DEBWENDON INC

G E N E R A L   B Y L A W

1.01   DEFINITIONS

In this bylaw, unless the context otherwise requires:

(a)   “Appoint” includes “elect” and vice versa;

(b)   “Bylaws” means this bylaw and all other bylaws of the Corporation from time to time in force and effect;

(c)   “Charter” means the Articles of Incorporation of the Corporation registered with the Companies Office of the Province of Manitoba on February 22, 2007, as from time to time amended;

(d)   “Corporation” means DEBWENDON INC a Corporation incorporated under the laws of the Province of Manitoba;

(e)   “Non-business Day” means Saturday, Sunday and any other day that is a holiday as defined in The Interpretation Act (Manitoba);

(f)   “Visitor” means any person who is recognized by the Board as one being interested in the objectives of The Corporation;

(g)   Where the context shall require, the singular shall include plural; the plural shall include the singular; words importing any gender shall include all genders; and the word “person” shall include individuals, bodies corporate, companies, partnerships, syndicates, associations, trusts and incorporated organizations, firms and Corporations;

(h)   The headings used in this bylaw are inserted for reference purposes only and are 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.

2.01   OBJECTIVES

The objectives of the Corporation are

(a)   to promote and preserve the ecological integrity of the Brokenhead Wetland Ecological Reserve (the “Ecological Reserve”) established under The Ecological Reserves Act (Manitoba RSM 1987, c.E5),

(b)   to enter into an agreement with the Province of Manitoba regarding the establishment and continued maintenance of an interpretive trail on provincial Crown land adjacent to the Ecological Reserve (the “Brokenhead Wetlands”),

(c)   to establish and maintain an interpretive trail on that provincial Crown land adjacent to the Ecological Reserve to enable people to visit, enjoy, and appreciate the Brokenhead Wetlands in an ecologically responsible manner,

(d)   to promote the general knowledge and understanding about the cultural connection of the Brokenhead Ojibway Nation to the Brokenhead Wetlands and to promote and support the Brokenhead Ojibway Nation in its educational and cultural programs related to the Brokenhead Wetlands, and

(e)   to do everything that is reasonably necessary for the furtherance of those goals as more particularly provided for in the Charter.

3.01   HEAD OFFICE

The Head Office of the Corporation shall be in the Territory of the Brokenhead Ojibway Nation, at such place as the directors may from time to time determine.

4.01   POWERS OF THE BOARD

The Board of Directors 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, except 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.

4.02   SPECIFIC POWERS

The Board of Directors shall have the power and authority to do all things reasonably necessary in its opinion to carry out its objectives as provided herein and in the Charter.

(a)   to do all that is reasonably necessary in its opinion to establish and maintain an interpretive trail on provincial Crown land which can be used by members of the public to gain access to the Brokenhead Wetlands in an ecologically responsible manner and to secure funding for the purpose of such establishment and continued maintenance thereafter by soliciting, receiving, accepting and holding gifts, donations, legacies and devises, including without limiting the generality of the foregoing, grants from governments, including the Federal Government of Canada, any provincial government, any municipal government, First Nations, and other interested persons and organizations interested in preserving the natural heritage of Manitoba, and to enter into agreements with any government, organization, or person whatsoever, for such purpose;

(b)   to take the custody and management of all property entrusted to it, and the power to deal therewith;

(c)   to make such investments, sales, or acquisitions which at any time appear necessary or desirable in accordance with the laws of the Province of Manitoba.

(d)   to promote and procure donations;

(e)   to distribute funds;

(f)   to recognize Visitors;

(g)   to appoint, from amongst the Visitors, an advisory committee;

(h)   to secure income and maintain adequate control of expenditures;

(i)   to keep accurate records of all noteworthy administrative and financial transactions;

(j)   to adhere to all lawful rules and regulations and all legislative requirements;

(k)   to perpetuate the Board;

(l)   to serve without pecuniary gain or profit;

(m)   to purchase, lease or otherwise acquire, alienate, sell, exchange or otherwise dispose of shares, stocks, rights, warrants, options and other investments, securities, lands, buildings, and other property, moveable 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.

4.03   DELEGATION

The Board may delegate from time to time to such one or more of the Directors and officers of the Corporation as may be designated by the Board all or any of the powers conferred on the Board by the Charter to such extent and in such manner as the Board shall determine at the time of each such delegation.

4.04   BORROWING POWER

Without limiting the borrowing powers of the Corporation as set forth in the Charter, the Board may from time to time:

(a)   borrow money upon the credit of the Corporation;

(b)   issue, reissue, sell or pledge bonds, debentures, notes or other evidence of indebtedness or guarantee of the Corporation, whether secured or unsecured:

(c)   mortgage, encumber, lease, pledge, or otherwise create an interest in or charge upon all or any property (including the undertaking and rights) of the Corporation, owned or subsequently acquired by way of mortgage, pledge or otherwise, to secure payment of any such evidence of indebtedness or guarantee of the Corporation;

(d)   guarantee the repayment of the debts, obligations and liabilities of any other person, firm or company.

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

5.01   BOARD OF DIRECTORS

The affairs of the Corporation shall be managed by a Board of Directors, consisting of not less than three (3) and not more than twelve (12) directors, as to be determined by bylaw from time to time.  Initially, the Board of Directors shall consist of nine (9) natural persons, four (4) of whom shall be appointed by the Brokenhead Ojibway Nation, four (4) of whom shall be appointed by Native Orchid Conservation Inc (“NOCI”) (a Corporation incorporated without share capital under the laws of the Province of Manitoba), and one (1) representative appointed by the Manitoba Model Forest.

5.02   VACANCIES

In the event that any director appointed by one of the above referenced organizations ceases to be a director for any reason whatsoever, the appointing organization shall be entitled to appoint a replacement, provided that if any such appointing organization refuses to appoint or replace a director, and the number of directors of the Corporation would as a result be reduced to less than three, the remaining organizations shall together be entitled to appoint at any time a replacement director until such a time as the appointing organization appoints a replacement, and upon such appointment being made by such appointing organization, the director appointed by the remaining organizations shall automatically be discharged as a Director.

5.03   TERM OF DIRECTORS

The term of office for a Director shall be three (3) years, unless earlier terminated by resignation or removal.  A Director may be reappointed for one (1) or more further terms.

5.04   RESIDENCE OF DIRECTORS

Directors must be resident within the Province of Manitoba unless the Board by resolution waives such residency requirement.

5.05   REMOVAL OF DIRECTORS

The members may by a resolution passed by at least two-thirds of the members remove any Director from office provided notice of intent to so remove the Director is given to all of the members in the notice of the meeting.

5.06   VACATION OF OFFICE

A Director ceases to hold office when he or she dies; when he or she is removed from office by the members, or by the appointing organization; when he or she ceases to be qualified for election as a Director; when his or her written resignation is sent or delivered to the Corporation (or if a time is specified in such resignation, at the time so specified, whichever is later).

6.01   DIRECTORS MEETINGS

A majority of the Directors shall form a quorum for the transaction of business.  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 Chair or Vice-Chair, or by the Secretary on direction in writing of two Directors.  Notice of such meetings shall be delivered, telephoned or sent by mail, facsimile or other electronic means to each Director not less than seven days before the meeting is to take place.  The statutory declaration of the Secretary or Chair that notice has been given pursuant to this bylaw shall be sufficient and conclusive evidence of the giving of this notice.

6.02   MEETINGS BY TELEPHONE

If all the Directors consent, a Director may participate in a meeting of the Board or of a committee of the Board by such telephone or other communications facilities which permit all persons participating in the meeting to hear each other, and a Director participating in such a meeting by such means is deemed to be present at the meeting.  Any such consent shall be effective whether given before or after the meeting to which it relates and may be given with respect to all meetings of the Board and of committees of the Board held while a Director holds office.

6.03   RESOLUTION OF DIRECTORS IN LIEU OF MEETINGS

A resolution in writing signed by all the Directors entitled to vote at a meeting of Directors or committee of Directors, is as valid as if it had been passed at a meeting of Directors or committee of Directors.

6.04   PLACES OF MEETINGS

Meetings of the Board may be held at any place in or outside Canada as the Board of Directors may from time to time determine.

6.05   ERROR IN NOTICE

No error or omission in giving notice for a meeting of directors shall invalidate such meeting or invalidate or make void any proceedings taken or had at such meeting and any director may at any time waive notice of any such meeting and may ratify and approve of any or all proceedings taken or had thereat.

6.06   VOTING

Questions arising at any meeting of directors shall be decided by a majority of votes.  In case of any equality of votes, the Chair, in addition to his or her original vote, shall have a second or casting vote.  Each member in good standing shall be entitled to one vote on each question arising at any special or general meeting of the members.  All votes at any 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 by the Chair 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 recorded in favour of or against such resolution.  In the absence of the Chair his or her duties may be performed by the Vice-Chair or such other director as the Board may from time to time appoint for the purpose.

6.07   ANNUAL AND OTHER MEETINGS OF MEMBERS

The annual or any other general meeting of the members shall be held at the head office of the Corporation or elsewhere in Manitoba as the Board of Directors may determine and on such day as the said directors shall appoint.

6.08   CONDUCT OF ANNUAL MEETING

At every annual meeting, in addition to any other business that may be transacted, the report of the directors, the financial statement and the report of the auditors shall be presented and a Board of Directors elected and auditors appointed for the ensuing year and the remuneration of the auditors shall be fixed.  The members may consider and transact any business either special or general without any notice thereof at any meeting of the members.  The Board of Directors or the Chair or Vice-Chair shall have the power to call at any time a general meeting of the members of the Corporation.  No public notice or advertisement of members’ meetings, annual or general, shall be required, but notice of the time and place of every such meeting shall be given to each member by sending the notice by prepaid mail or facsimile, not less than seven days before the time fixed for the holding of such meeting; provided that any meetings of members may be held at any time and place without such notice if all the members of the Corporation are present thereat or otherwise consent to the meeting, and at such meetings any business may be transacted which the Corporation at annual or general meetings may transact (unless the members have waived an audit in any year).

6.09   PERSONS ENTITLED TO BE PRESENT

The only persons entitled to be present at a meeting of members shall be those entitled to vote thereat, the Directors and auditors of the Corporation and others who, although not entitled to vote, are entitled or required under any provision of the Charter or Bylaws to be present at the meeting.  Any other person may be admitted to any meeting with the approval of a majority of Directors in attendance at the meeting.

6.10   ERROR OR OMISSION IN NOTICE

No error or omission in giving notice of any annual or general meeting or any adjourned meeting, whether annual or general, of the members of the Corporation shall invalidate such meeting or make void any proceedings taken thereat 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 or her last address recorded on the books of the Corporation.

6.11   ADJOURNMENTS OF DIRECTORS MEETINGS OR MEMBERS MEETINGS

Any meeting of the Corporation or of the directors may be adjourned to reconvene at another time and place; such business may be transacted at such reconvened meeting as might have been transacted at the original meeting.  Such adjournment may be made notwithstanding that no quorum is present.

7.01   OFFICERS OF THE CORPORATION

There shall be a Chair and a Vice-Chair, a Secretary, a Treasurer, and such other officers as the Board of Directors may determine by bylaw from time to time.  One person may hold more than one office except the offices of Chair and Vice-Chair.  The Chair and Vice-Chair shall be elected by the members of the Board of Directors from among their number at the first meeting of the Board after the annual meeting, provided that in default of such election the then incumbents shall hold office until their successors are elected.  The other officers of the Corporation need not be members of the Board and in the absence of written agreement to the contrary the employment of all officers shall be settled from time to time by the Board.

8.01   DUTIES OF CHAIR AND VICE-CHAIR

The Chair shall, when present, preside at all meetings of the members of the Corporation and of the Board of Directors.  The Chair shall also be charged with the general management and supervision of the affairs of and the operations of the Corporation.  During the absence or inability of the Chair his or her duties and powers may be exercised by the Vice-Chair or such other director as the Board may from time to time appoint for the purpose, and if the Vice-Chair or such other director exercise any such duty or power, the absence or inability of the Chair shall be presumed with reference thereto.

The Chair shall:

(a)   be responsible for calling, and shall preside at all meetings;

(b)   be an ex-officio member of every committee of the Board;

(c)   be the official spokesperson of the Corporation; and

(d)   carry out such other duties as may be assigned by the Board.

8.02   VICE-CHAIR

The Vice-chair shall, in the absence of the Chair or in the case of his or her inability to act, carry out all the duties and assume all responsibilities of the Chair.

9.01   DUTIES OF THE SECRETARY

The Secretary shall be ex-officio clerk of the Board of Directors.  He or she shall attend all meetings of the Board of Directors and record all facts and minutes of all proceedings in the books kept for that purpose.  He or she shall give all notices required to be given to members and to directors.  He or she shall be custodian of the seal of the Corporation and of all books, papers, records, correspondence, contracts and other documents belonging to the Corporation which he or she shall deliver up only when authorized by a resolution of the Board of Directors to do so, or otherwise legally required, and to such person or persons as may be named in the resolution, and he or she shall perform such other duties as may from time to time be determined by the Board of Directors.

9.02   DUTIES OF THE TREASURER

In the absence of the appointment of a Treasurer, the duties of the Treasurer shall be exercised by the Chair.  The Treasurer, or person performing the usual duties of a Treasurer, shall keep full and accurate accounts of all receipts and disbursements of the Corporation in proper books of account and shall deposit all moneys or other valuable effects in the name and to the credit of the Corporation in such bank, credit union, trust company, or other financial institution as may from time to time be designated by the Board of Directors.  He or she shall disburse the funds of the Corporation under the direction of the Board of Directors, taking proper vouchers therefore and shall render to the Board of Directors at the regular meetings thereof or whenever required of him or her, an account of all his or her transactions as Treasurer, and of the financial position of the Corporation.  He or she shall also perform such other duties as may from time to time be determined by the Board of Directors.

10.01   DUTIES OF OTHER OFFICERS

The duties of all other officers of the Corporation, if any, shall be such as the terms of their engagement call for or the Board of Directors requires of them.

11.01   EXECUTION OF INSTRUMENTS AND OTHER DOCUMENTS

Deeds, transfers, licenses, contracts and engagements on behalf of the Corporation shall be signed by either the Chair or Vice-Chair and by the Treasurer or by any two directors, and the Treasurer 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 Chair, Vice-Chair, or by any person authorized by the Board.

11.02   ACCOUNTS AND INVESTMENTS

Any two of the Chair, Vice-Chair, or Treasurer, or any person or persons from time to time designated by the Board of Directors may transfer any and all accounts, shares, bonds or other securities from time to time standing in the name of the Corporation, in its individual or any other capacity, or as trustee or otherwise, and may accept in the name and on behalf of the Corporation transfers of accounts, shares, bonds or other securities from time to time transferred to the Corporation, and may affix the corporate seal to any such transfers or acceptances of transfers, and may make, execute and deliver under the corporate seal 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.

11.03   SPECIAL INSTRUMENTS

Notwithstanding any provisions to the contrary contained in the Bylaws, 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 obligation of the Corporation may or shall be executed.

12.01   BOOKS, RECORDS AND AUDIT

The directors shall see that all necessary books and records of the Corporation required by the Bylaws or by any applicable statute or law are regularly and properly kept and that once in every year the accounts and books of the Corporation are audited by an auditor who must be a qualified auditor in public practice.

12.02   FISCAL YEAR

The fiscal year of the Corporation shall be the calendar year.

12.03   FINANCIAL INSTITUTIONS

The Board shall from time to time designate chartered banks, credit unions, trust companies, Caisse Populaires, or other financial institutions in which their funds are to be kept on deposit and may authorize the opening of such accounts as may be necessary or that are required by relevant legislation.

12.04   CHEQUES

The Board shall by resolution designate and authorize its banking officers to sign all banking documents on behalf of the Corporation from time to time, including cheques, bills of exchange, orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the Corporation.

13.01   MEMBERSHIP

The membership shall consist of:

(a)   the initial incorporators of the Corporation until such a time as they resign;

(b)   the directors of the Corporation; and

(c)   such other persons as may be admitted to membership by a resolution of the Board of Directors.

13.02   RESIGNATION

Members may resign at any time by resignation in writing which shall be effective upon acceptance thereof by the Board of Directors.  Membership in the Corporation is not transferable.

14.01   COMMITTEES

The Board may constitute such committees as it shall see fit, composed of such persons as it shall see fit and whether members of the Board of Directors or not and the duties of such committees shall be those from time to time designated by the Board.  The quorum for Committees shall be a majority of the members, excluding ex-officio members.  The Board shall, from time to time, determine the Terms of Reference for such committees and such Terms of Reference shall be appended to this bylaw.

15.01   DEPOSIT OF SECURITIES FOR SAFEKEEPING

The securities of the Corporation shall be deposited for safekeeping with one or more banks, credit unions, Caisse Populaires, 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 the written order of the Corporation signed by such officer or officers, agent or agents 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 or the proceeds thereof.

16.01   NOTICE

Whenever under the provisions of the Bylaws, notice is required or permitted to be given, such notice shall be in writing and shall be effectively given and made if (i) delivered personally, (ii) sent by prepaid courier service or mail, or (iii) sent by pre-paid facsimile or other similar means of electronic communication, in each case addressed to the director, officer or member at his, her or their address as the same appears on the books of the Corporation.  Any such communication so given or made shall be deemed to have been given or made and to have been received on the day of delivery if delivered personally or by courier, on the day of faxing or sending by other means of recorded, electronic communication, provided that such day is in either event, a business day and the communication is so delivered, faxed or sent before 4:30 p.m.  local time on such day.  Otherwise such communication shall be deemed to have been given and made and to have been received on the next following business day.  Any such communication sent by mail shall be deemed to have been given and made and to have been received on the fifth business day, following the mailing thereof, provided however that no such communication shall be mailed during any actual or apprehended disruption of postal services.  Any such communication given or made in any other manner, shall be deemed to have been given or made or to have been received only upon actual receipt.

17.01   CONFLICT OF INTEREST

A Director or officer who is a party to, or who is a Director or officer of or has a material interest in any person who is a party to a material contract or proposed material contract with the Corporation shall disclose the nature and extent of his or her interest at the time.  Any such contract or proposed contract shall be referred to the Board (or members) for approval even if such contract is one that in the ordinary course of the Corporation’s business would not require approval by the Board (or members) and a Director interested in a contract so referred to the Board shall not vote on any resolution to approve the same except as provided by The Corporations Act (Manitoba), nor shall such Director participate in the discussion of such contract or proposed contracts.

18.01   LIMITATION OF LIABILITY

A Director or officer shall not be liable for the acts, receipts, neglects or defaults of any other Director or officer or employee, or for joining in any receipt or other act for conformity, or for any loss, damage or expense happening to the Corporation through the insufficiency or deficiency of title to any property acquired for or on behalf of the Corporation, or for the insufficiency or deficiency of any security in or upon which any of the moneys of the Corporation shall be invested, or for any loss or damage arising from the bankruptcy, insolvency or tortious acts of any person with whom any of the moneys, securities or effects of the Corporation shall be deposited or for any loss occasioned by any error of judgment or oversight on his or her part, or for any loss, damage or misfortune whatever which shall happen in the execution of the duties of his or her office or in relation thereto, unless the same are occasioned by his or her own wilful neglect or default.

19.01   INDEMNITY

Subject to the limitations contained in the Charter, the Corporation shall indemnify each Director or officer, a former Director or officer, and his or her heirs and legal representatives, against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment reasonably incurred by him or her in respect of any civil, criminal or administrative action or proceeding to which he or she is made a party by reason of being or having been a Director or officer of the Corporation or such body Corporation, if

(a)   he or she acted honestly and in good faith with a view to the best interests of the Corporation; and

(b)   in the case of a criminal or administrative action or proceeding that results in the levy of a monetary penalty, he or she had reasonable grounds for believing that his or her conduct was lawful.

20.01   INSURANCE

The Corporation may purchase and maintain such insurance for the benefit of its Directors and officers as such, as the Board may from time to time determine.

21.01   DISSOLUTION

In the event of dissolution of the corporation any assets will be divided among the three founding organizations as the directors see fit.

22.01   EFFECTIVE DATE

This bylaw shall come into force when confirmed by the members in accordance with the Charter.

23.01   REPEAL

All previous general or regulatory bylaws of the Corporation are repealed as of the coming into force of this bylaw provided that such repeal shall not affect the previous operation of any bylaw so repealed or affect the validity of any act done or right, privilege, obligation or liability acquired or incurred under or the validity of any contract or agreement made pursuant to any such bylaw prior to its repeal.  All officers and persons acting under any bylaws so repealed shall continue to act as if appointed under the provisions of this bylaw and all resolutions of the members or Board with continuing effect passed under any repealed bylaw shall continue good and valid except to the extent inconsistent with this bylaw and until amended or repealed.

ENACTED by the Board the 14th   day of May, 2009.   

CONFIRMED by the members in accordance with the Charter the 14th   day of May, 2009.