Board and Administration - KidsAbility

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10.2 Financial Institution The banking shall be conducted at the bank, trust company, or credit union approved by resolution of the Board. 10.3 Authorized Activities The persons authorized to complete the banking are authorized to: (a) set up and operate accounts or make other banking arrangements as necessary; (b) execute any arrangements with the financial institution to facilitate the banking arrangements; (c) deposit into the account of the Corporation all money and cheques and negotiable instruments payable to the Corporation; (d) issue receipts for property received by the Corporation; (e) make and sign cheques on behalf of the Corporation; and (f) conduct other activities authorized by resolution of the Board. 11.1 Definitions For the purposes of this Article 11: ARTICLE 11 DECLARATION OF INTEREST � two persons are partners if they have lived together for at least one year and have a conjugal relationship; and � two persons are relatives if they are related by blood, marriage or adoption. 11.2 Interest in a Contract or Transaction A Director who has an interest, directly or indirectly, in any contract, transaction, proposed contract or proposed transaction under consideration by the Board, or a Director who has knowledge that his or her partner or a relative has an interest, directly or indirectly, in any contract, transaction, proposed contract or proposed transaction under consideration by the Board shall: BY-LAW NO. 1 (2011) KIDSABILITY CENTRE FOR CHILD DEVELOPMENT FOUNDATION 22
(a) declare to the Board the nature and extent of the interest as soon as possible and not later than the meeting at which the matter is to be considered; (b) refrain from taking part in any discussion or vote related to the matter; and (c) withdraw from the meeting when the matter is being discussed if required to do so by a majority of Directors present at the meeting, or if the Director in his or her discretion wishes to do so. 11.3 Effect of Disclosure A Director who has declared his or her interest in a contract or transaction or a proposed contract or transaction and who has not voted in respect thereof, shall not be accountable to the Corporation, or its creditors, for any profit realized from the contract and the contract is not voidable by reason only of such Director holding that office or of the fiduciary relationship established thereby. 11.4 Failure to Declare Where the Board is of the opinion that a conflict of interest exists that has not been declared, the Board may declare, by a resolution carried by two-thirds of the Directors present at the meeting, that a conflict of interest exists and in each such case the provisions of Section 11.2(b) and 11.2(c) shall apply as if the Director had declared the interest. ARTICLE 12 KIDSABILITY FOUNDATION ADVISORY COUNCIL 12.1 KidsAbility Foundation Advisory Council There may be a Council of Advisors of the Corporation to be known as KidsAbility Foundation Advisory Council who shall be composed of a number of individuals who will be proposed by the Nominating Committee to the Board of Directors for election in accordance with guidelines approved by the Board of Directors, who shall be elected to the Advisory Council by the Board of Directors of the Corporation. Present Directors of the Corporation and Committee Members may be elected as Members of the Advisory Council. 12.2 Duties of Members of Advisory Council Members of the Advisory Council should consult with, advise, and make recommendations from time to time to the Board of Directors on matters of policy which may from time to time arise, BY-LAW NO. 1 (2011) KIDSABILITY CENTRE FOR CHILD DEVELOPMENT FOUNDATION 23
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Board and Administration - KidsAbility

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