CADDAC Annual General Meeting

December 16th, 2014

12:00 PM EST

In person:

3950 14th Avenue, Suite 604

Markham ON

L3R 0A9

Conference call:

Phone: 1-877-394-5901

Access Code: 5955862

Contents: Agenda

2013 Financial Statement

2014 Accomplishments

Board of Directors Nominees

CADDAC Bylaws

December 16 2014 CADDAC AGM Agenda

12:00 Welcome and note of a quorum bring absent or present

12:05 Brief review and question/discussion period of 2014 accomplishments

12:10 Questions regarding 2013 Financial Statement

12:15 Vote to approve 2013 Financial Statement

12:20 Questions regarding board member approval

12:25 Voting on the approval of the names submitted for the position of board member

12:30 Discussion of next steps if a quorum was not present

CADDAC 2014 Accomplishments

CADDAC as an Organization

Development of guidelines for the inclusion of affiliate support groups under the

CADDAC umbrella.

Education

Web site

Continued up-dates of web site – currently streamlining the web site

Additional education information added to the Awareness web site

New documents on adult ADHD added to web site

Information Brochures

Continued printing and mail out of CADDAC brochure to individual physician’s offices and clinics

Distribution of brochures at patient educational events and community events

Information booths at Primary care Conference, the Canadian Psychiatric Conference, the CADDRA conference, the Durham Board ADHD Awareness Day and Evening events

Continued Development and production of over 1,000 CDs containing patient handouts

for physician offices distributed at medical conferences

Development of Educational Materials

Adult ADHD

The up-date and development of nine new documents on adult ADHD which are housed

on the web site including information on:

o Understanding adult ADHD

o Symptoms

o Assessment and Diagnosis

o Treatment

o Psychosocial Interventions

o ADHD in the workplace

o Positive Aspects

o Reading List

o Web resources

The Development of a presentation on ADHD in the workplace

The development of a package of material focused on ADHD in the workplace geared to

employees and employers

These documents have been translated

USBs

The development of two USB keys each containing 50 documents of ADHD information

One USB is focused on child and adolescent ADHD and the other on adult ADHD

As well as information on assessment, diagnosis, treatment options, myths and facts,

executive functioning, girls and ADHD, ADHD and the education system including post-

secondary issues, the ADHD and the workplace package, USBs each contain over 20

expert guest articles on ADHD.

USBs are being sold for a cost of $20 including HST

CADDAC Workshop

A full day workshop “ADHD in Adults” on October 4th, geared to adults and their families

dealing with adult ADHD. It was also be of interest to health professionals wishing to gain an

understanding of disorder and potential treatments. The workshop was organized and run by

CADDAC, in affiliation with the Shoniker Clinic and featured Dr. Joan Flood and Dr. David Teplin

with a presentation on newly developed CADDAC information on ADHD in the workplace, by

Heidi Bernhardt.

Content:

The morning sessions covered the medical science of adult ADHD, how it presents and differs

from childhood ADHD, medication and psychosocial treatment options, which was followed by

a unique brief presentation by adults with ADHD speaking about their own experiences and

insights. The afternoon included a presentation on emotional dysregulation in adult ADHD and

a presentation on ADHD in the workplace including strategies and accommodations. An open

Q&A/ Discussion period will follow.

CADDAC 6th Annual Two Day Conference

Two full days of presentations on ADHD and related topics geared to parents, educators, adults with ADHD and their families, and medical professionals. The conference took place in Vancouver, in affiliation with BC Children’s Hospital. Our featured speaker was Dr. Russell Barkley. Premier Christy Clarke sent greeting the conference attendees. Additional Presenters: Gina Pera, author of “Is It You, Me or Adult A.D.D.?”, Dr. Adele Diamond, Canada Research Chair Professor of Developmental Cognitive Neuroscience in Psychiatry at UBC, Dr. Shimi Kang, Medical Director for Child and Youth Mental Health for Vancouver Community, Dr. Donald Duncan, Clinical Director of the BC Interior ADHD Clinic, Dr. Jake Locke, Child Psychiatrist and associate professor at UBC, and Heidi Bernhardt, Founder and President of CADDAC.

Content:

Saturday Nov 1, 2014 Plenaries by Dr. Russell Barkley ADHD: Essential Ideas You Need to Know

Self-Regulation and Executive Functioning Workshops Strategies for Aiding the Development of Executive Functions (Dr. Adele Diammond)

The ADHD Child: The Impact of Parenting Styles and Free Play (Dr. Shimi Kang)

All in The Family: The Impact of ADHD on Families (Heidi Bernhardt)

Adult ADHD: Real-World Explanations and Strategies (Gina Pera).

Sunday Nov 2, 2014 Plenaries by Dr. Russell Barkley Importance of Emotion in Understanding and Managing ADHD

The Other Attention Disorder: Sluggish Cognitive Tempo or ADD

Workshops ODD: Your Parenting is Likely Not the Problem (Dr. Don Duncan)

When Kids Don’t Respond to Typical Parenting (Dr. Don Duncan)

Mindfulness for Parents and Caregivers (Dr. Jake Locke)

ADHD in the Workplace (Heidi Bernhardt)

Additional Presentations October 21st Durham School Board Annual ADHD Awareness Day ADHD Bernhardt presented on ADHD Myths and Facts to six different groups of students and educators

Heidi met with parents during the evening event

December 11th Presentation to Ontario Disability Support Program (ODSP) adjudicators Heidi will present on the individual with ADHD: clinical presentation with impairments and impact on daily life (home, school, community and work). This presentation will allow adjudicators to get a sense of the range of impairments caused by ADHD as they do not see the clients but rely on the applicant and clinical reports form the Workplace

Awareness CADDAC Awareness and Advocacy initiatives

ADHD Awareness Month

This year CADDAC expanded to an entire month of Awareness, following the US lead, but also

allowing for a lengthier media and event window. The focus this year was on adult ADHD, with

information of Adult ADHD in the workplace, highlighted by a newly developed Public Service

announcement featuring writer/ producer/comedian Rick Green. With our conference

occurring in BC this year a request went out to the BC government to officially proclaim

October ADHD Awareness Month. Please see below for a copy of the proclamation.

NEW Public Service Announcement featuring Rick Green. YOUTUBE Link

BC Government Proclaimed ADHD Awareness Month Province of British Columbia Proclamation

Events

Ontario

CADDAC Lead

Full Day Workshop on Adult ADHD Date: October 4, 2014 (See above, under education)

Durham District School Board Awareness Week and Day Long Event

Board wide Awareness Week promoted

Full day educational event on awareness and understanding of ADHD

o Six educational sessions for students and teachers representatives form schools

across the board.

o Students and teachers were asked to develop a plan on how share the

information they learned back at their schools

o Evening presentation open to the community

Totally ADD

A series of 3 webinars with Dr. Charles Parker: http://totallyadd.com/webinars/occurring:

October 1st ADHD and Executive Function – Office Measures for Brain Function October 15th Medication Details Improve Every Medication Review October 29th Reality Improves Every ADHD Diagnosis and Treatment

British Columbia

BC, Vancouver Adult ADD Support Group

Information Tables:

Information tables at the Richmond Brighouse Library Lobby at 100-7700 Minoru Gate, Richmond, Friday October 17th 3pm to 9pm. See map Posters and brochures on the Vancouver Adult ADD Support Group and CHADD Vancouver as well as the Adult ADHD screener test and other information on ADHD in adults and children will be available. Volunteers will be answering questions on ADHD.

ADHD Book Displays at 111 libraries and book stores throughout BC.

There will be ADHD books, books by authors who have ADHD on other topics, our ADHD Awareness Week Poster and Brochures on support groups in BC, Vancouver Adult ADD Support Group and CHADD Vancouver.

Québec

Congrès, colloques et conférences sur le TDAH

Conférence (pour les parents d’enfants du primaire et du secondaire) par Dr Annick Vincent le 7 octobre 2014 École Secondaire de Rochebelle, Québec TDAH chez les jeunes: Trucs et astuces pour les parents Entrée et stationnement gratuits Voir les détails

Conférence (pour tous) par Dr Annick Vincent le 28 octobre 2014 INSTITUT UNIVERSITAIRE EN SANTÉ MENTALE DE QUÉBEC dans le cadre de la série Tête à Tête TDAH: Déploie ton potentiel! Entrée et stationnement gratuits Voir les détails

Conférence grand public sur les stratégies adaptatives pour le TDAH chez les grands -Dr Annick Vincent (avec PANDA Capitale nationale et les services adaptés CEGEP Ste-Foy) 17 octobre 2013, CEGEP Ste-Foy. Détails Vous avez manqué la conférence du docteur Annick Vincent “Le TDAH chez nos jeunes qui grandissent” réalisée le 17 octobre 2012 au CEGEP Sainte-Foy? Visionnez-là en ligne ! Voyez les vidéos dans la section “Grand Public” et choisissez les capsules qui vous intéressent! Bon visionnement! La conférence «TDAH: trucs et astuces pour les grands» réalisée le 23 avril 2013 au CEGEP Sainte-Foy sera disponible en ligne sous peu)

Nova Scotia

Nova Scotia ADHD Action Group

Community Information Session:

The Nova Scotia ADHD Action Group is holding a FREE Community Information Session on Wednesday, October 15th from 6:30 to 8:30 pm in room B210 of NSCC – Akerley Campus at 21 Woodlawn Rd in Dartmouth. We will have information regarding local non-profits, community partners, government programs, K-12, post-secondary, job search agencies and entrepreneurship resources.

Book and / or Poster Displays:

1. 13 Nova Scotia Community College Campuses 2. Most university Campuses in the province 3. Multiple Private Schools 4. 9 regions of – Nova Scotia Public Libraries (up to 78 locations) throughout the province 5. All 8 K-12 school board regions through Schools Plus (

https://schoolsplus.ednet.ns.ca/schools) 6. Non-Profits – Teamwork Cooperative and The Workbridge, Entrepreneurs with

Disabilities Network, Self Help Connection, CMHA Colchester East Hants & Halifax / Dartmouth, Sparks Fly, Collaborative Partnership Network, Laing House, etc.

7. Government Agencies that will receive the posters: Department of Community Services, Employment Nova Scotia, Department of Labour and Advanced Education, Mental Health and Addiction Services.

Coalition Members

Centre for ADHD Awareness, Canada

CHADD Canada

PANDA

TDA/H Mauricie Centre du Québec

Vancouver Adult Add Support Group

Excalibur ADHD Association

PANDA Lanaudière nord

TDAH Estrie

K-W Region Parent Support Group

Nova Scotia ADHD Action Group

Facebook Page

https://www.facebook.com/ADHDWeek

Twitter

https://twitter.com/centreforadhd

National Media Campaign

27 CADDAC media stories appeared to date

2 radio interviews

1 local television station in Vancouver covered the CADDAC conference and aired the

PSA

A controlled editorial was secured in Metro, Canada’s #1 daily commuter newspaper

This was a highly targeted activity aimed at elevating awareness of ADHD among adults

The article appeared in Vancouver, Calgary, Toronto, Montreal (French) and Halifax

The article featured Rick Green and the challenges he faced with ADHD and how the diagnosis

and treatment had a positive impact on his life and his families

Local Vancouver media Coverage

CMHA (Vancouver) - Publicized conference on their website. Emailed posters and information (for distribution) to various departments of CMHA,Vancouver. Note: CADDAC is listed as a resource on the CMHA website’s ADHD page. Shaw Cable (Vancouver) - Publicized conference on station “crawl” service airing on lower 3’rd of information channel screen (for 10 days leading up to the event). - Posted conference information on Shaw’s community events page (Shaw TV and Shaw’s Multicultural websites) for 10 days leading up to the event. - Incorporated conference details in Shaw Vancouver’s social media promotions (twitter and facebook). - Aired PSA (Oct. 21 to Oct 31) Shaw Cable (Kelowna) - Publicized conference on community channel (events/telepage) - Agreed to air PSA for 12 weeks (Oct 24 2014 – Jan 4 2015) on community channel. Shaw Cable (Victoria) - Publicized conference on community channel. - Will air PSA (no set time or duration). Shaw Cable (Chilliwack) - Publicized conference on community channel (events/telepage) - Agreed to air PSA on community channel at various times until the end of December. Shaw Cable (Kamloops) - Publicized conference on community channel (events/telepage) - Agreed to air PSA over “several” weeks (whenever possible) Shaw Cable (Okanagan) - Publicized conference on community channel (events/telepage). - Agreed to air PSA for 12 weeks. (whenever possible) Shaw Cable (Okanagan) - Publicized conference on community channel (events/telepage). - Agreed to air PSA for 12 weeks (Oct 24 2014 – Jan 4 2015) on community channel.

Individual Media Interviews throughout the year

February 25 Interview with CKNW

June 28 The St John’s Newfoundland Telegram

May 5th first to two interview by CBC for an upcoming

CADDAC Response to CBC’s “Are we over diagnosing ADHD”

http://caddacblog.ca/?p=159

Booths

Booth at Youth Mental Health Awareness Faire April 24

Booth at Ontario Psychiatric Association March 21-22

Booth at Primary care Conference May 8 -10

Booth at Canadian Psychiatric Association September 11 -13

Booth at CADDRA conference

Advocacy

Advocacy with the British Columbia Government Ministries

On November the 3rd and 4th CADDAC along with a physician and parent representative met

with six BC ministries that are impacted by ADHD, Health, Education, Advanced Education, Child

and Family Development, Social Development and Justice, where we presented key messages

on the existing impact and costs of ADHD to their ministries. The key messages followed

themes developed in the CADDAC white paper “Paying Attention to the Cost of ADHD, The Price

Paid by Canadian Families, Governments and Society” which can be viewed at:

http://adhdawarenessweek.ca/en/documents/Socioeconomic%20Policy%20Paper.pdf

Several ministries agree to CADDAC sharing additional information and resources and a

continued dialogue on these issues.

Treatment Advocacy

Patient Evidence Submission

Patient Evidence Submission British Columbia Drug Program (Pharmacare)

Follow-up letter to provincial formularies

Generic Medications

Continued monitoring of issues with generic ADHD medication

Small survey of physicians to gage who much of an issue this in in mental health

Discussion with US counterpart re issues with generic Concerta in the US

Discussions with other mental health organizations around issues with mental health

generic medication

Education Advocacy

Ontario Ministry

Continued advocacy with NHCC Child and Youth Working Committee – a joint paper and letter was sent to the Ministry of Education in Ontario requesting, that the Ministry work with the NHCC working group to develop a strategy and solutions to support students with neurological conditions, the memorandum be reissued, and that the

ministry consider a sub set neurological disorders under the Physicial ecceptionality category.

Post- Secondary

A committee for ADHD in the post-secondary setting was developed, has met several times and is completing a paper on the ADHD post- secondary requirements to receive accommodations. In addition a tool to assist physicians in comprehensive report writing for post- secondary institutions has also been discussed and on the agenda for development in the next couple of months.

Outreach

Social Media

Consultation with a social media professional

Revitalization of the blog and growth of readership to 6,000 views

Blog linked to Facebook page

Reinstitution of twitter

CADDAC Facebook and Awareness Week pages edited for Awareness Month and

revitalized

Working groups and Coalitions

Continued membership in NHCC, Neurological Health Charities Coalition

Post-Secondary committee with ADHD experts

The addition of two new Awareness Month coalition members, Kitchener Waterloo region parent Support group and the Nova Scotia Action Alliance

Continued communication with LDAO, Tourette Syndrome Foundation, Ontario Brain Trauma and new communication with CMHA, Mood Disorders and the Schizophrenia Society

Continued interaction and postings of Clinics, support groups, research studies, coaches and other resources

Contributed to the external review of the “Canadian Guidelines on Pharmacotherapy for Oppositional Behaviour, Conduct and Aggression in Children and Adolescents with Disruptive Behaviour Disorders as letter of support and commitment to further information translation of the guidelines.

Letter for support and commitment to involvement with the potential development of PEGASYS (Phenotypic, Environmental and Genomic Approaches to Psychopathology) as a centre of excellence.

CADDAC Board of Directors Nominees

1. Ally Ladak

2. Cheryl Paige

3. Heidi Bernhardt

4. John Tucker

5. Karen MacMillan

6. Katherine Curry

7. Merle Langbord Levine

8. Samantha Hamilton

9. Sheila Dunthorne

10. Shelley Mines

Board of Directors Nominees

1. Ally Ladak

Ally Ladak was recently appointed for a third consecutive term to serve on the selection committee, 2013 academic adjudicator, Valedictorian, science fair judge, and international professionals mentor. He has a particular interest in the following areas: health care; hospital care; mental health; Pharmacokinetics and Pharmacodynamics of stimulant medication in children and adolescents with ADHD; education; ADHD research; community-building, housing, poverty, and environmental issues; as well as the services and issues surrounding the disadvantaged. He has donated over 15 years of his time and experience, including current affiliations with Green Living Show, Jane’s Walk, Toronto Community foundation, Luminato, 2012 Ontario summer games, Playing for Keeps Ambassador, The Kidney Foundation of Canada, Social Services Net, and The Arts and Culture Committee. Ally's interests include technology for children with learning disabilities, education-related legislation, and children's mental health. Ally is passionate about de-stigmatizing and removing myths surrounding ADHD. Interests include educating teachers on new approaches to teaching children with ADHD/ADD. In his role as National Vice Chair of the CADDAC Board and Education Committee, Ally’s goals are to promote awareness and provide support to others navigating the everyday challenges of ADHD, as well as address the importance of understanding individual behaviours, temperaments, and the learning styles of each ADHD student.

2. Cheryl Paige

Cheryl is personally and professionally familiar with ADHD and the effects it has on children and adolescent achievement and success in school and life. Cheryl has a Master of Education in Special Education from University of Toronto and has worked as an elementary school principal in the Toronto District School Board for ten years. She has been a TDSB special education consultant, has chaired IPRC's and made numerous presentations on ADHD to principals, teachers and parents.

Cheryl is a member of Ontario Principals’ Council and has worked on behalf of CODE (Council of Directors of Education) and the Council of Ministers of Education Canada (CMEC) on numerous assignments. She has been a co-researcher for SSHRC grants (Social Sciences and Humanities Research Council of Canada grants). Cheryl is interested in examining how technology can be used to support achievement and during her tenure her school won many national awards in this area. Cheryl has been the recipient of many awards including Canada’s Outstanding Principal award in 2005 – the first year it was offered. Cheryl’s current area of interest is ADHD and its impact on mathematics achievement.

3. Heidi Bernhardt

Heidi is the mother of three young men with ADHD. She has a background in psychiatric nursing, was the Executive Director of the Canadian ADHD Resource Alliance (CADDRA), a national not-for-profit organization of the leading clinicians and researchers in ADHD in Canada and a founder of CADDAC. Heidi is presently the President and Executive Director of the Centre for ADHD Awareness Canada (CADDAC). In the past 18 years Heidi has helped educate parents, educators, medical professionals, industry, the public and government about ADHD through her presentations, conferences, advocacy work and media interviews.

4. John Tucker

John Tucker is presently serving as Vice-President, Research, for the HarbourFront Health Group, a national consulting group headquartered in Grand Falls, New Brunswick. Prior to this, John spent 25 years in education in Newfoundland as a teacher, department head, and principal. He focused much of his activities on advocacy and support for students who need special help or consideration. In 1995, John pursued graduate studies at the Ontario Institute for Studies in Education (OISE) at the University of Toronto where he earned his Ph.D. in 1998. His primary research interest was centred on students' transitions from high school to post-secondary institutions. John is a trained personal and adult ADD/ADHD coach in Toronto, ON, Canada. For decades, he has been actively interested in diet, nutrition, and research in education and health and has been working in the health care field since 1998.

5. Karen MacMillan

Professional Experience

I have a PhD in Counselling Psychology and I have been a Registered Psychologist in Alberta for 12 years. My focus has been with children and adolescents, as well as their families. I am a sessional instructor at both Mount Royal University and the University of Calgary. At Foothills Academy Society I am the Director in charge of Community Services. Our focus is on serving young people with LD and/or ADHD by providing a wide range of direct services (psycho-educational assessments, camps, counselling, tutoring, etc...), as well as educating families and relevant professionals.

Personal Experience

Several members of my family have ADHD, including my ten-year-old daughter. I feel as though this first-hand knowledge of the daily struggles (and successes!) provides me with the opportunity to bridge research-based knowledge about ADHD with the practical realities that so many families face. As a result, I am passionate about providing individuals, families, and professionals with the knowledge and tools that will help people with ADHD be successful.

I would love to be involved with CADDAC in order to support further education and advocacy efforts.

Thank you, Karen MacMillan PhD, R. Psych

6. Katherine Curry

Katherine is the mother of a son who was diagnosed with ADHD and ODD at an early age. As a result, Katherine's time over recent years has been spent researching ADHD and ODD and successfully advocating for her son's needs with both the Catholic and public school boards. She has provided advice in this regard to numerous parents of children who have been diagnosed with ADHD and who have encountered issues within the school system. In addition, Katherine has been practicing law for 17 years, currently as Senior Vice President, General Counsel for Productivity Media Inc. Katherine brings to CADDAC a wealth of advocacy experience and legal expertise, and her primary focus is on addressing the educational and social needs of children with ADHD.

7. Merle Langbord Levine

For over the past 40,years I have taught both in the public and private sectors in the field of special education. I have been recognized by both professionals and parents as being very much interested and knowledgeable in helping to recognize students with ADHD and ADD and to help them meet with success in school. Long before ADD and ADHD were accepted by pediatricians and educators, I made my voice known and was considered a “maverick” in my interest and ability to stand up for these children.

It has indeed taken many years to finally have ADHD/ADD recognized as not just a “behaviour” problem that can be treated with behaviour strategies alone, but is indeed a medical condition which can be treated with medication in combination with both remedial teaching and behaviour therapy.

I had the great privilege to study and work in conjunction with the early developers in this field such as Dr. Marcel Kinsbourne and Jim Swanson, PH.D in the 1970’s whilst they did many of the early studies in the field of ADHD and ADD at the Hospital for Sick Children.

My Master of Education Thesis completed in 1992 was entitled, The Affect of ADHD on the Mother. It had a most favourable response.

I continue to educate and participate wherever I can to help parents and professionals in all related fields to recognize the necessity to treat ADHD/ADD using both an holistic and remedial approach in teaching these students.

In closing, I would consider it to be a privilege to be a member of the CADDAC Board.

Respectfully submitted,

Merle Langbord Levine, M.Ed. Director, Merle L. Levine Academy Inc.

8. Samantha Hamilton

Samantha is married mother of three children ages 14, 12 & 10 years. Her youngest son, was diagnosed with ADHD & LD at an early age. Samantha grew up with mental health as her mother was only recently diagnosed and treated. Samantha works full time as a paramedic in Nova Scotia. She deals with adults and children with many mental health needs. She enjoys advocating for ADHD & mental health. Her son attends a private school that has helped her son with his learning differences. He is now able to read a book independently which is a small miracle. With persistence they have been able to negotiate the ups and downs of the system.

9. Sheila Dunthorne

Sheila is the mother of a son who was diagnosed with ADHD and Anxiety Disorder which as a result of her son’s diagnosis, she was tested and diagnosed with Adult ADHD. From her eagerness to find help for her son and herself she proceeded to research and read everything she could on ADHD to help her son and herself live a more productive and successful life. Sheila works at Learning Disabilities Association of Manitoba, Brandon and District Chapter and is also a member of the Board. She is currently a student taking courses to become an ADHD Coach to now follow her life’s passion to help others to learn about ADHD and how it works in them.

10. Shelley Mines

Shelley has an M Sc from Dalhousie University and has been working in the Healthcare industry for the past 23 years. She is an award winning sales and marketing professional and her roles have ranged from sales and marketing to business development in the Pharma and Medical Devices arenas. Shelley has been an active member of her local PTA for the past 8 years and joined the CADDAC board a year ago. Shelley's passion for ADD comes through the experience of her teenage son, who was diagnosed in his formative years with severe ADHD with impulsivity disorder. Her interest in CADDAC is to help raise awareness and to help support others who are currently navigating the maze that she and her son have mastered. Through advocacy, persistence and diligence, her son has gone from being suspended 16 times in grade 1, to a grade 12 student that plays sports and holds down a part time job while he achieves honor role standings at school.

REVISION DATED 5 FEBRUARY 2013

BY-Law No. 1

A by-law relating generally to the conduct of the affairs

of the Centre for ADHD Awareness, Canada

(the “Corporation”)

Table of Contents

Section 1 — General

Section 2 — Membership – Matters Requiring Special Resolution

Section 3 — Membership Dues, Termination and Discipline

Section 4 — Meetings of Members

Section 5 — Directors

Section 6 — Meetings of Directors

Section 7 — Officers

Section 8 — Notices

Section 9 — Dispute Resolution

Section 10 — Effective Date

Be it enacted as a by-law of the Corporation as follows:

Section 1 — General

1.01 Definitions

In this by-law and all other by-laws of the Corporation, unless the context otherwise

requires:

a) “Act” means the Canada Not-for-profit Corporations Act S.C. 2009, c.23 including the

Regulations made pursuant to the Act, and any statute or regulations that may be

substituted, as amended from time to time;

b) “articles” means the original or restated articles of incorporation or articles of

amendment, amalgamation, continuance, reorganization, arrangement or revival of the

Corporation;

c) “board” means the board of directors of the Corporation and “director” means a member

of the board;

d) “by-law” means this by-law and any other by-law of the Corporation as amended and

which are, from time to time, in force and effect;

e) “meeting of members” includes an annual meeting of members or a special meeting of

members; “special meeting of members” includes a meeting of any class or classes of

members and a special meeting of all members entitled to vote at an annual meeting of

members;

f) “ordinary resolution” means a resolution passed by a majority of not less than 50% plus

1 of the votes cast on that resolution;

g) “proposal” means a proposal submitted by a member of the Corporation that meets the

requirements of section 163 (Shareholder Proposals) of the Act;

h) “Regulations” means the regulations made under the Act, as amended, restated or in

effect from time to time; and

i) “special resolution” means a resolution passed by a majority of not less than two-thirds

(2/3) of the votes cast on that resolution.

1.02 Interpretation

In the interpretation of this by-law, words in the singular include the plural and vice-versa,

words in one gender include all genders, and “person” includes an individual, body

corporate, partnership, trust and unincorporated organization.

Other than as specified in 1.01 above, words and expressions defined in the Act have the

same meanings when used in these by-laws.

1.03 Corporation Seal

The seal an impression of which is stamped in the margin hereof shall be the corporate seal

of the Corporation.

1.04 Execution of Documents

Deeds, transfers, assignments, contracts, obligations and other instruments in writing

requiring execution by the Corporation may be signed by the president or any two (2) of its

officers or directors. In addition, the board may from time to time by resolution direct the

manner in which, and the person or persons by whom, a particular document or type of

document shall be executed. Any person authorized to sign any document may affix the

corporate seal to the document. Any signing officer may certify a copy of any instrument,

resolution, by-law or other document of the Corporation to be a true copy thereof.

All cheques, bills of exchange or other orders for the payment of money, notes or other

evidences of indebtedness issued in the name of the Corporation shall be signed by such

officer or officers, agent or agents of the Corporation and in such manner as shall from time

to tie be determined by resolution of the board and any one of such officers or agents may

alone endorse notes and drafts for collection on account of the Corporation through its

bankers, and endorse notes and cheques for deposit with the Corporation’s bankers for the

credit of the Corporation, or the same may be endorsed “for collection” or “for deposit” with

the bankers of he Corporation by using the Corporation’s rubber stamp for the purpose. Any

one of such officers or agents so appointed may arrange, settle, balance and certify all

books and accounts between the Corporation and the Corporation’s bankers and may

receive all paid cheques and vouchers and sign all of the bank’s forms or settlement of

balances and release or verification slips.

1.05 Financial Year End

Unless otherwise directed by the board, the financial year end of the Corporation shall be

31st of December.

1.06 Banking arrangements

The banking business of the Corporation shall be transacted at such bank, trust company or

other firm or corporation carrying on a banking business in Canada or elsewhere as the

board of directors may designate, appoint or authorize from time to time by resolution. The

banking business or any part of it shall be transacted by an officer or officers of the

Corporation and/or other persons as the board of directors may by resolution from time to

time designate, direct or authorize.

1.07 Annual Financial Statements

The Corporation shall publish a notice to its members stating that the annual financial

statements and documents provided in subsection 172(1) are available at the registered

office of the Corporation and any member may, on request, obtain a copy free of charge at

the registered office or by prepaid mail.

1.08 Books and Records

The directors shall see that all necessary books and records of the Corporation required by

the by-laws of the Corporation or by any applicable statute or law are regularly and properly

kept.

1.09 Indemnities

Every director or officer of the Corporation or any other person who has undertaken or is

about to undertake any liability on behalf of the Corporation and his or her 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 whatsoever which such director, officer or other person

sustains or incurs in or about any action, suit or proceeding that 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 by him or her, in or about the execution of the

duties of his or her office; and

b) all other costs, charges and expenses that he or she sustains or incurs in or about or in

relation to the affairs thereof, except such costs, charges or expenses as are occasioned

by his or her own willful neglect or default.

1.10 Protection

No director or officer for the time being of the Corporation shall be liable for the acts,

receipts, neglects or defaults of any other director or officer or employee or for joining in any

receipt or for any loss, damage or expense happening to the Corporation through the

insufficiency or deficiency of title to any property acquired by order of the Board or 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 or belonging to the Corporation 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 company with whom or which any moneys, securities or effects shall be

lodged or deposited or for any other loss, damage or misfortune whatever which may

happen in the execution of the duties of such director's or officer's respective office or trust

or in relation thereto unless the same shall happen by or through such director's or officer's

own wrongful and willful act or through his or her own wrongful and willful neglect or default.

The directors of the Corporation 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 the Corporation, except such as shall have been submitted to and authorized or

approved by the Board. If any director or officer of the Corporation shall be employed by or

shall perform services for the Corporation otherwise than as a director 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 the Corporation, the fact of his being a director or officer of the

Corporation, shall not disentitle such director or officer or such firm or company, as the case

may be, from receiving proper remuneration for such services.

1.11 Share Transfers

The President or any person or persons from time to time designated by the board of

directors may transfer any and all shares, bonds or other securities from time to time

standing in the name of the Corporation and may accept in the name and on behalf of

the Corporation transfers of 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.

1.12 Borrowing

The directors may from time to time and without the authorization of the members:

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

(b) issue, reissue, sell, pledge or hypothecate debt obligations of the Corporation;

(c) give a guarantee of behalf of the Corporation; and

(d) mortgage, hypothecate, pledge or otherwise create a security interest in all of any

property of the Corporation, owned or subsequently acquired, to secure any debt

obligation of the Corporation.

1.13 Associated groups

CADDAC may associate with groups which share its mission of promoting ADHD

awareness. Such association may take the form of sharing information, assisting with

organizing, promoting joint events, and other such assistance as may be determined by the

board. Such groups will retain their own structure and be responsible for their own

governance and policy. Neither organization will be subject to any liability as a result of any

such association, nor will either organization be responsible for any duties or obligations of

the other. The Corporation shall not be deemed by virtue of such association to necessarily

endorse everything that the other organization has done or is doing.

Section 2 — Membership – Matters Requiring Special

Resolution

2.01 Membership Conditions

Subject to the articles, there shall be two classes of members in the Corporation, namely,

Class A members and Class B members. The board of directors of the Corporation may, by

resolution, approve the admission of the members of the Corporation. Members may also be

admitted in such other manner as may be prescribed by the board by resolution. The

following conditions of membership shall apply:

Class A Members (Individual)

a) Class A voting membership shall be available only to individuals who have applied and

have been accepted for Class A voting membership in the Corporation.

b) The term of membership of a Class A voting member shall be annual, subject to renewal

in accordance with the policies of the Corporation.

c) As set out in the articles, each Class A voting member is entitled to receive notice of,

attend and vote at all meetings of members and each such Class A voting member shall

be entitled to one (1) vote at such meetings.

Class B Members (Organizational)

a) Class B membership shall be available to organizations, who support the objectives of

the organization and who have applied and have been accepted for Class B

membership in the Corporation.

b) The term of membership of a Class B member shall be annual, subject to renewal in

accordance with the policies of the Corporation.

c) Subject to the Act and the articles, a representative of the Class B member organization

shall be entitled to receive notice of, attend or vote at meetings of members and each

such representative shall be entitled to one (1) vote at such meetings.

Pursuant to subsection 197(1) (Fundamental Change) of the Act, a special resolution of the

members is required to make any amendments to this section of the by-laws if those

amendments affect membership rights and/or conditions described in paragraphs 197(1)(e),

(h), (l) or (m).

2.02 Membership Transferability

Unless otherwise directed by the board, a membership may only be transferred to the

Corporation. Pursuant to Section 197(1) of the Act, a special resolution of the members is

required to make any amendment to add, change or delete this section of the by-laws.

2.03 Notice of Meeting of Members

Notice of the time and place of a meeting of members shall be given to each member

entitled to vote at the meeting by the following means:

a) By mail, courier or personal delivery to each member entitled to vote at the meeting,

during a period of 21 to 60 days before the day on which the meeting is to be held; or

b) By telephonic, electronic or other communication facility to each member entitled to vote

at the meeting, during a period of 21 to 35 days before the day on which the meeting is

to be held.

Pursuant to subsection 197(1) (Fundamental Changes) of the Act, a special resolution of the

members is required to make any amendment to the by-laws of the Corporation to change

the manner of giving notice to members entitled to vote at a meeting of members.

2.04 Absentee Voting by Mail Ballot

Each member of the Corporation shall be entitled to one vote except in the event of a tied

vote (see section 4.05).

Pursuant to subsection 171(1) (Absentee Voting) of the Act, a member entitled to vote at a

meeting of members may vote by mailed-in ballot if the Corporation has a system that:

a) enables the votes to be gathered in a manner that permits their subsequent verification,

and

b) permits the tallied votes to be presented to the Corporation without it being possible for

the Corporation to identify how each member voted.

Pursuant to subsection 197(1) (Fundamental Changes) of the Act, a special resolution of the

members is required to make any amendment to the by-laws of the Corporation to change

this method of voting by members not in attendance at a meeting of members.

2.05 Members Calling a Members’ Meeting

The board shall call a special meeting of members in accordance with Section 167 of the

Act, on written requisition of members carrying not less than 5% of the voting rights. If the

board does not call a meeting within twenty-one (21) days of receiving the requisition, any

member who signed the requisition may call the meeting.

Section 3 — Membership Dues, Termination and Discipline

3.01 Membership dues

Members shall be notified in writing or by telephonic, electronic or other communication of

the membership dues at any time payable by them and, if any are not paid within one (1)

calendar month of the membership renewal date, the members in default shall automatically

cease to be members of the Corporation.

3.02 Termination of Membership

A membership in the Corporation is terminated when:

a) the member dies, or, in the case of a member that is a corporation, the corporation is

dissolved;

b) a member fails to maintain any qualifications for membership described in Section 2.01

of these by- laws;

c) the member resigns by delivering a written resignation to the chair of the board of the

Corporation in which case such resignation shall be effective on the date specified in the

resignation;

d) the member is expelled in accordance with Section 3.03 below or is otherwise

terminated in accordance with the articles or by-laws;

e) the member’s term of membership expires; or

f) the Corporation is liquidated or dissolved under the Act.

Subject to the articles, upon any termination of membership, the rights of the member,

including any rights in the property of the Corporation, automatically cease to exist. In case

of resignation, a member shall remain liable for payment of any assessment or other sum

levied or which became payable by him to the Corporation prior to receipt of his resignation.

3.03 Discipline of Member

The board shall have authority to suspend or expel any member from the Corporation for

any one or more of the following grounds:

a) violating any provision of the articles, by-laws, or written policies of the Corporation;

b) carrying out any conduct which may be detrimental to the Corporation as determined by

the board in its sole discretion, including without limitation due to the fact that the board

believes that such person’s interests conflict with the furthering of the objects of the

Corporation;

c) for any other reason that the board in its sole and absolute discretion considers to be

reasonable, having regard to the purpose of the Corporation.

In the event that the board determines that a member should be expelled or suspended from

membership in the Corporation, the president, or such other officer as may be designated by

the board, shall provide twenty (20) days notice of suspension or expulsion to the member

and shall provide reasons for the proposed suspension or expulsion. The member may

make written submissions to the president, or such other officer as may be designated by

the board, in response to the notice received within such twenty (20) day period. In the

event that no written submissions are received by the president, the president, or such other

officer as may be designated by the board, may proceed to notify the member that the

member is suspended or expelled from membership in the Corporation. If written

submissions are received in accordance with this section, the board will consider such

submissions in arriving at a final decision and shall notify the member concerning such final

decision within a further twenty (20) days from the date of receipt of the submissions. The

board’s decision shall be final and binding on the member, without any further right of

appeal.

Section 4 — Meetings of Members

4.01 Place of Meeting

Subject to compliance with Section 159 of the Act, meetings of the members may be held at

the head office of the Corporation or such other place in Canada as the board may

determine and on such day as the directors shall appoint.

4.02 Persons Entitled to be Present

The only persons entitled to be present at a meeting of members shall be those entitled to

vote at the meeting, the directors and the public accountant of the Corporation and such

other persons who are entitled or required under any provision of the Act, articles or by-laws

of the Corporation to be present at the meeting. Any other person may be admitted only on

the invitation of the chair of the meeting or by resolution of the members.

4.03 Chair of the Meeting

In the event that the chair of the board and the vice-chair of the board are absent, the

members who are present and entitled to vote at the meeting shall choose one of their

number to chair the meeting.

4.04 Quorum

A quorum at any meeting of the members (unless a greater number of members are

required to be present by the Act) shall be 10% of the members entitled to vote at the

meeting. If a quorum is present physically, telephonically or electronically at the opening of a

meeting of members, the members present may proceed with the business of the meeting

even if a quorum is not present throughout the meeting.

4.05 Votes to Govern

At any meeting of members every question shall, unless otherwise provided by the articles

or by-laws or by the Act, unless a ballot or poll is demanded by any member, be taken by a

show of hands and shall be determined by a majority of the votes cast on the questions. In

case of an equality of votes either on a show of hands or on a ballot or on the results of

electronic voting, the chair of the meeting in addition to an original vote shall have a second

or casting vote.

4.06 Business Transacted at Meetings

The members may consider and transact such business as has been approved by the board

at any meeting of the members.

Section 5 — Directors

5.01 Election and Term

The affairs of the Corporation shall be managed by a board of a minimum of three (3)

directors to a maximum of fifteen (15) directors, each of whom at the time of his election by

the member or within ten (10) days thereafter and throughout his/her term of office shall be

a member of the Corporation. Each director shall be elected to hold office until the third

annual meeting after such director shall have been elected or until such director’s successor

shall have been duly elected and qualified. Subject to the articles, the members will elect the

directors at the first meeting of members and at each succeeding annual meeting at which

an election of directors is required.

5.02 Powers of Directors

Subject to these by-laws and the Act, the directors of the Corporation may administer the

affairs of the Corporation in all things and generally may exercise all such other powers and

do all such acts and things as the Corporation is by its charter or otherwise authorized to

exercise and do. Without limiting the generality of the foregoing, the directors are expressly

empowered, from time to time, to purchase, lease or otherwise acquire, alienate, sell,

exchange or otherwise dispose of shares, stocks, rights, warrants, options and other

securities, lands, buildings and other property, movable or immovable, real or personal, or

any right or interest therein owned by the Corporation, for such consideration and upon such

terms and conditions as they may deem advisable. The directors are expressly empowered

to adopt such rules and procedures, not contrary to the by-laws or charter of the

Corporation, as they deem fit.

5.03 Remuneration of Directors

The directors shall receive no remuneration for acting as such, and no director shall directly

benefit or indirectly receive any profit from his position as such; but a director or executive

committee member may be paid reasonable expenses incurred by him and may be

compensated for all expenses incurred by while carrying out his duties. This will include

being compensated for time taken off work for carrying out duties sanctioned by the board of

directors. Notwithstanding the foregoing, directors and/or members may hold paid positions

within the Corporation or do contract work for the Corporation, provided that they are

qualified to perform the service, and that those directors or members, as applicable, who are

candidates for employment by the organization excuse themselves from any vote related to

such employment, or the subject matter of the employment while they are engaged by the

Corporation. This must be sanctioned by the board of directors.

5.04 Nominations – Board of Directors

The Officers shall act as a nominating committee for the purpose of proposing a slate of

persons as nominees for election as directors for consideration of the annual meeting of the

members of the Corporation (the “Slate”). The Slate shall be posted and published with the

notice of the annual meeting. The nominating committee shall meet at the call of the Chair.

Any member entitled to vote for the election of directors may make a nomination for the

election of directors at a meeting of members called for the election of directors; provided

notice of a proposed nomination including the name of the nominee, is given as set forth

herein to provide an opportunity for appropriate disclosure to be made. Notice of a proposed

nomination of a nominee not included in the Slate, shall be given in writing to the Secretary

of the Corporation not less than twenty (21) days prior to any meeting of the members called

for the election of directors. Such notice shall be sufficiently given if delivered to the

Secretary in accordance with the protocols set out in Section 8.01. The chair will determine

whether notice of a proposed nomination was given in accordance with the foregoing

procedure, and if the chair should determine that it was not so given, the chair shall declare

that fact to the meeting and the defective nomination shall be set aside.

Section 6 — Meetings of Directors

6.01 Calling of Meetings

Meetings of the board may be called by the chair of the board, the vice-chair of the board or

any two (2) directors at any time.

6.02 Notice of Meeting

Notice of the time and place for the holding of a meeting of the board shall be given in the

manner provided in Section 2.02 of this by-law to every director of the Corporation not less

than 7 days before the time when the meeting is to be held. Notice of a meeting shall not be

necessary if all of the directors are present, and none objects to the holding of the meeting,

or if those absent have waived notice of or have otherwise signified their consent to the

holding of such meeting. Notice of an adjourned meeting is not required if the time and place

of the adjourned meeting is announced at the original meeting. Unless the by-law otherwise

provides, no notice of meeting need specify the purpose or the business to be transacted at

the meeting except that a notice of meeting of directors shall specify any matter referred to

in subsection 138(2) (Limits on Authority) of the Act that is to be dealt with at the meeting.

6.03 Regular Meetings

The board may appoint a day or days in any month or months for regular meetings of the

board at a place and hour to be named. A copy of any resolution of the board fixing the

place and time of such regular meetings of the board shall be sent to each director forthwith

after being passed, but no other notice shall be required for any such regular meeting

except if subsection 136(3) (Notice of Meeting) of the Act requires the purpose thereof or the

business to be transacted to be specified in the notice.

6.04 Votes to Govern

At all meetings of the board, every question shall be decided by a majority of the votes cast

on the question. The chair shall refrain from voting unless required to break a tie.

6.05 Committees

The board may from time to time appoint any committee or other advisory body, as it deems

necessary or appropriate for such purposes and, subject to the Act, with such powers as the

board shall see fit. Any such committee may formulate its own rules of procedure, subject to

such regulations or directions as the board may from time to time make. Any committee

member may be removed by resolution of the board.

Section 7 — Officers

7.01 Appointment of officers

The board may designate the officers of the Corporation, appoint officers on an annual or

more frequent basis, specify their duties and, subject to the Act, delegate to such officers

the power to manage the affairs of the Corporation. A director may be appointed to any

office of the Corporation. An officer may, but need not be, a director unless these by-laws

otherwise provide. Two or more offices may be held by the same person.

7.02 Description of officers

Unless otherwise specified by the board which may, subject to the Act modify, restrict or

supplement such duties and powers, the officers of the Corporation, if designated and if

officers are appointed, shall have the following duties and powers associated with their

positions:

a) Chair of the Board – The chair of the board shall be a director. The chair of the board, if

any, shall, when present, preside at all meetings of the board of directors and of the

members. The chair shall have such other duties and powers as the board may specify.

b) Vice-Chair of the Board – The vice-chair of the board shall be a director. If the chair of

the board is absent or is unable or refuses to act, the vice-chair of the board shall, when

present, preside at all meetings of the board of directors and of the members. The vice-

chair shall have such other duties and powers as the board may specify.

c) President – The President shall be charged with the general management and

supervision of the affairs and operations of the Corporation. The President shall sign all

by-laws and membership certificates. The President shall be the chief executive officer

of the Corporation and shall be responsible for implementing the strategic plans and

policies of the Corporation. The President shall, subject to the authority of the board,

have general supervision of the affairs of the Corporation.

d) Secretary – The Secretary shall be ex officio clerk of the board of directors. The

Secretary shall attend meetings of the board of directors and record all facts and

minutes of all proceedings in the books kept for that purpose or assign such duties as

agreed to by the board. The Secretary shall give all notices required to be given to

members and to directors, or assign such duties as agreed to by the board. The

Secretary shall be the custodian of the seal of the Corporation and of all books, papers,

records, correspondence, contracts and other documents belonging to the Corporation,

or assign these duties as agreed to by the board, which shall be delivered up only when

authorized by a resolution of the board of directors to do so and to such person or

persons as may be named in the resolution, and the Secretary shall perform such other

duties as may from time to time be determined by the board of directors.

e) Treasurer – The Treasurer shall keep full and accurate accounts of all receipts and

disbursements of the Corporation in proper books of account and shall deposit all

monies or other valuable effects in the name and to the credit of the Corporation in such

bank or banks as may from time to time be designated by the board of directors or

assign such duties as agreed to by the board. The Treasurer shall disburse the funds of

the Corporation under the direction of the board of directors, taking proper vouchers

therefor and shall render to the board of directors at the regular meetings thereof or

whenever required, an account of all of the transactions as Treasurer, and of the

financial position of the Corporation. The Treasurer shall also perform such other duties

as may from time to time be determined by the board of directors.

The powers and duties of all other officers of the Corporation shall be such as the terms

of their engagement call for or the board or president requires of them. The board may

from time to time and subject to the Act, vary, add to or limit the powers and duties of

any officer.

7.03 Vacancy in office

In the absence of a written agreement to the contrary, the board may remove, whether for

cause or without cause, any officer of the Corporation. Unless so removed, an officer shall

hold office until the earlier of:

a) the officer’s successor being appointed

b) the officer’s resignation

c) such officer ceasing to be a director or

d) such officer’s death

If the office of any officer of the Corporation shall be or become vacant, the directors may,

by resolution, appoint a person to fill such vacancy.

Section 8 — Notices

8.01 Method of giving notices

Any notice (which term includes any communication or document) to be given (which term

includes sent, delivered or served), other than notice of a meeting of members or a meeting

of the board of directors, pursuant to the Act, the articles, the by-laws or otherwise to a

member, director, officer or member of a committee of the board or to the public accountant

shall be sufficiently given:

a) if delivered personally to the person to whom it is to be given or if delivered to such

person’s address as shown in the records of the Corporation or in the case of notice to a

director to the latest address

b) if mailed to such person at such person’s recorded address by prepaid ordinary or air

mail; or

c) if sent to such person by telephonic, electronic or other communication facility at such

person’s recorded address for that purpose; or

d) if provided in the form of an electronic document in accordance with Part 17 of the Act.

A notice so delivered shall be deemed to have been given when it is delivered personally or

to the recorded address as aforesaid; a notice so mailed shall be deemed to have been

given when deposited in a post office or public letter box, provided that in the event of a

postal disruption notice must be delivered or sent by telephonic or electronic means as

provided herein to be effective; and a notice so sent by any means of transmitted or

recorded communication shall be deemed to have been given when dispatched or delivered

to the appropriate communication company or agency or its representative for dispatch. The

Secretary may change or cause to be changed the recorded address of any member,

director, officer, public accountant or member of a committee of the board in accordance

with any information believed by the Secretary to be reliable. The declaration by the

Secretary that notice has been given pursuant to this by-law shall be sufficient and

conclusive evidence of the giving of such notice. The signature of any director or officer of

the Corporation to any notice or other document to be given by the Corporation may be

written, stamped, type-written or printed or partly written, stamped, type-written or printed.

8.02 Invalidity of any provisions of this by-law

The invalidity or unenforceability of any provision of this by-law shall not affect the validity or

enforceability of the remaining provisions of this by-law.

8.03 Omissions and Errors

No error or omission to give any notice to any member, director, officer, member of a

committee of the board or public accountant, or the non-receipt of any notice by any such

person where the Corporation has provided notice in accordance with the by-laws or any

error in any notice not affecting its substance shall invalidate any action taken at any

meeting to which the notice pertained or otherwise founded on such notice. Any such

person may at any time waive notice of any such meeting and may ratify and approve any or

all proceedings taken or had thereat.

8.04 Adjournments

Any meetings of the Corporation or of the directors may be adjourned at 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. No notice shall be required of any such

adjournment. Such adjournment may be made notwithstanding that no quorum is present.

Section 9 — Dispute Resolution

9.01 Mediation and arbitration

Disputes or controversies among members, directors, officers, committee members, or

volunteers of the Corporation are as much as possible to be resolved in accordance with

mediation and/or arbitration as provided in Section 9.02 of this by-law.

9.02 Dispute Resolution Mechanism

In the event that a dispute or controversy among members, directors, officers, committee

members, employees or volunteers of the Corporation arising out of or related to the articles

or by-laws, or out of any aspect of the operations of the Corporation is not resolved in

private meetings between the parties, then without prejudice to or in any other way

derogating from the rights of the members, directors, officers, committee members,

employees or volunteers of the Corporation as set out in the articles, by-laws or the Act, and

as an alternative to such person instituting a law suit or legal action, such dispute or

controversy shall be settled by a process of dispute resolution as follows:

a) The dispute or controversy shall first be submitted to a panel of mediators whereby the

one party appoints one mediator, the other party (or if applicable the board of the

Corporation) appoints one mediator, and the two mediators so appointed jointly appoint

a third mediator. The three mediators will then meet with the parties in question in an

attempt to mediate a resolution between the parties.

b) The number off mediators may be reduced from three to one or two upon agreement of

the parties.

c) If the parties are not successful in resolving the dispute through mediation, then the

parties agree that the dispute shall be settled by arbitration before a single arbitrator,

who shall not be any one of the mediators referred to above, in accordance with the

Province of Ontario legislation governing domestic arbitrations where the registered

office of the Corporation is situated or as otherwise agreed upon by the parties to the

dispute. The parties agree that all proceedings relating to arbitration shall be kept

confidential and there shall be no disclosure of any kind. The decision of the arbitrator

shall be final and binding and shall not be subject to appeal on a question of fact, law or

mixed fact and law.

d) All costs of the mediators appointed in accordance with this section shall be borne

equally by the parties to the dispute or the controversy. All costs of the arbitrators

appointed in accordance with this section shall be borne by such parties as may be

determined by the arbitrators.

Section 10 — Effective Date

10.01 Effective Date

Subject to matters requiring a special resolution of the members, this by-law shall be

effective when made by the board.

CERTIFIED to be By-Law No. 1 of the Corporation, as enacted by the directors of the

Corporation by resolution on the 6th day of February, 2013 and confirmed by the members

of the Corporation by special resolution on the 21st day of February, 2013.

Dated as of the 6th day of March, 2013.

Heidi Bernhardt, President, CADDAC