Bylaws

Bylaw No. 1

Effective Date:	March 20, 2025, by resolution of the Board of Directors of the Canadian Race Relations Foundation
Review Schedule:	At least every three years
Previous Versions	Approved: Board of Directors, April 18, 1997Amended: Board Resolution via email: Dec. 23, 2016Amended: Board of Directors, April 19, 2020Amended: Board of Directors, November 21, 2023

Article 1
General

1.01.    Short Title
This Bylaw shall be known as and may be cited as “General Bylaw No. 1 of the Canadian Race Relations Foundation.”

1.02.    Interpretation
In this Bylaw and all other bylaws of the Canadian Race Relations Foundation, words in the singular shall include the plural and vice versa; the use of any gender, be it masculine, feminine or gender neutral, shall include all genders.

1.03.    Definitions
Unless the context otherwise specifies or requires:

(a) Act means the Canadian Race Relations Foundation Act, S.C. 1991, c. 8, including any Regulations made pursuant to the Act and any statute or Regulations that may be substituted, as amended from time to time.
(b) Board means the Board of Directors of the Canadian Race Relations Foundation.
(c) bylaw(s) means any bylaw(s) of the Canadian Race Relations Foundation as adopted by the Board and as amended from time to time; when capitalized in this document, Bylaw means the General Bylaw No. 1 of the Canadian Race Relations Foundation.
(d) Chairperson means the Chairperson of the Board.
(e) director means a member of the Board, appointed pursuant to section 6 (1) of the Act.
(f) Executive Director means the Executive Director of the Foundation, who is also the CRRF’s Chief Executive Officer in accordance with section 9 of the Act.
(g) FAA means the Financial Administration Act, R.S.C., 1985, c. F-11.
(h) Foundation means the Canadian Race Relations Foundation.
(i) Minister means the member of the Queen’s Privy Council for Canada designated as the Minister for the purposes of the Canadian Multiculturalism Act.
(j) Corporate Policies means the corporate or governance policies approved by the Board in accordance with section 2.03(c) of this Bylaw.
(k) person includes an individual, sole proprietorship, partnership, unincorporated association, body corporate, and a natural person.

1.04.    Principal Office
The principal office of the Foundation shall be located in the Municipality of Metropolitan Toronto, Ontario.

1.05.    Seal
The Foundation’s seal, if any, shall be in the form determined by the Board.

Article 2
Board of Directors

2.01.    Composition and Terms of Office

(a) The Board consists of a Chairperson and not more than 11 other directors that are appointed by the Governor in Council, on the recommendation of the Minister, pursuant to section 6 (1) of the Act. Individuals appointed to the Board must have knowledge or experience that will assist the Foundation in fulfilling its purpose.
(b) Each director shall be an individual who is not less than eighteen (18) years of age. No person who is an employee of the Foundation, has been declared by a court in Canada or elsewhere to be incapable, who has the status of a bankrupt, or who is an “ineligible individual”, as defined in the Income Tax Act, shall be a director.
(c) The terms of office for the Chairperson and each director are as established by the Governor in Council but shall not exceed four (4) years.
(d) Directors are eligible for reappointment to the Board in the same or another capacity.
(e) The Executive Director is a non-voting ex officio member of the Board.

2.02.    Resignation
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.

2.03.    Powers and Duties

(a) The Board shall manage the activities of the Foundation. The Board has all the powers and duties assigned to it under the Act, the FAA and any other applicable statute or regulation and shall exercise those powers and perform those duties.
(b) Where permissible and the Board deems it appropriate, the Board may delegate its powers and duties by way of by-law, policy or resolution.
(c) The Board may adopt, amend, or repeal such Corporate Policies and bylaws that are not inconsistent with this Bylaw relating to such matters as terms of reference of committees, duties of officers, Board code of conduct and conflict of interest as well as procedural and other requirements relating to the by-laws as the Board may deem appropriate from time to time. Any Corporate Policy or bylaw adopted by the Board will continue to have force and effect until amended, repealed, or replaced by a subsequent resolution of the Board.
(d) The Board shall oversee the stewardship of the Foundation’s investment portfolio, including the endowment fund established by the Act, in accordance with the terms and conditions set out in the Foundation’s Investment Policy Statement.

2.04.    Meetings of the Board

(a) The Board shall meet at least twice in each year.
(b) The Board shall meet at such times and places or by such feasible means as the Chairperson may determine.
(c) A meeting of the Board may be held by telephonic, electronic or other communications facility that permits all participants to communicate adequately with each other during the meeting. A person participating in a meeting by such means is deemed to be present at the meeting.
(d) The Board shall hold at least one in-person meeting in each year unless precluded by unforeseen circumstances.

2.05.    Notice of Meetings

(a) A Board meeting may be called by the Chairperson, or by the Vice-Chairperson if the Chairperson is absent or unable to act.
(b) 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.
(c) Notice of a meeting of the Board shall be given either in person, by telephone or by electronic means to each director not less than 48 hours before the meeting is to be held or be mailed to each director not less than ten (10) days before the meeting is to be held.
(d) The declaration of the Corporate Secretary that notice has been given pursuant to this By-law shall be sufficient and conclusive evidence of the giving of such notice.
(e) The accidental omission to give any notice or the non-receipt of any notice where the Foundation has provided notice in accordance with this Bylaw or any error in any notice not affecting its substance shall not invalidate any action taken at any meeting to which the notice pertained or otherwise founded on such notice.
(f) Any person may waive or abridge the time for any notice required to be given to such person, and such waiver or abridgement shall cure any default in the giving or in the time of such notice, as the case may be.

2.06.    Quorum and Voting

(a) A majority of the directors in office constitutes a quorum at a meeting of the Board.
(b) Each voting director shall have one vote, and votes need only be taken by ballot if requested by at least one voting director in attendance.
(c) Every question arising at any meeting of the Board is decided by a majority of the votes cast on the question.
(d) Questions are deemed to be decided once the chair of the meeting declares a resolution carried or defeated.
(e) In the event of an equality of votes, the chair of the meeting shall not cast a second vote, and the motion shall be deemed defeated.
(f) The Board or its committees may decide or approve a resolution by email or other electronic means. In the case of an electronic vote, a quorum shall be constituted when at least two-thirds of the directors eligible to vote cast a vote by email.

2.07.    Annual Public Meeting

(a) Pursuant to section 113.1 (1) of the FAA, the Foundation shall hold an annual public meeting within fifteen (15) months after the day on which the last preceding public meeting was held.
(b) Pursuant to section 113.1 (3) of the FAA, the Foundation shall publish a notice of the meeting at least thirty (30) days before the day on which the meeting is to be held. The notice shall indicate the location, if any, and the date and time of the meeting, the means of participating in the meeting and how copies of the Foundation’s most recent annual report may be obtained.
(c) Pursuant to section 113.1 (4) of the FAA, one or more directors and the Executive Director shall participate in the meeting to answer questions from the public.

2.08.    Committees of the Board

(a) Pursuant to sections 12 and 16 of the Act and section 148 (1) of the FAA, the Board shall establish committees to support it in carrying out its responsibilities.
(b) At a minimum, the Board shall establish:
      (i) An Executive Committee; and
      (ii) A Finance and Audit Committee.
(c) Other committees or advisory bodies as the Board deems necessary or appropriate may be appointed by the Board from time to time for such purposes and, subject to the Act, with such powers as the Board shall see fit.
(d) The chair of each committee shall be appointed by the Board from among the directors, on the recommendation of the Chairperson.
(e) The Board may appoint persons who are not directors to any committee except the Executive Committee and the Finance and Audit Committee, so long as those persons are not employees of the Foundation.
(f) In accordance with section 148 (1) the Finance and Audit Committee shall be comprised of at least three (3) directors who are not officers nor employees and may be comprised of other directors.
(g) The Executive Director is a non-voting ex officio member of each committee, except the Finance and Audit Committee, and may attend all committee meetings unless otherwise advised by the chair of said committee.
(h) The Chairperson shall be a voting member of all committees.
(i) In the event of an equality of votes in a committee meeting, the chair of the meeting shall not cast a second or casting vote and the motion shall be deemed defeated.
(j) Except for the Executive Committee, which may act on behalf of the Board between regular meetings in regard to powers delegated to it by the Board, committees have no independent decision-making authority. All committees shall report to the Board through the chairs of the respective committees.

Article 3
Corporate Officers

3.01.    Officers of the Foundation
The officers of the Foundation shall be the Chairperson, Vice-Chairperson, and Executive Director.

(a) The Board shall elect one of the directors, other than the Chairperson, to be Vice-Chairperson. If the Chairperson is absent or unable to act, or if the office of the Chairperson is vacant, the Vice-Chairperson may act as Chairperson. If the Vice-Chairperson is absent or unable to act as Chairperson, the Board may then appoint another director to exercise the duties and powers of the Chairperson.

(b) The Executive Director is appointed by the Governor in Council on the recommendation of the Minister, for a term not exceeding five (5) years. The Minister shall consult the Board before making any recommendation with respect to the appointment of the Executive Director. The Executive Director is eligible for re-appointment.

(c) The Executive Director shall be responsible for implementing the Foundation’s strategic plans and policies and shall supervise the day-to-day operations and administration of the Foundation. In accordance with the Act, the Executive Director 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. The Chief Executive Officer shall conform to all lawful directives given by the Board and shall at all reasonable times give to the Board all information it may require regarding the affairs of the Corporation.

(d) The officers of the Foundation shall perform their duties as detailed in the Board’s Corporate Policies, in particular the Governance Policy, and such other duties as the Board may require.

Article 4
Compensation and Indemnification

4.01.    Remuneration and Expenses

(a) In accordance with the Act, the Chairperson and other directors shall be paid such fees for their attendance at meetings of the Foundation and for the performance of other duties under the Act as the Governor in Council may fix.
(b) In accordance with the Act, the Executive Director, the Chairperson and other directors are entitled to be paid such travel and living expenses incurred by them in the performance of duties under this Act as the Governor in Council may fix.
(c) The salary and any other remuneration to be paid to the Executive Director shall be fixed by the Governor in Council.
(d) The Board may fix benefits for the Executive Director so long as such benefits do not constitute remuneration that is otherwise established by the Governor in Council.

4.02.    Indemnification of Directors and Officers

(a) 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:
      (i) the person acted honestly and in good faith with a view to the best interests of the Foundation or other corporation; and,
      (ii) 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.
(b) 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 above in section 4.02(a) of this Bylaw.

Article 5
Conflict of Interest

5.01.    Disclosure of Interest in Contract

(a) In accordance with the Act, a director or officer of the Foundation who
      (i) is a party to a material contract or proposed material contract with the Foundation, or
      (ii) 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 and shall not be entitled to vote in respect of said contract.
(b) Any such disclosure shall be made in accordance with the requirements of the Act and the Foundation’s Corporate Policy relating to conflicts of interest.

5.02.    Corporate Policy relating to conflicts of interest
The Board shall adopt a Corporate Policy relating to conflicts of interest, which shall include provisions respecting:

(a) who the policy applies to and the circumstances in which a conflict of interest might arise;
(b) the time when and the form and manner in which the disclosure of an interest (including an interest described in section 5.01 (a)) shall be made;
(c) the limitation on the participation of a director or officer who has made a disclosure of an interest in any proceedings respecting the matter that is the subject of the disclosure;
(d) such other rules, directions or procedures as the Board may specify from time to time.

Article 6
Financial Management and Administration

6.01.    Financial Year
The financial year of the Foundation is the period beginning on April 1st in one year and ending on March 31st in the following year.

6.02.    Auditors

(a) The auditors of the Foundation shall be the Office of the Auditor General of Canada.
(b) The books and records and financial transactions of the Foundation shall be audited annually by the Foundation’s auditors, in accordance with the FAA, and a report of the audit shall be made to the Board.

6.03.    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 Act, the FAA, the by-laws of the Foundation or by any applicable statute or Regulation are regularly and properly kept.

6.04.    Execution of Documents

(a) Deeds, transfers, assignments, contracts, 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. In addition, the Board may from time to time, either by resolution or Corporate Policy, direct the manner in which and the person or persons by whom a particular document or type of document shall be executed.
(b) 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, bylaw or other document of the Corporation to be a true copy thereof.

6.05.    Reports
Within four (4) 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.

Article 7
General

7.01.    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.

7.02.    Notice

(a) Where notice is required under any provision 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 committee member at his or her address as the same appears on the books of the Foundation.
(b) 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 letterbox.
(c) For the purpose of service of any notice the address of any director, officer or committee member shall be his or her last address as recorded in the books of the Foundation.
(d) Any director or officer may at any time waive any notice required to be given under the bylaws of the Foundation.

7.03.    Repeal and Amendment
The provisions of this Bylaw 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.

Bylaw No. 2: Executive Committee Terms of Reference

Effective Date:	June 17, 2025, by resolution of the Board of Directors
Review Schedule:	At least every three years
Previous Versions	Approved by the Board of Directors, September 22, 2013 Amended by Board of Directors, September 20, 2015 Further amended, April 19, 2020Further amended, November 21, 2023 Further amended March 20, 2025

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:

• 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:
• 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 not cast a second vote, and the motion 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 for costs associated with their attendance at meetings of the Committee in accordance with the CRRF’s Board Policy for Travel and Hospitality.

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.

Bylaw No. 3
Governance Committee Terms of Reference

Effective Date:	June 17, 2025, by resolution of the Board of Directors
Review Schedule:	At least every three years
Previous Versions	Approved by the Board of Directors, September 22-2023 Amended by the Board of Directors, April 19, 2020 Further amended, July 10, 2020Further amended, November 21, 2023Further amended, March 20, 2025

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:

Overseeing governance policies and procedures:

1. To periodically review the CRRF’s bylaws and recommend amendments to the Board where required.
2. To oversee the development and implementation the CRRF’s Governance Policy and review it according to an established schedule.
3. To oversee the development and implementation the CRRF’s Conflict of Interest and Ethics Framework and review it according to an established schedule.
4. 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.
5. 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.

Supporting the government’s appointment process:

1. 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.
2. To support the Chairperson to make recommendations to the Minister relative to Board appointments by assessing existing gaps against the requirements identified.
3. To support the Chairperson relative to any advice sought by the Minister on the appointment of the Executive Director.

On-boarding, orientation and continuous education:

1. To ensure new appointees to the Board are appropriately welcomed and oriented to the CRRF’s history, mandate, strategic priorities, programs and governance framework.
2. To promote and consider opportunities for ongoing training and education, making recommendations as appropriate.

Committee structure and membership:

1. To periodically review the terms of reference of all Board committees to ensure they reflect best practices and operational requirements.
2. To make recommendations to the Board regarding the CRRF’s committee structure and appointments of Board members to committees.
3. 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.

Monitoring the effectiveness of the CRRF’s governance:

1. 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 not cast a second vote, and the motion 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 for costs associated with their attendance at meetings of the Committee in accordance with the CRRF’s Board Policy for Travel and Hospitality.

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.

Bylaw No. 4
Finance and Audit Committee Terms of Reference

Effective Date:	June 17, 2025, by resolution of the Board of Directors
Review Schedule:	At least every three years
Previous Versions	Approved by the Board of Directors, September 22, 2013 Amended by Board of Directors, September 20, 2015Further amended, October 29, 2016Further amended, April 19, 2020Further amended, July 10, 2020Further amended, May 23, 2024Further amended, March 20, 2025

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

Composition
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.

In accordance with the FAA, all Committee Members must be Members of the Board of Directors and may not be officers or employees of the CRRF. For greater certainty, the Executive Director may be invited to attend meetings of the Committee but is not an ex officio member of the 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 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;
• Between two (2) and five (5) additional Members of the Board of Directors.

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.

4. Roles and Responsibilities

The Finance and Audit Committee has the following primary roles and responsibilities:

1. Financial Reporting
   1. 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.
2. External Audit
   1. Reviewing and commenting on the OAG’s plan for the year-end attest audit, which examines the CRRF’s financial statements, accounts and records.
   2. Reviewing and advising the Board with respect to the OAG’s report on its year-end audit.
   3. 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.
3. Internal Audit
   1. Approving the internal audit plan and overseeing internal audits conducted by the CRRF.
   2. Ensuring management has plans in place to respond to any recommendations resulting from internal audits and monitoring the implementation of those plans.
4. Special Examinations
   1. 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.
   2. Ensuring management has plans in place to respond to any recommendations resulting from special examination and monitoring the implementation of those plans.
5. Budgets and in-year Financial Performance Monitoring
   1. 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.
   2. 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.
   3. Receiving electronic copies of the un-audited quarterly financial statements to be posted on the CRRF website.
6. Financial Policies
   1. 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.
7. Liaison with the Investment Committee
   1. 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.
8. Risk Management and Internal Controls
   1. Oversee and hold management accountable for the CRRF’s risk management framework and internal control systems.
9. 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 not cast a second vote, and the motion 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

Members will be reimbursed for costs associated with their attendance at meetings of the Committee in accordance with the CRRF’s Board Policy for Travel and Hospitality.

Bylaw No. 5
Investment Committee Terms of Reference

Effective Date:	June 17, 2025, 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 the Board of Directors, September 22, 2013 Amended by the Board of Directors, April 19, 2020Further amended, May 25, 2023Further amended, March 20, 2025

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 seven (7) voting members, as follows:

• The Chairperson of the Board of Directors of the CRRF;
• The Chair of the Investment Committee of the CRRF, who shall be appointed by the Board;
• The Chair of the Finance and Audit Committee of the CRRF;
• 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
• 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 not cast a second vote, and the motion 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

Members will be reimbursed for costs associated with their attendance at meetings of the Committee in accordance with the CRRF’s Board Policy for Travel and Hospitality.

Bylaw No. 6
Human Resources Committee Terms of Reference

Effective Date:	June 17, 2025, by resolution of the Board of Directors
Review Schedule:	At least every three years
Previous Versions	Approved by the Board of Directors, September 22, 2013   Amended by the Board of Directors, November 21, 2023 Further amended, March 20, 2025

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 not cast a second vote, and the motion 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 for costs associated with their attendance at meetings of the Committee in accordance with the CRRF’s Board Policy for Travel and Hospitality.

 

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.