The Head Office of the Association shall be in the Town of Kenora, in the District of Kenora, in the Province of Ontario and at such place therein as the Board of Directors may from time to time determine.

The Corporate Seal of the Association shall be in the form impressed here on.

Membership shall be composed of General (Associate, Life, and Honorary Members)

General Membership shall be open to any person residing within the geographical area served by the Programs of the Association, who supports the purposes and objects of the Association and who pays an annual membership due, except persons employed or who have been employed during the past two years by the Association or other local Associations, Regional Councils, Provincial or National Associations, with which it is affiliated, their parents, spouses, including common-law spouses, children and siblings. For the purposes of clarification and to the end of encouraging participation of parents of persons with developmental handicaps in the affairs of the Association, any employee (or persons who may appear to be an employee) who is a client of the Association, for the purposes of this Bylaw will be deemed not to be an employee.

Associate Membership shall be open to any persons excluded from General Membership.

Life Membership shall be open to any persons or corporations eligible for General Membership who support the purposes and objects of the Association and who have made a financial contribution or donation to the Association, in an amount established by the Board, and not less than $100.00.

Honorary Annual Membership may be conferred by the Board of Directors on any person who during the past year has made an outstanding contribution to the Association.

Honorary Life Membership may be conferred by the Board of Directors on any person who over the years has made an outstanding contribution to the Association, and who has by his or her support and model, exemplified the high ideals of the Association.

Holding of Honorary Membership does not preclude the holding of General or Life Membership by eligible persons.

(Amended June 28 2001)

It is the responsibility of the General Membership to be informed; to attend meetings; to propose motions and resolutions; and to exercise all rights and privileges vested in the membership by the law, these Bylaws and the adopted rules of the Association.

Associate Membership shall not include the right to propose motions and resolutions, to speak, and to vote neither at membership meetings, nor in itself carry any other rights, privileges and responsibilities of General Membership.

Honorary Membership shall not in itself carry any of the rights, privileges and responsibilities of General Membership.

The Annual Meeting of members shall be held not more than ninety (90) days after the end of the fiscal year of the Association at a time and place as shall be determined by the Board of Directors for the transaction of the following business:

Approval of the minutes of the previous General Meeting of the Membership:

Receiving reports of the activities of the Association during the preceding year, the annual financial statement and the report of the Auditors:

The appointment of Auditors for the current year:

The election of Directors:

Amendment of Bylaws (if applicable) according to the provisions of Bylaw No. 1, and

Transaction of any other business, either special or general which is pertinent to the interests of the membership and which may properly come before the Annual Meeting without prior notice.

A Special General Meeting of the membership may be called by a majority of the Board of Directors, by the President or by the Vice President in the absence of the President, or by notice in writing from . . . . . members in good standing. The business to be transacted at a Special General Meeting shall be limited to that specified in the call for the meeting. Should it be necessary in an emergency to take action for which no notice was given, such action must be ratified by the membership at its next regular Meeting or at a Special General Meeting called for the purpose of ratification provided that no action which properly requires notice at all times can be taken without such notice.

Notice of Annual and Special General Meetings shall include the agenda and time and place of meeting and shall be sent to members fourteen (14) days prior to the meeting. Notice of Regular General Meetings shall be required as for Annual and Special General Meetings unless a regular meeting time and place has been established.

A quorum for meetings of membership shall be the presence of 6 members in good standing. No business shall be transacted in the absence of a quorum except to take measures to obtain a quorum, to fix the time at which to adjourn, or to take a recess.

Each general member present at the Annual General Meetings and Special General Meetings shall be entitled to one vote.

A majority of votes of the members present unless otherwise required by law or the Bylaws of the Association shall decide every question. Every question shall be decided in the first instance by a show of hands and, unless a count, a roll call vote or a ballot is demanded by 5 members, a declaration by the chairperson that a motion or resolution has been carried or not carried, and an entry to that effect in the minutes of the meeting shall be sufficient evidence of the fact without proof of the number or proportion of the votes accorded in favour or against such a motion or resolution.

Membership in the Association shall not be transferable and shall cease to exist upon a member's resignation, non-payment of annual membership dues, or death. Members may resign from the Association by a resignation in writing addressed to the Secretary of the Association.

Membership dues may be such as are established from time to time by the Board of Directors, but any resolution of the Board of Directors respecting dues shall not be effective until confirmed by the members at an Annual, Special or Regular General meeting of members.

The membership dues shall be payable annually to coincide with the fiscal year of the Association.

Dues may be payable on a prorata basis determined from time to time by the Directors for persons applying for membership in the latter half of the membership year.

The affairs of the Association shall be managed on behalf of the membership by a Board which consists of nine (9) Directors who shall be elected by the membership and, in addition, the immediate Past President who shall serve as a Director ex 0officio of the Association. (Amended June 13 2002)

Vacancies on the Board of Directors, except in that Directorship position held in ex officio capacity by the immediate Past President, shall as long as a quorum remains in office, be filled by the Board from eligible members of the Association except that when a vacancy occurs within a period of sixty (60) days prior to the date of the Annual General Meeting such vacancy shall be filled by nomination at the Annual General Meeting.

All Directors shall be eighteen (18) years of age or more and shall have been general members of the Association in good standing for not less than sixty (60) days prior to election.

The Board of Directors shall be responsible to the membership for:

(i) the management and conduct of all affairs of the Association in accordance with its Letters Patent and Bylaws and the formulation of necessary policies; and in doing so shall:

(ii) Elect or appoint the Officers of the Association and elect members of the Executive Committee and the Chairpersons of the Nomination and Standing Committees:

(iii) appoint and constitute additional Committees as it deems necessary:

(iv) authorize necessary expenditures including the purchase and rental of property and the making of contracts:

(v) authorize the borrowing of money upon the credit of the Corporation on cheques, promissory notes, bill of exchange or otherwise, in such amounts and subject to such terms as may be considered advisable, and may assign, transfer, convey, hypothecate, mortgage, charge or pledge to or in favour of the bank any property of the Corporation, real or personal, movable or immovable, present or future, including book debts, unpaid calls, rights, powers, undertakings, franchises and the Corporation's own debentures, as security for the fulfilment of any liabilities or obligations, present or future, of the Corporation to the Bank and may empower the bank or any person or persons to sell by public or private sale, assign, transfer or convey, from time to time any such property; and may sign, make, draw, accept, endorse, execute and deliver on behalf of and in the name of the Corporation all such cheques, promissory notes, bills of exchange, drafts, acceptances, orders for payment of money, warehouse receipts, bills of lading, agreements to give security, assignments, transfers, conveyances, hypothecate mortgages, pledges, securities and other agreements, documents and instruments as may be necessary or useful in connection with the borrowing of money and other banking business of the Corporation:

(vi) authorize any one or more Directors, Officers, employees or agents of the Association to exercise the responsibility of any of the rights, powers and authorities conferred by Article 4.3(iv) above:

(vii) authorize the signing by such Officers, employees or agents as shall be determined by the Board, of all cheques, bills of exchange or other orders for payment of money, notes or other evidence of indebtedness issued in the name of the Association:

(viii) appoint managing staff if appropriate and exercise through the President such direction over administrative affairs as is necessary for effective pursuit of the Association's objectives.

Any and all actions of the Board of Directors may be reviewed by the membership at the next General Meeting of the membership but no action done or right acquired by such action shall be prejudicially affected by any amendment or rejection of the action.

Except as otherwise required by law, the Board of Directors may hold meetings at such place or places as it may from time to time determine.

The Board of Directors shall normally meet at least once monthly except that no more than ninety (90) days shall elapse between meetings.

Special meetings may be called by the President or the Vice-President in the absence of the President or on petition to the Secretary by any three Directors. Business transacted at a Special meeting shall be limited to that specified in the notice calling the meeting.

Notice shall be communicated to all Directors at least one week in advance of the meeting, unless all Directors agree to the calling of a meeting on shorter notice or the Board meeting is held on a regular day or date each month or immediately following a meeting of members of the Association. Notice shall include a tentative agenda in the case of a regular meeting and shall specify the business to be conducted in the case of a special meeting.

A quorum shall be 50% of the Board of Directors. No business shall be transacted in the absence of a quorum except to take measures to obtain a quorum, to fix the time to which to adjourn, to adjourn or to take a recess.

Each Director present at the meeting shall be entitled to one vote.

A Majority of votes of the Directors present unless otherwise required by law or the Bylaws, or the adopted Rules of the Association shall decide every question. Every question shall be decided in the first instance by a show of hands and, unless a count or ballot role call vote is demanded, a declaration by the Chairperson that the motion has been carried or not carried and an entry to that effect in the minutes of the meeting shall be sufficient evidence of the fact without proof of the number or proportion of the votes accorded in favour or against such motion.

The members of the Association may, by a Resolution passed at least two-thirds (2/3) of the votes cast a General meeting of which notice specifying the intention to pass such resolution has been given, remove any Director from office before the expiration of the term of office and may, by a majority of votes cast at that meeting, elect any eligible person to serve the remainder of the term.

Directors shall serve without remuneration and no Director shall indirectly or directly receive any remuneration, salary or profit from the position of Director or for any service rendered to the Association, Regional Councils, affiliated Local Associations, the Provincial Association, or the National Association as Director provided that Directors may be reimbursed for reasonable expenses incurred in the performance of their duties.

Every Director who in any way directly or indirectly or who has a spouse who in any way directly or indirectly has an interest in a proposed or existing contract or transaction of the Association shall make a full and fair declaration of the nature and extent of the interest at a meeting of the Board of Directors. In the case of a proposed contract or transaction, the declaration of interest shall be made at the meeting of the Board of Directors at which the question of entering into the contract or transaction is first taken into consideration, or, if the Director or the Director's spouse is not at the date of that meeting interested in the proposed contract or transaction, at the next meeting of the Board of Directors held after the Director or the Director's spouse becomes so interested. In the case of an existing contract or transaction, the declaration shall be make at the first meeting of the Board of Directors after the Director assumes office the interest comes into being. After making such a declaration no Director shall vote on such a contract or transaction not shall he/she be counted in the quorum in respect of such contractor transaction. If a Director has made a declaration of an interest in a contract or transaction in compliance with this clause, the Director is not accountable to the Association for any profit realized from the contract or transaction. If a Director fails to make a declaration of interest in a contract or transaction in compliance with this clause, the Director shall account to and reimburse the Association for all profits realized, directly or indirectly, from such contract.

Every Director, and the heirs, executors and administrators, and estate and effects, respectively, of every Director, may, with the consent of the Association, given at any General Membership Meeting, from time to time and at all times, be indemnified and saved harmless out of the funds of the corporation, from and against.

( i) all costs, charges and expenses whatsoever that are sustained or incurred by the Director, in or about any action, suit or proceeding that is brought, commenced or prosecuted against the Director for or in respect of any act, deed, matter or thing whatsoever, made done or permitted by the Director in or about the execution of the duties of his or her office; and

( ii) all other costs, charges and expenses that are sustained or incurred by the director in or about or in relation to the affairs thereof, except such costs, charges or dept of the Director.

Every Director shall cease to hold the office as Director of the Association upon the occurrence of the following events:

( i) Upon serving written notice on the Association of his desire to cease to be a Director by delivery to the secretary;

( ii) Ceasing to qualify as a General Member in accordance with Article 3.2.1.

(iii) Becoming incapacitated to fulfilling the duties of a Director due to death, illness or mental incapacity.

( iv) Becoming or remaining an undischarged bankrupt.

( v) Failure to attend 3 consecutive meetings of the Board of Directors.

(Amended June 28 2001)

Board Members at the date of the adoption of this Bylaw may continue to serve as Board Members notwithstanding Article 4.9 but shall not be eligible to seek reelection as long as they would be ineligible to continue to serve by virtue of the provisions of Article 4.9.

The officers of the Association shall be a President, immediate Past President, one or additional Vice Presidents, a Treasurer and a Secretary.

( i) If the vacancy occurs in the office of President or if for any reason the President is no longer able to act in that capacity as designated Vice-President is authorized to act and to assume all responsibilities of the office of President;

( ii) A meeting of the Board shall be held within four weeks for the purpose of electing a President;

(iii) Vacancies in other offices shall be filled by the Directors for the balance of the unexpired terms from amongst those eligible to serve.

The elected Officers of the Association shall, with the exception of the Secretary where the office is held by the Executive Director, be members of the Board of Directors.