June 1, 2005

1. DEFINITIONS:

(1) Administrator - the person who has direct and actual superintendence of the Home.

(2) Auxiliary - the Auxiliary of the Corporation.

(3) Board - the Board of Directors of the Corporation.

(4) Chair - The Chair of the Board, who will also serve as the Chair of the Corporation.

(5) Past Chair - a member of the Board of Directors who most recently served as Chair.

(6) Corporation – Sherwood Park Manor with Head Office at 1814, County Road 2 East, Brockville, Ontario,K6V 5T1.

(7) Director - a member of the Board and a Director of the Corporation.

(8) Ex-officio - membership "by virtue of the office" and includes all rights, responsibilities and power to vote unless otherwise specified.

(9) Ancillary Associations - e.g. Auxiliary of the Corporation.

(1) The President of the Auxiliary.

(2) The Advisory Physician

(3) Eleven (11) individuals elected at the Annual Meeting

3. BOARD OF DIRECTORS:

(1) The Board of Directors shall manage the affairs of the Corporation and shall consist of:

(b) Ex-officio Directors -

(i) The President of the Auxiliary.

(ii) The Medical Director.

(c) The Administrator, without voting privileges.

(2) No employee of the Corporation shall be eligible to serve on the Board.

(3) (a) No Director may serve as Chair of the Board for more than two (2) consecutive years except that an extension of one (1) year may be effected by two-thirds majority vote of the Board by secret ballot.

(c) Notwithstanding Item 3 (b), the Chair or past Chair will remain a member of the Board if necessary beyond the nine-year limit until completing the two- year term of past Chair.

(4) Members of the Board and their families shall not enter into any business arrangement with the Corporation except:

(a) On a written and competitive sealed quotation basis,

(b) On declaration of any interest therein, and

(c) After having refrained from participating and refrained from voting in any discussion concerning same.

(d) No remuneration shall be paid to the Directors and Officers; except for reasonable expenses.

4. VOTING PRIVILEGES:

All members of the Corporation shall have the right to vote at Annual or Special Meetings of the Corporation.

(1) Annual Meeting:

(e) Failure of a member to receive notification of meeting will not invalidate any proceedings taken thereat.

(2) Special Meeting:

(a) The Chair of the Board may call a Special Meeting of the Corporation.

(b) If four (4) members so request in writing, the Secretary shall call a Special Meeting of the Corporation.

(c) The notice of a Special Meeting of the Corporation shall be mailed to all Corporation members at least seven (7) days in advance of the meeting and shall include the proposed agenda.

(d) A quorum of a Special Meeting of the Corporation shall consist of a least 50% of the members.

(e) Failure of a member to receive notification of meeting will not invalidate any proceedings taken thereat.

(f) Adjourned meeting - if, within one half hour after the time appointed for a Special Meeting of the Corporation, a quorum is not present, the meeting shall stand adjourned until a day and time to be determined within fourteen (14) days by the Chair. The Secretary will notify all members within seven (7) days by phone, fax, mail, or e-mail.

(1) The financial year shall be from Jan. 1st to Dec. 31st.

7. ORDER OF BUSINESS - ANNUAL MEETING OF THE CORPORATION:

The business transacted at the Annual Meeting of the Corporation shall include:

(1) Minutes of the previous meeting

(3) Correspondence

(4) Reports:

(a) Report of the Chair

(b) Report of the Administrator

(c) Report of the Resource Committee

(e) Report of the Quality Council.

(f) Report of the Medical Director

(g) Report of the Auxiliary

(i) Report of the Auditor

(5) Report of the Nominating Committee

(6) The election of Directors

(7) The appointment of Auditors

(8) The appointment of legal council to hold office until the next Annual Meeting

(9) New Business

(1) Regular Meeting of the Board:

(b) A quorum for a meeting of the Board shall consist of at least 50% of the Directors.

(c) Failure of a member to receive notification of meeting will not invalidate any proceedings taken thereat.

(2) Organizational Meeting of the Board:

(a) Is held without notice immediately following the Annual Meeting of the Corporation.

(b) A quorum for an Organizational Meeting shall consist of at least 50% of the Directors.

(3) Special Meeting of the Board:

(a) May be called upon twenty-four (24) hour notice provided reasonable attempt is made to contact all members by telephone.

(b) If either the Chair or four (4) Directors so request in writing, the Secretary shall call a Special Meeting.

(c) The notice of a Special Meeting shall state the purpose for which it is called.

(d) The quorum for a Special Meeting shall consist of at least 50% of the Directors.

(e) Failure of a member to receive notification of meeting will not invalidate any proceedings taken thereat.

(4) Guests or Visitors to the Board Meeting:

(a) Home personnel or guests may attend meetings of the Board only upon:

(i) Invitation by the Chair through the Administrator,

(ii) Invitation of the Administrator with the approval of the Chair, or

(iii) Resolution of the Board.

(b) The Chair may invite others to selected meetings of the Board or to portions of such meetings.

The business transacted at a regular meeting of the Board may include:

(1) Call to order

(2) Approval of the Agenda

(3) Minutes of the previous meetings

(4) Business arising out of the Minutes

(5) Correspondence

(a) Report of the Chair

(b) Report of the Public Relations Committee

(c) Report of the Resource Committee

(e) Report of the Quality Council

(g) Report of the Administrator

(7) New Business

(8) Date of the next meeting

(9) Adjournment

The Chair of a meeting of the Board or of the Corporation shall be:

(1) The Chair of the Board,

(2) The Vice-Chair of the Board if the Chair is absent, or

(3) A Director elected by the Directors present if the Chair and the Vice-Chair of the Board are absent.

11. ATTENDANCE:

If a Director is absent without cause for three (3) consecutive meetings of the Board, the Board may declare the seat vacant. The incumbent will be given written notice delivered by registered mail.

12. VACANCY:

Resignation from the Board by members appointed to the Corporation under paragraph 2 (1), paragraph 2 (2) and paragraph 2 (5) shall be deemed to be a resignation from both the Board and the Corporation and shall be directed to both the Board and the appointing body who shall arrange for a replacement to serve until the next annual meeting.

(1) The Board shall elect or appoint the following officers at the Organizational Meeting.

(d) The Treasurer

(e) The Secretary

(2) The Chair, Past Chair and Vice-Chair shall serve for a term of two years. The Vice-Chair would normally become the Chair and the Chair becomes the Past-Chair.

(3) In the event of a resignation of any Officers of the Corporation or if the Board declares any of the Officer positions vacant then the Board may appoint an Officer to fill the vacancy at any regularly constituted meeting of the Board.

(4) The office of Secretary and Treasurer may be combined.

(5) The Administrator, at the Board’s discretion, may serve as the Treasurer and/or Secretary.

(6) The Board may, at any regularly constituted meeting, appoint one (1) or more persons to fill any or all of the positions of Acting Chair, Acting Vice-Chair, Acting Treasurer, Acting Secretary, Acting Secretary-Treasurer, or Acting Administrator for a specified period of time. The person or persons so appointed shall have the full powers, authority, privileges, duties and responsibilities of the Chair, Vice-Chair, Treasurer, Secretary, Secretary-Treasurer or Administrator respectively.

(7) Any Officer of the Board shall cease to hold office upon resolution of the Board.

(1) The Board may appoint the following standing committees of the Board and name the Chair at the Organizational Meeting:

(a) Executive Committee

(b) Resource Committee

(c) Public Relations Committee

(d) Quality Council

(a) The Board or the Chair may at any meeting appoint a Special Committee and name the Chair and Vice-Chair and prescribe the terms of reference and voting rights. For special projects or investigations, any standing committee may establish and appoint members to a sub- committee.

(b) The Board or the Chair may appoint at any time to any standing committee any number of Directors in addition to the number specified.

(c) Members of any committee do not necessarily have to be members of the Board or the Corporation.

(d) The Board, by resolution, may dissolve any Special Committee.

(e) Any member of any committee shall cease to be a member of that committee by resolution of the Board.

(f) The Chair and Vice-Chair are ex-officio voting members of all committees.

(g) The quorum for all committee meetings shall be 50% of the members of that committee.

(1) The Executive Committee shall consist of:

(a) The Chair of the Board

(b) The Vice-Chair of the Board

(c) The Chair of the Resource Committee

(d) The Chair of the Public Relations Committee

(e) The Chair of the Quality Council

(f) The Administrator - without voting privileges

(2) The Executive Committee shall:

(a) Exercise the full powers of the Board in all matters of administrative emergency, reporting every action at the next meeting of the Board.

(b) Study, advise and/or make recommendation to the Board on any matter as directed by the Board.

(c) Recommend policy to the Board.

16. THE RESOURCE COMMITTEE:

(1) The Resource Committee shall consist of not fewer than six (6) Directors.

(2) The Resource Committee shall:

(a) Study and recommend to the Board a detailed annual budget for capital and operating revenues and expenditures for the ensuing fiscal year.

(b) Study the detailed financial statement for the month previous to the date of each regular meeting of the Board and report to the Board.

(c) Study all proposals related to purchasing, maintenance, building alterations, equipment or capital assets and make appropriate recommendation to the Board.

(d) Assist in the budgeting process by helping to identify future capital priorities.

(e) Inform the Board on matters pertaining to donations, bequests, endowments and investments received, held or managed by the Fulford Home Board.

(f) Recommend to the Board the types and amounts of insurance to be carried by the Corporation and review these annually.

(g) Inform and advise the Board on financial matters as requested.

(h)To review and recommend to the Board the annual audited statement.

17. THE PUBLIC RELATIONS COMMITTEE:

(1) The Public Relations Committee shall consist of:

Not fewer than two (2) Directors.

(2) The Public Relations Committee shall:

(a) Establish and operate a program which will earn for the Corporation understanding and support from residents, families and the public.

(b) Review and report to the Board regularly on the effectiveness of the public relations methods and techniques and public attitude in relation to the Corporation.

(c) Seek out and advise the Board on fund raising opportunities.

18. THE NOMINATING COMMITTEE:

(1) The Nominating Committee shall consist of:

(2) The Nominating Committee shall:

(a) Nominate up to 7 members to fill vacancies caused by resignations or expiration of three-year terms.

(b) Nominate at the Organizational Meeting the Officers pursuant to paragraph 13 (1).

(c) At their discretion, advertise publicly for candidates to fill Board vacancies.

(d) Evaluate all candidates for election or re-election.

19. QUALITY COUNCIL:

(1) The Quality Council shall consist of:

(a) Not fewer than two (2) Directors.

(b) Plus the Administrator, Director of Nursing, Human Resources and Union representative.

(2) The Quality Council shall:

(a) Ensure the development and implementation of the primary elements of Continuous Quality Improvement.

(b) Receive and evaluate the results (outcomes) of quality monitoring and improvement activities at least four times per year.

(c) Ensure resources and support are provided for quality monitoring and improvement throughout the organization.

(d) Comply with Accreditation Standards.

(1) Minutes shall be kept of all meetings of the Board.

(2) Questions arising at any meeting of the Board shall be decided by a majority of votes. In case of an equality of votes, the Chair may vote. All votes at any such meeting shall be taken by secret ballot if so demanded by any Director present, but if no demand is made, the vote shall be taken in the usual way by assent or dissent. A declaration by the Chair that a resolution has been carried and an entry to that effect in the Minutes shall be admissible in the evidence as prima facie proof of the fact without proof of the number or proportion of the votes recorded in favour of, or against such resolution.

(3) Any question of procedure at, or for any meeting of the Corporation, of the Board, or any Committee, which has not been provided for in these By-Laws or by the Corporation Act, shall be determined by the Chair in accordance with Robert’s Rules of Order.

The Corporation shall purchase liability insurance of an amount approved by the Board covering Directors, Officers and Employees.

Every Director or Officer of the Corporation and every member of a Committee, and his or her 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 Home, from and against:

(1) All costs, charges and expenses whatsoever which such Director, Officer or Committee Member sustains or incurs in or about any action, suit or proceeding for damages or otherwise which is brought, commenced or prosecuted against him or her, for or in respect of any act, deed, matter or thing whatsoever, made, done, permitted or omitted by him or her, in or about the execution or intended execution in good faith of the duties of his or her office; and

(2) All other costs, charges and expenses that he or she sustains or incurs in or about or in relation to the affairs thereof, except such costs, charges or expenses as are occasioned by his or her own wilful neglect or default.

(1) Any two (2) of the following - The Chair, Vice-Chair, Past-Chair, Treasurer, Secretary and Administrator are hereby authorized for and in the name of the Corporation:

(a) To draw, accept and sign and make all or any bills of exchange, promissory notes, cheques and orders for payment of money subject to paragraph 25 (2),

(b) To receive all moneys and to give a quittance for the same,

(c) Subject to the approval of the Board, to assign or transfer to a bank of the Corporation all or any stocks, bonds and other securities,

(d) Subject to the approval of the Board, from time to time to borrow money from a bank by incurring an overdraft or otherwise,

(e) Generally, to transact with a bank any necessary business that is in keeping with Board policy.

(2) (a) Any one (1) of the following - Chair, Vice-Chair, Past-Chair, Treasurer, Secretary / Administrator are hereby authorized and in the name of the Corporation to draw cheques on corporate accounts at any bank, for amounts not exceeding $2500.

(b) Any two (2) of the following - Chair, Vice-Chair, Past-Chair, Treasurer, Secretary / Administrator jointly are hereby authorized for and in the name of the Corporation to draw cheques on corporate accounts at any bank for amounts exceeding $2500.

(3) The Chair, Vice-Chair, Treasurer, Secretary, Administrator or any one of them, are herewith authorized on behalf of the Corporation,

(a) To negotiate with, deposit with, endorse or transfer to a bank, but for the credit of the Corporation only, all or any bills of exchange, promissory notes, cheques or orders for payment of money or other negotiable paper.

(b) From time to time to arrange, settle, balance and certify all books and accounts between the Corporation and the Corporation’s bank.

(c) To receive all paid cheques and vouchers.

(d) To sign the bank’s form of settlement of balance and release.

25. SIGNING OFFICERS:

(1) Any two (2) of the following - The Chair, Vice-Chair, Past Chair, Treasurer, Secretary and Administrator shall sign on behalf of the Corporation and affix the Corporate Seal to all contracts, agreements, conveyances, mortgages, or other documents, as may be required and as authorized by the Board.

(2) The Seal of the Corporation shall be in the form impressed hereon.

(1) The Board may invest in securities authorized by the Trustee Act of the Province of Ontario:

(a) All endowment monies bequeathed in trust to the Board for the use of the Corporation, although normally such monies are to be held and managed by the Fulford Home Board.

(b) All Corporation monies not required for operating expenses,

(c) Notwithstanding the provisions of paragraph 27 (1) (a), the Board may, at its discretion, retain investments not authorized by the Trustee Act which are given or bequeathed to the Corporation in specie.

(2) The Secretary shall keep copies of all testamentary documents and instruments by which benefits are given, bequeathed or devised to the use of the Corporation, although normally such matters are the responsibility of the Fulford-Sherwood Park Manor Foundation.

(3) No benefit given, devised or bequeathed in trust or to the use of the Corporation for endowment purposes shall be hypothecated, transferred or assigned to obtain credit or to receive funds.

27. AUDITOR:

(1) The Corporation shall at its Annual Meeting appoint an auditor licensed under the Public Accounts Act who shall not be a member of the Board or a partner or employee of a member of the Board, to hold office for the current fiscal year of the Corporation.

(2) The auditor shall have all the rights and privileges as set out in the Corporations Act of Ontario and shall perform the audit function as prescribed therein.

(3) In addition to making his report at the Annual Meeting of the Corporation, the Auditor may from time to time report to the Board, making any recommendations he considers necessary.

28. ADMINISTRATOR:

(1) The Administrator shall be appointed by the Board and shall be the Chief Executive Officer of the Corporation and may be Secretary, Treasurer or Secretary Treasurer of the Corporation.

(2) The Administrator shall:

(a) Be responsible to the Board for the general administration, organization and management of the Home in accordance with the policies established by the Board.

(b) Attend all meetings of the Board and of its committees.

(c) Employ, supervise, discipline and terminate the employment of all employees of the Corporation, including senior staff.

(d) Regularly evaluate senior staff and make recommendation to the Resource Committee regarding compensation.

(e) Be responsible for the payment of all salaries and amounts due from and owing by the Corporation which fall within the purview and scope of the approved annual budget, or otherwise as may be from time to time established by resolution of the Board.

(f) Report to the Board any matters about which it should have knowledge,

(g) Assure that provision is made for complying with all acts and regulations hereunder that are applicable to the Home.

29. MEDICAL DIRECTOR:

(1) Advise the Administrator on matters relating to medical care in the Home including the quality of medical care.

30. ANCILLARY ASSOCIATIONS:

(1) Auxiliary - The Board may support the formation of an Auxiliary whose By-Laws and auditors shall be subject to the approval of the Board.

(2) Residents’ Council - the Administrator shall meet regularly with the Residents’ Council at their request:

(a) Review Ministry inspection reports,

(b) Review the quality of food, supplies and service provided by the Home,

(c) Review the annual audited statement, and

(d) Review the operation of the Home.

31. BY-LAW AMENDMENTS:

(1) The Board may pass or amend the By-Laws of the Corporation from time to time.

(2) (a) Where it is intended to pass or amend the By-Laws at a meeting of the Board, written notice of such intention shall be sent by the Secretary to each Director at his or her address as shown on the records of the Corporation by ordinary mail, not less than ten (10) days before the meeting.

(b) Proposed By-Laws or amendments to the By-Laws may nevertheless be moved at the meeting and discussion and voting thereon adjourned to the next meeting for which no notice of intention need by given.

(3) Subject to Paragraph 32 (4) (b), a By-Law or an amendment to a By-law passed by the Board has full force and effect:

(a) From the time the motion was passed, or

(b) From such future time as may be specified in the motion.

(4) (a) A By-Law or an amendment to a By-Law passed by the Board shall be presented for confirmation at the next Annual Meeting or to a Special Meeting of the members of the Corporation called for that purpose. The notice of such Annual Meeting or Special Meeting shall refer to the By-Laws or amendment to be presented.

(5) In any case of rejection, amendment, or refusal to approve a By-Law or part of a By-Law in force and effect in accordance with any part of this section, no act done or right acquired under any such By-Law is prejudicially affected by any such rejection, amendment or refusal to approve.

These By-Laws replace all previous General Administrative By-Laws of Sherwood Park Manor and Fulford Home, which are hereby revoked and cancelled.

Date: June 1, 2005

___________________

Chair – Mr. Raymond Marshall

Date: June 1, 2005

_________________________

Secretary – Mrs. Joan Bennett

Certificate of Enactment

This is to certify that the appended copy of the General Administrative By-Laws of Sherwood Park Manor is a true and complete copy of the By-Laws as passed by the Directors of the Corporation at a properly constituted meeting of the Corporation held on

June 1, 2005.

Date: _____________________

_____________________

Chair – Mr. R. Marshall

Date: ______________________

_______________________

Secretary – Ms. Joan Bennett