Revised October 16, 2002

1. The Corporation is a corporation without share capital established under Part III of the Corporations Act.
   

2. Subject to change by special resolution, its head office will be situated in the City of Toronto, in the province of Ontario. The directors may from time to time determine the specific locations of the head office.
   

3. The objects of the corporation are to develop public library services for the people of Ontario through:
   Providing for the advancement of education by increasing the efficiency of charitable organizations which provide public library services in Ontario, and the effectiveness of their work, by providing advice and support services including strategic planning and project management.
   

4. The corporate seal bears the words Ontario Public Libraries Strategic Directions Council. An imprint of the corporate seal is impressed in the margin.

2. Board/Membership:
   

   1. The membership shall consist of the following library organizations with a total of 21 representatives as follows:

Ontario Library Service-North	Chief Executive Officer
Southern Ontario Library Service	Chief Executive Officer
Toronto Public Library	Chief Executive Officer
Ontario Library Association	Director
Ontario Library Trustees’ Association	2 representatives
Ontario Public Library Association	1 representative
Ontario Library Service-North	Executive Libraries Advisory Committee - 2 representatives
Francophone Libraries	1 representative
First Nations Libraries	2 representatives
Administrators of Medium-Size Public Libraries of Ontario	2 representatives
County and Regional Municipality Libraries	2 representatives
Chief Executives of Large Public Libraries of Ontario	2 representatives
Administrators of Small Public Libraries of Ontario	1 representative
Small Libraries in Northern Ontario	1 representative
CUPE Ontario Library Workers’ Committee	1 representative

The board of directors shall be composed of the 21 representatives of the library organizations constituting the membership. 

2. Excluding the organizations in which representation is by employed position, each member organization will appoint its representative for a term of two years and will appoint an official alternate for the same period. In the event that no official representatives are able to attend a meeting, an organizational representative with observer status only will be eligible to attend.
   
   Initial terms of directors will be deemed to commence the day of the first meeting after incorporation. In order to ensure continuity of representation, directors’ initial terms will be consistent with the balance of terms of representatives on the previous un-incorporated body.
   
   In the event that a representative resigns his or her position, the appointing member organization will appoint a replacement representative to complete the balance of the term.
   

3. The Corporation’s goal is to foster the greater good of public library service in Ontario rather than advance individual agendas.
   

4. Members and directors serve without remuneration and no member or director shall directly or indirectly receive any profit from the position as such.
   

5. The affairs of the Corporation are under the governance of the directors and the directors have the powers necessary to or convenient to achieve its objectives. The members and directors shall conduct themselves in accordance with relevant legislation affecting non-share capital corporations transacting business in Ontario, the Corporation’s Letters Patent, the Corporation’s by-laws, and any additional policies developed to govern its operations.
   
   The Corporation may receive funds and authorize the expenditure of funds.

3. Officers:
   

   1. The directors will elect among themselves, a Chair, Vice-Chair, and will elect or appoint any individual as Secretary. They may elect or appoint any individual as Treasurer. Secretary and Treasurer may be combined into one position when the directors consider it appropriate. All officers hold office for 2 year 
      periods. Within three months of installation the Officers will review this By-Law with a view to tabling at the earliest opportunity possible amendments to this By-Law for the consideration of the Directors.
      

   2. The Chair shall possess and may exercise such powers and perform such duties as may from time to time be assigned to him or her by the directors, and will chair all meetings of the members and directors.
      

   3. The Vice-Chair will assume the powers and duties of the Chair in the Chair’s absence or incapacity.
      

   4. The Secretary will be in charge of the books and records of the Corporation including the minute book of the Corporation, and, will ensure that all documents and registers required by legislation are kept.
      

   5. The Treasurer will be in charge of the financial records and books of the Corporation and will ensure that the records and books are maintained as required by legislation.
      

   6. The directors shall have the power from time to time to appoint agents for the Corporation with such powers of management or otherwise as may be thought fit.
      

4. Meetings:
   

   1. The directors will meet at least three times per year, one meeting of which will be an annual general meeting. Meetings will be at the call of the Chair.
      

   2. Agendas will be prepared by the officers after seeking input from the directors. Items may be added to the agenda by request of any member. Agendas will be distributed along with formal meeting notification at least two weeks prior to a meeting.
      

   3. At every annual meeting of members, in addition to any other business that may be transacted, the report of the directors, the financial statement and the report of the auditors shall be presented to the members.
      

5. Quorum:
   

   1. Depending on the item of business, quorum is a majority of members (9) or directors (12).
      

6. Voting:
   

   1. Motions put to a vote will be carried by a majority of members or directors present as the case may be, except in the case of by-law changes which require approval by two thirds of the members present.
      

7. Minutes:
   

   1. Minutes are the official record of the Corporation and its decisions.
      

   2. Minutes are approved at the meeting following and signed by the Chair and Secretary of the meeting.
      

   3. Minutes are considered public information and will be made available on request.
      

8. Fiscal Year:
   

   1. The fiscal year of the Corporation will be April 1 to March 31.
      

9. Auditor:
   

   1. An auditor shall be appointed for the year, with remuneration set, at each annual general meeting.
      

10. Procedures:
    

    1. Procedures for Meetings and Organizations, by M.K. Kerr and H.W. King, Carswell Legal Publications, Toronto, 1988 (or later editions), shall govern the Corporation in all procedural matters not otherwise covered by legislation, is By-Law, or approved policies or procedures of the Corporation.
       

11. Amendments:
    

    1. This by-law may be amended or new by-laws created by a two thirds majority vote of members present at a meeting. Notice of proposed new wording must be submitted to all members at least four weeks prior to the meeting at which a vote will take place.
       

12. Indemnification:
    

    1. The Corporation indemnifies and saves harmless its members, directors, officers, or employees, their heirs and legal representatives, from and against all costs, charges and expenses, including all amounts paid to settle an action or satisfy any judgement, reasonably incurred in respect of any civil, criminal or administrative action or proceeding in which the director, officer or employee is a party by reason of being or having been a director, officer or employee if:
       

       1. the director, officer or employee acted honestly and in good faith with a view to the best interests of the Corporation, and,
          

       2. in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the director, officer or employee had reasonable grounds for believing his or her conduct was lawful.
          

13. Dissolution:
    

    1. Upon dissolution of the Corporation and following payment of any outstanding debts and liabilities, all property of the Corporation shall be distributed or disposed of to public libraries in Ontario.