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NOTICE FOR THE ANNUAL GENERAL MEETING of the National Educational Association of Disabled Students (NEADS)

(Ottawa, August 10, 2012)

Dear Members,
Notice is hereby given to all members that the ANNUAL GENERAL MEETING of the National Educational Association of Disabled Students (NEADS) will be held on the 10th day of November 2012 at the Hilton Vancouver Metrotown (6083 McKay Avenue, Burnaby, British Columbia) from 12:30 p.m. to 1:30 p.m to conduct the following business:

A G E N D A
1. Welcome address
2. Adoption of agenda
3. Minutes from previous AGM
4. Annual Report
5. Financial statements
6. Appointment of auditors
7. By-law modifications
8. Adjournment

Further information on the board of director’s election of officers will be made available on our website at a later date. According to the by-laws of the Association, only active members may attend and vote at the General Meeting. All members and the public are invited to attend, but cannot vote. No proxy attendance or voting will be allowed.  For further information please contact the NEADS National Office at (613) 380-8065, ext. 201 or toll free at 1-877-670-1256, extension 201.

September 10, 2012

Dear NEADS member,

Re: Notice of Vote on Constitutional Amendments

During this past Board term, the NEADS Governance Committee undertook a detailed review of our Constitution, in order to determine whether the existing document was in line with the Association’s current practices, and also to determine areas for growth in the years to come. Based on the results of this review, the Governance Committee proposed a series of Constitutional amendments to the Executive and Board. These amendments were approved by the Board for presentation and ratification at the 2012 General Membership Meeting on November 10, 2012.

Please find enclosed a draft of the revised Constitution for your review, as well as a document that outlines in detail the changes made to the Constitution.

Thank you for your participation in this process. We look forward to seeing you in November!

Sincerely,

Ian Murley
NEADS President
 

By-Laws ofThe National Educational Association
of Disabled Students (NEADS)

 ARTICLE I - NAME 

There is constituted hereby an organization incorporated as THE NATIONAL EDUCATIONAL ASSOCIATION OF DISABLED STUDENTS, (NEADS), / L'ASSOCIATION NATIONALE DES ETUDIANTS HANDICAPES AU NIVEAU POST-SECONDAIRE, (NEADS).

ARTICLE II – SEAL

The seal, an impression of which is stamped in the margin hereof, shall be the seal for the association.

ARTICLE III – PURPOSE AND OBJECTIVES

1. The Purpose of the Association is to promote post-secondary education for persons with disabilities in accordance with the issues of concern to disabled consumers as expressed by the consumers.
2. Objectives:
A. To provide information and create a heightened awareness as to the educational facilities and/or resources available to disabled post-secondary students to enhance their potential success; and
B. To provide information and create a heightened awareness in the post-secondary community and governments concerning the needs of the disabled in the educational environment.
C. To provide information and create a heightened awareness and support to students with disabilities on the transitional period between post-secondary education and employment.

ARTICLE IV – HEAD OF OFFICE

The head office of the Association shall be in the municipality/city of Ottawa, in the Province of Ontario and at such place there in as the directors may from time to time determine. Other offices and activities may be located in any part of Canada as decided from time to time by the Board of Directors.

ARTICLE V – MEMBERSHIP

Definition of Disability. A person who self-identifies to the Association as having a disability shall be considered a person with a disability.
Definition of Post-Secondary Program. A post-secondary program shall be considered to be any duly approved program of study at an accredited Canadian public college or university.
Definition of Post-Secondary Student. A post-secondary student must be registered in a recognized post-secondary certificate, diploma, bachelor’s master’s, doctoral or professional program at a Canadian public college or university. Persons taking continuing education courses without being registered in a recognized program shall not be considered post-secondary students. Research trainees who are undertaking post-doctoral programs are not considered students, but remain eligible to be an Ally of the Association.
1. The membership of the Association shall consist of regular, institutional and honorary members, as well as allies.
A. Regular Member – Any student with a disability at the post-secondary level, a person with a disability who has participated in a post-secondary program within five years of applying for membership or an authorized person acting on behalf of a student with a disability. A regular member must be a Canadian citizen or a permanent resident.
B. Institutional Member - any organization, business or post-secondary institution interested in the objectives of NEADS.
C. Honourary Member – Any person recognized and so designated by the Board of Directors, whose honour is given for explicitly described reasons. Terms and conditions of membership shall be determined by the Board of Directors for each honorary membership given.
D. Ally - Any person interested in the objectives of NEADS.
2. Entitlements. All members are entitled to attend any biennial or General Membership Meetings, to receive newsletters, to be on the mailing list of NEADS, and to all other rights that shall be specified by these By-Laws or as determined by resolution of the Board of Directors, from time to time. All members are also entitled to publications by NEADS but a fee will be charged.
3. Voting. Only Regular Members are entitled to vote in elections and at any biennial or General Membership Meeting.
4. Obtaining, Maintaining and Terminating Membership:
A. Obtaining Membership - In order to become a Member an application must be submitted in writing to the Head Office and must meet the requirements of one of the specified Membership categories.
B. Dues - Any and all prescribed dues must be paid. Dues are subject to revision on an annual basis at the discretion of Board of Directors.
C. Duration of Membership - Memberships will be for a period of five years, with the option to renew. Regular membership cannot be held after a member has exceeded the five year eligibility requirement (Article V, Section 1A).
D. Termination of Privileges - The Board of Directors may not terminate the privileges of any member who it finds has failed to maintain their membership until the member has had an opportunity to respond. Notwithstanding the foregoing, a member's privileges may only be terminated by the Board of Directors upon the directors first having given reasonable notice to the member of the meeting at which it is proposed to consider the termination of that member's membership privileges and such notice shall specify the reasons for the proposed termination. A member receiving such notice shall be entitled to attend and be heard at the Board of Directors meeting or to submit to the Board of Directors a written statement giving their reasons as to why they oppose any proposed termination of this membership privileges.
E. Reinstatement - The Board of Directors may reinstate any former member provided they remain qualified and are willing to pay monies that may be owed NEADS. Reinstatement may be subject to review by the Board of Directors at anytime.
F. Withdrawal - Members may withdraw from NEADS at any time. Such members will lose all membership privileges, but will not be entitled to the refund of any part of membership fees already paid to NEADS.

ARTICLE VI – BOARD OF DIRECTORS AND COMMITTEES

The affairs of the Association shall be managed and administered by a Board of Directors consisting of twelve (12) voting and one (1) ex oficio members. All voting members shall be elected/appointed to the Board for two-year terms, as provided for in Articles VII and VIII. Directors may sit on the board for a maximum of three (3) consecutive terms.

1. Composition - The Board of Directors will be composed of twelve (12) voting members and an ex-officio member, in the following thirteen (13) positions:
Voting Members:
A. Ten (10) provincial Directors, one from each Province of Canada;
B. One (1) territorial Director, from any of the Yukon, Nunavut and Northwest Territories; and,
C. One (1) Director-at-Large, who may come from anywhere in Canada. 
Ex-officio Members:
D. The Past-Chair or a duly appointed designate
2. Representational Requirements:
A. Provincial and Territorial Directors must be studying and/or residing in the province or territory that they are representing. If a provincial or territorial position cannot be filled by an individual living or studying in that province or territory, after at least two attempts to fill the position following the elections and upon a simple majority vote by the Board of Directors, it shall become an additional Director-at-Large position, and be filled according to the guidelines set out in Article VIII.
B. Provincial and Territorial Directors cannot hold a paid position with the Association. 
C. The Past-Chair will serve in an advisory ex-officio capacity for one term following their term of office and will attend all meetings of the Board. In the absence of a past-Chair, the Executive Committee shall recommend to the Board of Directors, a person who has served on the Executive Committee from a previous term to assume this position. This person shall be referred to as Advisor to the Board.
3. Eligibility – In addition to being duly elected/appointed, any and all persons holding a voting seat on the Board of Directors must also be regular members of the Association at the time of election, as well as meet all the requirements outlined in article VI, section 2 (A) and VI, section 2 (B).
A. Persons who are less than eighteen years of age are ineligible to be a Director of the Association.
B. Employees, or persons who hold paid involvement with the Association, are ineligible to be a Director of the Association.
4. Collective Roles and Responsibilities:
A. The Board of Directors will be the governing body of the association and shall have the right to exercise all powers it deems necessary for the governance and operation of the organization, including but not limited to the appointment of the National Coordinator and the employment of any other staff it deems appropriate;
B. The Board of Directors shall carry out the policies established at the biennial and Special General Meetings.
5. Individual Roles and Responsibilities - Each Board member will accept the following responsibilities:
A. Serve as a contact person for the Association within their jurisdiction;
B. Serve as representatives of the association on governmental and consumer related committees within their jurisdiction;
C. Participate in and chair Committees of the Association, as determined by the Executive Committee and Board;
D. Be accountable to the Board of Directors for their activities and decisions as a Board member;
E. Vote on issues brought to the attention of the Board. (A member may abstain if they feel it necessary);
F. Step down from their position as Board member through a two third majority vote of the Board or by resigning the office willingly through a written presentation to the full Board;
G. Respond in a timely manner, in person, by telephone, or through written communication, on all issues brought forward to the Board for discussion and approval;
H. Read and be prepared to respond to all materials considered part of the business of the Board and the Association;
I. File regular reports to the Board of Directors on their work as Board members.
6. Chairperson - The Chairperson will be responsible for the Board meeting agenda, moderation of the meetings, and voting on issues. The Chair will act as Chairperson for all meetings of the Board of Directors and Executive Committee.
7. Operation of the Board of Directors:
A. The NEADS Board of Directors shall meet on average once a month by teleconference and regularly in person.
B. Directors are expected to attend all teleconference and face-to-face meetings of the NEADS Board.
C. In the event that they are unable to attend a meeting, Board members are expected to inform the Executive Secretary or Chair of their regrets prior to, or within twenty-four 24 hours after, the meeting in question.
D. Directors who are absent without regrets for three (3) consecutive meetings, or for more than 50% of meetings in a calendar year, or who cannot provide satisfactory rationale for their absence to the Board, may be subject to removal by the Board by 2/3 majority vote of members present and voting.
8. Standing and Ad hoc Committees:
A. The Board of Directors may establish such standing or ad hoc committees as it deems advisable. Chairpersons and members of such committees will be appointed by the Board of Directors.
B. The Board of Directors may not remove a chairperson or member of such a committee if the individual has failed to maintain good standing until the individual has been given the opportunity to respond
C. Chairpersons and members of such committees shall not receive remuneration for their services, but by resolution of the Board of Directors, "reasonable" expenses may be reimbursed. Each committee of the board shall have power to fix its quorum unless otherwise determined by the Board of Directors, each member of any committee shall serve during pleasure of the Board. In establishing any standing or ad hoc committee the Board may delegate to such committee any of the powers of the Board to the extent permitted at law and shall establish the terms of reference and duties of such committee.
D. The term of a chairperson or member of such a committee shall be determined by the Board of Directors.
E. Any regular member or ally of NEADS will be eligible to serve as a member of committees, as determined by the Board of Directors.
F. Board members are required to sit on at least one (1) committee during their term.
G. The Board of Directors shall strike the following standing committees:
A. Membership Committee. The Membership Committee is responsible for but not limited to: Membership recruitment, outreach & retention, and the establishment and oversight of membership entitlements, rights & privileges.
B. AGM Committee. The AGM Committee is responsible for but not limited to: Organizing the Association’s Annual General Meeting
C. Governance Committee. The Governance Committee is responsible for but not limited to: Matters pertaining to policy, by-laws and strategic planning.
D. The Executive Committee (see Article XII).

ARTICLE VII – ELECTIONS AND APPOINTMENTS TO THE BOARD OF DIRECTORS

1. Biennial Elections – Elections for the Board of Directors must run for a period overlapping the General Meeting, and for no more than two (2) weeks. All regular members will be eligible to run and/or vote in person and/or online.
2. Nominations – Nominations must be submitted in writing to the Head Office by E-mail or other electronic means acceptable to the association. Nominations must adhere to the forms established by the Board of Directors. All nomination packages must be completed in full. They must include the position that the candidate wishes to run for, as well as the signature of the candidate and the endorsement of the nomination by at least two (2) regular Members serving in the Board of Directors. Endorsements shall be kept confidential by the Nominating Committee. Incumbents cannot self-endorse.
A. By signing the nomination paper, the candidate expressly indicates a willingness to serve on the Board of Directors of the Association, as outlined in article VI, section 4.
B. Nominating Committee – Oversight of the elections will be provided by a Board-appointed Nominating Committee. The Nominating Committee will be composed of past and/or present board members. No board member who is running for reelection shall be part of the Nominating Committee. The Nominating Committee shall implement a recruitment strategy, review and finalize the slate of nominations for the Board of Directors.
3. Term of Office – Directors are elected for a two year term. Elected directors are considered to have taken office on January 1st of the year after their election. Their term will expire on December 31 of the following year, after new elections take place.
4. Voting Eligibility – Every regular member of the Association has the right to vote for all twelve positions on the Board of Directors.
5. Contested Races - If there is more than one candidate from a given region, the candidate with the most votes shall be considered elected.
6. Acclamations – If there is only one candidate from a given region that is nominated for a seat on the Board of Directors, that person shall be considered elected by acclamation.

ARTICLE VIII – VACANCIES

Vacancies on the Board of Directors, however caused, may, so long as a quorum of Directors remains in office, be filled by a regular member deemed qualified by the Board:

A. Candidates for vacant positions will submit a request to join the Board of Directors, which must include a one-page cover letter outlining their interest in serving on the NEADS Board, a CV and two (2) supporting references.
B. The Board of Directors will review applications and if a qualified candidate is found, will vote on their appointment to the Board.  A simple majority vote of the Board of Directors shall suffice to appoint the chosen candidate to the Board.
1. Automatic Vacancies – The office of the Director will be automatically vacated in the case that:
A. A Director resigns their office through a written letter of resignation, submitted to the full Board;
B. If the Director becomes bankrupt;
C. If at a special meeting of members, a resolution is passed by a two-thirds majority vote to vacate the position;
D. Upon death.
E. If the Director is absent without regrets for three (3) consecutive meetings, or for more than 50% of meetings in a year, and cannot provide satisfactory rationale for their absence to the Board;
2. Leave of Absence – A Director would be able to apply for a total of two 3-month leaves during their 2-year mandate. During a Director’s leave, the Board may fill the position with an acting Director who is a Regular Member or an ally from that province or territory. In such a case, only a Regular Member would having voting rights as acting Director.

ARTICLE IX – QUORUM AND MEETINGS

Board of Directors - A majority of Directors (50% + 1) will form a quorum for the transaction of Association business, except as otherwise required by law. In the case of fractions, the lower number of Directors shall prevail. The Board of Directors may hold its meetings at such place or places as it may from time to time determine.

1. Notice of Board of Directors Meeting - Notice for an in-person meeting of the Board of Directors shall be given in writing no less than sixty (60) days prior to the scheduled date of such a meeting. Such notice may also be issued by telephone if the Executive Secretary certifies in writing, that the Director has indeed been reached and notified.
2. Notice of Board of Directors Teleconferences – Notice for teleconference meetings of the Board of Directors shall be given in writing no less than seven (7) days prior to the scheduled date of such a meeting. Such notice may also be issued by telephone if the Executive Secretary certifies, in writing, that the Director has indeed been reached and notified.
3. Executive Committee Meetings - A majority of committee members (50% + 1) will constitute quorum for an Executive Committee Meeting.
4. Notice of an Executive Committee Meeting - Meetings of the Executive Committee may be held at any time and place determined by the members of the Committee provided that 48 hours written notice of such meeting shall be given by means other than mail, to each member of such committee. Notice by mail must be sent at least fourteen days prior to the meeting.
5. Frequency of Directors Meetings - The Executive Committee shall meet at least twice a year, while the Board of Directors shall meet at least once annually. Additionally, standing and ad hoc committees will meet as often as required, at the discretion of the Chair of any given committee.
6. Scheduling of Directors Meetings – The schedule for Executive Committee and Board of Directors meetings shall be set by the Board. Additionally, standing and ad hoc committees will meet as often as required, at the discretion of the Chair of any given committee.
7. Meeting Participation - A director may participate in any meeting of Directors by telephone or by any other means of remote communication that permit all persons participating in the meeting to communicate with one another in real time, provided all the directors of the Association consent to this remote participation. A director participating in such meeting by such means is deemed for all purposes to be present at the meeting.
8. General Meetings – Quorum for a General Meeting shall be at least twenty-five regular members of the Association , either present or by proxy.  No member may hold more than three (3) proxies for a General Meeting.
9. General and Special Meetings - The biennial General Membership Meeting shall be held once every two years at a time and place to be determined by the Board. Any biennial or other general meeting shall be held at the head office of the association or at any place as the Board of Directors may determine and on such day as the said directors shall appoint.
A. The special or general membership meeting:
i. may be called by the Chair;
ii. may be called by the Board of Directors;
iii. must be called by the Chair in response to the request of 75 members or 10 percent of the membership, whichever is smaller.
10. Notice of General Meeting - Notice for the biennial General Meeting will be given no less than ninety (90) days prior to the meeting. Notice for Special General Membership Meetings shall be given no less than thirty (30) days prior to the scheduled date of such a meeting.
11. Parliamentary Procedure – All General, Board of Directors and Executive Committee Meetings of the Association shall abide by Robert’s Rules of Order. Meetings of standing and ad hoc committees may operate by consensus, if agreed upon by the membership of the committee; otherwise, meetings will operate according to Robert’s Rules.

ARTICLE X - VOTING OF MEMBERS

Subject to the provisions, if any, contained in the letters patent of the Association, each regular member of the Association shall at all meetings of members be entitled one vote.
1. At all meetings of members every question shall be decided by a majority of votes of the regular members present. Every question shall be decided in the first instance by a show of hands or voice vote unless a poll be demanded by any member. Upon a vote, every member having voting rights shall have one vote. Unless a poll is demanded, a declaration by the Chairperson that a resolution has been carried or not carried and an entry to the effect in the minutes of the Association shall be admissible in evidence of prima facie proof of the fact, without proof of the number or proportion of the votes accorded in favour of or against such resolution. The demand for a poll may be withdrawn, but if a poll is demanded and not withdrawn, the question shall be decided by a majority of votes given by the regular members present. Such poll shall be taken in such a manner as the Chairperson shall direct and the result of such poll shall be deemed the decision of the Association in a general meeting upon the matter in question. In case of an equality of votes at any general meeting whether a show of hands or at a poll, the Chairperson shall be entitled to a second or casting vote.

ARTICLE XI – POWERS

The Board of Directors shall, whenever possible, conduct the business of the association in accordance with the expressed desires of the majority of its constituents.
In instances where such interests cannot be conclusively discerned by the Board of Directors, and where the expectation of convening a general membership plenary is demonstrated to be unreasonable, the Board of Directors shall hold all necessary power to conduct the business of the association on behalf of the general membership.
Further, in instances where the expectation to call a meeting of the Board of Directors can be demonstrated to be unreasonable, the executive officers of the association shall hold all necessary power to conduct the business of the association on behalf of the general membership and the Board of Directors, as their duly elected representative body.
The Directors of the Association may administer the affairs of the Association in all things and make or cause to be made for Association, in its name, any kind of contract which the Association may lawfully enter into and save as hereinafter provided, generally, may exercise all such other powers and do all such other powers and do all such other acts and things as the Association is by its charter or otherwise authorized to do.
2. The Board may lease property for a certain period to any party upon the authorization of a simple majority vote at a meeting of the Board or upon terms and conditions determined by the Board.
3. The Board may appoint any person or persons to perform any function for which they deem necessary to conduct efficiently the Association’s business.
4. The Board shall set up such standing and temporary committees which they deem necessary to adequately serve the needs of the Association. Each standing or temporary committee shall consist of a Chairperson to be named by the Board and committee members recruited by the chair. A temporary committee shall exist only so long as it serves a current, useful purpose. A temporary committee may be dissolved by the Board if in the Board’s opinion it no longer serves the current, useful description above.

ARTICLE XII – EXECUTIVE COMMITTEE AND OFFICERS OF THE ASSOCIATION

The Executive Committee is appointed by resolution of the Board for a period of one (1) year. Executive Committee members must sit on the Board of Directors and be regular members of the Association at the time of their appointment. All Executive Committee members are required to present progress reports to the Board of Directors as often as it may meet and can be dismissed from their duties by a two-thirds majority vote by the Board.
1. The roles and responsibilities of the Executive Committee are as follows:
A. Chair:
i. Acts as the Chief Executive Officer of the association;
ii. Attends all Board and Executive meetings;
iii. Oversees the activities, business and management of the association;
iv. Acts as an officer of the Association through the signing of all By-laws and other documents requiring an official signature; 
v. Responsible for the screening candidates for a National Coordinator position and submitting recommendations to the Board of Directors;
vi. Act as Chairperson for all meetings of the Board of Directors and Executive Committee;
vii. Work with the Vice Chair II to manage relationships with external groups;
viii. Works with the Vice-Chair I to manage the internal affairs of the association;
ix. Works with the Executive Secretary to ensuing the implementation of membership and communications strategies for the association;
x. Works with the Treasurer to ensuing the implementation of membership and communications strategies for the association;
xi. Works with the Executive in its entirety on long-term sustainability plan for the association;
xii. Acts as the Staff Supervisor;
xiii. Holds an ex-officio seat on all Standing and Special Committees.
B. Vice-Chair I:
i. Attends all Board and Executive meetings;
ii. Works with the Chair to ensure that the internal affairs of the organization are managed effectively;
iii. Chairs the Constitution & By-Laws and Management Committees;
iv. Oversees the work of all standing Committees;
v. Develops and maintains all NEADS Policy Documents;
vi. Develops and maintains the internal communications strategy (between Board and Staff members) for the association;
vii. Responsible for fundraising from private and public sources;
viii. Works with the Chair and the Executive to develop and maintain the association’s long-term sustainability plan;
ix. Assumes the authority of the Chair in their absence;
x. Performs any other duties required by the Chair and the Board.
C. Vice-Chair II:
i. Attends all Board and Executive meetings;
ii. Works with the Chair to ensure that the external affairs of the organization are managed effectively;
iii. Oversees the work of the organization’s partner representatives;
iv. Works with the Chair to manage relationships with donor organizations;
v. Works with the Chair to manage relationships with like-minded  organizations within the disability and student communities;
vi. Develops relationships with post-secondary student organizations and institutional accessibility committees and service providers;
vii. Develops and strengthens ties with the post-secondary and disability service provision sectors;
viii. Develops and implements the association’s external communications and media strategy;
ix. Responsible for fundraising from private and public sources;
x. Performs any other duties required by the Chair and the Board.
D. Executive Secretary:
i. Attends all Board and Executive meetings;
ii. Takes the minutes of all Board and Executive Committee meetings;
iii. Maintains the NEADS Board Handbook;
iv. Oversees the membership and communications of the association;
v. Acts in support of proposal development and fundraising strategies by seeking out and recommending funding sources to the Board and Chair;
vi. Performs any other duties required by the Chair and the Board.
E. Treasurer:
i. Attends all Board and Executive meetings;
ii. Acts as a signing authority for the association;
iii. Signs all cheques with an amount in excess of $1,000;
iv. Prepares financial statement summaries for the Board and Executive at their meetings, and appoint an informal audit committee from the Board of Directors;
v. Acts as Conference Treasurer, to ensure that the funding for the Conference is under control;
vi. Performs any other duties required by the Chair and the Board.
2. No Director shall hold more than one Executive position at a time.
3. The members of the Executive Committee meet on average once a month by teleconference.

ARTICLE XIII – ERRORS OF OMISSION IN NOTICE

No error of omission in giving notice of any election or general meeting of any adjourned meeting, whether election or general, of the members of the Association shall invalidate such meeting or make void any proceedings taken thereat and any member may at any time waive notice to any such meeting and may ratify, approve and confirm any or all proceedings take 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 their last address recorded on the books of the Association.

ARTICLE XIV - ADJOURNMENTS

Any meeting of the Association or of the Directors 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 such adjournment. Such adjournment may be made notwithstanding that no quorum is present.

ARTICLE XV – CHAPTERS AND BRANCHES

Members have the right to establish Provincial/Territorial Chapters and Local Branches of the Association. Chapters and Local Branches are organized at the initiative of the membership in each province/local region in accordance with the following:
A. Policies surrounding establishment, disestablishment and operation of Provincial/Territorial Chapters and Local Branches are set by the Association’s Board of Directors;
B. All  Provincial/Territorial Chapters and Local Branches must establish their own By-Laws;
C. The By-Laws of a Provincial/Territorial Chapters or Local Branches can not conflict with the By-Laws of the Association;
D. No local Branch may pass by-laws that conflict with those of a Provincial/Territorial Chapter in their region if one has been established;
E. All amendments or additions to the by-laws of all Provincial/Territorial Chapters and Local Branches must be approved by the Board of Directors of the Association;
1. Membership in Provincial/Territorial Chapters is open to any member of the Association living within the Province or Territory that the Chapter represents.
2. Membership in a Local Branch is open to any member of the Association living within the area represented by the Brach as it is defined in their by-laws.
3. All Members of Provincial/Territorial Chapters and Local Branches must be members of the Association.

ARTICLE XVI - LIABILITIES AND INDEMNIFIES

All Directors and Officers and their heirs and administrators shall be indemnified against any and all authorized costs and expenses incurred by the Directors and Officers while carrying out their duties.
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 or thing whatsoever, made done or permitted by him, in or about the execution of the duties of their office or in respect of any such liability;
B. All other costs, charges and expenses which they sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by their own willful neglect or default.

ARTICLE XVII - BYLAWS, RESOLUTIONS AND AMENDMENTS

1. Amendments of these By-Laws may be proposed by any member of the Board of Directors or any twenty Regular Members of NEADS by signed petition presented to the Executive Committee.
2. Additions, amendments or alterations to this by-law shall be made by a two-thirds majority at a general meeting, prior to the submission of the by-laws to the Minister for approval as hereinafter provided.
3. The repeal or amendment of these by-laws shall not be acted upon or enforced until the approval of Industry Canada has been obtained.
4. All matters necessary to the functioning of NEADS not provided for in the By-Laws will be determined by the majority votes cast by Regular Members at any biennial or Special General Meeting of the Association unless the Act otherwise provides.

ARTICLE XVIII - EXECUTION OF DOCUMENTS

Deeds, transfers, licenses, contracts and engagements on behalf of the Association shall be signed by either the Chair or Executive Secretary, and the Executive Secretary shall affix the seal of the Corporation to such instruments as require the same.
1. Contracts in the ordinary course of the Association's operations may be entered into on behalf of the Association by the Chair, Vice-Chairs, Executive Secretary or Treasurer or by any person authorized by the Board.
2. The Chair, Vice-Chairs, Executive Secretary or Treasurer, or any person or persons from time to time designated by the Board of Directors may transfer and any all shares, bonds, or other securities from time to time standing in the names of the Association in its individual or any other capacity or as trustees or otherwise and may accept in the name and the behalf of the Association transfers of shares, bonds, or other securities from time to time transferred to the Association, and may affix the association seal to any and all instruments in writing necessary or proper for such purposes including the appointment of an attorney or attorneys to make or accept transfers of shares, bonds or other securities on the books of any company or corporation.
3. Notwithstanding any provisions to the contrary contained in the by-laws of the Association, 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.

ARTICLE XIX - AUDITING

The auditors will be appointed on the recommendation of the Treasurer by the membership at the biennial General Membership Meeting.
1. The appointment of auditors is subject to yearly review.
2. An audit of accounts is to be done annually and a written report presented to the Board of Directors. The Treasurer must present this report at the biennial General Membership Meeting for approval or upon request by a member of the Executive Committee
3. A member of the Board of Directors may request an audit at anytime.

ARTICLE XX – REMUNERATION

Directors shall receive no remuneration for acting as such except repayment of reasonable expenses incurred by them in the normal course of their duties.

ARTICLE XXI - IN EVENT OF DISSOLUTION

It is specifically provided that in the event of dissolution of the Association all its remaining assets after payment of its liabilities shall be distributed to one or more recognized charitable organizations in Canada.

ARTICLE XXII - FISCAL YEAR

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

ARTICLE XXIII – LANGUAGE OF PRECEDENCE

In the event of a linguistic discrepancy due to translation in any official NEADS document, including these By-Laws, the original English or French version shall prevail.