JEWISH MEMORIAL GARDENS

ENACTED this 13^th day of June, 2012

Jonathan Ben-Choreen Freedman Chair		Secretary

Jewish Memorial Gardens is governed by these by-laws.  All procedures will comply with the Funeral Burial & Cremation Services Act, 2002 and Ontario Regulation 30/11, which may be amended periodically.  These by‐laws and any by‐law amendments are subject to the approval of the Registrar, Cemeteries Regulation Unit, Ministry of Consumer Services.

These by-laws are available to all members of the populations eligible to use the services of the Jewish Memorial Gardens.

The by-laws are available directly from the Jewish Memorial Gardens and from any of the synagogues with an Area of Control within the Jewish Memorial Gardens cemeteries.

The availability of the by-laws has been advertised as publically available.

All by‐law amendments will be:

1. published once in a newspaper with general circulation in the locality in which the cemetery is located;
2. conspicuously posted on a sign at the entrance of the cemetery; and
3. (if the by‐law or by‐law amendment pertains to markers or their installation) delivered to each supplier of markers who has delivered a marker to the cemetery during the previous year.

The Jewish Memorial Gardens has three portions of by-laws.
This is the Governance By-laws

The other two portions of by-laws are available upon request.  Their titles, and the table of contents for each, are:

Structure By-laws Committees a.   Committees b.   Appointment. c.   Term d.   Committee Structure e.   Paid positions f.   Remuneration of Paid Positions. g.   Removal of Paid Positions. h.   Vacancies i.    Duties of Officers may be Delegated j.    Powers and Duties Notices a.   Service b.   Signature to Notices c.   Computation of Time d.   Proof of Service

Operations By-laws Hours of Operation a.    Burial and Visiting Hours General Conduct Liability Pets or Other Animals Right to Re‐Survey Who May be Buried Purchase of Interment Rights Indigent/Charity Burials Re-sale of Interment Rights Cancellation or resale of interment rights a.  Cancellation of Interment Rights within 30 Day Cooling‐Off Period b.  Cancellation of Interment Rights after the 30 Day Cooling‐Off Period Record keeping requirements Privacy Policy Legal requirements pertaining to burial Caskets Prerequisite to Memorialization Special Circumstances Care and planting Planting of Flowers Items that are prohibited and permitted Contractors and monument dealers Appendix A – Definitions

Preamble

In the event of a conflict between the Jewish Memorial Gardens By-laws and the Founding Members Agreement, it is the Founding Members Agreement that takes precedence.  In the event of a conflict between the Cemeteries Act (Revised) of Ontario and either these By-Laws or the Founding Members Agreement of July 2008, it is the Cemeteries Act that takes precedence.

The proposed By-Laws are intended to replace all previous By-Laws.  The history of previous By-Laws is as follows:

• BY-LAW NO. 1.  THE NEW JEWISH COMMUNITY CEMETERY OF OTTAWA INC. ENACTED this 3rd day of July, 2001
• BY-LAW NO. 2.  JEWISH MEMORIAL GARDENS  A By-law relating to the operation of a Cemetery under the Cemeteries Act (Revised), R.S.O. 1990. c. C.4.  ENACTED this 17 day of March, 2004
• Revised BY-LAW No.2.  JEWISH MEMORIAL GARDENS  A By-law relating to the operation of Jewish Memorial Gardens cemeteries (“Cemetery”) under the Cemeteries Act (Revised), R.S.O. 1990. c. C.4., owned and operated by Jewish Memorial Gardens.  This by-law replaces the former By-law No. 2 of Jewish Memorial Gardens which was enacted in March, 2004.
• BY-LAW NO. 3.  JEWISH MEMORIAL GARDENS  A By-law relating generally to the conduct and affairs of the Corporation and repealing By-law No. 1 of the Corporation enacted the 3rd day of July, 2001.  [Actually enacted in 2006.]

All previous By-Laws are superseded by the adoption of these By-Laws dealing with Governance, Structure, and Operations.

TABLE OF CONTENTS

Governance By-laws

1.      Interpretation

2.      Directors

a.      Duties and Number

b.      Qualifications

c.      Appointment of Directors

d.      Assignment of Members Interests

e.      Term of Office

f.       Termination of Office

3.      Meetings of Directors

a.      Notice

b.      Omission of Notice

c.      Adjournment

d.      Regular Meetings

e.      Annual Meetings

f.       Quorum

g.      Voting

h.      Participation Other Than In-Person

i.        Written Resolutions

4.      Powers of Directors

a.      Administer Affairs

b.      Expenditures

c.      Borrowing Power

d.      Fund Raising

e.      Agents and Paid Positions

f.       Remuneration of Agents and Paid Positions

5.      Remuneration of Directors

6.      For the Protection of Directors

7.      Indemnities to Directors and Others

8.      Interested Director Contracts

a.      Conflict of Interest

b.      Submission of Contracts or Transactions to Members for Approval

9.      Execution of Instruments

10.        By-Laws

11.        Auditors

12.        Financial Year

13.        Repeal

14.        Appendix A – Definitions

Governance By-laws

1.    Interpretation

All terms which are contained in the By-laws and which are defined in the Act or the Regulations shall have the meanings given to such terms in the Act or the Regulations.  Appendix A to this document presents a selection of terms used in this document with the definition of each.

2.    Directors

a.    Duties and Number

The affairs of the Corporation shall be managed by the Board of Directors.  The Board of Directors shall for the first five (5) years following 8 July 2008 consist of eleven (11) Directors, and during the second five (5) years following 8 July 2013 ten (10) Directors, and thereafter nine (9) Directors appointed in accordance with paragraph 3.

b.    Qualifications

Directors must be individuals, eighteen (18) years of age or older, who are named as such by a Founding Member of the Corporation (see section 3 – Appointment of Directors).

c.    Appointment of Directors

Subject to any changes made pursuant to this By-law transferring the right to appoint and remove Directors or causing the forfeiture of benefits for Members, the Directors of the Corporation shall be appointed as follows by the Founding Members of the Corporation:

Ø  Machzikei Hadas Congregation
one (1) Director;

Ø  Congregation Beth Shalom

–       three (3) Directors during the first five (5) years following the date these By-laws were first enacted, that is from 8 July 2008 to 7 July 2013,

–       two (2) Directors during the second five (5) years following the date of these By-laws are enacted, that is from 8 July 2013 to 7 July 2018, and

–       one (1) Director thereafter.

Ø  Jewish Reform Congregation of Ottawa (Temple Israel)

one (1) Director;

Ø  Agudath Israel Congregation:

one (1) Director;

Ø  Young Israel of Ottawa

one (1) Director;

Ø  Congregation Beit Tikvah of Ottawa

one (1) Director.

Ø  The Jewish Federation of Ottawa, (JFO)

JFO shall be entitled to appoint three (3) Directors.  It is intended that these Directors may have the voting privileges of Founding Member Directors.

d.    Assignment of Members Interests

It is intended that each member of the Corporation, whether a Founding Member or a Member added since the date of incorporation, shall have at least one Director on the Board of Directors if that Member has an Area of Control within the JMG within which at least 100 lots could be located. Note that JMG is given as the first priority of a Director.  A Director serves to further the interests of the Jewish Memorial Gardens as a corporate entity and, as well, brings to the attention of the Board any special considerations that may arise from the more limited interests of the Member that has appointed the person as a Director.

Where an existing Member assigns a portion of its interest in the Area of Control to another Jewish synagogue, that synagogue becomes a Member of the Corporation if the receiving synagogue has an area of control that comprises at least 100 lots.  If an existing Member assigns a portion of its interest in its Area of Control to another Jewish synagogue such that the existing Member’s Area of Control is reduced to less than 100 lots, that existing Member loses the right to appoint a Director to the Board of Directors.

In the case where burial land is placed under the control of the JMG either by means of transfer or by means of acquisition of new land, the Right of Control over that land will be exercised by JMG directly.  In this instance, Halakhic practice will be set by a set of rules and regulations to be developed by the Board.  Regardless of the number of lots in such a JMG Right of Control area, there will not be the addition of Directors to represent JMG.

e.    Term of Office

Each Director shall be appointed either by a Founding Member or by the Federation for a term of three (3) years.

f.     Termination of Office

The office of a Director shall ipso facto be vacated if:

Ø  the Director resigns or retires as a Director by delivering a written resignation to the Corporation;

Ø  the Director dies;

Ø  the Member, or the Jewish Federation of Ottawa, as applicable, that appointed the Director elects to remove him or her at the Member’s discretion and the Member notifies the Corporation of such decision; or

Ø  the Member that appointed the Director has assigned all or a portion of its right to control over cemetery land previously owned by that Founding Member to another Member or another Jewish synagogue that becomes a Member of the Corporation.

If a vacancy shall occur for any of the above reasons, the Member that appointed the vacating Director, or the Jewish Federation of Ottawa, if applicable, shall so inform the Corporation and appoint a replacement Director.

Except where otherwise requested by the applicable Director, a Director resigning or retiring during a meeting of the Board of Directors, shall remain in office until the dissolution or adjournment of the meeting or until the successor Director is appointed, whichever occurs first.

3.    Meetings of Directors

a.    Notice

A meeting of Directors may be convened by the Chair of the Board or any two Directors at any time and the Secretary, when directed or authorized by any of such Board members, shall convene a meeting of Directors.  The notice of meeting convened as aforesaid must specify the purpose of the purpose of, or the business to be transacted, at the meeting.  Notice of any such meeting shall be served not less than two (2) days (exclusive of the day on which the notice is delivered or sent but inclusive of the day for which notice is given) before the meeting is to take place.

If the first meeting of the Board of Directors following the election of Directors is held immediately thereafter, then for such meeting or for a meeting of the Board of Directors at which a Director is appointed to fill a vacancy in the Board, no notice shall be necessary to the newly elected or appointed Directors or Director in order to legally constitute the meeting, provided that a quorum of the Directors is present.

b.    Omission of Notice

The accidental omission to give notice of any meeting of Directors to, or the non-receipt of any notice by, any person shall not invalidate any resolution passed or any proceeding taken at such meeting.

c.    Adjournment

Any meeting of Directors may be adjourned from time to time by the Chairperson of the meeting, with the consent of the meeting, to a fixed time and place.  Notice of any adjourned meeting of Directors is not required to be given if the time and place of the adjourned meeting is announced at the original meeting.  Any adjourned meeting shall be duly constituted if held in accordance with the terms of the adjournment and a quorum is present thereat.  The Directors who formed a quorum at the original meeting are not required to form the quorum at the adjourned meeting.  If there is no quorum present at the adjourned meeting, the original meeting shall be deemed to have terminated forthwith after its adjournment.  Any business may be brought before or dealt with at any adjourned meeting that might have been brought before or dealt with at the original meeting in accordance with the notice calling the same.

d.    Regular Meetings

The Board of Directors may appoint a day or days in any month or months for regular meetings of the Board of Directors at a place or hour to be named by the Board of Directors and a copy of any resolution of the Board of Directors fixing the place and time of regular meetings of the Board of Directors shall be sent to each Director forthwith after being passed, but no other notice shall be required for any such regular meetings.

e.    Annual Meetings

The Board of Directors shall designate the first Board Meeting to be held after the unaudited Financial Statement for the most recent fiscal year together with a proposed operating Budget for the succeeding fiscal year have been prepared and distributed as its Annual Meeting.  The Board may choose to combine the Annual Meeting with a Regular Meeting.

f.     Quorum

A majority of all the Directors shall form a quorum for the transaction of business.  Notwithstanding any vacancy among the Directors, a quorum of Directors may exercise all the powers of Directors.

g.    Voting

Each Director is authorized to exercise one (1) vote.  Questions arising at any meeting of Directors shall be decided by a majority of votes.  In case of an equality of votes the Chair of the meeting shall not have a second or casting vote in addition to an original vote.

Only a Director named by the Member as its representative may vote at Board meetings.  A Member may name more than one representative to attend meetings but voting rights will only be available to the Director or Directors that a Member Synagogue is entitled to have.  This does not preclude attendance by others at the discretion of the Board.

h.    Participation Other Than In-Person

If all the Directors of the Corporation present at a meeting consent, a meeting of Directors may be held by means of such telephone, electronic or other communication facilities as permit all persons participating in the meeting to communicate with each other simultaneously and instantaneously, and a Director participating in such meeting by such means is deemed for the purpose of the Act to be present at that meeting.

i.      Written Resolutions

Any by-law or resolution signed by all the Directors is as valid and effective as if passed at a meeting of the Directors duly called, constituted and held for that purpose.

4.    Powers of Directors

a.    Administer Affairs

The 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 Letters Patent or otherwise authorized to exercise and do.

b.    Expenditures

The Directors shall have power to authorize expenditures on behalf of the Corporation from time to time and may delegate, by resolution to a Director or Directors of the Corporation, the right to employ and pay salaries to employees.  The Directors shall have the power to make expenditures for the purpose of furthering the objects of the Corporation.  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 interests of the Corporation in accordance with such terms as the Board of Directors may prescribe.

c.    Borrowing Power

The Directors of the Corporation may from time to time:

Ø  borrow money on the credit of the Corporation;

Ø  issue, sell or pledge debt obligations (including bonds, debentures, debenture stock, notes or other like liabilities whether secured or unsecured) of the Corporation;

Ø  charge, mortgage, hypothecate or pledge all or any currently owned or subsequently acquired real or personal, movable or immovable property of the Corporation, including book debts, rights, powers, franchises and undertakings, to secure any debt obligations or any money borrowed, or other debt or liability of the Corporation; and

Ø  delegate the powers conferred on the Directors under this By-law to such Director or Directors of the Corporation and to such extent and in such manner as the Directors shall determine.

The powers hereby conferred shall be deemed to be in supplement of and not in substitution for any powers to borrow money for the purposes of the Corporation possessed by its Directors independently of a borrowing By-law.

d.    Fund Raising

The Board of Directors shall take such steps as they 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.

e.    Agents and Paid Positions

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.

f.     Remuneration of Agents and Paid Positions

The remuneration of all agents and employees shall be fixed by the Board of Directors by resolution.

5.    Remuneration of Directors

The Directors shall serve without remuneration and Directors shall not directly or indirectly receive any profit from their positions as such; provided that Directors may be reimbursed for reasonable expenses incurred by them in the performance of their duties.

6.    For the Protection of Directors

No Director of the Corporation shall be personally liable for the acts, receipts, neglects or defaults of any other Director or employee unless the consequences be the result of a Director’s own wilful neglect or default.  The Board of Directors, as a group, are responsible to act on behalf of the Members.  The officers and employees of the Corporation are responsible to act within the mandate provided by the Board of Directors and/or its representatives.

7.    Indemnities to Directors and Others

Every Director or officer of the Corporation or other person who has undertaken or is about to undertake any liability on behalf of the Corporation or any corporation controlled by it and their heirs, executors and administrators, and estate and effects, respectively, shall from time to time and at all times, be indemnified and saved harmless out of the funds of the Corporation, from and against:

Ø  all costs, charges and expenses whatsoever which such Director, officer or other person sustains or incurs in or about any action, suit or proceeding that is brought, commenced or prosecuted against the Director, officer or other person for or in respect of any act, deed matter or thing whatever, made, done or permitted by them, in or about the execution of the duties of such office or in respect of any such liability; and

Ø  all other costs, charges and expenses which the Director, officer or other person sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by their own wilful neglect or default.

The Corporation shall also indemnify any such person in such other circumstances as the Act or law permit or requires.  Nothing in this By-law shall limit the right of any person entitled to indemnity to claim indemnity apart from the provisions of this By-law to the extent permitted by the Act or law.

The protection of Directors provided for in this section does not apply if the Director, officer or other person acts in a fraudulent manner.

8.    Interested Director Contracts

a.    Conflict of Interest

A Director who is in any way directly or indirectly interested in a contract or proposed contract with the Corporation shall make the disclosure required by the Act.  Except as provided by the Act, no such Director shall vote on any resolution to approve any such contract.  In supplement of and not by way of limitation upon any rights conferred upon Directors by Section 71 of the Act and specifically subject to the provisions contained in that section, it is declared that no Director shall be disqualified by any such office from, or vacate any such office by reason of, holding any office or place of profit under the Corporation or under any corporation in which the Corporation shall be a shareholder or by reason of being otherwise in any way directly or indirectly interested or contracting with the Corporation as vendor, purchaser or otherwise or being concerned in any contract or arrangement made or proposed to be entered into with the Corporation in which the Director is in any way directly or indirectly interested as vendor, purchaser or otherwise.  Subject to compliance with the Act, no contract or arrangement entered into by or on behalf of the Corporation in which any Director shall be in any way directly or indirectly interested shall be voided or voidable and no Director shall be liable to account to the Corporation or any of its members or creditors for any profit realized by or from any such contract or arrangement by reason of any fiduciary relationship.

b.    Submission of Contracts or Transactions to Members for Approval

The Board of Directors in its discretion may submit any contract, act or transaction with the Corporation for approval or ratification at any annual meeting of the Members or at any general meeting of the Members called for the purpose of considering the same and, subject to the provisions of Section 71 of the Act, any such contract, act or transaction that shall be approved or ratified or confirmed by a resolution passed by a majority of the votes cast at any such meeting (unless any different or additional requirement is imposed by the Act or by the Letters Patent) shall be as valid and as binding upon the Corporation and upon all the Members as though it had been approved, ratified or confirmed by every Member of the Corporation.

9.    Execution of Instruments

Contracts, documents or instruments in writing requiring the signature of the Corporation may be signed by any two members who have been formally designated by the Executive to have signing authority.  The executive may formally designate three persons to have signing authority, any two of whom may act for the corporation.

The seal of the Corporation may, when required, be affixed to contracts, documents and instruments in writing signed as aforesaid or by any officer or officers, person or persons, appointed as aforesaid by resolution of the Board of Directors.

10.  By-Laws

The Board of Directors may from time to time amend, repeal or re-enact the By-laws relating to the Corporation and to the conduct of its affairs.

11.  Auditors

The Directors shall at each annual meeting determine the level of financial audit to be conducted.  It need not be a formal audit.  The Directors will appoint an auditor to audit the accounts of the Corporation at the pre-determined level and shall receive the report of the audit.

12.  Financial Year

The financial year of the Corporation shall terminate on the 30^th day of June in each year or on such other date as the Directors may from time to time by resolution determine.

13.  Repeal

All previous By-laws are repealed as of the coming into force of these By-laws.  The repeal shall not affect the previous operation of By-law No. 1 so repealed or affect the validity of any act done or right, privilege, obligation or liability acquired or incurred under, or the validity of any contract or agreement made pursuant to, or the validity of any Letters Patent or predecessor charter documents obtained pursuant to, such By-law before its repeal.  All officers and persons acting under By-law No. 1 so repealed shall continue to act as if appointed under the provisions of these By-laws, and all resolutions of the Directors or the Board or a committee of the Board with continuing effect passed under any repealed By-law shall continue to be good and valid except to the extent inconsistent with these By-laws and until amended or repealed.