
2) ensure that all votes are recorded and minutes taken of all proceedings and ensure that these are maintained in books for the purpose;
3) ensure that notice of all meetings is provided to the appropriate members;
4) be responsible for Board correspondence;
5) be responsible for the list of members, the corporate minute book and other documents;
6) sign membership cards and/or certificates, subject to the delegation of this authority by the Board to the Executive Director or other person as it may choose; and
7) be the custodian of the Corporate seal.

8.05�� Treasurer� The Treasurer shall direct and oversee the financial activities of the Corporation,� and shall:

1) be responsible for all financial matters of the Corporation;

2) maintain or cause to have maintained accurate records of all receipts and disbursements, assets, liabilities and financial transactions of the corporation in proper books of account;

3) ensure that an annual budget is prepared at the beginning of the financial year for approval of the Board;

4) ensure that all monies or other valuable effects in the name and to the credit of the Corporation are deposited in such bank or banks as may from time to time be designated by the Board;

5) ensure the proper disbursement of the funds of the Corporation taking proper vouchers therefore and shall render to the Board an account of all transactions;

6) ensure the preparation of the annual report at the end of the financial year;

7) ensure that all records and the annual report are submitted for audit purposes;

8) ensure that financial matters are reported to the Board on a regular basis and to the Corporation at the annual meeting; and

9) ensure that the annual statements and other corporate financial books of account are kept safe and secure.�

8.06 �� Executive Director The Executive Director shall be a person appointed by the Board, who shall hold office at the pleasure of the Board.� Subject to any duties or responsibilities imposed upon him� or any directions given to him� from time to time by the Board, the Executive Director shall be the chief operating officer of the Corporation, responsible for all its operations.� Without limiting the generality of the foregoing, the Executive Director shall be responsible for:

a)�� the standards and programs of the Corporation; and,

b)�� the executive functioning of the Corporation, subject to the overall supervision of the Board.

The Executive Director shall be given notice of, and shall be entitled to attend, all meetings of the Board and committees thereof.� At such meetings, the Executive Director shall be entitled to speak and be heard, but not to vote.

8.07�� Recording Secretary� The Recording Secretary� may be an appointment by the Board from the staff of the Corporation, for the purpose of producing consistent, timely minutes to be distributed to the Board of Directors.

8.08�� Other Officers� The duties of all other officers of the Corporation shall be such as the terms of their engagements call for or the Board of Directors requires of them.

FINANCIAL PROCEEDINGS

9.00�� Financial Year�� Unless otherwise ordered by the Board of Directors, the fiscal year of the Corporation shall terminate on the 31^st day of March in each year.

9.01�� Cheques, etc�� All cheques, bills or exchange or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Corporation shall be signed by the Executive Director and one of the Treasurer, the President or Vice-President in such manner as shall from time to time be determined by resolution of the Board of Directors and any such officer or officers may alone endorse notes or drafts for collection on account of the Corporation through its bankers, and endorse notes and cheques for deposit with the Corporation's bankers for the credit of the Corporation, or the same may be endorsed "for collection" or "for deposit" with the bankers of the Corporation by using the Corporation's rubber stamp for the purpose.

Any one of such officers so appointed may arrange, settle, balance and certify all� books and accounts between the Corporation and the Corporation's bankers and may receive all paid cheques and vouchers and sign all the bank's forms of settlement of balances and releases or verification slips.

9.02�� Deposit of Securities for Safekeeping�� The securities of the Corporation shall be deposited for safekeeping with one or more bankers, trust Companies or other financial institutions to be selected by the Board of Directors. Any and all securities so deposited may be withdrawn, from time to time, only upon written order of the Corporation signed by such officer or officers of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors and such authority may be general or confined to specific instances. The institutions which may be so selected as custodians by the Board of Directors shall be fully protected in acting in accordance with the directions of the Board of Directors and shall in no event be liable for the due application of the securities so withdrawn from deposit of proceeds thereof.

9.03�� Borrowing�� Subject to the Letters Patent, the directors may from time to time:

1)�� borrow money on the credit of the Corporation; or

2) issue, sell or pledge securities of the Corporation; or

3) charge, mortgage, hypothecate or pledge all or any of the real or personal property of the Corporation, including books, debts, rights, powers, franchise, and undertakings to secure any securities or any money borrowed, or any debt, or any other obligation or liability of the Corporation. From time to time the directors may authorize any director, officer or employee of the Corporation or any other person to make arrangement with reference to the monies borrowed or to be borrowed as aforesaid and as to the terms and conditions of the loan thereof, and as to the securities to be given therefore, with power to vary or modify such additional securities for any monies borrowed or remaining due by the Corporation as the directors may authorize and generally to manage, transact and settle the borrowing of money by the Corporation.

9.04�� Execution of Documents�� Deeds, transfers, licenses, contracts and engagements out of the ordinary course of the business of the Corporation shall be signed by either the President or Vice-President, and by the Secretary, and the Secretary shall affix the Seal of the Corporation to such instruments as require the same. Contracts in the ordinary course of the Corporation's operations may be entered into on behalf of the Corporation by the President,� Vice-President, Secretary, Treasurer or by any person authorized by the Board. Notwithstanding any provisions to the contrary contained in the by-laws of� the Corporation, the Board of Directors may at any time by resolution direct the manner in which, and the person or persons by whom, any particular instrument, contract or obligations of the Corporation may or shall be executed.

AUDITOR

10.00� Auditor� The Corporation, at its Annual General Meeting, shall:

1)�� appoint an auditor who shall not be a member of the Board or an Officer or employee of the Corporation or a partner or employee of any such person, and who shall be duly licensed under the Public Accountancy Act (Ontario), to hold office until the next annual meeting of the members of the Corporation.

2) The auditor shall have all the rights and privileges as set out in the Corporations Act (Ontario) and shall perform the audit function as prescribed therein.

3) In addition to making the report at the Annual General Meeting of the members of the Corporation, the auditor shall from time to time report to the Board on the audit work with any necessary recommendations.
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BOOKS AND RECORDS

11.00� Books and Records� The Directors shall ensure 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.

NON-DISCRIMINATION

12.00� Non-Discrimination� Every person� who deals with Nepean Seniors' Home Support shall have the right to equal treatment with respect to services, goods and facilities, without discrimination because of race, ancestry, place of origin, colour, ethnic origin, citizenship, creed, sex, sexual orientation, age, marital status, family status or handicap.

AMENDMENT OF BY-LAW

13.00� Amendment of By-law� The By-laws of the Corporation may be repealed or amended by By-law(s) 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 of the votes cast at a general meeting of the members of the corporation duly called for the purpose of considering the said By-law(s).� Thirty (30) days' prior written notice shall be given to each member of any proposal to repeal or amend By-laws.

ENACTED by the Board of Directors and sealed with the seal of the Corporation this 22^nd day of September, 2005.*

��

�� President�� Secretary

This By-law was confirmed by the members of the Corporation on ��, 2005.

�

* September 22, 2005

� 2006 www.nepeansupport.com

By-Laws

����������������� INDEX TO THE BY-LAWS

�� INDEX TO THE BY-LAWS