By-laws

Canadian Race Relations Foundation
By-law No. 1
Board Governance

1. Interpretation
   In this by-law and all other by-laws of the Canadian Race Relations Foundation, words in the singular shall include the plural and vice versa; the masculine shall include the feminine and vice versa; and unless the context otherwise specifies or requires:
   
   Act means the Canadian Race Relations Foundation Act;
   
   Board means the Board of Directors of the Canadian Race Relations Foundation;
   
   By-laws means any by-laws of the Canadian Race Relations Foundation as amended from time to time;
   
   Chairperson means the Chairperson of the Board;
   
   Director means a member of the Board;
   
   Executive Director means the Executive Director of the Foundation;
   
   Foundation means the Canadian Race Relations Foundation;
   
   Minister means the member of the Queen’s Privy Council for Canada designated as the Minister for the purposes of the Canadian Multiculturalism Act.
   
   Person includes individuals, corporate bodies, partnerships, syndicates, trusts, sole proprietorships, unincorporated organizations and any number or aggregate of persons representing a common interest.
2. Principal Office
   The principal office of the Foundation shall be located in the Municipality of Metropolitan Toronto, Ontario, and at such place therein as the directors may from time to time by resolution determine.
3. Seal
   The seal, where one is approved for use by the Board, shall be the corporate seal of the Foundation.
4. Directors
   (1) Directors shall be individuals eighteen or more years of age and must have knowledge or experience that will assist the Foundation in fulfilling its purpose.
   
   (2) A director who wishes to resign shall notify the Board in writing to that effect, and the resignation becomes effective when the Board receives the notice, or at the time specified in the notice, whichever is the later.
5. Meetings of the Board and Quorum
   (1) The Board shall meet at least twice in each year.
   
   (2) (a) Except as otherwise required by law, the Board shall meet at such times and places or by such feasible means as the Chairperson may determine.
   
   (b) A meeting of the Board held by teleconference or other electronic means shall be conducted in a way that permits directors to communicate adequately with each other.
   
   (c) The Board shall hold at least one face-to-face meeting in each year unless precluded by unforeseen circumstances.
   
   (3) A majority of the directors in office constitutes a quorum at a meeting of the Board.
   
   (4) A Board meeting may be called by the Chairperson, or by the Vice-Chairperson, if the Chairperson is absent or unable to act.
   
   (5) (a) No formal notice of a meeting of the Board shall be necessary if all the directors are present, or if those absent have signified their consent to the meeting being held in their absence.
   
   (b) Notice of a meeting of the Board may be emailed, delivered or telephoned to each director not less than seven days before the meeting is to take place or may be mailed to each director not less than ten days before the meeting is to take place.
   
   (c) The statement of the Chairperson or Vice-Chairperson, or their designate that notice has been given pursuant to this by-law shall be sufficient and conclusive evidence of the giving of such notice.
   
   (d) No error or omission in giving notice for a meeting of the Board shall invalidate the meeting or invalidate or make void any proceedings taken or had at such meeting, and any director may at any time waive notice of such meeting and may ratify and approve of any or all proceedings taken or had thereat.
   
   (6) (a) (i) Questions arising at any meeting of the Board shall be decided by a majority of votes.
   
   (ii) In the event of an equality of votes, the Chairperson, or in the Chairperson’s absence the chair of the meeting, votes.
   
   (b) All votes at a meeting of the Board shall be taken by ballot if so demanded by any director present, but otherwise the vote shall be taken by assent or dissent.
   
   (c) A declaration by the Chairperson, or in the Chairperson’s absence the chair of the meeting, that a resolution has been carried and an entry to that effect in the minutes shall be prima facie evidence of the fact without proof of the number or proportion of the votes recorded in favor of or against such resolution.
   
   (d) No resolution may be approved at a meeting where a quorum is not present.
   
   (e) In the absence of the Chairperson, his duties may be performed by the Vice-Chairperson or such other director as the Board may from time to time appoint for the purpose.
    
   (f) The Board may decide or approve a resolution by email or other electronic means, provided all directors in office are notified of the business in question, and a majority of the directors votes in favor of the decision or resolution.  
6. Powers
   (1) The activities of the Foundation shall be managed by the Board.
   
   (2) The Board may administer the affairs of the Foundation in all things and make or cause to be made for the Foundation, in its name, any kind of contract which the Foundation may lawfully enter into and save as hereinafter provided, generally, may exercise all such other powers and all such other acts and things as the Foundation by the Act is authorized to exercise and do.
   
   (3) Without limiting the generality of the foregoing, the directors are expressly empowered, from time to time, to purchase, lease or otherwise acquire, alienate, sell, exchange, or otherwise dispose of shares, stocks, rights, warrants, options, bonds, debentures, and other securities, lands, buildings, and/or other property moveable or immoveable, real, or personal or any right or interest therein held by the Foundation, for such consideration and upon such terms and conditions as they may deem advisable.
7. Officers of the Foundation
   (1) The officers of the Foundation shall be the Chairperson, Vice-Chairperson, Treasurer, Board Secretary, Executive Director, and such other officers as may be elected or appointed by the Board.
   
   (2) (a) The Executive Director is appointed by the Governor in Council on the recommendation of the Minister, for a term not exceeding five years.
   
   (b) Pursuant to section 9 of the Act, the Minister shall consult the Board before making any recommendation with respect to the appointment of the Executive Director, other than the first Executive Director.
8. Duties of Chairperson and Vice-Chairperson
   (1) The Chairperson shall, when present, preside at all meetings of the Board.
   
   (2) If the Chairperson is absent or unable to act or if the office of the Chairperson is vacant, his duties and powers may be exercised by the Vice-Chairperson, and if the Vice-Chairperson is absent or unable to act, the Board may then appoint a director to exercise the duties and powers of the Chairperson.
9. Duties of Executive Director
   (1) The Executive Director is the chief executive officer of the Foundation and has supervision over and direction of the work and staff of the Foundation and may engage such officers, employees and agents as are necessary for the proper conduct of the work of the Foundation.
   
   (2) The Executive Director is ex officio a member of the Board, but has no vote.
10. Duties of Other Officers
    (1) The duties of all other officers of the Foundation shall be provided in the terms of their engagement as the Board may require.
    
    (2) The Board may require such officers, employees and agents of the Foundation as the Board deems advisable to furnish bond for the faithful discharge of their duties, in such form and with such surety as the Board may from time to time prescribe.
11. Indemnification of Directors and Officers
    (1) The Foundation may indemnify a present or former director or officer of the Foundation or any other person who acts or acted at its request as a director or officer of another corporation of which the Foundation is or was a shareholder or creditor, and the person’s heirs and legal representatives, against all costs, charges and expenses, including any amount paid to settle an action or satisfy a judgement, reasonably incurred by the person in respect of any civil, criminal or administrative action or proceeding to which the person is a party by reason of being or having been such a director or officer, if:
    
    (a) the person acted honestly and in good faith with a view to the best interests of the Foundation or other corporation; and,
    
    (b) in the case of any criminal or administrative action or proceeding that is enforced by a monetary penalty, the person had reasonable grounds for believing that the person’s conduct was lawful.
    
    (2) The Foundation may purchase and maintain insurance for the benefit of a director or officer, and the director’s or officer’s heirs and legal representatives, against any liability cost, charge and expense incurred by the director or officer as described in section (1) hereof.
12. Disclosure of Interest in Contract
    (1) A director or officer who:
    
    (a) is a party to a material contract or proposed material contract with the Foundation, or
    
    (b) is a director or officer of, or has a material interest in, any person who is a party to a material contract or proposed material contract with the Foundation, shall disclose in writing to the Foundation the nature and extent of the interest of the director or officer.
    
    (2) (a) A director who is a party to, or who is a director or officer of or has a material interest in any proposed contract or arrangement with the Foundation shall disclose the nature and extent of his interest at the meeting of the Board at which the contract or arrangement is first taken into consideration, or if the director is not at the date of that meeting interested in the proposed contract or arrangement, at the next meeting of the Board held after the director becomes so interested, and in a case where the director becomes so interested in a contract after it is made or entered into, the disclosure of the director’s interest shall be made at the first meeting of the Board held after he becomes so interested.
    
    (b) A director shall not be entitled to vote in respect of any proposed contract or arrangement in which he is so interested, and he shall recuse himself from any discussions of the Board pertaining to the related contract or proposed contract.  
13. Committees
    (1) (a) Pursuant to section 12 of the Act, the Board may appoint
    
    (i) an Executive Committee from among the directors;
    
    (ii) advisory and other committees consisting, wholly or partly, of directors and persons who are not directors; and
    
    (iii) in accordance with the composition, terms and conditions as are fixed by by-law of the Board.
    
    (b) Pursuant to section 16 of the Act, the Board may make by-laws respecting
    
    (i) the constitution of any committees appointed pursuant to section 12 of the Act, the role and duties of the committees and the expenses, if any, to be paid to the members of those committees who are not directors; and
    
    (ii) the procedure at meetings of the Board and its committees.
    
    (2) The Executive Committee may invite such officers, directors, employees of the Foundation and such other persons as it may consider necessary from time to time to attend meetings of the Executive Committee.
    
    (3) The Executive Director shall attend all meetings of the Executive Committee, unless otherwise advised by the Chair of the said committee.
    
    (4) The Chair of each Committee shall be appointed by the Chairperson of the Foundation from among the directors, except provided otherwise by by-law of the Board in respect of specific committees.
    
    (5) All committees shall report to the Board through the chairs of the respective committees.
    
    (6) Meetings of committees shall be held at such times and places as the respective committee chairs determine in consultation with the Executive Director.
    
    (7) The Chairperson of the Foundation shall be a voting member of all committees. In the event of an equality of votes in a committee meeting, the Chair of the meeting shall have the right to cast a second vote.
14. Execution of Documents
    (1) Deeds, transfers, licenses, assignments, contracts, engagements, obligations and other instruments in writing requiring execution by the Foundation may be signed by any two (2) of the Chairperson, Vice-Chairperson, Executive Director or such other authorized persons by the Board.
    
    (2) Any person authorized to sign any document may affix the corporate seal, if any, to the document; and any signing officer may certify a copy of any instrument, resolution, by-law or other document of the Corporation to be a true copy thereof.
    
    (3) Contracts in the ordinary course of the Foundation’s operations may be entered into on behalf of the Foundation by the Chairperson, Vice-Chairperson, Executive Director, or by any other person authorized by the Board for this purpose.
    
    (4) The Chairperson, Vice-Chairperson,  Executive Director, or any person or persons authorized for this purpose by the Board of Directors may transfer any and all shares of stock, bonds, or other securities from time to time standing in the name of the Foundation in its individual or any other capacity or as trustee or otherwise, and may accept in the name and on behalf of the Foundation transfers of shares of stock, bonds or other securities from time to time transferred to the Foundation, and may affix the corporate seal to any such transfers or acceptances of transfers and may make, execute  and deliver under the corporate seal any and all instruments in writing necessary or proper for such purposes, including the appointment of an attorney or attorneys to make or accept transfers of shares of stock, bonds, or other securities on the books of any company or corporation.
    
    (5) Notwithstanding any contrary provisions that the by-laws of the Foundation may contain, the Board may at any time by resolution direct the manner in which, and the person or persons by whom, any particular instrument, contract or obligations of the Foundation may or shall be executed.
15. Official Languages Act
    As a federal crown corporation, the Foundation is subject to the provisions of the Official Languages Act and shall develop policies to implement this obligation.
16. Books and Records
    The directors shall oversee and the Executive Director shall ensure that all necessary books and records of the Foundation required by the by-laws of the Foundation or by any applicable statute of law are regularly and properly kept.
17. Auditors
    (1) The auditors of the Foundation shall be the Office of the Auditor General of Canada.
    
    (2) The books and records and financial transactions of the Foundation shall be audited annually by the auditors and a report of the audit shall be made to the Board.
18. Financial Year
    The financial or fiscal year of the Foundation is the period beginning on April 1st in one year and ending on March 31st in the following year.
19. Payments and Cheques
    (1) All cheques, bills of exchange or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Foundation, shall be signed by such authorized officers or agents of the Foundation and in such manner as shall from time to time be determined by resolution of the Board.
    
    (2) Any one of the officers or agents so authorized by the Board may:
    
    (a) Endorse notes and drafts for collection on account of the Foundation through its bankers, and endorse notes and cheques for deposit with the Foundation’s bankers for the credit of the Foundation, or the same may be endorsed “for collection” or “for deposit” with the bankers of the Foundation by using a stamp or mechanical or electronic device for the purpose as the Board may authorize;
    
    (b) Settle, balance and certify all books and accounts between the Foundation and the Foundation’s bankers and may receive all paid cheques and vouchers; and
    
    (c) Sign all the bank’s forms of settlement of balances and releases or verification slips.
20. Deposit of Securities for Safekeeping
    (1) The securities of the Foundation shall be deposited for safekeeping or kept in safety deposit boxes with one or more bankers, trust companies or other financial institutions to be selected by the Board. 
    
    (2) Any and all securities deposited pursuant to section (1) hereof may be withdrawn only upon the written order of the Foundation signed by such authorized officers or agents of the Foundation and in such manner as shall be determined by resolution of the Board, and such authority may be general or confined to specific instances.
21. Reports
    Within four months after the end of each financial year of the Foundation, the Chairperson shall submit to the Minster a report of the activities of the Foundation during that year, including the financial statements of the Foundation and the auditor’s report thereon.
22. Notice
    (1) Where notice is required under any provisions of the by-laws of the Foundation, such notice may be given either in person, by telephone or by electronic means, or by depositing same in a post office or a public letter-box, in a post-paid, sealed wrapper addressed to the director, officer or member at his address as the same appears on the books of the Foundation.
    
    (2) A notice or other document sent by post shall be held to be served at the time when the same was deposited in a post office or public letter-box. 
     
    (3) For the purpose of service of any notice the address of any member, director or officer shall be his last address as recorded in the books of the Foundation.
    
    (4) Any officer or director may at any time waive any notice required to be given under the by-laws of the Foundation.
23. Repeal and Amendment
    The provisions of this by-Law not embodied in the Act may be repealed or amended by a resolution approved by a majority of the directors at a meeting of the Board, and no notice of such repeal or amendment shall be required.

Approved: Board of Directors, April 18, 1997
Amended: Board Resolution via email: Dec. 23, 2016
Amended: Board of Directors, April 19, 2020
Amended: Board of Directors, November 21, 2023

Canadian Race Relations Foundation (“CRRF”)
Code of Conduct and Conflict of Interest Policy

Approval/Effective Date:
This Policy was approved by the Board of Directors (the “Board”) of the Canadian Race Relations Foundation on May 23, 2024, and is subject to review at least every three years.

• Amended by the Board on November 20, 2024

This Policy replaces:

• Bylaw # 2, most recently revised by the Board on September 20, 2015
• Confidential Report, approved by the Board on September 20, 2015
• Appendix to Bylaw #2, approved by the Board May 3-4, 2008
• Addendum to Bylaw #2, approved by the Board November 5, 1998

Canadian Race Relations Foundation (“CRRF”)
Bylaw No. 5
Executive Committee Terms of Reference

Effective Date: November 21, 2023, by resolution of the Board of Directors
Review schedule: At least every three years
Previous versions:
– Approved by Board of Directors – September 22, 2013
– Amended by Board of Directors – September 20, 2015
– Amended by Board of Directors – April 19, 2020

1. Introduction
   The Executive Committee (the “Committee”) is a standing committee of the Board of Directors (the “Board”) of the Canadian Race Relations Foundation (the “CRRF”; the “Foundation”). As such, it is part of the governance framework within which the Board, assisted by its committees, directs and oversees the affairs of the Foundation.
   
   Unlike the other committees of the Board, the Executive Committee has the authority to exercise the powers of the Board between meetings of the Board, subject to certain restrictions. The Board Chairperson reports to the Board on the Committee’s deliberations at the next meeting of the Board.
   
2. Purpose
   The purpose of the Committee is to ensure the orderly flow of Board business when the Board is not in session, with certain restrictions. Specifically, the Executive Committee shall not:
   
   – Approve any Policy, Strategic Plan, Business Plan, or Business Plan Budget, Annual Report, or Audited Financial Statements
   – Adopt, amend or repeal any By-law; or
   – Exercise any other power or make any other decision on behalf of the Board that have been expressly prohibited by policy or resolution of the Board.
3. Composition and Terms
   The Executive Committee shall be chaired by the Chairperson of the Board and include the Board’s Vice-Chairperson and the chairs of all other duly constituted standing committees of the Board. The Executive Director is an ex officio, non-voting member of the Committee.
   
   Each member of the Committee (the “Member”) shall continue to be a Member until a successor is appointed, unless the Member resigns, is removed by resolution of the Board or otherwise ceases to be a member of the Board.
4. Roles and Responsibilities
   The Committee’s primary roles are:
   
   1) To act on behalf of the Board and perform all duties of the Board between Board meetings, subject to the restrictions established in Section 2, including:
   
   2) To review, recommend items, and approve the agenda for the next scheduled Board meeting.
5. Frequency of Meetings
   The Committee shall meet in accordance with the schedule established by the Board for its meetings and those of its committees or as required at the call of the Chair of the Committee.
6. Quorum and Voting
   A majority of the Members eligible to vote (the “Voting Members”) constitutes a quorum at any meeting of the Committee. Each Voting Member shall have one vote.
   
   Questions shall be decided by a majority of votes cast. In case of an equality of votes on a question, the Committee Chair shall have the right to cast a second vote. If the Committee Chair does not cast a second vote, the question shall be deemed defeated.
   
   Should there be a requirement for an electronic vote between meetings, a quorum shall be constituted when at least two-thirds of the voting Members cast a vote by email. Any action taken by such electronic means shall be recorded in the Minutes of the next duly convened meeting of the Committee.
7. Reimbursement of Expenses
   Members will be reimbursed in accordance with the CRRF’s Payment of Honoraria and Travel Expenses to Directors Policy.
8. Review
   The Executive Committee shall review its terms of reference every three years—or more frequently if required—as part of the Governance Committee’s triennial review of all committee terms of reference.

Canadian Race Relations Foundation (“CRRF”)
Bylaw No. 6
Human Resources Committee Terms of Reference

Effective Date: November 21, 2023, by resolution of the Board of Directors
Review schedule: At least every three years
Previous versions:
– Approved by Board of Directors – September 22, 2013

1. Introduction
   The Human Resources Committee (the “Committee”) is a standing committee of the Board of Directors (the “Board”) of the Canadian Race Relations Foundation (the “CRRF”; the “Foundation”). As such, it is part of the governance framework within which the Board, assisted by its committees, directs and oversees the affairs of the Foundation.
   
   As a standing committee, the Committee reports to the Board, which is ultimately responsible for the direction and oversight of the CRRF’s human resources; the Committee has no independent decision-making capacity in its own right. 
2. Purpose
   The purpose of the Committee is to support the Board to oversee and provide policy direction to the management of the CRRF’s human resources.
3. Composition and Terms
   The Committee shall be comprised of at least four (4) and not more than seven (7) members eligible to vote (the “Voting Members”), appointed by the Board on the recommendation of the Governance Committee. The Voting Members shall include:
   
   – A Committee Chair, who shall be appointed by the Board from among the Board members on the recommendation of the Chairperson of the Board;
   – The Chairperson of the Board, who is an ex officio voting member of all committees;
   – Members of the Board of Directors; and
   – Up to two (2) external members, where additional expertise is deemed to be required and/or beneficial, so long as the number of external members does not constitute a majority of Voting Members. Any external members shall be appointed for up to four (4) years, with an option to renew for one additional term of up to four (4) years.
   
   The Executive Director is an ex officio, non-voting member of the Committee.
   
   Each member of the Committee (the “Member”) shall continue to be a Member until a successor is appointed, unless the Member resigns, is removed by resolution of the Board or otherwise ceases to be a member of the Board.
4. Roles and Responsibilities
   The Committee’s primary roles are:
   
   • To recommend to the Board, and review according to an established schedule:
     
     – The CRRF’s Human Resources Policy, to provide direction within which Management is expected to develop and implement operational policies, guidelines and procedures for the sound management of human resources;
     – The CRRF’s compensation policy for senior staff (except the Executive Director);
     – Others as may be determined from time to time.  
   • To support the Board to develop the annual performance agreement—and conduct the annual performance review—of the Executive Director, in accordance with the Performance Management Program for Chief Executive Officers (CEOs) of Crown Corporations as amended by Privy Council from time to time;
   • To support the Board in any consultations conducted by the responsible Minister regarding the Governor-in-Council’s appointment of the Executive Director, as required under Section 9(2) of the Canadian Race Relations Foundation Act;
   • To ensure that an effective emergency succession plan is in place for the Executive Director; and
   • Receive information on Human Resources issues and activities as required for the Board to perform its oversight role
5. Frequency of Meetings
   The Committee shall meet in accordance with the schedule established by the Board for its meetings and those of its committees or as required at the call of the Chair of the Committee.
6. Quorum and Voting
   A majority of the Voting Members constitutes a quorum at any meeting of the Committee. Each Voting Member shall have one vote.
   
   Questions shall be decided by a majority of votes cast. In case of an equality of votes on a question, the Committee Chair shall have the right to cast a second vote. If the Committee Chair does not cast a second vote, the question shall be deemed defeated.
   
   Should there be a requirement for an electronic vote between meetings, a quorum shall be constituted when at least two-thirds of the voting Members cast a vote by email. Any action taken by such electronic means shall be recorded into the minutes of the next duly convened meeting of the Committee.
7. Reimbursement of Expenses
   Members will be reimbursed in accordance with the CRRF’s Payment of Honoraria and Travel Expenses to Directors Policy.
8. Review
   The Human Resources Committee shall review its terms of reference every three years—or more frequently if required—as part of the Governance Committee’s triennial review of all committee terms of reference.

Canadian Race Relations Foundation (“CRRF”)
Bylaw No. 8
Finance and Audit Committee Terms of Reference

Effective date: May 23, 2024, by resolution of the Board of Directors
Review schedule: At least every three years
Previous versions:

• Approved by Board of Directors’ resolution 55.12 on September 22, 2013
• Amended by Board of Directors’ resolution 61.10 and 61.11 on September 20, 2015
• Amended by Board of Directors’ resolution 64.3 on October 29, 2016
• Amended by Board of Directors’ resolution 73.13 on April 19, 2020
• Amended by Board of Directors’ resolution 75.12 on July 10, 2020

1. Introduction
The Finance and Audit Committee (the “Committee”) is a standing committee of the Board of Directors (the “Board”) of the Canadian Race Relations Foundation (the “CRRF”; the “Foundation”). As such, it is part of the governance framework within which the Board, assisted by its committees, directs, and oversees the affairs of the Foundation.
 
As a standing committee, the Committee reports to the Board, which is ultimately responsible for the integrity of the CRRF’s financial management, control and reporting; the Committee has no independent decision-making capacity in its own right. 
 
The CRRF is subject to certain sections of Part X of the Financial Administration Act (the “FAA”)[1], including those governing the role of audit committees and the external and internal audit function within Crown corporations. The Office of the Auditor General (the “OAG”) has been appointed by the Governor in Council as the CRRF’s external auditor, responsible for auditing the CRRF’s year-end financial statements. The OAG is also responsible for periodic special examinations mandated under the FAA.

[1] Sections 89.8 to 89.92, subsection 105(2), and sections 113.1, 131-148 and 154.01 apply to the CRRF under the Canadian Race Relations Foundation Act.

2. Purpose
The purpose of the Finance and Audit Committee is:

• To perform all duties required of a Crown corporation’s Audit Committee under Clause 148 of Part X of the FAA relative to:
  • Financial reporting;
  • Internal audit;
  • The annual external audit performed by the OAG; and
  • The Special Examination performed periodically by the OAG
• To assist the Board to ensure fiscal responsibility and oversee financial planning, reporting and key financial policies and activities, including by:
  • Reviewing and recommending the CRRF’s annual budget, monitoring quarterly financial results and recommending amendments to the budget
  • Providing advice and making recommendations to the Board regarding significant financial policies and performing any role as may be prescribed to it under those policies
• To perform other functions as may be assigned to it by the Board, including those that may be required to oversee the CRRF’s fundraising activities.

3. Composition, Terms and Qualifications
The Committee shall be comprised of at least four (4) and not more than seven (7) voting members eligible to vote (the “Voting Members”), appointed by the Board on the recommendation of the Governance Committee. The Voting Members shall include:

• A Committee Chair, who shall be appointed by the Board from among the Board members on the recommendation of the Chairperson of the Board:
  • The Committee Chair shall also hold the title of Treasurer for the purpose of being listed in or signing official documents.
  • The Committee Chair shall sit as an ex officio, voting member of the Investment Committee.
• The Chairperson of the Board of Directors, who is an ex officio voting member of all committees;
• Members of the Board of Directors; and
• Up to two (2) external members, where additional expertise is deemed to be required and/or beneficial. Any external members shall be appointed for up to four (4) years, with an option to renew for one additional term of up to four (4) years.

The CRRF’s Executive Director is an ex officio, non-voting member of the Committee.

Representatives of the OAG—including the annual audit team and the examiners conducting any special examination (the “Auditor and/or Examiner”)—are given notice of every meeting of the Committee and are entitled to attend and be heard at each meeting. It shall be normal practice for the Committee to hold an in-camera session with the representatives of the OAG at each meeting.

Terms
Each Voting Member shall continue to be a Member until a successor is appointed, unless the Member resigns, is removed by resolution of the Board or otherwise ceases to be a member of the Board.

Qualifications
The CRRF recognizes the importance of having members with financial literacy and expertise on its Finance and Audit Committee—ideally with at least one holding an accounting designation. Should those skills not exist among the appointed Directors, the Committee will endeavour to provide training to its members to optimize their ability to perform their duties and/or retain external expertise if required.

4. Roles and Responsibilities
The Finance and Audit Committee has the following primary roles and responsibilities:

• Financial Reporting:
  • Assisting the Board to fulfill its responsibility for the accuracy and integrity of the Foundation’s financial reports by reviewing and advising the Board on the audited year-end financial statements that are to be included in the CRRF’s annual report. This includes an examination of the Management Discussion and Analysis (the “MD&A”), which is part of the annual financial reporting to Parliament.
• External Audit:
  • Reviewing and commenting on the OAG’s plan for the year-end attest audit, which examines the CRRF’s financial statements, accounts and records.
  • Reviewing and advising the Board with respect to the OAG’s report on its year-end audit.
  • Ensuring management has plans in place to respond to any recommendations resulting from the OAG’s annual audit and monitoring the implementation of those plans.
• Internal Audit:
  • Approving the internal audit plan and overseeing internal audits conducted by the CRRF.
  • Ensuring management has plans in place to respond to any recommendations resulting from internal audits and monitoring the implementation of those plans.
• Special Examinations:
  • During any special examinations conducted by the OAG, reviewing, and advising the Board on the OAG’s plan for and report on the special examination.
  • Ensuring management has plans in place to respond to any recommendations resulting from special examination and monitoring the implementation of those plans.
• Budgets and in-year Financial Performance Monitoring:
  • Reviewing and recommending the Board’s approval of the CRRF’s annual budget, including satisfying itself that it is aligned with the CRRF’s strategic and business plans.
  • Reviewing and advising the Board with respect to the quarterly variance reports and recommending any necessary amendments to the budget on the advice of management.
  • Receiving electronic copies of the un-audited quarterly financial statements to be posted on the CRRF website.
• Financial Policies:
  • Providing advice and making recommendations to the Board regarding significant financial policies and performing any role as may be prescribed to it under those policies.
• Liaison with the Investment Committee:
  • Identify and advise the Investment Committee of any potential requirements for funds to be transferred from the Endowment Fund to the CRRF if it has limited other financial options or access to resources to carry out its core purposes and operations.
• Risk Management and Internal Controls:
  • Oversee and hold management accountable for the CRRF’s risk management framework and internal control systems.
• To perform other functions as may be assigned to it by the Board, including those that may be required to oversee the CRRF’s fundraising activities.

5. Frequency of Meetings
The Committee shall meet in accordance with the schedule established by the Board for its meetings and those of its committees—so long as the schedule meets the CRRF’s statutory obligations—or as required at the call of the Chair of the Committee. Consistent with the FAA, the Auditor and/or Examiner or any member of the Committee may also call a meeting of the Committee if circumstances warrant.

6. Quorum and Voting
A majority of the Committee members constitutes a quorum at any meeting of the Committee. Each member eligible to vote shall have one vote.

Questions shall be decided by a majority of votes cast. In case of an equality of votes on a question, the Committee Chair shall have the right to cast a second vote. If the Committee Chair does not cast a second vote, the question shall be deemed defeated.

Should there be a requirement for an electronic vote between meetings, a quorum shall be constituted when at least two-thirds of the members eligible to vote cast a vote by email. Any action taken by such electronic means shall be recorded into the minutes of the next duly convened meeting of the Committee.

7. Reimbursement of Expenses
Committee members will be reimbursed in accordance with the CRRF’s Payment of Honoraria and Travel Expenses to Directors Policy.

Canadian Race Relations Foundation (“CRRF”)
Bylaw No. 9
Governance Committee Terms of Reference

Effective Date: November 21, 2023, by resolution of the Board of Directors
Review schedule: At least every three years
Previous versions:
– Approved by Board of Directors – September 22, 2013
– Amended by Board of Directors – April 19, 2020
– Further amended – July 10, 2020

1. Introduction
   The Governance Committee (the “Committee”) is a standing committee of the Board of Directors (the “Board”) of the Canadian Race Relations Foundation (the “CRRF”; the “Foundation”). As such, it is part of the governance framework within which the Board, assisted by its committees, directs and oversees the affairs of the Foundation.
   
   As a standing committee, the Committee reports to the Board, which is ultimately responsible for the Foundation’s governance; the Committee has no independent decision-making capacity in its own right. 
2. Purpose
   The purpose of the Committee is to support the Board to develop and maintain a sound system of corporate governance, based on clearly defined roles, responsibilities, duties and delegations of authority that are consistent with best practices for a governance/policy board.
3. Composition and Terms
   The Committee shall be comprised of at least four (4) and not more than seven (7) members eligible to vote (the “Voting Members”), appointed by the Board on the recommendation of the Governance Committee. The Voting Members shall include:
   
   • A Committee Chair, who shall be appointed by the Board from among the Board members on the recommendation of the Chairperson of the Board;
   • The Chairperson of the Board, who is an ex officio voting member of all committees;
   • Members of the Board of Directors; and
   • Up to two (2) external members, where additional expertise is deemed to be required and/or beneficial, so long as the number of external members does not constitute a majority of Voting Members. Any external members shall be appointed for up to four (4) years, with an option to renew for one additional term of up to four (4) years.
     
     The Executive Director is an ex officio, non-voting member of the Committee.
     
     Each member of the Committee (the “Member”) shall continue to be a Member until a successor is appointed, unless the Member resigns, is removed by resolution of the Board or otherwise ceases to be a member of the Board.
4. Roles and Responsibilities
   The Committee’s primary roles are:
   
   1) Overseeing governance policies and procedures:
   
   a) To periodically review the CRRF’s bylaws and recommend amendments to the Board where required.
   b) To oversee the development and implementation the CRRF’s Governance Policy and review it according to an established schedule.
   c)To oversee the development and implementation the CRRF’s Conflict of Interest and Ethics Framework and review it according to an established schedule.
   d)To oversee the development and implementation for a schedule for the review of other corporate policies for which the Board is responsible; each specific policy may be reviewed by other committees depending on the topic.
   e) To regularly review Board processes and procedures with a view to continuously improving the effectiveness and efficiency of Board operations in line with best governance practices. This includes providing for:
   
   – Processes, procedures and structures being in place to ensure that the Board functions independently of management and without conflicts of interest; and
   – Seeing that the Board has access to the information it needs to exercise its responsibilities and make sound decisions.
   
   2) Supporting the government’s appointment process:
   
   a) To develop and maintain the Board Competency Profile to identify the desired skills, knowledge and experience required on the Board as they may evolve from time to time.
   b) To support the Chairperson to make recommendations to the Minister relative to Board appointments by assessing existing gaps against the requirements identified.
   c) To support the Chairperson relative to any advice sought by the Minister on the appointment of the Executive Director.
   
   3) On-boarding, orientation and continuous education:
   
   a) To ensure new appointees to the Board are appropriately welcomed and oriented to the CRRF’s history, mandate, strategic priorities, programs and governance framework.
   b) To promote and consider opportunities for ongoing training and education, making recommendations as appropriate.
   
   4) Committee structure and membership:
   
   a) To periodically review the terms of reference of all Board committees to ensure they reflect best practices and operational requirements.
   b) To make recommendations to the Board regarding the CRRF’s committee structure and appointments of Board members to committees.
   c) To consider the need for external members to be appointed to the CRRF’s Standing Committees, in consultation with those Committees and make recommendations to the Board as necessary.
   
   5) Monitoring the effectiveness of the CRRF’s governance:
   
   a) To assist the Board in developing and implementing the Board’s evaluation program.
5. Frequency of Meetings
   The Committee shall meet in accordance with the schedule established by the Board for its meetings and those of its committees or as required at the call of the Chair of the Committee.
6. Quorum and Voting
   A majority of the Voting Members constitutes a quorum at any meeting of the Committee. Each Voting Member shall have one vote.
   
   Questions shall be decided by a majority of votes cast. In case of an equality of votes on a question, the Committee Chair shall have the right to cast a second vote. If the Committee Chair does not cast a second vote, the question shall be deemed defeated.
   
   Should there be a requirement for an electronic vote between meetings, a quorum shall be constituted when at least two-thirds of the voting Members cast a vote by email. Any action taken by such electronic means shall be recorded into the minutes of the next duly convened meeting of the Committee.
7. Reimbursement of Expenses
   Members will be reimbursed in accordance with the CRRF’s Payment of Honoraria and Travel Expenses to Directors Policy.
8. Review
   The Governance Committee shall review its terms of reference every three years—or more frequently if required—as part of its triennial review of all committee terms of reference.

Canadian Race Relations Foundation (“CRRF”)
Bylaw No. 10
Investment Committee Terms of Reference

Effective Date: May 25, 2023, by resolution of the Board of Directors
Review schedule: At least every three years
Mandatory Review: Immediately upon any amendment to the Investment Policy Statement that affects the Committee’s roles and responsibilities
Previous versions:
– Approved by Board of Directors – September 22, 2013
– Amended by Board of Directors – April 19, 2020

1. Introduction
   The Investment Committee (the “Committee”) is a standing committee of the Board of Directors (the “Board”) of the Canadian Race Relations Foundation (the “CRRF”; the “Foundation”). As such, it is part of the governance framework within which the Board, assisted by its committees, directs, and oversees the affairs of the Foundation.
   
   As a standing committee, the Committee reports to the Board, which is ultimately responsible for the investment of the Foundation’s assets; the Committee has no independent decision-making capacity in its own right. 
2. Purpose
   The purpose of the Committee is to assist the Board in discharging its fiduciary duty for prudent oversight of the CRRF’s Endowment Fund (the “Fund”), which was established pursuant to Section 22 of the Canadian Race Relations Foundation Act (the “Act”).  More specifically, the Committee supports the Board in ensuring the Funds are being managed in accordance with the Investment Policy Statement (the “IPS”) as established and amended from time to time by the Board.
3. Composition and Terms
   Composition
   
   The Committee shall be comprised of at least four (4) and not more than six (7) voting members, as follows:
   
   i) The Chairperson of the Board of Directors of the CRRF;
   ii) The Chair of the Investment Committee of the CRRF, who shall be appointed by the Board;
   iii) The Chair of the Finance and Audit Committee of the CRRF;
   iv) Members appointed from among the members of the Board who should—to the extent possible given the make-up of the Board at the time—be financially literate and have knowledge or experience in financial and investment matters; and
   v) Qualified external members recommended by the Chair of the Committee and approved by the Board
   
   The CRRF’s Executive Director is an ex officio, non-voting member of the Committee.
   
   Terms
   
   Appointments to the Committee shall be made for terms of up to three years with up to one renewal of up to two years. In considering appointments to the Committee, the Board shall make every effort to provide for continuity and avoid multiple terms expiring simultaneously.
4. Quorum and Voting
   A majority of the Committee members constitutes a quorum at any meeting of the Committee. Each voting member shall have one vote. Questions shall be decided by a majority of votes cast. In case of an equality of votes on a question, the Committee Chair shall have the right to cast a second vote. If the Committee Chair does not cast a second vote, the question shall be deemed defeated. Notwithstanding the above, the Committee may not make a recommendation to the Board without a majority of Board members on the Committee voting in favor of the question.
   
   Should there be a requirement for an electronic vote between meetings, a quorum shall be constituted when at least two-thirds of the members eligible to vote cast a vote by email. Any action taken by such electronic means shall be ratified at the next duly convened meeting of the Committee and recorded into the minutes of that meeting.
5. Roles and Responsibilities
   The Committee’s primary roles are:
   
   – To advise the Board on the selection of the Investment Fund Manager (the “Manager”);
   – To regularly review the IPS and recommend any changes as required;
   – To obtain assurances and satisfy itself that the Fund is being managed in full compliance with the IPS, and that it is performing in accordance with any benchmarks and/or targets as may be established in the IPS.
   
   Section 6.2 of the IPS establishes the Committee’s specific responsibilities. Any amendment to the duties described in the IPS requires a consequential amendment to these Terms of Reference.
   
   The Investment Committee will be responsible to:
   
   a) maintain a reasonable understanding of legal and regulatory requirements and constraints applicable to the Portfolio with the advice of outside legal or professional advisors as appropriate;
   
   b) formulate recommendations to the Board regarding the selection, engagement or dismissal of the Manager;
   
   c) monitor the Portfolio’s performance and on a quarterly basis in the meeting of the Committee with at least 15 minutes to be assigned for in camera session;
   
   d) on an annual basis, review the Foundation’s IPS and recommend any appropriate amendments;
   
   e) formulate recommendations to the Board regarding the Manager’s mandate with such recommendations reflecting the provisions of this IPS;
   
   f) ensure that the Manager is apprised of any amendments to their mandates;
   
   g) inform the Manager of the timing and amount of any cash flows from the Portfolio as advised by the management of CRRF;
   
   h) instruct the Manager to exclude any asset, security or category of investment as governed by this IPS;
   
   i) in consideration of the Manager’s recommendations, take appropriate steps to ensure that the Portfolio is rebalanced, as necessary;
   
   j) every two years, review Manager’s performance and recommend extension of the advisory agreement, if deemed appropriate; and
   
   k) report the Committee’s activities to the Board.
   
   l) Should the market value of the Endowment Fund fall below the $24 million capital amount received (which is always possible with uncontrollable market developments), the Committee is expected to take the following course of action:
   
   – request, through the Chair of the Committee, an emergency meeting of the Committee to discuss the situation with the Manager and to consider what feasible course(s) of action may be deemed advisable;
   – apprise the Board, through the Chairperson, of the situation, and recommend any action that the Committee would deem advisable, and which would require the Board’s deliberation and approval;
   – monitor the Portfolio’s performance on a monthly basis.
6. Quarterly Review of Fund Performance and Frequency of Meetings
   The Investment Advisor shall provide the Committee, through the Corporate Secretary, with an electronic copy of the quarterly statements within one month after the end of the previous quarter.
   
   The Committee shall normally meet with the Investment Advisor at least three times a year in advance of the scheduled Board meetings, either in-person or via electronic means. The purpose of these meetings will be:
   
   – To review with the Investment Advisor the Fund’s performance and compliance with the IPS;
   – To consider any recommendations made by the Investment Advisor; and
   – At least once a year, to review the IPS.
   
   An in-camera session will be scheduled at the end of each of these two meetings without the Investment Advisor.
   
   Additional meetings may also be convened at the call of the Committee Chair or, on the request by a Committee member with a majority of the Committee members’ support.
7. Reimbursement of Expenses
   Committee members will be reimbursed in accordance with the CRRF’s Payment of Honoraria and Travel Expenses to Directors Policy.