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By-Laws of Kinkora Activity Camp / Camp d’activités Kinkora, Inc.

By-laws adopted 7 February 2023 1

KINKORA ACTIVITY CAMP / CAMP D’ACTIVITÉS KINORA

BY-LAWS
BY-LAW NO. 1

A by-law relating generally to the transaction of the business and affairs of the Corporation.

ARTICLE I
INTERPRETATION

Definitions 1.01 Unless there exists an express provision to the contrary or unless the context

clearly indicates otherwise, in these by-laws:
“Act” shall mean the Companies Act, R.S.Q., c. C-38 and any amendment thereto,
either past or future, and shall include, in particular, any act or statute which
may replace it, in whole or in part; and shall also mean the regulations under
the Act, as amended from time to time;
“By-laws” shall mean the present by-laws as well as any other by-laws of the
Corporation which are in force;
“Corporation” shall mean Kinkora Activity Camp / Camp d’Activités Kinkora;
“Director” shall mean any person holding the office of director, whatever title
may be ascribed to such person and shall include, in particular, any de
facto director;
“Board of Directors” shall mean the body of the Corporation made up of all the
directors;
“Officer” shall include any director, officer, employee, mandatory or other
person appointed to any position created under Article 8.1 of these by-laws;
“Ineligible individual” has the meaning in section 149.1 of the Income Tax Act
(Canada), as amended from time to time;
“Member” shall mean the sole Member of the Corporation;
“Simple majority” shall mean the sole Member of the Corporation.
Precedence 1.02 In the event of a contradiction between the Act, the Letters Patent or the By-
laws, the Act shall prevail over the Letters Patent and over the By-laws, and the
Letters Patent shall prevail over the By-laws.

Headings 1.03 The headings used in these by-laws are for reference purposes only and they
shall not be considered in the interpretation of the terms or provisions in these
by-laws.

ARTICLE II
HEAD OFFICE

Head office 2.01 The head office of the Corporation shall be located in the City of Montreal, in the

Province of Quebec, Canada.

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ARTICLE III
SEAL OF THE CORPORATION

Form and
contents

3.01 Unless a different form or content are approved by the directors, the seal of
the Corporation shall consist of two (2) concentric circles between which
shall appear the corporate name of the Corporation.

Safekeeping
and use

3.02 The seal shall be kept at the head office of the Corporation or any other
place determined by the Board of Directors and only one (1) authorized
person may affix it to a document issued by the Corporation.

ARTICLE IV
BOOKS AND REGISTERS

Books and
registers of the
Corporation

4.01 The Corporation shall adopt one (1) or more books in which the following
documents are to be kept:
a) A copy of the Letter Patent of the Corporation;
b) The By-laws of the Corporation and any amendment thereto;
c) The minutes of all meetings of the Member, the directors, and of
other committees founded by the Board of Directors;
d) A register of the persons who are or have been directors of the
Corporation indicating the name, address, and the profession of each
one of them, as well as the date of commencement and, as the case
may be, the end of their term of office; and
e) A register of the Member indicating the name and address.

Safekeeping 4.02 The corporate record book(s) shall be kept at the head office of the
Corporation or at any other place determined by the Board of Directors.

ARTICLE V
DIRECTORS

Composition 5.01 The Corporation shall be managed by a Board of Directors comprised of
nine (9) directors. The Corporation shall make best efforts to achieve gender
parity and diversity of directors, and will at all times have at least one man
and one woman on the Board. The Past President shall not have an ex-
officio seat on the Board of Directors.

Eligibility 5.02 The directors may not be employees of the Corporation, nor of the
Member, and may not be owners or staff of private companies linked to the
Corporation by a material goods or services agreement.

Nomination 5.03 The Corporation shall solicit candidates and accept nominations for the
Board of Directors. Nominations must be received no later than 14 days
prior to the Annual General Meeting.

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5.04

Term of office 5.05 The term of office of each director is two (2) years commencing the date on
which they are appointed. A director shall hold office until the end of
their term or until their replacement shall have been appointed or elected.
Resignation 5.06 Any director may resign from office at any time by forwarding a letter of
resignation to the head office of the Corporation by courier, electronic mail
(e-mail) or by registered mail. The resignation shall become effective on the
date when the letter of resignation is sent to the Corporation or on the date
specified in the letter by the resigning director.

Removal from
office

5.07 Any director may be removed from office prematurely, with or without
reason, by way of a resolution passed, at a special general meeting called
for this purpose, by the Member. The director against whom a request for
removal from office is directed shall be notified of the place, the date, and
the time of the meeting called to remove them within the same time frame
as that provided by the Act for the calling of the meeting. They shall have
the right to attend and to address the meeting or, in a written statement
and read by the chairman of the meeting, to put forth the reasons why
they oppose the resolution proposing their removal from office.

End of term of
office

5.08 The term of office of a director shall end in the event of their death, their
resignation, their removal from office or ipso facto if they ceases to be
qualified to be a director, upon the expiry of their term of office, by the
institution of a regime of protective supervision in their respect, upon
becoming an ineligible individual or by one of the common causes of
extinction of obligations provided for by law, such as if they are
recognized by a court as having lost the ability to reason, if they become
bankrupt, suspend their payments, or if they make arrangements with
their creditors. Moreover, a director who is an Ineligible Individual, may
remain as a director if the person has made disclosure to the Board of
Directors as required by section 5.09 and has received approval by the
Board of Directors to remain a director within thirty (30) days after such
disclosure is made.

Duty to disclose 5.09 Every director or officer who is or becomes an Ineligible Individual shall
disclose such fact to the Board of Directors immediately upon learning that
he or she has become an Ineligible Individual. Upon such disclosure being
made, the Board of Directors may approve of the Ineligible Individual
remaining as a director or officer. If the director or officer is not approved,
the director or officer will be deemed to be no longer qualified and will
immediately cease to be a director or officer, as applicable.
Replacement 5.10 Any director whose term of office ends, creating a vacancy, may be

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replaced by a resolution of the Board of Directors. A director appointed to
fill a vacancy shall complete the unexpired portion of their predecessor’s
term.

Remuneration 5.11 The directors shall receive no remuneration with respect to their duties.
Moreover, the Board of Directors may adopt a resolution authorizing the
reimbursement of directors for expenses incurred in the exercise of their
duties.

Conflict of
interest and of
duties

5.12 Any director engaging in transactions with the Corporation as principals,
who contracts with the Corporation both in a personal capacity and also as
its representative or who has a direct or an indirect interest in a contract
with the Corporation must divulge their interest to the Board of Directors
and, if they are present when the Board is rendering a decision on the
contract in question they shall abstain from voting on, and from
participating in the deliberations on, the contract.

ARTICLE VI
POWERS OF THE DIRECTORS

General rule 6.01 The Board of Directors shall be responsible for the management and
administration of the affairs of the Corporation. All directors shall have the
same general rights, duties and responsibilities.

Expenses 6.02 The directors may authorize expenses to promote the objects of the
Corporation. They may also, by way of resolution, permit one (1) or more
Officers to hire employees and to remunerate them.

Donation 6.03 The directors may take all appropriate action in order to enable the
Corporation to solicit, to accept or to receive donations or legacies of any
kind in order to promote the objects of the Corporation.

ARTICLE VII

MEETINGS OF THE BOARD OF DIRECTORS

Calling of
meetings

7.01 The President, the Secretary or any two (2) directors may call a meeting of
the Board of Directors. Such meetings shall be called by means capable of
being read and printed, to the last known address of the directors. If the
address of a director does not appear in the Corporate Records Book, such
notice may be sent to the address where, in the judgement of the sender, it
is most likely to be received promptly by the director. The notice of the
meeting shall specify the place, the date and the time of such meeting. In
the event that the notice is called by means other than by regular mail, it
must be sent no less than forty-eight (48) hours prior to the date set for the
meeting. This term may be reduced to twenty-four (24) hours in instances
deemed urgent by the President. In the event that the notice of meeting is
sent by regular mail, it must be sent no less than fourteen (14) days prior to
the date set for the meeting.

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Annual meeting 7.02 Each year, immediately after the annual general meeting of the Member, a
meeting of the Board of Directors made up of the newly-elected directors
shall be held, provided that a quorum exists, without a notice of meeting
being required for the purposes of electing or appointing the Officers of the
Corporation, and to deal with any other matters which may properly be
raised thereat.

Emergency
meeting

7.03 A meeting of the Board of Directors may be called by any means, at least
twenty-four (24) hours before the meeting, by one (1) of the persons who
have the power to call a meeting of the Board of Directors, if, in the opinion
of such a person, it is urgent that a meeting be held. A meeting called as
provided shall be deemed to be validly called.

Place of
meetings

7.04 Meetings of the Board of Directors shall be held at the head office of the
Corporation or, provided all the directors consent, at any other place fixed
by the directors.

Quorum 7.05 The quorum of the Board of Directors meetings shall be the majority of
directors. The quorum shall be maintained for the duration of the
meeting.

Vote 7.06 Each director has the right to one (1) vote and all questions submitted to
the Board of Directors shall be decided by a simple majority vote of the
directors voting. Voting shall be by show of hands unless the chairman of
the meeting or a director in attendance requests a ballot. If a ballot is held,
the secretary of the meeting shall act as scrutineer and count the ballots.
Voting by proxy shall not be permitted at meetings of the Board of
Directors.

Participation by
way of
technical
means

7.07 A director may, with the consent of the majority of the directors of the
Corporation, which consent was given before, during or after the meeting,
participate in a meeting of the Board of Directors by way of technical
means, such as a telephone or teleconference, which enables them to
communicate well with the other directors. In such a case, the director shall
be deemed to have attended the meeting.

Waiver of
notice

7.08 Any director may, in writing, by facsimile or by any other electronic means
capable of being read and printed, and addressed to the head office of the
Corporation, waive his right to receive notice of a meeting of the Board of
Directors or of a change in the notice or even the holding of such meeting;
such waiver may be given validly before, during or after the meeting in
question. The attendance of a director at the meeting, in itself, shall
constitute a waiver, except where he indicates that he is attending the
meeting for the express purpose of objecting to the proceedings because,
among other reasons, the meeting was not validly called.

Adjournment 7.09 The chairman of a meeting may, with the consent of the directors in

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attendance at a meeting of the Board of Directors, adjourn any meeting of
the directors to another date and place that he chooses, without having to
give further notice to the directors. At the continuance of the meeting, the
directors may validly decide on any matter which was not settled at the
original meeting, provided a quorum is present. The directors who
constituted the quorum at the original meeting need not be those
constituting the quorum at the continuance of the meeting. If a quorum
does not exist at the continuance of the meeting, the meeting shall be
deemed to have ended with the previous meeting, or when the
adjournment was pronounced at the previous meeting.

ARTICLE VIII
OFFICERS

Appointment or
election

8.01 The directors shall elect from among them one (1) President, one (1) Vice-
President, one (1) Treasurer and one (1) Secretary. The directors may
create other positions and appoint Officers to them for the purpose of
representing the Corporation and carrying out the duties as it considers
necessary. Any two offices may be held by the same person. The additional
Officers need not be directors.

Term of office 8.02 The term of office of the Officers of the Corporation shall last until the
conclusion of the Annual General Meeting following their election or
appointment, subject to the right of the directors to remove them from
office prior to the end of their term.

Resignation and
removal from
office

8.03 Any Officer may resign from office at any time by forwarding a letter of
resignation to the head office of the Corporation by mail, by courier, by
facsimile or by any other electronic means capable of being read and
printed. The directors may remove from office any Officer of the
Corporation and appoint or elect his replacement. The removal from office
of an Officer is subject to any existing employment contract between him
and the Corporation.

Powers and
duties

8.04 Except as otherwise provided in the Letters Patent, the directors shall
determine the powers of the Officers of the Corporation. The directors may
delegate all of their powers to the Officers, except for the powers which the
directors are required to exercise themselves or those requiring the
approval of the Member of the Corporation. The Officers shall also have the
powers set out in the Act and those which are inherent in the nature of
their office. In case of absence, incapacity, a refusal or a failure to act or for
any others reasons the directors consider sufficient, the Board may
delegate, exceptionally and for a determinate time period, the powers of an
Officer to any other Officer.

President 8.05 It shall be the duty of the President to preside at all meetings of the Board
of Directors, to propose all committees of the board, subject to the
approval by the board as a whole, unless otherwise directed, and to call
special meetings. The President may not be an employee of the
Corporation, or anyone also serving as its Executive Director.

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Vice President 8.06 The Vice-President shall exercise the powers and perform the duties as may
from time to time be assigned by the directors or by the President. In the
case of absence, incapacity, refusal or failure to act on the part of the
President, the Vice-President may exercise the powers and perform the
duties of the President as set out by the directors.

Treasurer 8.07 The Treasurer shall generally manage the finances of the Corporation. They
shall deposit all funds and other valuable effects of the Corporation in the
name and to the credit of the Corporation in such banks or financial
institutions as designated by the directors, and, whenever it be required of
them, they shall present the President or the directors with an account of
the financial condition of the Corporation and of all their transactions as
Treasurer. They shall keep or see to the preparation, maintenance and
keeping of the adequate account books and accounting records. They shall
prepare, maintain and allow the books and accounts of the Corporation to
be examined by any persons authorized to do so. They shall sign any
contract, document or other instrument in writing requiring their signature.
The Treasurer shall carry out all the duties delegated to them by the
President or by the directors.

Secretary 8.08 The Secretary shall be responsible for the safekeeping of the documents
and records of the Corporation. They shall act as secretary at the meetings
of the Board of Directors and at the meetings of the Member. They shall
give, or see to the giving of, notice of meetings of the Board of Directors
and its committees, as the case may be, and of the meetings of the
Member.
They shall keep the minutes of all meetings of the Board of Directors and its
committees, as the case may be, and of the meetings of the Member in a
book for that purpose. They shall be responsible for the safekeeping of the
seal of the Corporation. They shall ensure the conservation of the records
of the Corporation, including books containing the names and addresses of
the directors and the Member of the Corporation, together with copies of
all reports made by the Corporation and of such other books and papers as
the Board of Directors may direct. They shall be responsible for keeping and
filing all books, reports, certificates and all other documents required by
law to be kept and filed by the Corporation.

Conflict of
interest

8.09 An Officer or representative shall avoid placing themself in a position of
conflict of interest between their personal interest and that of the
Corporation and they shall declare any conflict of interest to the directors.

ARTICLE IX

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COMMITTEES

Committees 9.01 The Board of Directors may create standing, statutory, and ad hoc
committees, as necessary, having the powers and responsibilities as
determined by the Board of Directors. Those persons appointed or elected
to these committees need not be directors of the Corporation however, any
person appointed to a committee who is not a director will serve ex officio
and will not have a vote.

ARTICLE X

PROTECTION OF DIRECTORS, OFFICERS AND REPRESENTATIVES

Exoneration of
liability

10.01 Except as otherwise provided in the Act or in the By-laws of the
Corporation, no director, Officer or representative of the Corporation, or
any of their heirs, executors or administrators, acting or having acted for or
in the name of the Corporation, or making or having made commitments in
the name of the Corporation, in this capacity or in their capacity as agent of
the Corporation, whether it be vis-à-vis the Corporation or third parties,
shall be held liable for the acts, conduct, things done or allowed to be done,
omissions, decisions and all other acts and things done in the scope of
their duties. None of the above shall be interpreted in such a way as to
relieve a director, Officer or representative of the Corporation of his duty to
act in accordance with the Act.

Right to
indemnification

10.02 The Corporation shall indemnify its directors, Officers or its representatives
out of the funds of the Corporation:
a) for all costs, charges and expenses which they sustain or incur
resulting from any action, suit or proceeding brought or prosecuted
against them for any act or thing done or permitted by them in the
exercise of or in the execution of their duties;
b) for all other costs, charges and expenses which they sustain or incur
resulting from or in relation to the affairs of the Corporation, except
those that are occasioned by their own neglect or willful default.

ARTICLE XI
MEMBER

Sole member 11.01 The sole Member of the Corporation shall be La Fondation des Services

Communautaires Catholiques.

Authorised
representative

11.02 The Member shall, from time to time, appoint a person who shall be its
Authorised Representative. The Member must provide the details and
contact information with regards to the Authorised Representative to the
Secretary, who shall immediately update the Corporation’s records for the

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purposes of providing notice of all meetings to which the Authorised
Representative is entitled to attend.
ARTICLE XII
MEETINGS OF THE MEMBER

Annual meeting 12.01 Annual meetings of the Member of the Corporation shall be held at the
head office of the Corporation or at any other location, within six (6)
months following the end of the financial year of the Corporation, on the
date and at the time determined by resolution of the directors. At such
meetings, the Member shall receive and take notice of the financial
statements of the Corporation and of the auditor’s report, elect directors,
as the case may be, and take notice of, and decide on, any other matter
which the annual meeting may legally consider. Furthermore, all annual
meetings may constitute a special meeting that may take notice of, and
decide on, any other matter that could be decided at a special meeting.
Special meeting 12.02 A special meeting of the Member may be called by the President or the
Board of Directors when it is considered convenient for the due
management of the affairs of the Corporation.

Calling by the
Member

12.03 A special meeting of the Member may be called by the Member. Such
request shall set out, in general terms, the purpose of the meeting so
requested, be signed by the Member and be filed at the head office of the
Corporation. Upon receipt of such a request, it shall be incumbent on the
President or the Secretary to call without delay the meeting in accordance
with the By-laws of the Corporation. If they fail to do so, any director, or the
Member, may call such a meeting in accordance with the Act.

Notice of
meeting

12.04 A notice of the calling of any meeting of the Member shall be sent to the
Member. This notice shall be sent by mail, by facsimile or by courier to their
last-known address, or by any other electronic means capable of being read
and printed, to the last known address of the directors. If the address of the
Member does not appear in the Corporate Record Book, such notice may
be sent to the address where, in the judgement of the sender, it is most
likely to be received promptly by the Member. The notice of the meeting
shall specify the place, the date and the time of such meeting. In the event
that the notice is called by means other than by regular mail, it must be
sent no less than fourteen (14) days prior to the date set for the meeting.
This term may be reduced to twenty-four (24) hours in instances deemed
urgent by the President of the Corporation. In the event that the notice is
sent by regular mail, it must be sent no less that fourteen (14) days prior to
the date set for the meeting.

Contents of
notice

12.05 Any notice of the calling of a meeting of the Member shall indicate the
place, the date and the time of the meeting. A notice of the calling of an
annual meeting need not necessarily specify the purposes of the meeting,
unless the meeting is called to pass a By-law or to decide on any other

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matter which ordinarily would be submitted to a special meeting. A notice
of the calling of a special meeting shall provide sufficient details so as to
permit the Member to deliberate on, and to make an informed judgement
on, any matter on the agenda.

Waiver of
notice

12.06 An annual or special meeting of the Member may be validly held at any
time and for any purpose without the notice required by the Act or the By-
laws, if the Member waives notice of the meeting in writing. For the
purposes of waiving notice of a meeting, the term “in writing” shall have a
broad interpretation and the waiver may be carried out by facsimile or by
any other electronic means capable of being read and printed or by any
other written means. Such waiver of notice of a meeting may take place
before, during or after the holding of the meeting. Moreover, the
attendance of the Member at a meeting shall constitute a waiver of notice,
unless they are attending for the express purpose of objecting to the
proceedings because the meeting was not validly called.

Irregularities 12.07 Irregularities affecting the notice of a meeting or the sending thereof, the
accidental omission to give such notice or the non-receipt of the notice by
the Member shall in no way affect the validity of a meeting of the Member.
Chairman 12.08 The Member shall choose a chairman of the meeting as it may so decide.
Quorum 12.09 The attendance of the Member shall constitute a quorum for that meeting.

ARTICLE XIII
FISCAL YEAR AND AUDITOR

Fiscal year 13.01 The fiscal year of the Corporation shall be determined by the directors.
Auditor 13.02 The auditor shall be appointed by the Member each year at their annual
meeting. The remuneration of the auditor shall be fixed by the Member or
by the directors if they are authorised to do so by the Member. No director,
Officer or employee of the Corporation, or associate of a director, Office or
employee may be appointed auditor. If the auditor ceases for any reason
whatsoever to hold office before the end of their term, the directors may
propose a replacement auditor, subject to the approval of the Member at a
Special meeting of the member called for this purpose, to serve the
unexpired term.

Mandate of the
auditor

13.03 The auditor shall complete the audit of the accounts and financial condition
of the Corporation. They shall submit a report to the member at each
annual meeting and confirm that the financial condition is presented in
accordance with generally accepted accounting principles.

ARTICLE XIV

CONTRACTS, BILLS OF EXCHANGE AND BANKING

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Contracts 14.01 In the absence of a decision to the contrary by the Board of Directors, the
deeds, securities, bonds and other documents requiring the signature of
the Corporation may be signed by any two (2) Officers. The Board may also
authorise, in general or specific terms, any two (2) signatories to sign any
document in the name of the Corporation.

Bills of
exchange

14.02 In the absence of a decision to the contrary by the Board of Directors,
cheques or other bills of exchange drawn, accepted or endorsed in the
name of the Corporation shall be signed by any two (2) Officers. Any one of
such Officers may alone endorse the bills of exchange in the name of the
Corporation, for depositing into the account of the Corporation or for
collection on account of the Corporation through its bankers. Any one of
such authorised Officers may discuss, settle, balance and certify all account
books with the Corporation’s bank and in its name; such Officers may also
receive all paid cheques and vouchers and sign all of the bank’s forms of
settlement of balances and release or verification slips.

Deposits 14.03 The funds of the Corporation may be deposited to the credit of the
Corporation with one or more banks or financial institutions situated either
within or outside of Canada, as may be determined by the directors.

Deposits in
surety

14.04 The securities of the Corporation may be deposited in surety with one or
more banks or financial institutions situated either within or outside of
Canada, as selected by the directors. No securities so deposited may be
withdrawn without the written authorisation of the Corporation signed by a
representative duly authorised by the directors. Such authorisations may be
in general or specific terms.
ARTICLE XV
EXECUTIVE DIRECTOR

Executive
Director

15.01 The Board of Directors may appoint an Executive Director, who will not be a
member of the Board of Directors, to manage the affairs of the
Corporation. With the approval of the Board of Directors, the Executive
Director may hire staff and do all things necessary for the good
management of the affairs of the Corporation. The Executive Director
reports to the Board of Directors.
ARTICLE XVI
DECLARATIONS

Declarations 16.01 The President, all Officers and other person authorised by the President are
authorised to appear for and to answer for the Corporation for any brief,
ordinance or discovery issued out of any court, to answer in the name of
the Corporation on any attachment in which the Corporation is garnishee
and to make any affidavit and sworn declaration in connection therewith or
in connection with all other proceedings to which the Corporation is a
party, to make demands of abandonment or petitions for winding-up or

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bankruptcy orders upon any debtor of the Corporation, to grant proxies and
to undertake any act or gesture that may be in the best interest of the
Corporation.

ARTICLE XVII
AMENDMENT OF THE BY-LAWS

Amendments 17.01 These By-laws may be amended or repealed by By-laws enacted by the
majority of the directors present at a meeting of the Board of Directors and
sanctioned by the Member present at a meeting duly called for the purpose
of considering the said By-law, provided that the amendment or repeal
shall not come into effect until it has been approved by the Minister of
Industry where such approval is otherwise required under the Act.
Number 7.10 The Board of Directors shall hold a minimum of four (4) meetings in a year.
Purpose 9.02 The purpose of any committee is to advise and make recommendations to the
Board of Directors. No committee shall have the power or authority to make
binding decisions on behalf of, or instead of the Board.