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 an ex officio member of all committees. In the event of an equality of votes in a committee meeting, the Chairperson of the Foundation votes.
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 bylaws 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

Canadian Race Relations Foundation
By-law No. 2
Conflict of Interest Guidelines

APPLICATION: TO DIRECTORS AND MEMBERS OF ANY DULY CONSTITUTED COMMITTEE AND ADVISORY COMMITTEE OF THE CANADIAN RACE RELATIONS FOUNDATION

FOREWORD: These guidelines are based on the Conflict of Interest Act and are solely administered by the Canadian Race Relations Foundation. The Conflict of Interest and Ethics Commissioner’s Office is responsible for providing advice and guidance with respect to the Conflict of Interest Act.

I. Principles

In addition to the Conflict of Interest Act, all members of the Board, including the Chair, and all members of duly constituted committees and advisory committees are subject to the principles as set out below:

1. Ethical Standards
   Members shall act with honesty and uphold the highest ethical standards so that public confidence and trust in the integrity, objectivity and impartiality of the Foundation are conserved and enhanced.
2. Public Scrutiny
   Members have an obligation to perform their official duties and arrange their private affairs in a manner that will bear the closest public scrutiny, an obligation that is not fully discharged by simply acting within the law.
3. Decision-Making
   Members, in fulfilling their official duties and responsibilities, shall make decisions in the public interest and with regard to the merits of each case.
4. Private Interests
   Members shall not have private interests, other than those permitted pursuant to the Conflict of Interest Code, that would be affected particularly or significantly by Foundation actions in which they participate.
5. Public Interest
   On appointment to office, and thereafter, members shall arrange their private affairs in a manner that will prevent real, potential or apparent conflicts of interest from arising, but if such a conflict does arise between the private interests of a member and the official duties and responsibilities of that member, the conflict shall be resolved in favour of the public interest.
6. Gifts and Benefits
   Members shall not solicit or accept transfers of economic benefit, other than incidental gifts, customary hospitality, or other benefits of nominal value, unless the transfer is pursuant to an enforceable contract or property right of the member.
7. Preferential Treatment
   Members shall not step out of their official roles to assist private entities or persons in their dealings with the Foundation where this would result in preferential treatment to any person.
8. Insider Information
   Members shall not knowingly take advantage of, or benefit from, information that is obtained in the course of their official duties and responsibilities and that is not generally available to the public.
9. Foundation Property
   Members shall not directly or indirectly use, or allow the use of, Foundation property of any kind, including property leased from the Foundation, for anything other than officially approved activities.
10. Post-Appointment
    Members shall not act, after they leave public office, in such a manner as to take improper advantage of their previous office.
11. Paid Employment
    Current Directors of the Board and members of the constituted committees and advisory committees of the Foundation are not eligible to apply for the position of Executive Director or other staff positions of the Foundation without first resigning from the Board and the committees.

APPLICATION:

In the application of these By-laws, it must be recognized that members have been appointed because of their professional involvement in activities related to the mandate of the Foundation.

A) Confidential Report

As soon as practicable after appointment, all members must make a confidential report in writing to the Corporate Secretary setting out any private interests they consider might place them in a real, potential or apparent conflict of interest. The reports should include any corporate interests that members consider might place them in a conflict situation.

Members must update their confidential reports whenever changes in their circumstances warrant it and review them annually.

In keeping with the duty of Board members and committee members to disclose conflicts of interest, any Board member or committee member who receives compensation either directly or indirectly from the Minister responsible for reporting on the affairs of the Foundation must disclose such conflict to the Board for the Board’s consideration. The Board will consider the appropriate course of action in such circumstances on a case-by-base basis.

The Chair should also seek the advice of the Conflict of Interest and Ethics Commissioner on the application of the rules of the Conflict of Interest Act to his or her situation.

Definitions: A member’s private interests include but are not limited to assets, income, and liabilities, as well as activities other than work for the Foundation and regular employment. A member’s corporate interests are based on the activities and objectives of the corporation, association or other type of entity in which the member is employed, including any organizations closely related to it, such as subsidiaries.

B) Secretary’s Role

The Chairperson or the Executive Director or any other Board member or qualified individual designated by them to carry out these duties, is responsible for advising members concerning appropriate measures to resolve situations where a real, potential or apparent conflict of interest may arise with respect to their private and corporate interests. The Conflict of Interest and Ethics Commissioner may be consulted if need be.

The Chairperson or the Executive Director or any other Board member or qualified individual designated by them to carry out these duties will work with the Chairperson to organize meetings and the flow of information to ensure that conflicting situations are avoided.

C) Implementation Measures

Making Decisions

When the Board or any constituted committee is making decisions, which could provide a benefit to a member’s private interests (other than a benefit enjoyed by a broad class of individuals), the member should withdraw from deliberations altogether.

The same rule applies with the Board or any constituted committee is considering making decisions that could provide a direct benefit for the member’s corporate interests.

However, when the Board or any constituted committee is making decisions that could provide some benefit to a member’s corporate interests, but broad sectorial issues are also at stake, the member may declare the interest to the other participants, contribute to the discussion, but withdraw from final decision-making and voting.

Proposals

Proposals received by the Foundation from organizations identified with member of the Board and any constituted committee are acceptable; however, members must not be personally involved in developing or supporting proposals from their organizations.

D) Further Documentation

Members must, as soon as practicable after appointment, certify to the Board Secretary that they agree to comply with the provisions of these guidelines as a condition of holding office.

Declarations of private or corporate interests at meetings, as well as subsequent withdrawals, will be recorded in minutes of meetings.

APPENDIX TO BY-LAW NO.2

Rules

All members of the Board, including the Chair, and all members of duly constituted committees and advisory committees, are subject to the rules as set in Part 1 & 2 as well as the Post-Employment rules as set out in Part 3 of the Conflict of Interest Act:

• Every public office holder shall arrange his or her private affairs in a manner that will prevent the public office holder from being in a conflict of interest (section 5);
• No public office holder shall make a decision or participate in making a decision related to the exercise of an official power, duty or function if the public office holder knows or reasonably should know that, in the making of the decision, he or she would be in conflict of interest (subsection 6(1));
• No public office holder shall, in the exercise of an official power, duty or function, give preferential treatment to any person or organization based on the identity of the person or organization that represents the first-mentioned person or organization (section 7);
• No public office holder shall use information that is obtained in his or her position as public office holder and that is not available to the public to further or seek to further the public office holder’s private interests or those of the public office holder’s relatives or friends or to improperly further or seek to improperly further another person’s private interest (section 8);
• No public office holder shall use his or her position as a public office holder to seek to influence a decision of another person so as to further the public office holder’s private interest or those of the public office holder’s relatives or friends or to improperly further another person’s private interests (section 9);
• No public office holder shall allow himself or herself to be influenced in the exercise of an official power, duty or function by plans for, or offers of, outside employment (section 10);
• No public office holder or member of his or her family shall accept any gift or other advantage, including from a trust, that might reasonably be seen to have been given to influence the public office holder in the exercise of an official power, duty or function (section 11);
• No public office holder who otherwise has the authority shall, in the exercise of his or her official powers, duties and functions, enter into contract or employment relationship with his or her spouse, common-law partner, child, sibling or parent (section 14);
• No public office holder shall personally solicit funds from any person or organization if it would place the public office holder in a conflict of interest (section 16);
• No public office holder shall take any action that has as its purpose the circumvention of the public office holder’s obligations under the Act (section 18);
• A public office holder shall recuse himself or herself from any discussions, decision, debate or vote on any matter in respect of which he or she would be in a conflict of interest (section 21).

POST-EMPLOYMENT

• No former public office holder shall act in such a manner as to take improper advantage of his or her previous office (section 33);
• No former public office holder shall act for or on behalf of any person or organization in connection with any specific proceeding, transaction, negotiation or case to which the Crown is a party and with respect to which the former public office holder had acted for, or provided advice to, the Crown (subsection 34(1)));
• No former public office holder shall give advice to his or her client, business associate or employer using information that was obtained in his or her capacity as a public office holder and is not available to the public (subsection 34(2))).

Approved at Board of Directors Meeting, Number 37
May 3-4, 2008, Calgary AB

Addendum to
The Canadian Race Relations Foundation By-law No. 2
Conflict of Interest Guidelines

When any application for any grant or recommendation for an award is under consideration by the Foundation or any panel or committee of the Foundation, any member of the Foundation’s board (or of such panel or committee) who is in a material way associated with the application or the organization or individual interested in such grant. shall:

• In the Foundation where he/she was appointed by the Governor in Council:
  • disclose his/her interest and not vote upon such application or award;
  • refrain from attempting directly or indirectly to influence the decision of the granting institution, panel or committee; and
  • withdraw from any meeting during discussion of the application or award.

• In the organization to which he/she is associated that is submitting an application:
  • Ensure that his/her name is not on the written request.
  • Withdraw from any meeting during discussion of the application.
  • Ensure that the minutes of the meeting where the application was discussed reflect the above.
  • Act in the same manner for any meeting where funding from the federal government is discussed.
  • Ensure that he/she does not knowingly take advantage of, or benefit from, infonnation that is obtained in the course of his official duties and responsibilities as Governor in Council appointee, and that is not generally available to the public.

Approved November 5, 1998 by t11c Board of Directors.

Canadian Race Relations Foundation (“CRRF”)
Bylaw No. 4
NAJC Representative

PREAMBLE

1. The Canadian Race Relations Foundation (CRRF) was created as a direct result of the Japanese Redress Agreement between the National Association of Japanese Canadians (NAJC) and the Government of Canada.
2. In order to preserve and maintain the unique connection with the NAJC, the Board of Directors of the CRRF may from time to time designate an NAJC Representative to the Board in accordance with the provisions of this By-Law.

DESIGNATION

3.
(1) The Board of Directors shall not designate an NAJC Representative to the Board without prior consultation with the National Association of Japanese Canadians (NAJC).
(2) A person designated as an NAJC Representative under Subsection (1) hereof has no vote, unless the person so designated is also a Director appointed by the Governor in Council under Sections 6 and 7 of the Canadian Race Relations Foundation Act.

FUNCTIONS

4. An NAJC Representative shall:

(1) provide input on the ongoing evolution of CRRF;
(2) give advice, where appropriate, relating to the initial mandate as envisioned by the NAJC;
(3) advise on practical ways to maintain the meaningful historical tie between NAJC and CRRF;
(4) help the CRRF to adhere to its purpose and to maintain its independent voice on matters related to racial discrimination and race relations in Canada;
(5) advise on ways to promote and strengthen bipartite and multipartite cooperation involving NAJC and other organizations;
(6) serve as a communication link to and from NAJC;
(7) promote and publicize the work of CRRF where feasible and appropriate;
(8) provide input and advice to the Board at meetings; and
(9) give such assistance as may be requested by the Board from time to time.

TERM

5.
(1) The Board of Directors may designate a person as an NAJC Representative under Subsection 3. (1) hereof for a term, not exceeding four years.
(2) The Board of Directors may, with prior consultation with the NAJC, designate an NAJC Representative for further terms not exceeding four years in each instance.
(3) Designated NAJC representative may be removed for cause by resolution of the Board upon consultation with the NAJC.

EXPENSE REIMBURSEMENT

6. An NAJC Representative who is not a Director will receive remuneration for travel, accommodation and per diem expenses for the days he/she is invited to attend the Board and/or Committee meetings as per Treasury Board Guidelines.

APPROVAL

7. This By-Law is approved by Board of Directors on September 20, 2008.

Approved, September 20, 2008, #38 Board Meeting, Burnaby, BC

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

1. COMPOSITION
   The Committee shall be comprised of a minimum of three members of the Board of Directors of the CRRF (the “Board”) as follows:
   
   • The Chairperson of the Board, who shall be the Chair of the Committee
   • The Vice-Chairperson
   • Board members are appointed by resolution of the Board from among the Chairpersons of the standing committees;
   • The Executive Director is an ex-officio member of the Committee and shall, unless otherwise advised by the Chair of the Committee, attend all meetings of the Committee.
2. TERM
   Each member of the Committee shall continue to be a Committee 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.
3. PURPOSE
   The Committee is a standing committee and will exercise all powers and perform all duties of the Board when the Board is not in session to ensure the orderly flow of Board business and Foundation affairs, subject to the restriction that any approval by the Committee of capital expenditures of an extraordinary nature must be approved by the Board and subject to any restrictions which may be imposed upon the Committee from time to time by the Board.
4. SPECIFIC RESPONSIBILITIES
   The Committee in carrying out its specific responsibilities shall:
   
   • Act on behalf of the Board and perform all duties of the Board between Board meetings to handle time-sensitive matters and issues and to implement decisions when appropriate;
   • Monitor the progress of the Foundation’s Strategic and Business Plan and to recommend possible modifications;
   • Collaborate with other CRRF Standing Committees when appropriate;
   • Receive management reports and reports of other CRRF Standing Committees between Board meetings;
   • Recommend list of items to be included in Board meeting agenda prior to each Board meeting; and
   • In response to international requests on a case by case basis, provide information on issues and best practices relating to race relations in Canada.
5. REPORTING RELATIONSHIP
   The Committee shall report to the Board through the Committee Chair at each Board meeting on all of its proceedings since the last meeting of the Board.
6. FREQUENCY OF MEETINGS
   The Committee shall meet as required at the call of the Chair of the Committee.
7. EXPENSE REIMBURSEMENT
   Committee members will be reimbursed in accordance with the CRRF’s Policy – Payment of Honoraria and Travel Expenses to Directors.

Approved by Board of Directors – September 22, 2013
Amended by Board of Directors – September 20, 2015
Amended by Board of Directors – April 19, 2020

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

1. COMPOSITION
   The Committee shall be appointed by resolution of the Board and be comprised of up to five members, with the majority of the members being the Board of Directors of the CRRF (the “Board”). External members will be selected based on regional representation, knowledge, expertise and experience in human resources, race relations, social justice or other relevant professional qualifications. A Board member shall Chair the Committee and the Board Chairperson shall be an ex-officio member of the Committee.
2. TERM
   Each member of the Committee shall continue to be a Committee 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.
3. PURPOSE
   The Committee is a standing committee of the Board responsible to monitor and review the CRRF’s human resource policies, procedures and practices.
4. SPECIFIC RESPONSIBILITIES
   The Committee in carrying out its specific responsibilities shall:
   
   • Review periodically the Human Resources Policy and Employee Conflict of Interest Code and recommend changes, as appropriate, to the Board;
   • Assist the Board Chairperson in managing the annual performance agreement and 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;
   • Where appropriate, search for suitable candidates should the Executive Director position become vacant;
   • Serve as arbiters in any grievance procedure as outlined in the Human Resources Policy; and
   • Receive information on any termination of staff.
5. REPORTING RELATIONSHIP
   The Committee shall report to the Board through its Chair.
6. FREQUENCY OF MEETINGS
   The Committee shall meet at least once every 6 months and otherwise as required at the call of the Chair of the Committee.
7. EXPENSE REIMBURSEMENT
   Committee members will be reimbursed in accordance with the CRRF’s Policy – Payment of Honoraria and Travel Expenses to Directors.

Revised and approved – #55 Board meeting, Sept 21-22, 2013

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

1. COMPOSITION
   The Committee shall be comprised of three to five persons of whom the majority shall be members of the Board of Directors of the CRRF (the “Board”), as follows:
   • Two to four persons appointed by resolution of the Board.
   • The Chairperson of the Board shall be an ex-officio member of the Committee.
   • Whenever the title “Treasurer” is used in official documents, the Chair of the Finance and Audit Committee will sign or be listed in this capacity.
2. TERM
   Each member of the Committee shall continue to be a Committee 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.
3. PURPOSE
   The Committee is a standing committee of the Board responsible to ensure fiscal responsibility, to oversee financial activities of the Foundation and to receive Investment Reports, to advise the Board on financial policies and to review, amend and recommend approval of budgets.
   
   In addition, the Committee is to provide strategic directions and advice on the CRRF fundraising strategy and activities in order to raise the financial resources required for the CRRF to pursue its vision.
4. SPECIFIC RESPONSIBILITIES
   The Committee in carrying out its specific responsibilities shall:
   
   • Develop and annually review appropriate policies and procedures regarding fundraising;
   • Review and evaluate the CRRF’s long-term fundraising strategy and annual operational plan for fundraising, and make recommendations to the Board as required, including;
     • develop a fundraising, major gift acceptance and development policy
     • strike a standing fundraising sub-committee under the Finance and Audit Committee to examine strategies for annual fund development
     • determine timelines, required human resources, annual budget allocation from CRRF’s unrestricted fund to support fund development and fundraising activities
     • allocate an annual percentage of unrestricted charitable gifts received to increase the Endowment Fund above $24,000,000;
   • Monitor and report to the Board at agreed milestones on the implementation of the annual operational plan for fundraising;
   • Explore ways of enlarging the CRRF’s endowment funds;
   • Recommend future directions and initiatives for fundraising activities at the CRRF;
   • Review quarterly the financial status of the CRRF and the adequacy of the Endowment Fund in consultation with the Investment Committee;
   • Liaise with the Investment Committee regarding the CRRF Endowment Fund and Reserve Fund including;
     • recommend the utilization of income from the Endowment Fund for operating expenses if the capital of the fund has depreciated below its statutory level (i.e. below $24,000,000) due to unusual market fluctuations and unexpected economic downturns ii. recommend the transfer from restricted fund to unrestricted fund at any point when the foundation is left with limited financial options or limited access to resources to carry out its core purposes and operations”;
   • Report with respect of CRRF Endowment Fund and Reserve Fund at every Board meeting;
   • Assist the Executive Director in the preparation of annual budgets;
   • Review and recommend approval of annual budgets;
   • Determine when a revised budget is necessary and will recommend accordingly to the Board;
   • Receive and review quarterly budget variance report;
   • Monitor the financial status of specific activities or projects as the need to monitor is determined from time to time by the Board;
   • Develop and review policies, guidelines and procedures on financial matters and will recommend changes where warranted;
   • Meet with auditors to discuss the financial statements of the CRRF and shall make such recommendations as it shall consider necessary or advisable with respect to changes in the presentation of the audited financial statements;
   • Receive and review the audited financial statements of the CRRF prior to presentation to the Board;
   • Recommend the appointment of auditors annually;
   • Provide advice to the Executive Director and the Chief Financial Officer on financial matters;
   • Advise the Board on specific matters relating to financial exigencies
   • In addition to any delegation specifically contemplated hereby, the Committee may delegate such of its other duties and responsibilities as it from time to time thinks fit and as permitted by law, and shall undertake such supervision as it deems appropriate to ensure that such duties and responsibilities are satisfied; and
   • Oversee the internal audit function including:
     • select the internal auditor
     • approve the subject of the annual internal audit
     • approve terms of reference for the internal audit
     • report to the board issues involving the performance of the internal audit function.
5. REPORTING RELATIONSHIP
   The Committee shall report to the Board through its Chair.
6. FREQUENCY OF MEETINGS
   The Committee shall meet at least quarterly and otherwise as required at the call of the Chair of the Committee.
7. EXPENSE REIMBURSEMENT
   Committee members will be reimbursed in accordance with the CRRF’s Policy – Payment of Honoraria and Travel Expenses to Directors.

Amendments:

Approved by Board of Directors’ resolution 55.12 on September 22, 2013
Amended by Board of Directors’ resolution 61.10 & 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 73.13 on July 10, 2020
Amended – #75 Board meeting, July 10, 2020

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

1. COMPOSITION
   The Committee shall be appointed by resolution of the Board and be comprised of a minimum of three and a maximum of six members, with the majority of the members being the Board of Directors of the CRRF (the “Board”). External members will be selected based on regional representation, knowledge, expertise and experience in governance issues, race relations, social justice or other relevant professional qualifications. A Board member shall chair the Committee and the Board Chairperson shall be an ex-officio member of the Committee.
2. TERM
   Each member of the Committee shall continue to be a Committee 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.
3. PURPOSE
   The Committee is a standing committee of the Board responsible for:
   
   • Ensuring appropriate corporate governance and proper delineation of roles, duties and responsibilities of management, the Board and its Committees;
   • Developing the CRRF’s system of corporate governance;
   • Monitoring the effectiveness of the CRRF’s system of corporate governance;
   • Developing and implementing orientation procedures for new directors;
   • Establishing procedures for assessing the effectiveness of the Board, Chairperson of the Board, Vice-Chairperson of the Board, individual Directors, Board Officers, Committees, and Chairs of the Committees.
4. SPECIFIC RESPONSIBILITIES
   The Committee in carrying out its specific responsibilities shall:
   
   Processes and Policies
   a) Ensure that appropriate processes are established and followed by the Board to fulfill its responsibility for oversight of strategic direction and review of ongoing results of operations;
   b) Review and advise the Board on the CRRF strategic policies and other relevant policies associated with ensuring an effective system of corporate governance;
   
   Evaluation
   a) Assist the Board in assessing and evaluating Board, Chairperson, and Directors’ performance;
   
   Succession Plan
   a) Ensure that an effective Executive Director succession plan is in place, including emergency succession;
   
   Reporting
   a) Ensure reporting on corporate governance as required by public disclosure requirements;
   
   Board Meetings
   a) Establish procedures for Board meetings and otherwise ensure that processes, procedures and structures are in place to ensure that the Board functions independently of management and without conflicts of interest;
   
   Board Relations with Management
   a) Assist in the proper delineation of the roles, duties and responsibilities of management and the Board, and delegation of authority by the Board to Committees of the Board and to management;
   b) Monitor the quality of the relationship between management and the Board and recommend improvements where necessary for ensuring an effective and appropriate working relationship;
   
   Board and Committee Structure and Membership
   a) Review the mandates of the Board Committees and recommend appropriate changes where necessary;
   b) To ensure that the relevant Board and Committee profiles and selection criteria are current.
   c) To develop and review the Board competency profile and determine the gap and identify skills needed for the organization and make recommendations to the Chairperson according to organizational needs in anticipation of advice seeking from the government in relation to new GIC appointments to the CRRF.
   d) Recommend to the Board allocation of Directors to the various Committees;
   e) Maintain an orientation program for new members of the Board;
   f) Promote educational programs for Directors;
   g) To monitor the expiration dates of the terms of office of Directors, or as the positions otherwise become vacant, and to ensure that nominations for Standing and Advisory Committees are submitted to the Board in sufficient time for consideration, approval and recommendation by the Board.
   h) To assist the Board in identifying suitable qualifications/roles for the positions of Executive Director, Chairperson of the Board, Vice-Chairperson, Directors, and recommend these matters to the Board or Chairperson in accordance with the established Director competency profile and selection criteria for such positions.
   
   General
   a) Receive and consider any concerns of individual Directors related to governance matters; and
   b) Undertake such other initiatives as are needed to help the Board deliver exemplary corporate governance.
5. REPORTING RELATIONSHIP
   The Committee shall report to the Board through the Committee Chair.
6. FREQUENCY OF MEETINGS
   The Committee shall meet at least once every six months and otherwise as required at the call of the Chair of the Committee.
7. EXPENSE REIMBURSEMENT
   Committee members will be reimbursed in accordance with the CRRF’s Policy – Payment of Honoraria and Travel Expenses to Directors.

Revised and approved – #55 Board meeting, Sept 21-22, 2013
Amended – #73 Board meeting, April 18-19, 2020
Further amended – #75 Board meeting, July 10, 2020

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

1. Composition
   The Committee shall be comprised of at least three persons, of whom the majority should be
   Board members, as follows:
   
   a. The Chairperson of the Board of Directors of the CRRF;
   b. The Chair of the Finance and Audit Committee of the CRRF;
   c. The Chair of the Investment Committee as appointed by the Board;
   d. Appointed Board members; and
   e. Qualified external members recommended by the Chair of the Investment Committee
   and approved by the Board
2. Qualifications
   A member of the Committee who is not the Board Chairperson or Chair of the Finance and
   Audit Committee should have experience and expertise in investment matters.
3. Term
   Each member of the Committee shall continue to be a Committee 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, with a view to ensuring, as far as possible, consistency
   and constancy in portfolio oversight.
4. Purpose
   The Committee is a standing committee of the Board and makes recommendations to the
   Board discharging its fiduciary responsibility over prudent oversight of the CRRF’s
   Endowment Fund, which is currently comprised of a Restricted Fund and an Unrestricted
   Fund (referred to as “Funds” hereafter). The Committee’s mandate and actions are governed
   by the Canadian Race Relations Foundation Act (Act) and CRRF Investment Policy Statement
   (IPS).
5. Specific Responsibilities
   The Committee in carrying out its specific responsibilities shall:
   
   a. Monitor, on a quarterly basis, performance by the investment advisor(s) and fund
   manager(s) of their obligations in respect of the investments and as part of its regular
   reports to the Board shall make such recommendations as it considers necessary or
   advisable with respect thereto;
   
   b. Review the performance of the fund investments at least quarterly, and as necessary and
   desirable and in accordance with the prescribed objectives of the investments, and shall
   make recommendations to the Board regarding any changes to the proportion of the
   Funds to be invested, bench marks, asset mix, risk characteristics, etc.;
   
   c. Review the IPS on an annual basis to ensure it is consistent with the Act and best
   practices to support the mandate of the CRRF. Recommend changes to the IPS as necessary for Board approval. Advise on and ensure that the fund investment strategy is within IPS guidelines;
   
   d. As part of the Committee’s oversight of an external investment manager(s), review the manager’s asset allocation, investment selection process and recommendations to ensure consistency with the IPS.;
   
   e. Advise and make recommendations to the Board regarding the selection of investment adviser and fund managers; Present to the Board of Directors of the CRRF for approval by the Board any changes or recommendations related to the investment of the Funds; and ensure that the oversight of the Endowment is aligned with the requirements of the Canadian Race Relations Foundation Act; supports the near-term operational funding needs of the CRRF; and support the long-term mandate(s) of the CRRF; Seek to maintain and improve the financial health of the CRRF, and when appropriate, to liaise with other Committees of the Board;
   
   f. Review the portfolio forecasted investment return against expected. Determine, if any, modifications are required to the portfolio to support medium-term operational needs. Communicate the forecasted income to the Finance & Audit Committee and the Board for current and upcoming fiscal years planning purposes.
   
   g. In addition to any delegation specifically contemplated hereby, delegate such of its other duties and responsibilities as it from time to time thinks fit and as permitted by law, and shall undertake such supervision as it deems appropriate to ensure that such duties and responsibilities are satisfied.
6. Reporting Relationship
   The Committee shall report to the Board at each Board meeting through its Chair on the
   performance of the Funds and other related matters.
7. Frequency of Meetings
   The Committee shall meet, in-person or via conference call, at least quarterly, coinciding
   with the investment quarter end to review portfolio performance and other matters.
   Additional meetings can be convened by the Chair directly, or requested by a Committee
   member with majority committee support.
8. Expense Reimbursement
   Committee members will be reimbursed in accordance with the CRRF’s Policy – Payment of
   Honoraria and Travel Expenses to Directors.
   
   Revised and approved – #55 Board meeting, Sept 21-22, 2013
   Amended – #73 Board meeting, April 18-19, 2020

Canadian Race Relations Foundation (“CRRF”)
Bylaw No. 11
Award of Excellence Jury Panel

1. Composition
   The CRRF Awards Jury consists of up to five members, including Board Members who shall form the majority of the composition. The Awards Jury will be selected by the CRRF Board of Directors, based upon the recommendation of the Executive Director. The Board Chairperson shall be an ex-officio member of the Committee.
2. Term
   Members will have a one-year term which may be renewed a maximum of two times consecutively. While considering new CRRF Awards Jury members, a balance between new and old members should be sought.
3. Eligibility
   Distinguished individuals with familiarity in race relations, systemic change or other relevant professional or experiential qualifications are eligible for membership on the Awards Jury.
4. Selection
   The Awards Jury members will be selected by the CRRF Board of Directors based upon the recommendation of the Executive Director. Consideration will be given to a balance in professional discipline, sectoral expertise, geography, official language capacity, and to reflect the diversity of Canadian society. Former Board members may also be considered as Awards Jury Panel members.
5. Purpose
   The Awards Jury will provide leadership to the CRRF’s Awards program.
6. Specific Responsibilities
   The Committee in carrying out its specific responsibilities shall:
   a. Adjudicate the awards competition;
   b. Select the awards winner;
   c. Determine the number of certificates of recognition and designate the recipients of certificates of recognition; and,
   d. Provide input to the Award of Excellence program regarding future directions for the CRRF’s Awards Programs.
7. Reporting Relationship
   Records of each meeting shall be transmitted to the Executive Director. The Executive Director shall report to the CRRF Board of Directors on the activities of the CRRF Award Jury.
8. Expense Reimbursement
   Reimbursement shall be in accordance with the CRRF’s Policy – Payment of Honoraria and Travel Expenses to Directors.

Revised and approved – #55 Board meeting, Sept 21-22, 2013