Bylaws

BY-LAW NO. 1

A by-law relating generally to the conduct of the affairs of the COUNCIL OF CANADIANS WITH DISABILITIES/LE CONSEIL DES CANADIENS AVEC DEFICIENCES.

BE IT ENACTED AND IT IS HEREBY ENACTED as a by-law of the COUNCIL OF CANADIANS WITH DISABILITIES/LE CONSEIL DES CANADIENS AVEC DEFICIENCES (hereinafter called "CCD") as follows:

DEFINITIONS

1. In this by-law and all other by-laws of CCD, unless the context otherwise specifies or requires:

(a) "Act" means the Canada Corporations Act, Revised Statutes of Canada l970, c. C-32, as from time to time amended, and every statute that may be substituted therefor and, in the case of such amendment or substitution, any references in the by-laws of CCD shall be read as referring to the amended or substituted provisions therefor;

(b) "By-law" means any by-laws of CCD from time to time in force and effect;

(c) "Council" shall mean the National Council of Representatives established in accordance with paragraph 21;

(d) "consumer controlled advocacy organization" means an organization the majority of whose members are persons with a disability;

(e) "cross disability" means including all types of disability;

(f) "disability" means any restriction or lack of ability to perform an activity in the manner or within the range considered normal for a human being or any individual who defines themselves as a person with disability;

(g) All terms contained in the by-laws which are defined in the Act shall have the meanings given to such terms in the Act;

(h) Words importing the singular number only shall include the plural and vice versa; words importing the masculine gender shall include the feminine and neuter genders; words importing persons shall include bodies corporate, corporations, companies, partnerships, syndicates, trusts and any number or aggregate of persons; and

(i) The headings used in the by-laws are inserted for reference purposes only and not to be considered or taken into account in construing the terms or provisions thereof or to be deemed in any way to clarify, modify or explain the effect of any such terms or provisions.

MEMBERSHIP

2.Membership. Membership in CCD shall be by regular, honourary and affiliate membership, provided that all members shall accept, by written resolution, the objects and goals of CCD.

3. Regular Membership. Any agency, institution, foundation, society or company consisting of 10 or more persons with a disability which is a consumer controlled advocacy organization and who or which subscribe to the objects of CCD, may be admitted, upon application for membership, to regular membership in CCD from time to time by resolution of the Council. Regular membership may include:

(a)one member representing a cross-disability group which is a consumer controlled advocacy organization from each of the 10 provinces and three territories; and

(b) up to nine members representing national consumer controlled advocacy organizations, provided that at all times the number of members admitted pursuant to this subparagraph shall be less than the number of members admitted pursuant to subparagraph (a) above.

4. Honourary Members. Any person, agency, institution, foundation, society or company interested in furthering the objects of CCD may be admitted to honourary membership in CCD from time to time by resolution of the Council. Any honourary member will not be entitled to vote at any meeting of the members of CCD.

5. Affiliate Members. Any person, agency, institution, foundation, society or company whose objects, interests and activities compliment those of CCD may, be admitted to affiliated membership in CCD by the Council, with such rights as the Council may determine, provided that any affiliate member will not be entitled to vote at any meeting of members of CCD.

6. Resignation from Membership. Any member may resign from membership in CCD upon notice in writing thereof received by the Secretary of CCD provided that all dues, fees and assessments payable by the member are paid prior to acceptance of any resignation.

7. Termination of Membership. Where a member takes any action which, in the sole discretion of Council, is deemed to be contrary to the objectives or interests of CCD, such member may be removed by resolution of not less than two-thirds of the votes cast at a special meeting of Council in respect of which notice specifying the intention to pass such a resolution has been given. Prior to termination of any membership, the member shall be provided with reasons for the proposed termination of membership and shall, at the meeting of Council at which the matter is to be considered, be given an opportunity to respond.

Any regular member whose membership has been terminated may appeal such termination to the next annual general or special general meeting of members and notice of such appeal shall be given to the members in the manner set out in paragraph 11.

8. Membership Fees. There shall be no membership fees or dues unless otherwise directed by Council.

MEETINGS OF MEMBERS

9. Annual Meetings. The annual meeting of the members required by section l02 of the Act shall be held at any place within Canada, on such day prior to June 30th in each year and at such time as the Council may by resolution determine. At annual meetings there shall be presented a report of the Council of the affairs of CCD for the previous year, a financial statement of CCD and the auditor's report thereon as required by the Act, and such other information or reports relating to CCD's affairs as the Council may determine.

10. Special General Meetings. Other meetings of the members (to be known as "special general meetings") may be convened by order of the Chairperson or Vice-Chairpersons or by Council to be held at any date and time and at any place within Canada. A special general meeting of members shall be held upon requisition of not less than five percent of the regular members of CCD.

11. Notice. Notice stating the day, hour and place of meeting and the general nature of the business to be transacted thereat shall be given to each member and to the auditors of CCD at least 21 days before the date of every meeting, provided always that a meeting of members may be held for any purpose at any date and time and at any place within Canada without notice if all the members are present in person or represented by proxy at the meeting or if all the absent members entitled to notice of such meeting shall have signified their assent in writing to such meeting being held and such assent may be validly given either before or after the meeting to which such assent relates.

12. Omission of Notice. The accidental omission to give notice of any meeting or the non-receipt of any notice by any member or members or by the auditor of CCD shall not invalidate any resolution passed or any proceedings taken at any meeting of members.

13. Voting. Each regular member shall be entitled to one vote at any meeting of members. Every question submitted to any meeting of members shall be decided by a majority of votes, unless the Act or this By-Law otherwise provides. In case of an equality of votes the Chairperson shall not have a second or casting vote. The Chairperson of any meeting shall have the discretion to accept a vote given in a manner other than by a show of hands, if in the opinion of the Chairperson, such vote can reasonably be interpreted.

14. Proxies. Votes at meetings of members may be given either personally or by proxy, or in the case of a member who is an agency, institution, foundation or company, by an individual authorized by a resolution of such member to represent it at meetings of members of CCD. At every meeting at which members are entitled to vote, every member and/or person appointed by proxy and/or individual so authorized to represent a member who is present in person shall have one vote.

A proxy shall be executed by the member or the member's attorney authorized in writing and is valid only at the meeting in respect of which it is given or any adjournment thereof.

A person appointed by proxy need not be a member.

A proxy may be in the following form:

The undersigned member of THE COUNCIL OF CANADIANS WITH DISABILITIES/LE CONSEIL DES CANADIENS AVEC DEFICIENCES hereby appoints of or, failing him/her, of as nominee of the undersigned to attend and act for the undersigned and on behalf of the undersigned at the meeting of the members of CCD to be held on the day of , 19 and at any adjournment or adjournments thereof, in the same manner, to the same extent and with the same powers as if the undersigned were present at the said meeting or such adjournment or adjournments thereof.

Dated:

_____________________________________Signature of member

Council may from time to time make regulations regarding the lodging of proxies at some place or places other than the place at which a meeting or adjourned meeting of members is to be held and for particulars of such proxies to be telecopied, telegraphed or sent by telex or in writing before the meeting or adjourned meeting to CCD for the purpose of receiving such particulars and providing that proxies so lodged may be voted upon as though the proxies themselves were produced at the meeting or adjourned meeting and votes given in accordance with such regulations shall be valid and shall be counted. The Chairperson of any meeting of members may, subject to any regulations made as aforesaid, in the Chairperson's discretion accept telegraphic, telecopy, cable or telex or written communication as to the authority of any person claiming to vote on behalf of and to represent a member notwithstanding that no proxy conferring such authority has been lodged with CCD, and any votes given in accordance with such communication accepted by the Chairperson of the meeting shall be valid and shall be counted. Notices of meetings of members shall include a reminder of the right to appoint a proxy.

15. Vote By Ballot. By resolution of the Executive Committee or Council, a membership vote may be held by mail ballot, except as otherwise provided by the Act. The proposed resolution shall be distributed by mail to each member who shall have twenty-one days from receipt thereof to return the ballot, which ballot may be returned in person, by mail, telecopier, telegraph or telex.

16. Chairperson. In the absence of the Chairperson and Vice-Chairpersons, the members present shall choose another member of Council as Chairperson and, if no member of council is present or if all the Council present decline to act as Chairperson, the members present shall choose one of the members present to be Chairperson.

17. Polls. If at any meeting a poll is taken on the election of a Chairperson or on the question of adjournment, it shall be taken forthwith without adjournment. If a poll is demanded on any other question or as to the election of Council, it shall be taken in such manner and either at once or after adjournment as the Chairperson directs. The result of a poll shall be deemed to be the resolution of the meeting at which the poll was demanded. A demand for a poll may be withdrawn.

18. Adjournments. The Chairperson may, with the consent of any meeting, adjourn the same from time to time to a fixed time and place and no notice of the time and place for the holding of the adjourned meeting need be given to the members. Any business may be brought before or dealt with at any adjourned meeting which might have been brought before or dealt with at the original meeting in accordance with the notice of calling the same.

19. Quorum. A majority of the regular members shall constitute a quorum of any meeting of members for all purposes. No business shall be transacted at any meeting unless the requisite quorum shall be present at the commencement of such business.

COUNCIL

20. Number and Powers. The affairs of CCD shall be managed by a National Council of Representatives consisting of not fewer than 3 persons and not more than 24 persons. The Council may exercise all such powers and do all such acts and things as may be exercised or done by CCD and are not by the by-laws of CCD or by statute expressly directed or required to be done by CCD at a meeting of members.

21. Composition of Council. Each of the members referred to in paragraph 3 shall be entitled to appoint one person as a member of Council. Notice of appointment must be provided in writing to CCD within 14 days of such appointment. The members shall be entitled, at any annual general meeting, to elect to Council two persons with a disability to sit as members at large.

22. Term of Office Each member of Council shall be appointed for a term of two years or until their successors are elected or appointed.

23. Eligibility for Re-Election Retiring Council shall be eligible for re-election to Council if otherwise qualified provided that no member of Council shall remain in office in excess of three consecutive terms.

24. Vacancies In the event of any vacancy on the Council, howsoever caused except through an increase in the number of Council, notice of such vacancy shall be given to the member who appointed the vacating member to Council, together with a request that such member appoint a replacement member to Council. Any member of Council appointed to fill a vacancy shall hold office for the unexpired term of the member of Council who ceased to be a member of Council and who caused such vacancy.

25. Vacation of Office. A member of Council shall vacate office:

(a) If the member of Council becomes bankrupt or a receiving order is made against the member or the member makes an assignment under the Bankruptcy Act (Canada)or any statute that may be substituted therefor;

(b) If the member of Council is convicted of any criminal offence;

(c) If by notice in writing to the Secretary of CCD the member of council resigns and such resignation, if not effective immediately, becomes effective in accordance with its terms;

(d) On death; or

(e) If the member fails to attend at three consecutive meetings of Council without reasonable excuse.

If any vacancy shall occur for any reason, Council shall notify the member who nominated the retiring member of Council and request that member to nominate an alternate member of Council. In the event that no nomination is received within 30 days of notification to a member to nominate an alternate member of council, Council may, by majority vote, appoint any person to fill such vacancy.

26. Removal of Members of Council. The members of CCD may, by resolution passed by at least 75 per cent of the votes cast at a special general meeting of members in respect of which notice specifying the intention to pass such a resolution has been given to all members, remove any member of Council before the expiration of that member's term of office and may, by a majority of the votes cast at such meeting, elect any person in the member's stead for the remainder of his or her term.

27. Remuneration. Council and committee members shall not receive any remuneration for their services, but, by resolution of Council, expenses of their attendance may be allowed for their attendance at each regular or special meeting of Council or of members of Council. Nothing herein contained shall be construed to preclude any person from serving CCD as an officer or in any other capacity and receiving compensation therefor. The Council shall serve as such without remuneration and no member of Council shall directly or indirectly receive any profit from his or her position as such; provided that a member of Council may be paid reasonable expenses incurred in the performance of duties of office and provided further that any member of Council who is engaged in or is a member of a firm engaged in any business or profession may act in and be paid the usual professional business required to be done in connection with the administration of the affairs of CCD.

MEETINGS OF COUNCIL

28. Meetings. Meetings of Council shall be held at least annually and may be held either at the head office of CCD or at any other place within Canada.

Members of Council may, if all members of Council consent, participate in any meeting of Council or of any committee by means of such telephone or other communications facilities as permit all persons participating in the meeting to communicate with each other and a person participating by such means is deemed to be present at that meeting.

Subject to the Act a resolution in writing signed by all members of Council entitled to vote on that resolution at a meeting of Council is as valid as if it had been passed at a meeting of Council or a meeting of members, respectively.

29. Notice. A meeting of Council may be convened at any time by the Chairperson or a Vice-Chairperson or any 4 Council. The Secretary, by direction of the Chairperson or a Vice-Chairperson or any 4 Council, shall convene a meeting of Council. The Council may from time to time by resolution determine to hold regular meetings of the Council and shall by such resolution fix the dates or times of such regular meetings; so long as any such resolution is in effect the Secretary of CCD shall convene such regular meetings by notice given in the manner hereinafter referred to.

Notice of any meeting of Council stating the day, hour and place of meeting shall be given to each member of Council at least 14 business days before the meeting is to take place, provided always that meetings of Council may be held at any time without formal notice if all the Council are present or those absent have waived notice or have signified their consent in writing to the meeting being held in their absence. Notice of any meeting or any irregularity in any meeting or in the notice thereof may be waived by any member of Council and such waiver may be validly given either before or after the meeting to which such waiver relates.

For the first meeting of Council to be held immediately following the election of Council at an annual or special general meeting of the members or for a meeting of Council at which a person is appointed to fill a vacancy on the Council, no notice of such meeting shall be necessary to the newly elected or appointed person or Council in order for the meeting to be duly constituted, provided that a quorum of the Council is present.

30. Quorum and Voting. Fifty-one percent of the members of Council shall constitute a quorum for the transaction of business. Questions arising at any meeting of Council shall be decided by a majority of votes. In case of an equality of votes, the Chairperson of the meeting shall not have a second or casting vote.

SUBMISSION OF CONTRACTS OR TRANSACTIONS TO MEMBERS FOR APPROVAL

31. Council may, in its discretion, submit any contract, act or transaction for approval or ratification at any annual meeting of the members or at any special general meeting of the members called for the purpose of considering the same and any contract, act or transaction that shall be approved or ratified by a resolution passed by a majority of the votes cast at any such meeting (unless any different or additional requirement is imposed by the Act) shall be as valid and as binding upon CCD and upon all the members as if it had been approved or ratified by every member of CCD.

INDEMNITIES TO COUNCIL AND OTHERS

32. Every member of Council or officer of CCD or other person who has undertaken or is about to undertake any liability on behalf of CCD 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 CCD, from and against:

(a) All costs, charges and expenses whatsoever which such person sustains or incurs in or about any action, suit or proceeding which is brought, commenced or prosecuted against him or her for or in respect of any act, deed, matter or thing whatsoever made, done or permitted in or about the execution of the duties of office or in respect of any such liability; and

(b) All other costs, charges and expenses sustained or incurred in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his or her own wilful neglect or default.

FOR THE PROTECTION OF COUNCIL AND OFFICERS

No member of Council or officer for the time being of CCD shall be liable for the acts, receipts, neglects or defaults of any other member of Council or officer or employee or for joining in any receipt or act for conformity or for any loss, damage or expense suffered or incurred by CCD through the insufficiency or deficiency of title to any property acquired by CCD or for or on behalf of CCD or for the insufficiency or deficiency of any security in or upon which any of the moneys of or belonging to CCD shall be placed out or invested or for any loss or damage arising from the bankruptcy, insolvency or tortious act of any person, firm or corporation, including any person, firm or corporation with whom or which any moneys, securities or effects shall be lodged or deposited, or any loss, conversion, misapplication or misappropriation of or any damage resulting from any dealings with any moneys, securities or other assets belonging to CCD or for any other loss, damage or misfortune whatever which may happen in the execution of the duties of office or trust or in relation thereto unless the same shall happen by or through his or her own wrongful and wilful act or default.

The Council for the time being of CCD shall not be under any duty or responsibility in respect of any contract, act or transaction whether or not made, done or entered into in the name or on behalf of CCD, except such as shall have been submitted to and authorized or approved by Council. If any member of Council or officer of CCD shall be employed by or shall perform services for CCD otherwise than as member of Council or officer or shall be a member of a firm or a shareholder, director or officer of a company which is employed by or performs services for CCD the fact of his or her being a member of Council or officer of CCD shall not disentitle such person or such firm or company, as the case may be, from receiving proper remuneration for such services.

OFFICERS

34. Election and Appointment. The members shall, at an annual general meeting of members, elect a Chairperson, two Vice-Chairpersons, a Secretary and a Treasurer who shall hold office for a period of two years from the date of election or appointment, unless otherwise removed from office in accordance with the provisions of this By-Law. The incumbent chairperson is eligible to stand for re-election as Chairperson. A member of Council may be elected or appointed to any office of CCD provided that all such officers shall be members of Council. Two or more of the aforesaid offices may be held by the same person. In case and whenever the same person holds the offices of Secretary and Treasurer the person may, but need not be, known as the Secretary-Treasurer. Council may from time to time appoint such other officers and agents as it shall deem necessary who shall have such authority and shall perform such duties as may from time to time be prescribed by Council.

35. Replacement Member The Chairperson shall fulfill the duties of office on behalf of CCD generally and shall not represent any particular member. Upon election of the Chairperson to office, the member who appointed the Chairperson to Council shall be entitled to appoint a replacement member on Council.

36. Remuneration and Removal of Officers. The Council may fix the remuneration (if any) to be paid to officers and agents of CCD. All officers, in the absence of agreement to the contrary, shall be subject to removal by resolution of Council at any time with or without cause.

37. Delegation of Duties of Officers. In case of the absence or inability to act as a Chairperson, a Vice-Chairpersons or any other officer of CCD or for any other reason that the Council may deem sufficient, the Council may delegate all or any of the powers of such officer to any other officer or to any member of Council for the time being.

38. Chairperson. The Chairperson shall, when present, preside at all meetings of Council and of members of CCD. The Chairperson shall be the chief executive officer of CCD and shall possess and may exercise such powers and shall perform such other duties as may from time to time be assigned by Council.

39. Vice-Chairpersons. The Vice-Chairpersons shall be vested with all the powers and shall perform all duties of the Chairperson in the absence or inability or refusal to act as the Chairperson. The Vice-Chairpersons shall possess and may exercise such other powers and duties as may from time to time be assigned by Council.

40. Secretary. The Secretary shall, when present, act as Secretary of all meetings of Council and members, and shall have charge of the minute book of CCD and the documents and registers referred to in the Act. The Secretary shall perform all duties incident to office or that are properly required by Council and shall keep or cause to be kept:

(a) a copy of the Letters Patent and By-Laws of CCD and all amendments thereto;

(b) minutes of meetings and resolutions of members, Council and any committee thereof;

(c) a register containing the names, addresses and other occupations of all persons who are or have been members of Council with the several dales on which each became or ceased to be a member of Council;

(d) a register containing the names and addresses of all members of CCD; and

(e) the seal of CCD which shall be delivered only as authorized by resolution of Council.

41. Treasurer. The Treasurer shall collect all revenues and, subject to the provisions of any resolution of Council, shall have the care and custody of all the funds and securities of CCD and shall deposit the same in the name of CCD in such bank or banks or with such depository or depositories as Council may direct. The Treasurer shall keep or cause to be kept the books of accounts and accounting records required by the Act and shall perform all duties incident to office or that are properly required by Council. The Treasurer may be required to give such bonds for the faithful performance of his or her duties as Council in their uncontrolled discretion may require but no member of Council shall be liable for failure to require any bond or for the in sufficiency of any bond or for any loss by reason of failure of CCD to receive any indemnity thereby provided.

42. Vacancies. If the office of the Chairperson, any Vice-Chairpersons, the Treasurer or the Secretary shall be or become vacant by reason of death, resignation, disqualification or otherwise, Council may appoint an officer to fill such vacancy.

The outgoing National Chairperson shall automatically assume the seat of Past Chairperson for the first year of office of the incoming Chairperson. The Past Chairperson is not an officer, but may attend all meetings of Council and Executive but shall not have voting privileges.

COMMITTEES

43. Committees. Council shall establish the following committees:

(a)Nominating Committee; and

(b) Executive Committee

Council may from time to time constitute any other committee as it deems necessary and shall prescribe its duties. Members of the committees shall be subject to removal by Council at any time with or without cause. Members of the committees shall serve without remuneration but shall be entitled to reimbursement for any expenses which they may incur.

44. Powers of Committees. The Executive Committee shall be comprised of the Chairperson, the Vice-Chairpersons, the Secretary and the Treasurer. Subject to the Act, the Executive Committee shall possess and may from time to time exercise all powers of Council. Members of the Executive Committee shall only be removed upon resolution passed by at least two-thirds of the members of Council, at a meeting for which notice of the intent to replace a member of the Executive Committee has been given.

Each other committee shall possess such powers as Council may from time to time determine and shall serve during the pleasure of Council. Each committee may adopt such rules as it shall deem expedient for the holding of its meetings, provided that each committee shall be chaired by a member of Council and shall, at the request of Council, report to Council on its activities.

NOTICES

45. Service. Any notice to be given to any member, member of Council or auditor shall be served either personally or by sending it through the post in a prepaid envelope or wrapper or by telegram or cablegram to such member, member of Council or auditor addressed to such person at his or her address as the same appears in the books of CCD, or if no address be given therein, then addressed to the last address of such person known to the Secretary of CCD. With respect to every notice sent by post, it shall be sufficient to prove that the envelope or wrapper containing the notice was properly addressed and put into a post office or into a post office box.

Notice of a meeting at which special business is to be transacted shall state:

(a) the nature of that business in sufficient detail to permit the member to form a reasoned judgment thereon, and

(b) the text of any special resolution to be submitted to the meeting.

46. Signature of Notices. The signature of any notice may be written, stamped, typewritten or printed or partly written, stamped, typewritten or printed.

47. Computation of Time. Where a given number of days' notice or notice extending over any period is required to be given, the day of service or posting of the notice shall not be counted in such number of days or other period but the day for which notice is given shall be so counted. Where the term "business days" is used in this by-law, it shall mean Mondays, Tuesdays, Wednesdays, Thursdays, Fridays except where such days fall on statutory holidays./p>

48. Proof of Service. A certificate of the Chairperson, any Vice-Chairpersons, the Secretary of CCD or of any other officer of CCD in office at the time of the making of the certificate as to facts in relation to the mailing or delivery of any notice to any member, member of Council or auditor or publication of any notice shall be conclusive evidence thereof and shall be binding on every member, member of Council or auditor of CCD, as the case may be.

CHEQUES, DRAFTS, NOTES, ETC.

49. All cheques, drafts or orders for the payment of money and all notes and acceptances and bills of exchange shall be signed by such officer or officers or person or persons, whether or not officers of CCD, and in such manner as Council may from time to time designate by resolution.

HEAD OFFICE

50. The Council may from time to time by resolution fix the location of the head office of CCD within the City of Winnipeg, Province of Manitoba.

CCD may establish such other offices and agencies elsewhere within Canada as Council may deem expedient.

ENACTMENT AND AMENDMENT OF BY-LAWS

51. By-laws of CCD may be enacted, and such by-laws repealed or amended, by by-law enacted by a majority of the Council at a meeting of Council and sanctioned by an affirmative vote of at least 66 2/3 per cent of the members present at a meeting of members duly called for the purpose of considering the said by-law, provided that the enactment, repeal or amendment of such by-law shall not be enforced or acted upon until the approval of the Minister of Consumer and Corporate Affairs Canada has been obtained.

AUDITORS

52. The members shall, at each annual meeting, appoint an auditor to audit the accounts of CCD, who shall hold office until the next annual meeting of members, provided that the Council may fill any casual vacancy in the office of auditor. The remuneration of the auditor shall be fixed by Council.

EXECUTION OF CONTRACTS, ETC.

53. Contracts, documents or instruments in writing requiring the signature of CCD shall be signed the Chairperson and any one of the Vice-Chairpersons or the Secretary and all contracts, documents or instruments in writing so signed shall be binding upon CCD without any further authorization or formality. Council is authorized from time to time by resolution to appoint any officer or officers or any person or persons on behalf of CCD either to sign contracts, documents or instruments in writing generally or to sign specific contracts, documents or instruments in writing. The Secretary of CCD shall certify all documents issued by CCD.

The term "contracts, documents or instruments in writing" as used herein shall include deeds, mortgages, hypothecs, charges, conveyances, transfers, and assignments of property, real or personal, immovable or movable, powers of attorney, agreements, releases, receipts and discharges for the payment of money or other obligations, conveyances, transfers and assignments of shares, bonds, debentures, or other securities and all paper writings.

In particular, without limiting the generality of the foregoing, the Chairperson and any one of the Vice-Chairpersons and the Secretary are authorized to sell, assign, transfer, exchange, convert or convey any and all shares, bonds, debentures, rights, warrants or other securities owned by or registered in the name of CCD and to sign and execute (under the corporate seal of CCD or otherwise) all assignments, transfers conveyances, powers of attorney and other instruments that may be necessary for the purpose of selling, assigning, transferring, exchanging, converting or conveying any such shares, bonds, debentures, rights, warrants or other securities.

FISCAL YEAR

54. The fiscal year of CCD shall terminate on the 31st day of March in each year.

PASSED
the      day of                , 1992.

WITNESS the seal of CCD.

                                                            Chairperson

                                                            Secretary