Q?s. Delta Hospice Society (?on (4 I I [can (1244 :1ny (2: 166 infe- ., ?v May 22, 2020 Dear Members of the Delta Hospice Society, Over the last several months, the Board of Directors of the Delta Hospice Society have heard from a number of our members concerned about the future of the Society. It has become apparent that many af?rm the position that we, as a hospice and palliative care organization, should stay true to our founding principles which protects the most vulnerable from euthanasia. We will continue to offer sanctuary to the dying in order that they may live out their final days with comfort, meaning, dignity and hope. To that end, it has also become obvious that we must return to our roots and fully af?rm our Christian identity. Christianity birthed the roots of hospice care. The founders of the modern Hospice Movement, Dame Cicely Saunders and Dr. Balfour Mount, were both motivated to care for the dying from a place of Christian principles. The founder of our own Hospice Society was also inspired out of Christian love and hospitality. Today we find ourselves prepared to continue with those roots as our Society looks to the future. Therefore, we ask the membership to vote ?Yes" to accept the revised Constitution (Schedule A) that will formally af?rm our heritage and identity. Further, the Society must adopt a new set of Bylaws that are in accordance with the new BC Societies Act. Thus, we ask our membership to vote ?Yes" to accept the new set of Bylaws (Schedule B) prepared in line with the Act that will further strengthen our organization for our future endeavors. These changes must be voted on by the membership through the process of a Extraordinary General Meeting and a Mail -in Ballot. Please see enclosed package which contains: 0 Notice of Extraordinary General Meeting . Agenda . Amended Constitution 0 Replacement Bylaws . Mail-in Ballot and Addressed/Stamped Envelope Thank you in advance for the time and attention that you devote to this process. The final results will be posted on our website after the close of voting and once all Mail-in Ballots are counted by an independent third party. Warm Regards, Angelina Ireland President, Delta Hospice Society 4631 Clarence Taylor Crescent, Delta, BC V4K 4L8 604.948.0660 Charitable Registration No. 13272 8536 .- . Schedule A Delta Hospice Society cc? rife-2L. nu?c'cuu'i?. c?d?uild u?ncif fie/ct: DELTA HOSPICE SOCIETY Province of British Columbia Societies Act CONSTITUTION 1. 2. 2a 2b 2.1 2.1a 2.2 2.3 2.3a 2.4 2.5 2.6 2.7 Name - The name of the Society is 2.3 Purposes - The purposes of the Society are: To function as a Christian community that furthers biblical principles governed by the Triune God. To continue the healing ministry of Jesus Christ. To provide compassionate care and support for persons in the last stages of living, so that they may live as fully and comfortably as possible, until their natural death. To uphold and defend that all people are created equally in the image of God and God alone is to be the giver and taker of life. To utilize and co-ordinate community services, professionals, volunteers and family to care for the needs of the patient. To support and counsel family members in their bereavement. To provide and facilitate pastoral care to patients and their families. To recruit volunteers and provide training in palliative care. In addition, screen, supervise and support volunteers as well as co-ordinate volunteer/patient interaction. To educate the community and provide resource material about hospice/palliative care and the aims of the society. To promote public awareness about the society for the purpose of acquiring financial support. To fulfill God?s calling to serve the sick and dying, and to follow Christ?s teachings and example in all we do. SCHEDULE Delta Hospice Society BYLAWS Societies Act Schedule 1* ission Statement Our mission is to be a Christian Society committed to providing leadership, advocacy, education and participation in the development and delivery of quality palliative care and grief support. We value the dignity and sanctity ofall human life in all its stages until its natural end. Wefollow Jesus Christ as our inspiration in healing and compassionate treatment toward others. To this end, we provide an environment of Christian hospitality through quality care, teaching and health services to meet the physical, social, emotional and spiritual well-being of those we reach. ?Adapted Model Bylaws (Societies Act 2015 Schedule 1 for DHS) Delta Holspice Society awfow, W?ou'oy'. ??yutywud TABLE OF CONTENTS Mission Values 2 Part 1 Definitions and Interpretation 4 Part 2 Members 6 Part 3 General Meetings of Members 10 Part 4 Nomination and Election of Directors 15 Part 5 Directors' Meetings . 19 Part 6 Board Positions 21 Part 7 Remuneration of Directors 22 Part 8 Powers Responsibilities of the Board 22 Part 9 Society?s Value Statements 24 Part 10 - Dissolution of the Society - 25 Part 11 Bylaws 26 Part 12 Indemnification and Insurance 26 Part 13 Faith Commitment 27 . Delta Hospice Society Wt], meaning. ??tu'gr (01$ fupc MISSION VALUES A. Purpose of the Society with Alignment to Christianity The purposes of the Society are to be carried out in alignment with the beliefs, principles and ethics of the Christian faith. B. Mission Statement Our mission is to be a Christian Society committed to providing leadership, advocacy, education and participation in the development and delivery of quality palliative care and grief support. We value the dignity and sanctity of all human life in all its stages until its natural end. We follow Jesus Christ as our inspiration in healing and compassionate treatment toward others. To this end, we provide an environment of Christian hospitality through quality care, teaching and health services to meet the physical, social, emotional and spiritual well- being of those we reach. C. Values of the Society Spirituality We encourage God?s love, care and compassion to be nurtured in our community forthe good of all. Sanctity of Life We believe in the sanctity of all human life and therefore provide support services for those we serve until life?s natural end. Our deep respect for human life is guided by our Christian faith. We reject euthanasia as fundamentally contrary to this belief. (Gen. 1:26-27; 2:7; 9:6; Deut. 32:39; 2 Sam. 1:1-16; Job 33:4; Ps. 23; 36:9; 139; Acts 17:25; 1 Cor 3:16-17; 6:19-20; Job 1:20-22; Phil 3:10; 2 Cor Commitment We value commitment and contribution to our community and to hospice palliative care. Integrity We are committed to protecting personal information, respecting con?dentiality, and to honesty and transparency. Delta Hospice Society (kw?c'w. Nudity; 06,1413)? {arc Res pect We believe dignity, respect and fair treatment are fundamental to the provision of care and decision-making. Collaboration We work together as a team for the good of patients, families and the organization. Life-Long Learning We believe in life-long learning and continuous advancement of skills and knowledge. Exce?ence We are dedicated to the pursuit of excellence in our service delivery, innovation and creativity. D. Statement of the Christian Faith of the Society We confess the Apostles Creed: I believe in God, the Father almighty, creator of heaven and earth. I believe in Jesus Christ, his only Son, our Lord, who was conceived by the Holy Spirit and born of the virgin Mary. He suffered under Pontius Pilate, was crucified, died, and was buried; he descended to hell. The third day he rose again from the dead. He ascended to heaven and is seated at the right hand of God the Father almighty. From there he will come to judge the living and the dead. I believe in the Holy Spirit, the holy catholic* church, the communion of saints, the forgiveness of sins, the resurrection of the body and the life everlasting. Amen. *The holy catholic church means the true church in all places in all times. Delta Hospice Society ?magma "wank?; [1.900 PART 1 DEFINITIONS AND INTERPRETATION De?nitions 1.1 In these bylaws: Act means the Societies Act of British Columbia as amended from time to time. Address of the Society means the address of the Society .as filed from time to time with the Registrar. Board means the directors of the Society. Bylaws means these bylaws of the Society as altered from time to time. Constitution means the constitution of the Society as ?led in the Office of the Registrar. Directors means those persons acting as authorized by these bylaws in managing or supervising the management of the affairs of the Society and exercising the powers of the Society, and who have become either appointed or elected directors in accordance with these bylaws and have not ceased to be directors. A "director" means any one of them, including the President, Vice President, Treasurer, Secretary, or a Director at Large. Euthanasia is the practice of intentionally ending a life, including when requested by the patient. Income Tax Act means the Income Tax Act 1985 (5 supp) 0.1 as amended from time to time. In Writing includes, but is not limited to, a written or typed consent, communication, notice or other document given by electronic mail, facsimile transmission or other electronically produced means (including photo scanned copy of an original document); and a consent, communication, notice or other document as executed, given and/or received by the requisite person(s) in such manner shall be legally binding and effective as if an original, manually executed consent, communication, notice or other document in writing was presented in lieu of such written or typed consent, communication, notice or other document executed, given, and/or received by electronic mail, facsimile transmission or other electronically produced means (including a photo scanned copy). Delta Hospice Society Wm, may. adymc?gmdi Aqua Meetings of the Society includes meetings of members, meetings of the Board of Directors, Committee meetings, or other ad hoc Society meetings. Members means those persons who have become members of the Society in accordance with these bylaws and who remain a member in good standing. Ordinary Resolution means any of the following: a resolution passed at a general meeting of the Society by a simple majority of the votes cast by those members entitled to vote at such meeting; a resolution consented to in writing, after being sent to all of the voting members, by at least 2/3 of the voting members; when bylaws authorize voting by mail or another means of communication, including by fax, email or other electronic means, a resolution passed by a simple majority of the votes cast, in accordance with these bylaws on the resolution. Palliative Care, as defined by the World Health Organization and stated as follows: improves the quality of life of patients and their families facing the problem associated with life-threatening illness, through the prevention and relief of suffering by means of early identi?cation and impeccable assessment and treatment of pain and other physical, and spiritual problems. Palliative care af?rms life and regards dying as a normal process and intends neither to hasten or postpone death. Participation in Meetings means participation may be held by conference call or similar communication equipment or device so long as all the persons participating in the meeting can hear and respond to one another. Persons participating in any such meeting shall be deemed to be present in person at the stated location of such meeting and, notwithstanding the foregoing bylaws, shall be entitled to vote by a voice vote, electronic means, mail vote, or other means, recorded by the secretary of such meeting. Registered Address of a member means the physical home address and/or email address of that person as recorded in the register of members of the Society. Senior Manager means the person appointed pursuant to 4.5 as chief of staff of the Society from time to time. Society means the Delta Hospice Society. Special Resolution means: a resolution passed at a general meeting of the Society by at least two- thirds of the votes cast by those members entitled to vote at such a meeting, except in the case of an amendment, repeal or replacement of Article 9.3 herein, in which case it shall be not less than 100% of the votes cast; or Delta Hospice Society Wi??l?r, "af?nity; lure a resolution consented to in writing by every member who would have been entitled to vote at a general meeting of the Society; or a vote by mail or other means of communication, including by fax, email or other electronic means, a resolution passed by at least 2/3 of the votes cast, in accordance with the bylaws, on the resolution. De?nitions in Act Apply 1.2 The de?nitions in the Act apply to these bylaws. Con?ict with Act or Regulations 1.3 If there is a con?ict between these bylaws and the Act or the regulations under the Act, the Act or the regulations, as the case may be, prevail. PART 2 MEMBERS Admission to Membership 2.1 Membership in the Society will be restricted to those persons that subsequently become members in accordance with these bylaws. Classes of Membership 2.2 There shall be one (1) class of voting membership. Eligibility for Membership 2.3 A person may be eligible to be accepted as a member if he or she: is nineteen (19) years of age or older; is committed to advancing the purposes as de?ned in the Constitution and supporting the activities of the Society; Notwithstanding the foregoing, a person is not eligible to be a member if he or she is: an employee of the Society; a contractor for services in the Society where the contract has an annual aggregate value of ten thousand dollars ($10,000) or more; or a spouse or partner of a person under or above; Delta Hospice Society W2. admand: [14,05 an organization is not eligible for membership. Term of Membership 2.4 The term of membership shall be twelve (12) consecutive months starting from the day of the member?s acceptance by the Board. It shall thereafter expire. Membership Renewal 2.5 Membership does not automatically renew. All members must reapply for membership before the expiry date of their term. Any person with an expired membership must also reapply. Transition of Membership 2.6 On the date these bylaws come into force: each person who is a member of the Society in good standing and who is eligible for membership under these bylaws will continue as a member until the conclusion of the current term of membership (1 year), unless sooner ceasing; and each person who is a member of the Society not in good standing will be deemed to have resigned from membership effective the date these bylaws are approved. Application for Membership 2.7 A person may apply to the Society to become a member as follows: by submitting a completed application, in such form and manner as may be established by the Board, to the Address of the Society; by submitting payment for applicable membership dues and fees; and by submitting such information or documentation as may be required to con?rm eligibility for membership. Acceptance of Membership Application 2.8 Acceptance of new members, the renewal of existing members, or the reinstatement of lapsed members is at the sole discretion of the Board of Directors. Delta Hospice Society (Xv-spilt. "stinky: ?rufganu? 12?: Membership Refusal 2.9 The Board may refuse or postpone an application for membership for any reason, which, in the Board?s view, is necessary or prudent to protect the reputation and integrity of the Society. An applicant whose application for membership is refused is entitled to a refund of dues or fees paid on application. Membership is notTransferable 2.10 Membership is not transferable by a member. Cessation of Membership 2.11 A person will immediately cease to be a member upon: the date delivering his or her resignation in writing to the address of the Society or the effective date of the resignation stated thereon; - upon the expiration of membership; upon his or her expulsion; upon his or her death. Privileges of Members 2.12 In addition to rights conferred by the Act, a member in good standing has the following privileges of membership: to receive notice of, and to attend all general meetings; to make or second motions at a general meeting and to speak in debate on motions under consideration in accordance with such rules of order as may be adopted; (0) to exercise a vote on matters for determination at general meetings; to nominate eligible people for election as a director, in accordance with these bylaws and the policies established by the Board; to be nominated, if eligible, to stand for election as a director; and to serve on committees of the Society, as invited. Delta Hospice Society Wm, "waning; 0&5??in Impa? Access to Records and Protection of Privacy 2.13 A member shall be provided access to the records of the Society in accordance with the Societies Act, subject to the following restrictions: Directors may restrict members? access to the register of members if, in the opinion of the directors, such access would be harmful to the Society or a member; The personal contact information of a member must be kept private and used only for the purposes of communicating with the member pursuant to the provisions of the Act; and Minutes of meetings of the directors shall only be available for viewing when such minutes have been approved by the directors and documented in the Society?s records. Compliance with Constitution, Bylaws and Policies 2.14 Every member must: uphold the constitution of the Society and must comply with these bylaws; and not hinder the purposes, aims and objects of the Society. Membership Dues 2.15 The amount of the annual membership dues is ten dollars Any change in membership dues must be determined by the Board. Expulsion of a Member 2.16 Following an appropriate investigation or review of a member?s conduct or actions, the Board may, in accordance with the Regulations and Policies established by the Board, expel a member for conduct which, in the reasonable opinion of the Board: is improper or unbecoming for a member; is likely to endanger the reputation or hinder the interests of the Society; or shows lack of compliance with the constitution, bylaws or policies of the Society. 2.17 'The Board must provide notice of a proposed expulsion to the member in question, accompanied by a brief statement of the reasons. A member who is the subject of the Delta Hospice Society cor-14mm, (?ylu't?j?tand: [urc- proposed expulsion will be provided a reasonable opportunity of seven (7) days to respond or appeal to the Board. No Distribution of Income to Members 2.18 The purposes of the Society shall be carried out without purpose of gain for its members, and any pro?ts or other accretions to the Society shall be used for promoting its purposes, and all of the above purposes shall be carried out on an exclusively charitable basis. PART 3 GENERAL MEETINGS OF MEMBERS Calling a General Meeting 3.1 The Society will convene a general meeting by providing notice in any of the following circumstances: at the call of the president; when resolved by a Board resolution; when such a meeting is requisitioned by the members in accordance with the Act. Notice of General Meetings 3.2 Written notice of the date, time and location of a general meeting must be sent to every member in good standing of the Society: at least-seven (7) days before the meeting; and not more than sixty (60) days before the meeting. 3.3 In the event the Society has more than 250 members, notice of a general meeting of the Society is deemed to have been sent under subsection (3.2) if: notice of date, time and location of the meeting has been sent to every member of the Society to the registered address by mail or email; and notice of the date, time and location of the meeting is published, at least once in each of the 3 weeks immediately before the meeting in a North Delta and the South Delta Community newspaper; or Delta Hospice Society WM. Maury: (?intt?ymu? [1.90: (ii) notice of the date, time and location of the meeting is posted, through the period commencing at least twenty-one (21) days before the meeting and ending when the meeting is held, on the Society website that is accessible to all members of the Society. 3.4 The accidental omission to give notice of a general meeting to a member, or the non-receipt of notice by a member, does not invalidate proceedings at that meeting. Time and Place of General Meetings 3.5 General meetings must be held at the time and place, in accordance with the Act, as the Board determines. Annual General Meetings 3.6 An annual general meeting must be held at least once in every calendar year. Notice of Special Business 3.7 A notice of a general meeting must state the nature of any business, other than ordinary business, to be transacted at the meeting in sufficient detail to permit a member receiving the notice to form a reasoned judgment concerning that business. Ordinary Business at General Meetings 3.8 At a general meeting, the following business is considered ordinary business: election of an individual to chair the meeting, if necessary; determination that there is a quorum; adoption the agenda; adoption of rules of order; approval of the minutes of the previous general meeting; complete any un?nished business from the last general meeting; (9) complete new business, including any matters about which notice has been given to the members in the notice of meeting. Delta Hospice Society Mitt, (layou'eg'and: [1906 If the meeting is an annual general meeting: consideration of the reports, if any, of the directors or auditor; (ii) receipt of any other reports of directors' activities and decisions since the previous annual general meeting; consideration of the ?nancial statements of the Society presented to the meeting; (iv) appointment of an auditor, if any; business arising out of a report of the directors not requiring the passing of a special resolution; (vi) election or appointment of directors; (vii) consideration of appointment by the Board of the Senior Manager to the Board as a non-voting member; and . adjournment of the meeting. Attendance at General Meetings 3.9 In addition to members, directors and the society auditor, if any, the Board may also invite any other person or persons to attend the general meeting as observers and guests.)Al observers and guests may only address the assembly at the invitation of the person presiding as chair, or by ordinary resolution. Chair of General Meetings 3.10 The following individual is entitled to preside as the chair of a general meeting: the individual, ifany, appointed by the Board to preside as the chair; if the Board has not appointed an individual to preside as the chair or the individual appointed by the Board is unable to preside as the chair, the president, (ii) the vice-president, if the president is unable to preside as the chair, or one of the other directors present at the meeting if both the president and vice- president are unable to preside as the chair. Delta Hospice Society unw?ma Wacky; (49!?ng Alternate Chair of General Meetings 3.11 If there is no individual entitled under these bylaws who is able to preside as the chair of a general meeting within twenty (20) minutes from the time set for holding the meeting, the voting members who are present must elect an individual present at the meeting to preside as the chair. Chair to Determine Procedure 3.12 In the event of any doubt, dispute or ambiguity in relation to procedural matters or parliamentary process at a general meeting, the person presiding as chair will have the authority to interpret and apply such rules of order as the meeting has adopted and determine matters in accordance with those rules, as well as the Act and these bylaws. Notice of Adjournment 3.13 It is not necessary to give notice of an adjourned meeting or of the business to be transacted at an adjourned meeting except where a meeting is adjourned for more than thirty (30) days, in which case notice of the adjourned meeting must still be given as in the case of the original meeting. Quorum Required 3.14 Business, other than the election of the chair of the meeting and the adjournment or termination of the meeting, must not be transacted at a general meeting unless a quorum of voting members is present. Quorum for General Meetings 3.15 The quorum for the transaction of business at a general meeting is three (3) voting members in good standing or 10% of the voting members, whichever is greater. Lack of Quorum at Commencement of Meeting 3.16 If, within 30 minutes from the time set for holding a general meeting, a quorum of voting members is not present, in the case of a meeting convened on the requisition of members, the meeting is terminated, and in any other case, the meeting stands adjourned to the same day in the next week, at the same time and place, and if, at the continuation of the adjourned meeting, a quorum is not present within 30 minutes from the time set for holding the continuation of the adjourned meeting, the voting members who are present constitute a quorum for that meeting. Delta Hospice Society hatdlunfqa nerdy-mu; 1199.: If Quorum Ceases to be Present 3.17 If, at any time during a general meeting, there ceases to be a quorum of voting members present, business then in progress must be suspended until there is a quorum present or until the meeting is adjourned or terminated. Adjournments by Chair 3.18 The chair of a general meeting may, or, if so directed by the voting members at the meeting, must, adjourn the meeting from time to time and from place to place, but no business may be transacted at the continuation of the adjourned meeting other than business left un?nished at the adjourned meeting. Notice of Continuation of Adjourned General Meeting 3.19 It is not necessary to give notice of a continuation of an adjourned general meeting or of the business to be transacted at a continuation of an adjourned general meeting except that, when a general meeting is adjourned for 30 days or more, notice of the continuation of the adjourned meeting must be given. Methods of Voting 3.20 At a general meeting, voting members may vote by the following methods at the discretion of the Board: show of hands or voting cards, oral vote, written ballot, telephone, other electronic means, or mail-in ballot. If a general meeting is held online, via telephone or other virtual means, and is then followed by a mail-in ballot or electronic ballot, all members in good standing are eligible to vote. If a ?meeting is held in person, all members must be present in person to be eligible to vote. Proxy Voting 3.21 Voting by proxy is not permitted. Announcement of Result 3.22 The chair of a general meeting must announce the outcome of each vote and that outcome must be recorded in the minutes of the meeting. Matters Decided at General Meeting by Ordinary Resolution 3.23 All matters to be decided at a general meeting must be decided by ordinary resolution unless the matter is required by the Act or these bylaws to be decided by special resolution or by another resolution having a higher voting threshold. Delta Hospice Society vmnin?q; (?31m? Aqua? PART 4 NOMINATION AND ELECTION OF DIRECTORS Number of Directors on the Board 4.1 The Society must have no fewer than ?ve (5) and no more than seven (7) directors, not including the non-voting Senior Manager. Nomination of a Member for Election 4.2 Nominations for election as a director must be made in accordance with the applicable provisions of the bylaws, including this section, and such policies and procedures as are established by the Board from time to time, provided that such policies or procedures do not con?ict with these bylaws. All nominations are subject to the following rules: a nomination must be made in writing, in a form established by the Board; a nominee must be a member in good standing to be nominated and must remain in good standing in order to stand for election; all nominations must be signed by the member that has been nominated and one (1) other voting member in good standing; only members may nominate other members for elections and a member may not nominate him or herself; a member may not nominate more nominees than the number of director positions available for election; nominations must be submitted in advance of an election. Nominations will not be permitted from the ?oor at a general meeting; (9) the nomination by a member for election as a director of the Society at an annual general meeting must be submitted in writing to the Secretary of the Board by April 30 of that year. All nominees must adhere to, believe in and follow the practices of the Constitution and bylaws of the Society and the Code of Conduct of the Board. Delta Hospice Society Con?ict omd?au'n?q'. ?fty-mi: Aqbc Eligible Members to Stand for Election to the Board 4.3 A person is not quali?ed to be a director of the Society if the individual is: an employee; the spouse of an employee; (0) a volunteer other than as a volunteer board member; is less than 19 years of age; has been found by any court, in Canada or elsewhere, to be incapable of managing his or her own affairs; has been convicted of a prescribed offence within the prescribed period, for which no pardon has been granted, all in accordance with the provisions of the Act; A person who has served a maximum eight (8) consecutive years as .a director is not eligible to stand for election as a director. Notice of Applicants Standing for Election to the Board 4.4 Names circulated to the membership for election: shall include all members nominated to stand for election and who have met the criteria of a board member; and shall include the slate of names of members applying to stand for election that are recommended by the Board. Election or Appointment of Directors 4.5 At each annual general meeting: the members must elect directors to ?ll Board vacancies; the directors may appoint the Senior Manager as a non-voting member of the Board; and the directors shall appoint a Christian Pastor as a director pursuant to Section 13 of these bylaws. Delta Ho?spice Society om nwdm' if (21106; Election by Acclamation 4.6 If the number of eligible nominees is equal to or less than the number of vacant positions to be ?lled, the eligible nominees are deemed to be elected by acclamation and no vote will be required. Election of Directors by Secret Ballot 4.7 If there are more candidates than positions to be ?lled, then the election shall be by secret ballot and the following rules will apply: (C) The secret ballot may be conducted by written ballot, electronic means, or mail~in ballot, prior to or after the annual general meeting, all at the discretion of the Board. Ballots will be sent or othenivise made accessible to all members who are present at the meeting if the election is conducted in person, or in the case of a mail-in ballot or electronic ballot, sent to all eligible members. Each ballot will include the name of each eligible nominee and the number of vacancies to be ?lled. No member shall vote for more directorsthan the number of vacant positions. Any ballot will be deemed to be void if it records votes for more nominees than there are vacant positions. . Ballots will be counted following the close of the election period by scrutineers appointed by the Board. Nominees will be deemed to be elected in order of those nominees receiving the most votes. The President will abstain from voting during the election of directors. However, in the event of a tie, the President may cast the deciding vote; and the results of an election by secret ballot will be announced to all members following the counting of ballots. Delta Hospice Society (Lingo-ll" bumby; anal: few Nomination and Election Policies 4.8 The Board may establish, by Board resolution from time to time, such additional policies and procedures related to the nomination and election of directors as it determines are necessary or prudent for the Society, provided that no such policy and procedure is contrary to the Act or these bylaws. Term of a Director 4.9 Each director shall normally hold of?ce for a term of two (2) years. However, the Board may, by Board resolution, determine that some or all vacant director's position will have a term of less than (2) two years, the length of such term to be determined by the directors. Directors elected by the members at an annual general meeting shall take of?ce . commencing at the close of such meeting. The persons whose names are listed in the Register of Directors at the time these bylaws take effect shall each continue as directors for the remainder of his or her term. Directors May Fill Casual Vacancy on Board 4.10 The Board may, at any time, appoint a member as a director to ?ll a vacancy that arises on the Board as a result of the resignation, death or incapacity of a director during a director's term of of?ce. Term of Appointment of Director Filling Casual Vacancy 4.11 A director appointed by the Board to ?ll a vacancy ceases to be a director at the end of the unexpired portion of the term of office of the individual whose departure from of?ce created the vacancy. 4.12 Notwithstanding the foregoing, if no successor is elected or appointed to replace the person who othenrvise would cease to be a director and the result is that the number of directors would fall below ?ve (5), the person previously elected or appointed as director continues to hold of?ce until such time as a successor director is elected or appointed. Delta Hospice Society ocmtlow; ?weary. 49m PART 5 -- MEETINGS Calling Directors? Meeting 5.1 Arydirectors? meeting may be called by the president or by any 2 other directors. Proceedings Valid Despite Omission to Give Notice 5.2 The accidental omission to give notice of a directors? meeting to a director, or the non-receipt of a notice by a director, does not invalidate proceedings at the meeting. Attendance at Board Meetings 5.3 Only directors are entitled to attend meetings of the Board, but the Board may invite any person(s) to attend a meeting of the Board as an advisor, observer or guest. Participation by Electronic Means 5.4 The Board may determine, in its discretion, to hold any meeting or meetings of the Board in whole or in part by electronic means to allow some or all parties to participate in the meeting remotely. Where a meeting of the Board is conducted by electronic means, the Society must take reasonable steps to ensure that all participants are able to communicate and participate in the meeting. Quorum of Directors 5.5 The quorum for the transaction of business at a directors' meeting is a majority of the directors. Any meeting of the directors where a quorum is present shall be legitimate to exercise all or any of the authorities, powers and discretions by or under the bylaws of the Society and the Societies Act. Minutes of Board Meetings 5.6 The secretary or other such person designated by the Board will ensure that minutes are taken for all meetings of the Board. Delta Hospice Society Magma, omnr'wy; nay-(cyand: {teary Director?s Resolution 5.7 A director?s resolution: does not need to be seconded. The person chairing the meeting may move or propose a resolution; is passed at a director?s meeting by a simple majority of the votes cast by those directors entitled to vote on the resolution. Procedure on Voting 5.8 Except where expressly provided for In these bylaws, voting on matters at a meeting of the Board may occur by one or more of the following mechanisms: show of hands, written ballot, voice vote or electronic means. At the request of one (1) or more directors, a vote will be conducted by written ballot. 5.9 The director chairing a meeting may vote, but if' he or she does so and the result Is a tie he or she shall not be permitted to vote again to break the tie and the resolution being voted on shall be deemed to have failed. Recording a Vote 5.10 If a vote is conducted by electronic means, the results must be recorded in the minutes of the next meeting of directors so that the resolution(s) becomes part of the Society?s record. Conduct of Directors' Meetings 5.11 The directors: (C) may regulate their meetings and proceedings as they think must act with a view to the purposes of the Society; must, when exercising the powers and performing the functions of a director of the Society, act honestly and in good faith with a view to the best interests of the Society; and (ii) act in accordance with the Societies Act and these bylaws. Delta Hospice Society Wow. 0mm)?; $.90?ng 44ft, PART 6 BOARD POSITIONS Election or Appointment to Board Positions 6.1 At the ?rst meeting of directors following the annual general meeting electing directors, directors must be elected to the following Board positions for a term of one year, and a director, other than the president, may hold more than one position: president; vice-president; secretary; treasurer. Directors at Large 6.2 Directors who are elected or appointed to positions on theBoard in addition to the positions described in these bylaws, are elected or appointed as directors at large. Role of President 6.3 The presidentis the chair of the Board and is responsible for supervising the other directors in the execution of their duties. Role of Vice-President 6.4 The vice-president is the vice-chair of the Board and is responsible for carrying out the duties of the president if the president is unable to act. Role of Secretary 6.5 The secretary is responsible for doing or making the necessary arrangements for the following: issuing notices of general meetings and directors' meetings; taking minutes of general meetings and directors' meetings; keeping the records of the Society in accordance with the Act; conducting the correspondence of the Board; and Delta Hospice Society Ccnt??ollst Incam?g?. ?jn4lydn?? ?ling the annual report of the Society and making any other ?lings with the Registrar under the Act. Absence of Secretary from Meeting 6.6 In the absence of the secretary from a meeting, the Board must appoint another individual to act as secretary at the meeting. Role of Treasurer 6.7 The treasurer is responsible for doing, or making the necessary arrangements for, the following: receiving and banking monies collected from the members or other sources; keeping accounting records in respect of the Society's ?nancial transactions; (0) preparing the Society's ?nancial statements; and completing the Society's ?lings respecting taxes. PART 7 REMUNERATION OF DIRECTORS Remuneration of Directors 7.1 These bylaws do not permit the Society to pay a director any remuneration for being a director, but the Society may, subject to the Act, pay remuneration to a director for services provided by the director to the Society in another capacity. PART 8 POWERS RESPONSIBILITIES OF THE BOARD Powers of Directors 8.1 All board members must adhere to and uphold the Constitution and bylaws of the Society and the Code of Conduct of the Board. The Board may establish such rules, regulations policies or procedures relating to the affairs of the Society as it deems expedient, provided that no rule, regulation, policy or procedure is inconsistent with the Act, the Constitution or these bylaws. Delta Hospice Society magma, mtd'odng'. $ru??~and: [14701: Nothing instituted by the members in a general meeting invalidates a prior act of the directors that would have been valid if that rule had not been made. Fiscal Year End 8.2 Unless otherwise ordered by the directors, the ?scal year end of the Society shall be the year ended on the thirty-?rst (31st) day of March. Signing Authority 83 A contract or other record to be signed by the Society must be signed on behalf of the Society: by the president, together with one other director; if the president is unable to provide a signature, by the vice-president together with one other director; . if the president and vice-president are both unable to provide signatures, by any 2 other directors; or in any case, by one or more individuals authorized by the Board to sign the record on behalf of the Society. Affiliations 8.4 The Board shall have the right on behalf of the Society to subscribe to, become a member of, af?liate with and cooperate with any other society, corporation or association whose purposes or objectives are in whole or in part similar to the Society?s purposes outlined in its Constitution and bylaws. lnves?nent 8.5 The Board may invest the funds of the Society in an investment in which a prudent investor might invest. Delta Hospice Society W113. Iutd'a'u'ry?. ?(4.9014(5) and: (?Pa Borrowing 8.6 The Board may borrow, raise or secure the payment of monies on behalf of the Society in such manner and amount as shall be sanctioned by the resolution of the Board. Any such borrowing or issuing of securities shall require a director?s resolution approved by Special Resolution at a Board meeting. Filing of Documents 8.7 An of?cer or Senior Manager of the Society, signing alone, may be authorized to execute and deliver all such documents and instruments, and to ?le all documents, forms and applications with the Registrar of Companies for the Province of British Columbia and otherwise do such further acts as may be necessary to give full effect to these resolutions or as many be required to carry out the full intent and meaning thereof. PART 9 VALUE STATEMENTS Principles 9.1 The Society is an organization committed to the principles of hospice and palliative care pursuant to the de?nition of palliative care by the World Health Organization (WHO) as identi?ed in bylaw 9.2. 9.2 The Society upholds and maintains the WHO de?nition of palliative care as stated herein: Palliative care is an approach that improves the quality of life of patients and their families facing the problem associated with life-threatening illness, through the prevention and relief of suffering by means of early identi?cation and impeccable assessment and treatment of pain and other problems, physical, and spiritual. Palliative care: provides relief from pain and other distressing (ii) af?rms life and regards dying as a normal process; intends neither to hasten or postpone death; (iv) integrates the and spiritual aspects of patient care; offers a support system to help patients live as actively as possible until death; 9.3 Delta Hospice Society Wile, hudnay. aardtig-am? (vi) offers a support system to help the family cope during the patient?s illness and in their own bereavement; (vii) uses a team approach to address the needs of patients and their families, including bereavement counselling, if indicated; will enhance quality of life, and may also positively in?uence the course of illness; (ix) is applicable early in the course of illness, in conjunction with other therapies that are intended to prolong life, such as chemotherapy or radiation therapy, and includes those investigations needed to better understand and manage distressing clinical complications. The Society upholds and defends the expert opinion that euthanasia, known as Medical Assistance in Dying (MAID), is not one of the treatments in the practice of palliative care. The Society therefore prohibits the provision of euthanasia on its premises. PART 10 DISSOLUTION OF THE SOCIETY Remaining Net Assets Must Go to a Registered Charitable Institution 10.1 Upon winding up or dissolution of the Society, the assets remaining after the payment of all costs, charges and expenses properly incurred in the winding up, including the remuneration of a quuidator, any amounts due to employees of the Society, and any other debts of the Society, shall be distributed as designated by the Board, subject to all provisions of the bylaws dealing with con?icts of interest and personal gain and voting on such matters, in the following order of claim: any of such remaining assets which had originally been provided for speci?c purposes, shall, wherever possible, be distributed to a charitable organization, registered under the provisions of the Income Tax Act, carrying on work of a similar nature to such specific purposes; and any further assets remaining, shall, wherever possible, be distributed to a charitable organization (or organizations) in Canada carrying on work of a similar nature to the Society, registered under the provisions of the Income Tax Act. This provision was previously unalterable. Delta Hospice Society aht??l?g odym'?yam? PART 11 BYLAWS Special Resolution Required to Alter Bylaws 11.1 These bylaws will not be altered except by Special Resolution. Effective Date of Alternation of Bylaws 11.2 Any alteration to the bylaws or Constitution will take effect on the date the notice of alteration is ?led with the Registrar in accordance with the Act. PART 12 INDEMNIFICATION AND INSURANCE Indemni?cation 12.1 The directors and former directors, of?cers and former of?cers, and members and former members of all committees of the Society and each of them, and each of their respective heirs, executors, administrators, successors and assigns, shall from time to time and at all times be indemni?ed and saved harmless out of the assets and pro?ts of the Society from and against all costs, charges, losses, damages and expenses which they, or any of them, or any of their heirs, executors, administrators, successors and assigns, shall or may incur or sustain by or by reason of the performance of their duty or purported duty in their respective of?ces, except such (if any) as they shall incur or sustain by or through their own willful neglect or default, respectively. This indemni?cation is in addition to, but not exclusive of, any other rights of indemni?cation to which the directors and former directors, of?cers and former of?cers and members and former members of all committees of the Society may be entitled to at law or in equity. - Insurance 12.2 The Society shall purchase and maintain insurance for the bene?t of any person referred to in the above noted section of this by-law against any liability incurred by them in their capacity as a director or of?cer, except where the liability relates to their failure to act honestly and in good faith with a view to the best interests of the Society. Delta Hospice Society PART 13 FAITH COMMITMENT Faith Commitment 13.1 Every director shall subscribe to, support, and uphold the Statement of Faith of the Society. 13.2 The Society shall admit only members and retain directors that further the faith practices outlined in its Statement of Faith. To this end there shall be a minimum of one Christian pastor appointed by the Board of Directors for a term of two years who exercises all the voting privileges, practices and responsibilities of a director according to these bylaws. 13.3 A pastor appointed to the Board must be from a widely recognized Christian denomination who has also been properly ordained by that denomination. THESE BYLAWS WERE ADOPTED BY SPECIAL RESOLUTION Dated this day of 2020 Signature Name Position in the Society