KanesatakeHealthCenterArticles of Incorporation

KanesatakeHealthCenter

12 So:se O’nasaken:rat,

Kanesatake, QuebecJ0N 1E0

Articles and By-Laws of Incorporation

FINAL

July 14th 2006

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KanesatakeHealthCenterArticles of Incorporation

LETTERS PATENT

of KanesatakeHealthCenter

APPLICATION FOR INCORPORATION OF A CORPORATION WITHOUT

SHARE CAPITAL UNDER

PART II OF THE CANADA CORPORATIONS ACT

TO: THE MINISTER OF INDUSTRY

I.

THE UNDERSIGNED hereby apply to the Minister of Industry for the grant of a charter by Letters Patent under the provisions of Part II the Canada Corporations Act constituting the undersigned, and such others as may become members of the Corporation thereby created, a body corporate and politic under the name of:

KanesatakeHealthCenter

THE UNDERSIGNED have satisfied themselves and are assured that the proposed name under which incorporation is sought is not the same or similar to the name under which any other company, society, association or firm, in existence is carrying on its business in Canada or is incorporated under the laws of Canada, or any Province thereof, or so nearly resembles the name as to be calculated to deceive and that it is not a name which is otherwise on public grounds objectionable.

II.

THE APPLICANTS are individuals of the full age of eighteen years, with power under law to contract. The name, the address and the occupation of each of the applicants are as follows:

NAME / ADDRESS / OCCUPATION
Michelle Lamouche / 681, Ste. Philomene,
Kanesatake, QC J0N 1E0 / Chief Health Portfolio MCK
Doreen Canatonquin / 681, Ste. Philomene, Kanesatake, QCJ0N 1E0 / Chief Assistant Health Portfolio MCK
Wendy Nicholas / 518, Ste. Philomene, Kanesatake, QCJ0N 1E0 / Director Riverside Elders Home
Gilles Cloutier / 118, rue Notre-Dame, Oka, QC
J0N 1E0 / Director of Social Services
Myrna Gabriel / 127, rue Notre-Dame, Oka, Kanesatake, QC J0N 1E0 / Director of Social Assistance

III.

Objects

The objects of the Corporation are:

1.The delivery of health and wellness programs and services to all segments of the community of Kanesatake;

2.In pursuance of the foregoing object;

  1. fulfillment of Health Canada obligations for mandatory programs, and all other requirements under the funding agreements for the delivery of health programs that provide education, support, prevention, intervention and primary care.
  1. the delivery of universally accessible quality health programs and services for addictions, children, chronic diseases, communicable disease, community health and nursing support services, environmental health, capacity development, e-health, non-insured health benefits and any other future wellness programs.
  1. the future development of wellness programs that address the physical, mental, emotional and spiritual needs of Kanesatake community members.
  1. any other such complimentary activities not inconsistent with these objects.

IV.

Operations

The operations of the Corporation may be carried on throughout Canada and elsewhere.

V.

Head Office

The place within Canada where the head office of the Corporation is situated is Kanesatake, Quebec.

VI.

Dissolution

It is specially provided that in the event of dissolution or winding-up of the Corporation all its remaining assets after payment of its liabilities shall be transferred to the Mohawk Council of Kanesatake for the benefit of the Mohawks of Kanesatake.

It is also specially provided that if the Corporation becomes a registered charity and in the event of dissolution or winding-up of the Corporation, after payment of its liabilities, all the Corporation’s remaining assets shall be distributed to one or more eligible donees as defined under the provisions of the Income Tax Act and which serve the Mohawks of Kanesatake.

VII.

Borrowing of Money

In accordance with Section 65 of the Canada Corporations Act, it is provided that, when authorized by by-law, duly passed by the directors and sanctioned by at least two-thirds of the votes cast at a special general meeting of the members duly called for considering the by-law, the directors of the Corporation may from time to time

  1. borrow money upon the credit of the Corporation;
  2. limit or increase the amount to be borrowed;
  3. issue or cause to be issued bonds, debentures or other securities of the Corporation and pledge or sell the same for such sums, upon such terms, covenants and conditions and at such prices as may be deemed expedient;
  4. secure any bond, debentures or other securities, or any other present or future borrowing or liability of the company, by mortgage, hypothec, charge or pledge of all or any currently owned or subsequently acquired real and personal, movable and immovable, property of the Corporation, and the undertaking and rights of the Corporation.

Any such by-law may provide for the delegation of such powers by the directors to such officers or directors of the Corporation to such extent and in such manner as may be set out in the by-law.

Nothing herein limits or restricts the borrowing of money by the Corporation on bills of exchange or promissory notes made, drawn, accepted or endorsed by or on behalf of the Corporation.

VIII.

By-Laws

The By-Laws of the Corporation shall be those filed with the application for letters patent until repealed, amended, altered or added to.

IX.

Not for Profit

The Corporation is to carry on its operations without pecuniary gain to its members and any profits or other accretions to the Corporation are to be used in promoting its objects.

X.

Legal Representation

The Corporation is legally represented by the Board of Directors.

Dated at the Mohawk Territory of Kanesatake (in the Province of Quebec), this _21stday of July 2006

Michelle Lamouche
Doreen Canatonquin
______
Wendy Nicholas
Gilles Cloutier
Myrna Gabriel

F:\APPS\WP51\KANES\Jul 14 KHC Articles of Incorporation final.doc

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KanesatakeHealthCenterBy-Law 1: General

By-Law Number 1: General

Preamble

The KanesatakeHealthCenter operates based on the following principles:

•That the harmony and wellness of all Kanien’kehake people is the overriding principle on which we develop, adapt and deliver community-based health programs;

•That as our ancestors have before us, we traditionally approach individual wellness holistically as a composite of the physical, mental, emotional and spiritual wellbeing of that individual.

•That all members of our Kanien’keha community regardless of age, race, sex, income, education, lifestyle choices or religion are equal and important constituents of our society, and will have access to all of our programs and services provided that standards and guidelines are respected.

•That all individuals have the right to make informed decisions regarding the care they choose to receive.

•That no matter what issues families or individuals may be struggling to overcome; we believe that in our service delivery it will be important to look at underlying and historical factors that may be prevent families and individuals from moving forward.

•That by recognizing determinants of health such as poverty, housing and higher incidence rates, and by being sensitive to the multigenerational social impact of various historical issues such as residential schooling, we will find it easier to engage our Kanien’kehake people, and to address the resultant problems in health and wellbeing; and, we believe that our people will feel empowered to challenge the more specific health and harmony issues they may be facing.

•That our staff will endeavour to address all of our clients with honour and respect at all times.

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KanesatakeHealthCenterBy-Law 1: General

•That in supporting Kanien’keha families and individuals in making positive health and lifestyle changes, we acknowledge that it is important to focus on the individual’s strengths as a means of addressing challenges.

•That in order to achieve the physical, emotional, mental and spiritual well-being of the individual we may use an integrative approach that may involve other services or support people to assist with areas that need to be addressed.

•That our health and wellness programs will also be built on the recognition that all families and individuals are unique and therefore benefit from different levels of support.

The KanesatakeHealthCenter will build the following principles into its services and programs:

•Respect and courtesy

•Inclusiveness in all programs and services

•Diversity of needs

•The right of informed choice

•Quality programs and services

•Universally inclusive to all individuals

•Accessible to all community members

•Community-based programs

•Holistic approaches to services

•Inclusive of language and culture

•Collaboration with other community services

•Flexibility in program delivery

•Community involvement

Corporate Seal

  1. The seal, an impression whereof is stamped in the margin of this page, shall be the seal of the Corporation.

Head Office

  1. Until changed in accordance with the Act, the Head Office of the Corporation shall be on the Mohawk Territory of Kanesatake, Quebec.

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KanesatakeHealthCenterBy-Law 1: General

Membership

  1. The voting membership of the Corporation shall consist of the registered Kanesatake community members domiciled and resident in the territory, and who have reached the age of majority.
  1. Any member may withdraw from the Corporation by delivering to the Corporation a written resignation and lodging a copy of the same with the secretary of the Corporation.
  1. There shall be no membership fees or dues unless otherwise directed by the Board of Directors.

Members’ Meetings

  1. The annual meeting of the members shall be held at a place within the territory determined by the Board of Directors and on such a day as the said directors shall appoint. The meeting date shall if possible be during the ninety (90) days following the end of the fiscal year and shall in any case be no more than fifteen (15) months after the date of the previous annual meeting.
  1. The agenda for each annual general meeting shall include:
  1. tabling of the auditor’s report;
  1. tabling of a general statement of income and expenditure for the financial period ending nearest to the date of such balance;
  1. tabling of the most recent annual activity report submitted by the Corporation to the Department of Health Canada;
  1. appointment by the members of the auditors for the following fiscal year;
  1. ratification of any by-laws abrogated or amended by the Board of Directors since the last annual general meeting of members;
  1. questions from members;
  1. any other business.
  1. At every annual meeting, in addition to the business that is being transacted, the report of the directors, the financial statement and the report of the auditors shall be presented, and the auditors appointed for the following year. The members may consider and transact any business either special or general at any meeting of the members.
  1. The Board of Directors shall have the power to call, at any time, a general meeting of the members of the Corporation. The Board of Directors shall call a special general meeting of members on written requisition by not less than five per cent (5%) of the members.
  1. Fifty (50) members present at a meeting shall constitute quorum but it is not necessary for quorum to be maintained throughout the meeting.

If there is no quorum at a meeting of the members, the majority of members present at the meeting may adjourn the meeting by notice on the spot as many times as necessary until there is a quorum.

  1. Fourteen (14) working days written notice shall be given to each household in the community of any annual or special meeting of members, written notice shall also be posted at the head office in a conspicuous location. Notice of any meeting where business is transacted should contain sufficient information to permit the member to form a reasoned judgment on the decision to be taken.
  1. No error or omission on giving notice of any annual or general meeting of the members shall invalidate such meeting. For purposes of sending notice to any member, director or officer for any meeting or otherwise, the address of the member, director or officer shall be his last address recorded on the books of the Corporation.
  1. Each member who is 18 years and older, and present at a meeting shall have the right to exercise one vote; no vote by proxy shall be allowed.
  1. At all meetings of members of the Corporation, every question shall be determined by a majority of votes unless otherwise specifically provided by statute or by these by-laws.

Board of Directors

  1. The property and business of the Corporation shall be managed by a board consisting of seven (7) members. Members of the Board of Directors must be individuals, at least 18 years of age, with power under the law to contract.
  1. The Board of Directors shall be composed as follows:
  1. the Mohawk Chief holding the position of Portfolio Chief for Health for the Mohawk Council as from time to time elected as Chief and designated as portfolio-holder;
  1. the Mohawk Chief holding the position of Assistant Portfolio Chief for Health for the Mohawk Council as from time to time elected as Chief and designated as portfolio-holder;
  1. the person employed as the Director of the Riverside Elders’ Home;
  1. the person employed as the Director of Social Services for Kanesatake;
  1. the person employed as the Director of Social Assistance for Kanesatake;
  1. a professional who is a member of the community and currently working in health or a related field of service, who is a registered band member, to be elected by the members, provided however that the professional is neither an employee nor a contractor of the Corporation;
  1. an Elder who is a member of the community and a retired professional such as a nurse, teacher, lawyer, engineer or doctor, and who is a registered band member, to be elected by the members, provided however that the Elder is neither an employee nor a contractor of the Corporation.
  1. The Mohawk Chiefs designated as members of the Board of Directors by virtue of their portfolios will be members for as long as they hold the position of Portfolio Chief or Assistant Portfolio Chief for Health and their successors as designated by a decision of the Mohawk Council will automatically succeed them.
  1. The individuals designated as members of the Board of Directors by virtue of their employment will be members for as long as they hold their position as a service director and their successor in those positions automatically succeed them as members of the board.
  1. For the first term of three (3) years, the positions of professional and elder on the Board will be appointed by the Mohawk Council of Kanesatake.
  1. For every subsequent term, the positions on the Board of Directors for an Elder and a professional shall be elected for a term of three years by the members at an annual meeting of members. The vote shall be by a show of hands unless those present decide by a majority vote to proceed by secret ballot.
  1. Notwithstanding the expiry of his term, every member of the Board of Directors remains in office until his successor is designated or elected.
  1. The office of member of the Board of Directors shall be automatically vacated if a member:
  1. has resigned his office by delivering a written resignation to the secretary of the Corporation;
  1. accumulates three (3) consecutive absences from meetings of the Board without a valid excuse
  1. is of unsound mind or incapable of managing his own affairs;
  1. becomes an undischarged bankrupt;
  1. is the subject of an order by a court of justice prohibiting him from holding office as director of a corporation;
  1. is deceased.
  1. The office of member of the Board of Directors shall also be automatically vacated if a director is the subject of a resolution removing the director from office and passed by two-thirds (2/3) of all members, voting at a duly convened special general meeting, and for which notice indicated that the proposed resolution is to be on the agenda. Dismissal from office by the board may be proposed, among other grounds, on the basis of: misuse of corporate funds or property; conflict of interest; abuse or harassment of board members, clients or staff.
  1. If a position on the Board of Directors becomes vacant:
  1. in the case of the position of elder or professional, the Board of Directors may designate any qualified individual to fill the vacant post, provided however that designation by the Board of Directors shall only be valid until the next annual meeting of members, at which time the term of office of the Director thus replaced shall expire;
  1. in the case of a chief who ceases to hold a portfolio position, or who must vacate the office of director for reasons described above, the Mohawk Council shall appoint another chief to sit on the board until the next Council election;
  1. in the case of resignation or dismissal of a service director, the Mohawk Council may appoint an interim member of the board until such time as the service director is replaced, at which time the new service director will become a member of the board by virtue of his or her position.
  1. The members of the Board of Directors shall serve as such without any direct remuneration from the Corporation, and no member of the Board of Directors shall directly or indirectly receive any profit or advantage from his position as such. A member of the Board of Directors may be paid reasonable expenses incurred by him in the performance of his duties.
  1. All members of the Board of Directors are required to perform their duties and exercise their powers with prudence, diligence, honesty and good faith in the best interests of the community, and to avoid placing themselves in a situation of conflict of interest.

Powers of Directors

  1. The Board of Directors of the Corporation may administer the affairs of the Corporation in all things and make or cause to be made for the Corporation, in its name, any kind of contract which the Corporation may lawfully enter into and, save as hereinafter provided, generally, may exercise all such other powers and do all such other acts and things as the Corporation is by its charter or otherwise authorized to exercise and do.
  1. The Board of Directors shall have power to authorize expenditures on behalf of the Corporation from time to time and may delegate by resolution to an officer or officers of the Corporation the right to employ and pay salaries to employees. The directors shall have the power to enter into a trust arrangement with a trust company for the purpose of creating a trust fund in which the capital and interest may be made available for the benefit of promoting the interest of the Corporation in accordance with such terms as the Board of Directors may prescribe.
  2. The Board of Directors is hereby authorized, from time to time
  1. to borrow money upon the credit of the Corporation, from any bank, corporation, firm or person, upon such terms, covenants and conditions at such times, in such sums, to such an extent and in such manner as the Board of Directors in its discretion may deem expedient;
  2. to limit or increase the amount to be borrowed;
  3. to issue or cause to be issued bonds, debentures or other securities of the Corporation and to pledge or sell the same for such sums, upon such terms, covenants and conditions and at such prices as may be deemed expedient by the Board of Directors;
  4. to secure any such bond, debentures or other securities, or any other present or future borrowing or liability of the company, by mortgage, hypothec, charge or pledge of all or any currently owned or subsequently acquired real and personal, movable and immovable, property of the Corporation, and the undertaking and rights of the Corporation.
  1. The Board of Directors shall take such steps as it may deem requisite to enable the Corporation to acquire, accept, solicit or receive legacies, gifts, grants, settlements, bequests, endowments and donations of any kind whatsoever for the purpose of furthering the objects of the Corporation, including through funding agreements and contribution agreements.
  1. The Board of Directors may appoint such agents and engage such employees as it shall deem necessary from time to time and such persons shall have such authority and shall perform such duties as shall be prescribed by the Board of Directors at the time of such appointment.