BYLAWS OF JAMES W. LOEWEN FOUNDATION (the “JWLF”)
PURPOSE OF BYLAWS
The purpose of these Bylaws is to provide rules governing the internal management of the JWLF.
BOARD OF DIRECTORS
General Powers
The business and affairs of the JWLF will be managed by or under the direction of a single Board of Directors.
Number, Tenure and Quorum
The Board will consist of three to nine members, each of whom will be a natural person. Each Director will hold office until resignation or removal by a majority vote of the remaining Board. Any Director may resign at any time upon written notice or electronic transmission to the JWLF Board. To transact business at a meeting of the Directors, a quorum of a majority of the total number of Directors eligible to vote must be present. The vote of the majority of the Directors present at a
meeting at which a quorum is present will be the act of the Board.
Officers
Within the Board, there shall be a Chairperson, a Secretary, and a Treasurer. These roles shall be filled by nomination and election by the Board.
Vacancies and Newly Created Directorships
When vacancies or newly created directorships resulting from any increase in the authorized number of Directors occur, a majority of the Directors then in office, although less than a quorum, or a sole remaining Director will have the power to appoint new Directors to fill this vacancy or vacancies.
Resignations
When one or more Directors resign from the Board and the resignation is to become effective at a future date, a majority of the Directors then in office, including those who have so resigned, will have the power to appoint new Directors to fill this vacancy or vacancies. The appointments of these new Directors will take effect when the
resignation or resignations are to become effective.
Removals
Any Director may be removed, with or without cause, by a majority of the Board then entitled to vote. Removals may occur at any properly convened meeting of the Board.
OFFICER ROLES
Chairperson of the Board
The Chairperson of the Board will monitor and report to the Board on the organizational health and mission-fitness of the JWLF. The Chairperson will also deliver and endorse major JWLF public relations announcements.
Secretary
The Secretary will schedule and lead Board meetings, prepare and distribute timely meeting minutes, and maintain the Board’s collection of working documents.
Treasurer
The treasurer will manage JWLF bank accounts, collect and pay bills and invoices, and report to the Board on JWLF finances.
SIGNATORY POWERS
Under the informed consent of the Board, any and all of the JWLF’s officers shall be authorized to sign contracts, work orders, and service agreements on behalf of the JWLF. If any officer signs a new contract, work order, or service agreement prior to its specific consideration at a Board meeting, that act shall be reported and endorsed or reversed at the next JWLF Board meeting.
QUORUM
The requirements for a quorum for the Board as set out in these Bylaws will apply to any committee designated by the Board as appropriate.
COMMITTEES
The Board may from time to time designate committees, and assign committee membership, as it deems appropriate. Committees may include members who are not Directors.
ACTION WITHOUT A MEETING
The requirements and procedures for actions without a meeting for the Board as set out in these Bylaws will apply to any committee designated by the Board as appropriate.
DELEGATION OF AUTHORITY
The Board reserves the authority to delegate the powers of any Officer to any other Officer or agent, notwithstanding any provision in these Bylaws.
LOANS, CHECKS, DEPOSITS, CONTRACTS
Loans
Without authorization by a resolution of the Board, the JWLF is prohibited from making or accepting loans in its name, or issuing evidences of indebtedness in its name. The authorization of the Board to perform these acts can be general or specific.
Checks, Drafts, Notes
All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the JWLF must be signed by a designated Officer or Officers, agent or agents of the JWLF and in a manner as will from time to time be determined by resolution of the Board.
Deposits
All funds of the JWLF not otherwise used will be deposited to the credit of the JWLF in banks, trust companies, or other depositories designated by the Board.
Contracts
The Board may give authority to any Officer or agent, to make any contract or execute and deliver any instrument in the name of the JWLF and on its behalf, and that authority may be general or specific.
AMENDMENT
These bylaws may be amended at any time by a majority vote of all Directors.